S-4

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As filed with the Securities and Exchange Commission on April 30, 2003.

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMERIPATH, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)	8071 (Primary Standard Industrial Classification Code Number of Registrant and each Co-Registrant)	65-0642485 (I.R.S. Employer Identification No.)
Utah	3-Gen Diagnostic Laboratories, Inc.	87-0625601
Texas	AmeriPath 5.01(a) Corporation	75-2717181
Georgia	AmeriPath Carrollton, Inc.	58-2549096
Ohio	AmeriPath Cincinnati, Inc.	31-0744468
Ohio	AmeriPath Cleveland, Inc.	34-1194233
Florida	AmeriPath Consolidated Labs, Inc.	26-0003506
Florida	AmeriPath Florida, Inc.	65-0641688
Indiana	AmeriPath Indiana, LLC	35-1937874
Kentucky	AmeriPath Kentucky, Inc.	62-1373947
Texas	AmeriPath Lubbock 5.01(a) Corporation	75-2773490
Florida	AmeriPath Marketing USA, Inc.	65-1064707
Michigan	AmeriPath Michigan, Inc.	38-1880648
Mississippi	AmeriPath Mississippi, Inc.	64-0504003
Delaware	AmeriPath New England, Inc.	13-4052487
Delaware	AmeriPath New York, Inc.	65-0819138
North Carolina	AmeriPath North Carolina, Inc.	56-1272454
Delaware	AmeriPath Ohio, Inc.	31-1483746
Texas	AmeriPath PAT 5.01(a) Corporation	75-1376600
Ohio	AmeriPath PCC, Inc.	34-1461007
Pennsylvania	AmeriPath Pennsylvania, Inc.	25-1680680
New Jersey	AmeriPath Philadelphia, Inc.	22-2163419
South Carolina	AmeriPath SC, Inc.	11-3680559
Texas	AmeriPath Severance 5.01(a) Corporation	81-0561015
Texas	AmeriPath Texas, L.P.	75-2530066
Ohio	AmeriPath Youngstown Labs, Inc.	34-1767704
Ohio	AmeriPath Youngstown, Inc.	34-1833940
Delaware	AmeriPath, LLC	65-1046888
Wisconsin	AmeriPath, Wisconsin, Inc.	39-1091107
Oklahoma	Anatomic Pathology Services, Inc.	73-1563221
Delaware	API No. 2, LLC	65-1046886
Arizona	Arizona Pathology Group, Inc.	86-0864486
Texas	Arlington Pathology Association 5.01(a) Corporation	75-1403653
Mississippi	Ben F. Martin, M.D., FCAP, Inc.	64-0632579
Tennessee	California Pathology Consultants of America, Inc.	62-1729318
Mississippi	Columbus Pathology Associates	64-0734774
Tennessee	CPA I, Inc.	62-1800009
Tennessee	CPA II, Inc.	62-1800007
Alabama	Dermatopathology Services, Inc.	63-0984892
Delaware	Dermpath, Inc.	13-3126917
Texas	DFW 5.01 (a) Corporation	75-2722708
Oklahoma	Diagnostic Pathology Management Services, Inc.	73-1402878
Tennessee	Georgia Pathology Consultants of America, Inc.	62-1729319
Georgia	J. David Smith, M.D., Inc.	58-2517992
Mississippi	John H Parker, Jr., M.D., FCAP, Inc.	64-0632583
Georgia	Kailash B. Sharma, M.D., Inc.	58-1416059
Georgia	Katharine Liu, M.D., Inc.	58-2588049
Texas	NAPA 5.01(a) Corporation	75-2894870
Georgia	Nuclear Medicine & Pathology Associates	58-1446543

Georgia	Ocmulgee Medical Pathology Association, Inc.	58-1267100
Georgia	O'Quinn Medical Pathology Association, Inc.	58-1303376
Texas	Pathology Affiliated Services, Inc.	74-2874470
Tennessee	Pathology Consultants of America, Inc.	62-1692669
Delaware	PathSOURCE, Inc.	38-3412589
Tennessee	PCA of Columbus, Inc.	62-1721244
Tennessee	PCA of Denver, Inc.	62-1721242
Tennessee	PCA of Los Gatos, Inc.	62-1758095
Tennessee	PCA of Memphis, Inc.	62-1721243
Tennessee	PCA of Nashville, Inc.	62-1729315
Tennessee	PCA of St. Louis II, Inc.	62-1762754
Tennessee	PCA Southeast II, Inc.	62-1762755
Tennessee	PCA/APR Acquisition Corp.	62-1736979
Georgia	Peter G. Klacsmann, M.D., Inc.	58-1441090
Utah	Rocky Mountain Pathology, L.L.C.	87-0526913
Georgia	Sharon G. Daspit, M.D., Inc.	58-1626140
Alabama	Shoals Pathology Associates, Inc.	63-0700856
Texas	Simpson Pathology 5.01(a) Corporation	75-1826602
Utah	Strigen, Inc.	87-0651722
Delaware	TID Acquisition Corp.	22-3620117
Texas	TXAR 5.01 (a) Corporation	75-1600244

7289 Garden Road
Suite 200
Riviera Beach, Florida 33404
(800) 330-6565
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants' Principal Executive Offices)

James C. New
Chief Executive Officer
AmeriPath, Inc.
7289 Garden Road
Suite 200
Riviera Beach, Florida
(800) 330-6565
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

with a copy to:
Othon A. Prounis
Reboul, MacMurray, Hewitt & Maynard
45 Rockefeller Plaza
New York, New York 10111
(212) 841-5700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee(2)
10.50% Senior Subordinated Notes due 2013	$275,000,000	100%	$275,000,000	$22,248
Guarantees of 10.50% Senior Subordinated Notes due 2013(3)	N/A	N/A	N/A	N/A

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

Calculated pursuant to rule 457(f) under the Securities Act, as follows: .00008090 multiplied by the proposed maximum aggregate offering price.

(3)

Each of the subsidiary co-registrants will guarantee, on an unconditional basis, the obligations of AmeriPath, Inc. under the 10.50% Senior Subordinated Notes due 2013. Pursuant to Rule 457(n) under the Securities Act, no additional registration fee is being paid in respect of the guarantees. The guaranties are not being traded separately.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to completion, dated                        , 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

AmeriPath, Inc.

Offer to Exchange

        $275,000,000 principal amount of its 10¹/2% Senior Subordinated Notes Due 2013, which have been registered under the Securities Act of 1933, for any and all of its outstanding 10¹/2% Senior Subordinated Notes Due 2013.

        We are offering to exchange all of our outstanding 10¹/2% Senior Subordinated Notes due 2013, which we refer to as the old notes, for our registered 10¹/2% Senior Subordinated Notes due 2013, which we refer to as the exchange notes, and together with the old notes, the notes. The terms of the exchange notes are identical to the terms of the old notes except that the exchange notes have been registered under the Securities Act of 1933, and therefore, are freely transferable. We will pay interest on the notes on April 1 and October 1 of each year. The first interest payment will be made on October 1, 2003. The notes will mature on April 1, 2013.

        We may redeem up to 35% of the aggregate principal amount of the notes prior to April 1, 2006 using proceeds from certain equity offerings. We may redeem the notes on or after April 1, 2008. Holders may require us to repurchase the notes upon a change of control. The notes are senior subordinated obligations and rank junior to all of our existing and future senior debt. The notes are guaranteed on a senior subordinated basis by certain of our subsidiaries.

        The principal features of the exchange offer are as follows:

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The exchange offer expires at 5:00 p.m., New York City time, on ,             2003, unless extended.



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We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



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You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.



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The exchange of old notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.



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We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

        Broker-dealers receiving exchange notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the exchange notes.

Investing in the notes involves risks. See "Risk Factors" beginning on page 14.

        Neither the U.S. Securities and Exchange Commission nor any other federal or state agency has approved or disapproved of the securities to be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	14
Forward Looking Statements	28
Exchange Offer	29
Use of Proceeds	37
Capitalization	38
Selected Historical Consolidated Financial Information	39
Unaudited Pro Forma Consolidated Financial Information	41
Management's Discussion and Analysis of Financial Condition and Results of Operations	48
Business	62
Government Regulation	74
Management	82
Security Ownership of Certain Beneficial Owners and Management	92
The Transactions	94
Certain Relationships and Related Transactions	95
Description of Certain Other Indebtedness	97
Description of the Exchange Notes	101
Contingent Notes and the Cash Collateral Account	145
Book Entry; Delivery and Form	147
Certain United States Federal Tax Consequences	149
Plan of Distribution	154
Legal Matters	154
Experts	154
Where You Can Find More Information	155
Index to Financial Statements	F-1

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of any offer to buy securities in any jurisdiction to any person whom it is unlawful to make such offer or solicitation in such jurisdiction.

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PROSPECTUS SUMMARY

This summary may not contain all of the information that may be important to you. This prospectus includes specific terms of the exchange offer, as well as information regarding our business and detailed financial data. Please review this prospectus in its entirety, including the risk factors and our financial statements and the related notes included elsewhere herein, before you decide to tender old notes for exchange notes. Unless otherwise noted, the terms "AmeriPath," "our company," "us," "we" and "our" refer to AmeriPath, Inc., together with its subsidiaries, and the terms "Holdings" and "our parent" refer to our parent company, AmeriPath Holdings, Inc. AmeriPath became a wholly owned subsidiary of Holdings on March 27, 2003 as a result of a merger of AmeriPath and Amy Acquisition Corp., a subsidiary of Holdings. In addition, unless otherwise noted, references herein to our business, our pathologists, our laboratories, our customers and payors and the hospitals we service, and all similar and related operating data, include those of a few anatomic pathology operations that we manage but whose financial results are not consolidated with ours. References to "pro forma," "EBITDA" and other financial terms have the meanings set forth in pages 12 and 13 under "—Summary Pro Forma and Historical Consolidated Financial Information."

Our Company

        We are one of the leading anatomic pathology laboratory companies in the United States. We offer a broad range of anatomic pathology laboratory testing and information services used by physicians in the detection, diagnosis, evaluation and treatment of cancer and other diseases and medical conditions. During 2002, we processed and diagnosed approximately four million tissue biopsies. We believe that we are the only anatomic pathology laboratory company with substantial operations in both the outpatient and inpatient, or hospital, segments of the anatomic pathology services market. For the year ended December 31, 2002, we generated net revenue, EBITDA and income from operations, each on a pro forma basis, of $497.4 million, $110.2 million and $89.7 million, respectively.

        We service an extensive referring physician base through our 15 regional laboratories and 32 satellite laboratories, and we provide inpatient diagnostic and medical director services at more than 200 hospitals. We have operations in 21 states providing us with a regional or local presence in 17 of the 30 most populous metropolitan areas of the United States. Our services are performed by over 400 pathologists, many of whom are leaders in their field. We have built our business by completing over 50 acquisitions of pathology laboratories and operations since 1996, enabling us to build regional density in attractive geographic markets and establishing a platform for organic growth. We also operate the Center for Advanced Diagnostics, or CAD, which is a leading specialty, or esoteric, testing laboratory.

        Our fields of expertise include dermatopathology, in which we maintain a leading market position, women's health diagnostic services, urologic pathology and gastrointestinal pathology. We also believe that we are the leading anatomic pathology services provider to hospitals in the United States. Generally, we are the exclusive provider of anatomic pathology services for the hospitals we serve, which arrangements have historically provided us with a stable stream of revenue. In addition, through our managed care relationships, we contract with health maintenance organizations, or HMOs, and preferred provider organizations, or PPOs, that insure approximately 26 million and 83 million individuals, respectively, which represents more than half of all individuals covered by managed care in the United States.

Industry Overview

        The practice of pathology consists of anatomic and clinical pathology. Anatomic pathology involves the diagnosis of cancer and other diseases and medical conditions through the examination of tissue and cell samples taken from patients. Generally, the anatomic pathology process involves the mounting of samples on slides by highly skilled technicians, which are then reviewed by anatomic pathologists. Anatomic pathologists are medical doctors who do not examine patients, but rather assist other

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physicians in determining the correct diagnosis of a patient's ailments. As a result, an anatomic pathologist is often referred to as a "physician's physician." Clinical pathology, on the other hand, generally involves the chemical testing and analysis of body fluids utilizing standardized laboratory tests. The results of these standardized tests are provided to the referring physician for use in a patient's diagnosis. Clinical laboratory tests typically do not require the interpretive skills of a pathologist. The process is frequently routine, automated and performed by large national or regional clinical laboratory companies and hospital laboratories.

        We believe the market for anatomic pathology services is approximately $7 billion per year, and we expect it to continue to grow for the following reasons:

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the aging of Americans should lead to more incidences of cancer and should result in greater demand for healthcare services, including those provided by anatomic pathologists,

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the increasing reliance on pathology testing by physicians to aid in the identification of risk factors and symptoms of disease, the choice of therapeutic regimen and the evaluation of treatment results, and

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the increasing awareness by physicians, patients and payors of the value of preventative testing to improve the effectiveness of medical services and reduce the overall cost of healthcare.

        In addition to traditional anatomic pathology services, pathologists increasingly are performing highly complex esoteric tests. Traditionally performed in academic settings, technological advancements have provided large commercial laboratories with highly specialized equipment and the means to perform these advanced tests for patients in both outpatient and inpatient settings. As these tests typically require more advanced equipment and highly skilled personnel to perform, they generally are reimbursed at rates higher than more routine tests. We believe the market for esoteric testing services is approximately $2 billion per year. The growth in the esoteric testing services market benefits from demand factors similar to those in the traditional anatomic pathology services market. In addition, we believe that emerging technologies and tests, such as gene-based tests, or genomics, should drive growth in the esoteric testing services market at a rate that exceeds the growth rate for the traditional anatomic pathology services market.

        According to the American Society for Clinical Pathology, there are approximately 15,000 pathologists in the United States. Historically, the anatomic pathology industry has been highly fragmented with a majority of the services being performed by individual or small groups of pathologists working in independent laboratories, hospital laboratories or academic institutions. Recently there has been a trend among pathologists to join larger laboratories in order to offer a broader range of outpatient and inpatient services, take advantage of economies of scale and reduce the burdens of managing the administrative aspects of their operations.

Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

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Leadership in anatomic pathology services.  We are an established and experienced leader in the highly fragmented anatomic pathology services market. We believe that we are the only anatomic pathology laboratory company with substantial operations in both the outpatient and inpatient segments of the anatomic pathology services market. Our pathologist base comprises what we believe is the largest single group of pathologists in the nation and provides us with the ability to offer services in all subspecialties of anatomic pathology. Within the subspecialty of dermatopathology, we estimate our market share to be approximately 10%, which is the largest in the industry. In addition, we have expertise in esoteric testing as well as in the anatomic pathology subspecialties of women's health diagnostic services, urologic pathology and gastrointestinal pathology. We believe our broad service offerings provide us with an advantage over most of our competitors in maintaining and developing customer relationships.

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National scale with regional and local density.  We believe we have the broadest national footprint within the anatomic pathology services market. We have operations in 21 states, providing us with a regional or local presence in 17 of the 30 most populous metropolitan areas of the United States. We also have a presence in more than 200 hospitals, which we believe makes us the leading provider of anatomic pathology services in hospitals. Furthermore, we have contractual relationships with HMOs and PPOs whose members comprise more than half of the individuals covered by managed care in the United States. We have developed a substantial presence in our target markets by forming regional operations that deliver our services locally and enable our pathologists to establish strong relationships with our referring physician base. For example, we believe we are the leading anatomic pathology laboratory company, with the largest market share and greatest number of pathologists, in Florida and Texas, our strongest regions. In Florida and Texas, for the three-year period ending December 31, 2002, our net revenues grew, on a compounded annual basis, at 13.2% and 25.0%, respectively. As a result of our regional coverage we have been able to grow our revenues, enhance our laboratory utilization, offer a broader range of testing services and benefit from economies of scale and increased managed care contracting leverage.

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Attractive industry dynamics.  The demand for traditional anatomic pathology services and esoteric testing services has created significant and growing markets. We believe the market for traditional anatomic pathology services, excluding esoteric testing services, is approximately $7 billion per year, and the market for esoteric testing services is approximately $2 billion per year. We expect these markets to continue to grow primarily due to an aging population, increasing incidences of cancer and medical advancements that allow for more accurate and earlier diagnosis and treatment of diseases. According to the U.S. Census Bureau, the number of people aged 65 and older in the United States is expected to grow 16% over the next ten years. Generally, people aged 65 or older have a greater incidence of chronic health conditions such as cancer, diabetes, heart disease, arthritis or hypertension and are heavier users of healthcare services than people under age 65. For example, according to the Surveillance, Epidemiology, and End Results (SEER) Program of the National Cancer Institute, the average annual cancer incidence rate for people aged 65 to 74 is 2,007 per 100,000 people or approximately 14 times the incidence rate of people aged 20-49 and approximately 125 times the incidence rate of people aged 20 and under. Additionally, the National Cancer Institute estimates that incidences of melanoma, a type of skin cancer, in the United States will grow 14% from 2002 to 2007. We also believe that emerging technologies and tests, such as genomics, will further drive growth in the market for esoteric testing services.

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Strong cash flow generation.  We believe our strong cash flow substantially enhances our competitive position in the highly fragmented anatomic pathology services market. In 2002, we generated pro forma EBITDA of $110.2 million, resulting in a 22.2% pro forma EBITDA margin. In addition, during 2002 we had cash flow from operating activities less capital expenditures, or free operating cash flow, of $60.4 million. Historically, our strong operating cash flow has been a result of low maintenance capital expenditure requirements and our ability to increase the performance of acquired operations. Our margins are a result of our enhanced laboratory utilization, our broad range of testing services, economies of scale and our success in contracting with managed care organizations. In addition, we believe our strong cash flow strengthens our ability to fund organic and external growth initiatives, which enhances our competitiveness relative to most of our smaller, regional competitors.

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Favorable payor relationships.  Currently, we have contractual relationships with HMOs and PPOs whose members comprise more than half of the individuals covered by managed care in the United States. These relationships provide us with access to a large number of current and potential patients. Our national scale and regional concentration have facilitated our entry into a growing number of relationships with managed care organizations, such as Blue Cross/Blue

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Shield plans, Aetna and United Healthcare. Since 1999, we have more than tripled the number of people covered under our managed care agreements, which we believe validates our managed care strategy. Furthermore, the overwhelming majority of our revenues from these relationships are generated from fee-for-service payments, rather than from fee-per-person, or capitated, payments. In addition, our payments from government sponsored programs, such as Medicare and Medicaid, are relatively limited. During 2002, we derived approximately 20% of our total revenues from government-sponsored payors. We believe our diverse payor mix limits our exposure to the loss of any single source of payment for our services.

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Experienced and incentivized management team.  Our senior management team has an average of over ten years of healthcare industry experience and an extensive tenure with us. Our chief executive officer, James C. New, is one of our founders and has led our growth since the formation of our company in 1996. Prior to joining our company, Mr. New founded and led RehabClinics, Inc., one of the largest outpatient rehabilitation clinics in the country, a company that went public in 1992 and was merged with NovaCare in 1994. In addition, our parent has established a stock option plan, which further aligns management's interests with our performance. Under this plan, our management and employees are eligible to receive up to 12% of our parent's common stock.

Business Strategy

        We believe our business strategy will help us maintain our status as a leading provider of anatomic pathology services and increase our share of the markets in which we compete. The key elements of our strategy are to:

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Capitalize on our leading market position.  Through our 15 regional laboratories, 32 satellite laboratories and over 400 pathologists, we will continue to provide a comprehensive array of anatomic pathology services to primary care and specialty physicians and serve over 200 hospitals. We will further enhance our extensive expertise in the subspecialties of dermatopathology, women's health diagnostic services, urologic pathology and gastrointestinal pathology. In addition, through CAD, we will grow our esoteric testing capabilities in each of these subspecialties. We also plan to leverage our market position, regional model and broad range of services to further penetrate the markets we serve and expand our relationships with physicians, hospitals, managed care organizations and other customers.

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Continue to focus on organic growth.  We are focused on generating internal revenue growth. For 2002, we generated annual same store sales growth of 9.2%. We believe that our substantial organic growth has been and will continue to be a result of the following initiatives:

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increasing test volume by continuing to invest in a formal sales and marketing effort,

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enhancing our payor mix by pursuing additional managed care contracts,

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continuing to expand our service offerings, including the offering of new, higher revenue, esoteric tests, and

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improving patient care and customer service by providing more specific, informative and timely reports through the development of a standardized pathology reporting system.

Collectively, these initiatives will provide us with the opportunity to grow our business organically.

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Maintain quality leadership through a strong pathologist base.  We believe that employing anatomic pathologists who provide accurate and efficient diagnosis is a key to our success. A pathologist's experience and reputation is critical to ensuring a successful relationship with local referring physicians. We actively recruit top anatomic pathologists by targeting practicing pathologists and medical students. In 2002, we successfully recruited 46 pathologists, each of whom is a graduate of an accredited United States pathology fellowship program. In addition,

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we operate one of the leading centers in the United States devoted to the diagnosis and instruction of diseases of the skin. Founded in 1999, this academy provides fellowship programs that enable students to train in various aspects of dermatopathology. We also are affiliated with three leading dermatopathology fellowship programs in the United States. Collectively, these relationships enhance our ability to attract new pathologists and allow us to more easily transfer technical innovations to the anatomic pathology services market. We also believe our size and strength of reputation provide an attractive alternative for pathologists who are seeking to offer a broader range of services, take advantage of available economies of scale and reduce the burden of managing the administrative aspects of their operations.

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Emphasize information technology capabilities and improve operational efficiencies.We invest in information technology enhancements to improve our services and increase efficiency. For example, in the subspecialty of women's health diagnostics, we offer customers enhanced pathology reports, including color micrographs that allow pathologists and referring physicians to more accurately view highly abnormal cell populations. In addition, to enhance efficiency, we are consolidating various internal billing systems and outsourced billing arrangements into two billing systems, which we believe will increase collections and reduce our days sales outstanding. We also are committed to increasing efficiencies and economies of scale by promoting "best practices" throughout our organization.

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Selectively pursue strategic growth initiatives.  We plan to invest in new outpatient laboratories and other strategic initiatives such as CAD. We believe these new facilities and programs drive revenue growth by providing national support for our existing regional and local operations and increasing our menu of testing services. We also plan to further penetrate our existing regional markets by opening new laboratory facilities, such as the new facilities we recently opened in Florida, Indiana and Pennsylvania. In addition, we expect to make additional acquisitions, as opportunities arise, in order to strategically enter new markets or further penetrate existing regional markets.

The Transactions

        On December 8, 2002, Holdings, which was then known as Amy Holding Company, and its wholly owned subsidiary Amy Acquisition Corp. entered into a merger agreement providing for the merger of Amy Acquisition Corp. with and into our company, with our company continuing as the surviving corporation. Holdings and Amy Acquisition Corp. were each formed by Welsh, Carson, Anderson & Stowe IX, L.P. in connection with the merger. As a result of the merger, AmeriPath became a wholly owned subsidiary of Holdings. The merger was consummated on March 27, 2003 immediately following the issuance of the old notes and immediately preceding the closing of our new credit facility. We refer to the merger and the related transactions and financings, as the "Transactions." For a description of the merger, see "The Transactions."

Our Investors

        As a result of the Transactions, Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors, through their holdings of common stock of our parent, own 100% of our outstanding common stock (or 88% of our outstanding common stock assuming the issuance and exercise of all options reserved for issuance under our parent's new stock option plan). In addition, our executive officers hold options to acquire 7.5% of our parent's common stock with another 4.5% of our parent's common stock being allocated to our non-executive employees or reserved for future issuance under the new stock option plan. Welsh, Carson, Anderson & Stowe IX, L.P. also controls our board of directors.

Welsh, Carson, Anderson & Stowe is one of the largest private equity firms in the United States and is focused exclusively on investments in the healthcare, information services and communications industries. Since its founding in 1979, Welsh, Carson, Anderson & Stowe has organized investment partnerships with capital of more than $12 billion in the aggregate. Its healthcare investments include Select Medical Corporation, United Surgical Partners Holdings, Inc., Concentra Managed Care, Inc., US Oncology, Inc. and Fresenius Medical Care AG.

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The Offering of the Old Notes

        On March 27, 2003, Amy Acquisition Corp. completed an offering of $275.0 million in aggregate principal amount of 10¹/2% senior subordinated notes due 2013, which was exempt from registration under the Securities Act. The old notes became obligations of AmeriPath upon consummation of the merger.

Old Notes	Amy Acquisition Corp. sold the old notes to Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Wachovia Securities, Inc., who we collectively refer to as the initial purchasers, on March 27, 2003. The initial purchasers subsequently resold the old notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
Registration Rights Agreement	In connection with the sale of the old notes, Amy Acquisition Corp. and the subsidiaries of AmeriPath who guaranteed the obligations under the old notes, who we collectively refer to as the subsidiary guarantors, entered into a registration rights agreement with the initial purchasers. Under the terms of that agreement, we agreed to:
	•	file a registration statement with respect to an offer to exchange the old notes for the exchange notes within 90 days of the date on which the old notes were purchased by the initial purchasers,
	•	cause the registration statement to be declared effective prior to 180 days after the initial purchase date,
	•	consummate the exchange offer within 220 days after the initial purchase date and
	•	file a shelf registration statement to cover resales of the old notes if we cannot effect an exchange offer and under certain other circumstances.

If we and the subsidiary guarantors fail to meet any of these requirements, it will constitute a default under the registration rights agreement and we and the subsidiary guarantors must pay additional interest on the notes of up to 0.25% per annum for the first 90-day period after any such default. This interest rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum additional interest rate of 1.0% per annum. The exchange offer is being made pursuant to the registration rights agreement and is intended to satisfy the registration rights granted under the registration rights agreement, which registration rights terminate upon completion of the exchange offer.

6

The Exchange Offer

Exchange Offer	$1,000 principal amount of exchange notes will be issued in exchange for each $1,000 principal amount of old notes validly tendered.
Resale	Based upon interpretations by the staff of the SEC set forth in no-action letters issued to unrelated third parties, we believe that the exchange notes may be offered for resale, resold or otherwise transferred to you without compliance with the registration and prospectus delivery requirements of the Securities Act, unless you:
	•	are an "affiliate" of ours within the meaning of Rule 405 under the Securities Act,
	•	are a broker-dealer who purchased the old note directly from us for resale under Rule 144A or any other available exemption under the Securities Act,
	•	acquired the exchange notes other than in the ordinary course of your business, or
	•	have an arrangement with any person to engage in the distribution of exchange notes.
	However, we have not submitted a no-action letter and there can be no assurance that the SEC will make a similar determination with respect to the exchange offer. Furthermore, in order to participate in the exchange offer, you must make the representations set forth in the letter of transmittal that we are sending you with this prospectus.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2003, which we refer to as the expiration date, unless we, in our sole discretion, extend it.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, some of which may be waived by us. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedure for Tendering Old Notes	If you wish to accept the exchange offer, you must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, in accordance with the instructions contained in this prospectus and in the letter of transmittal, and mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documentation, to the exchange agent at the address set forth in this prospectus and in the letter of transmittal.

7

	We will accept for exchange any and all old notes that are properly tendered in the exchange offer prior to the expiration date. The exchange notes issued in the exchange offer will be delivered promptly following the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."
Special Procedure for Beneficial Owners	If you are the beneficial owner of old notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender in the exchange offer, you should contact the person in whose name your notes are registered and promptly instruct the person to tender on your behalf.
Guaranteed Delivery Procedures	If you wish to tender your old notes and time will not permit your required documents to reach the exchange agent by the expiration date, or the procedure for book-entry transfer cannot be completed on time, you may tender your notes according to the guaranteed delivery procedures. For additional information, you should read the discussion under "The Exchange Offer—Guaranteed Delivery Procedures."
Withdrawal Rights	The tender of the old notes pursuant to the exchange offer may be withdrawn at any time prior to 5:00 p.m. New York City time on the expiration date.
Acceptance of Old Notes and Delivery of Exchange Notes	Subject to the customary conditions, we will accept old notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered as promptly as practicable following the expiration date.
Consequences of Not Tendering	Any old notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the old notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the old notes under the federal securities laws. See "The Exchange Offer—Consequences of Not Tendering."

8

Interest on the Exchange Notes and the Old Notes	The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the old notes or, if no interest has been paid, from March 27, 2003. Interest on the old notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Certain U.S. Federal Tax Consequences	The exchange of old notes for exchange notes by tendering holders will not be a taxable exchange for federal income tax purposes, and such holders will not recognize any taxable gain or loss or any interest income for federal income tax purposes as a result of such exchange. See "Certain U.S. Federal Tax Consequences."
Exchange Agent	U.S. Bank National Association, the trustee under the indenture governing the notes, is serving as exchange agent in connection with the exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer.

9

Summary of the Terms of the Exchange Notes

Issuer	AmeriPath, Inc.
Securities Offered	$275,000,000 in aggregate principal amount of 101/2% senior subordinated notes due 2013.
Maturity Date	April 1, 2013.
Interest	101/2% per annum, payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2003.
Guarantees	The exchange notes will be unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, by the subsidiary guarantors.
Ranking	The exchange notes will be our unsecured senior subordinated obligations. The exchange notes and guarantees will rank:
	•	junior to all of our and the subsidiary guarantors' existing and future senior indebtedness,
	•	equally with any of our and the subsidiary guarantors' existing and future senior subordinated indebtedness and
	•	senior to any of our and the subsidiary guarantors' existing and future subordinated indebtedness.
	Assuming we had completed the Transactions and applied the proceeds as intended on December 31, 2002, the exchange notes would have ranked junior to approximately $230 million of senior indebtedness, virtually all of which is secured.
Optional Redemption	We may redeem any of the exchange notes at any time and from time to time on or after April 1, 2008, in whole or in part, in cash at the redemption prices described in this prospectus, plus accrued and unpaid interest to the date of redemption. In addition, at any time and from time to time, on or before April 1, 2006, we may redeem up to 35% of the exchange notes with the proceeds of certain equity offerings.
Change of Control	If a change of control of our company occurs, subject to certain conditions, we must give holders of the exchange notes an opportunity to sell to us the exchange notes at a purchase price of 101% of the principal amount of the exchange notes, plus accrued and unpaid interest to the date of the purchase. See "Description of the Exchange Notes—Change of Control."

10

Certain Covenants	The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to:
	•	incur or guarantee additional indebtedness,
	•	pay dividends or make other equity distributions,
	•	purchase or redeem capital stock,
	•	make certain investments,
	•	enter into arrangements that restrict dividends from subsidiaries,
	•	transfer and sell assets,
	•	engage in certain transactions with affiliates and
	•	effect a consolidation or merger.
	These limitations are subject to a number of important qualifications and exceptions. See "Description of Exchange Notes—Certain Covenants."
No Public Market for the Exchange Notes	The exchange notes are new issues of securities and will not be listed on any securities exchange or included in any automated quotation system. The initial purchasers of the old notes have advised us that they intend to make a market in the exchange notes. The initial purchasers are not obligated, however, to make a market in the exchange notes, and any such market-making may be discontinued by the initial purchasers in their discretion at any time without notice. See "Plan of Distribution."

For additional information about the exchange notes, see the section of this prospectus entitled "Description of the Exchange Notes."

Recent Trends and Events

        Our EBITDA for the first quarter of 2003 will be lower than our EBITDA for the first quarter of 2002. For a description of the reasons for this trend, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Trends and Events."

Risk Factors

        Investment in the exchange notes involves certain risks. You should carefully consider the information under "Risk Factors" and all other information included in this prospectus before investing in the exchange notes.

Additional Information

        AmeriPath was incorporated in Delaware on February 13, 1996. The principal executive offices of AmeriPath are located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404. AmeriPath's telephone number is (561) 845-1850. Our website can be found on the Internet at www.ameripath.com. Information on our website is not deemed to be a part of this prospectus.

11

Summary Pro Forma and Historical Consolidated Financial Information

        The following summary historical financial information is based on our consolidated audited financial statements included elsewhere in this prospectus. Our consolidated audited financial statements for the year ended December 31, 2002 have been audited by Ernst & Young LLP, our independent auditors. Our consolidated financial statements for the years ended December 31, 2000 and 2001 have been audited by Deloitte & Touche LLP. The following summary pro forma information is derived from the pro forma financial information set forth in our unaudited pro forma consolidated financial information and the notes thereto included elsewhere in this prospectus.

			Fiscal Year ended December 31,									Pro Forma, As Adjusted Fiscal Year Ended December 31, 2002(1)
			2000			2001			2002
			(dollars in thousands)
Statement of Operations Data:
Net revenue			$	330,094		$	418,732		$	478,818		$	497,412
Operating costs and expenses:
	Cost of services			163,390			200,102			238,573			244,772
	Selling, general & administrative expense			58,411			71,856			84,868			88,765
	Provision for doubtful accounts			34,040			48,287			58,170			58,899
	Amortization expense			16,172			18,659			11,389			12,523
	Merger-related charges			6,209			7,103			2,836
	Asset impairment and related charges			9,562			3,809			2,753			2,753
		Total operating costs and expenses:		287,784			349,816			398,589			407,712
Income from operations				42,310			68,916			80,229			89,700
Interest expense				(15,376	)		(16,350	)		(4,016	)		(45,333	)
Termination of interest rate swap agreement				—			(10,386	)		—			—
Write-down of investment				—			—			(1,000	)		(1,000	)
Other, net				226			145			548			489
Income before income taxes and extraordinary loss				27,160			42,325			75,761			43,856
Provision for income taxes				14,068			18,008			31,120			16,248
Income before extraordinary loss				13,092			24,317			44,641			27,608
Extraordinary loss, net of tax benefit				—			(965	)		—
Net income			$	13,092		$	23,352		$	44,641		$	27,608
Other Financial Data:
EBITDA(2)			$	63,145		$	94,177		$	99,220		$	110,179
Capital expenditures(3)				9,235			7,773			8,744
Depreciation and amortization(4)				21,291			25,675			19,244			22,951
Cash paid for interest(5)				14,645			17,295			3,888			42,760
Ratio of total debt to EBITDA													4.57	x
Ratio of EBITDA to cash interest expense													2.58	x
Key Operating Data (at end of period):
Number of pathologists				426			423			437			437
Number of laboratories				42			42			47			47
Net revenue per pathologist			$	775		$	990		$	1,096		$	1,138

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	At December 31, 2002
	Actual		Pro Forma(1)
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	964	$	13,174
Working capital(6)		63,785		75,995
Property and equipment, net		26,126		26,126
Total intangibles		552,556		753,930
Long-term debt		116,253		503,063
Total long-term liabilities		196,811		583,621

(1)

The summary pro forma, as adjusted statement of operations data for the year ended December 31, 2002 gives effect to the applicable pro forma adjustments as if the Transactions and our 2002 acquisitions had occurred on January 1, 2002. The summary pro forma balance sheet data as of December 31, 2002 gives effect to the applicable pro forma adjustments as if the Transactions had occurred on December 31, 2002. The pro forma adjustments are described under "Unaudited Pro Forma Consolidated Financial Information."

(2)

EBITDA represents income from operations plus depreciation and amortization, other than amortization of deferred financing costs. EBITDA, a non-GAAP financial measure, is presented herein because management believes it is a widely accepted financial indicator of the ability to incur and service debt. Our presentation of EBITDA is intended to supplement, and not replace our presentation of net income or other GAAP measures. Our calculation of EBITDA may not be comparable to similarly titled measures reported by other companies.

(3)

Capital expenditures information is not available on a pro forma basis.

(4)

Includes approximately $0.5 million, $0.4 million and $0.3 million of amortization of deferred financing costs for 2000, 2001 and 2002, respectively. Amortization of deferred financing costs for 2002, on a pro forma, as adjusted basis would have been approximately $2.6 million.

(5)

Pro forma, as adjusted cash paid for interest is an estimate of what our cash interest expense would have been in 2002 had the Transactions occurred on January 1, 2002. Timing differences relating to the payment of interest could affect this amount substantially because cash paid for interest is calculated on a cash paid basis and not an accrual basis.

(6)

Computed as total current assets less total current liabilities.

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Relating to the Exchange Offer and the Notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of indebtedness. As of December 31, 2002, after giving pro forma effect to the Transactions, our total debt would have been $503.1 million, excluding unused revolving loan commitments under our new credit facility, which would have represented approximately 62.7% of our total anticipated pro forma capitalization. This debt does not include our obligations under our existing contingent notes. See "Contingent Notes and the Cash Collateral Account."

        Our substantial indebtedness could have important consequences for you by adversely affecting our financial condition and thus making it more difficult for us to satisfy our obligations with respect to the notes, including our repurchase obligations. Our substantial indebtedness could:

•

increase our vulnerability to adverse general economic and industry conditions,



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, payments under our contingent notes, research and development efforts and other general corporate purposes,



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate,



•

place us at a competitive disadvantage compared to our competitors that have less debt and



•

limit our ability to borrow additional funds.

Despite our level of indebtedness, we will be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

        We will be able to incur significant additional indebtedness in the future. Although the indenture governing the notes and the credit agreement governing our new credit facility contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. The restrictions also do not prevent us from incurring obligations that do not constitute indebtedness. Our new credit facility provides for $225.0 million of term loans and revolving loan commitments of up to an additional $65.0 million. To the extent new debt is added to our current debt levels, the substantial leverage risks described above would increase. See "Description of Certain Other Indebtedness—Description of the New Credit Facility" and "Description of the Exchange Notes."

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The terms of our new credit facility and the indenture relating to the notes may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        Our new credit facility contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. Our new credit facility includes covenants restricting, among other things, our ability to:

•

incur additional debt,



•

pay dividends and make restricted payments,



•

create liens,



•

use the proceeds from sales of assets and subsidiary stock,



•

enter into sale and leaseback transactions,



•

make capital expenditures,



•

change our business,



•

enter into transactions with affiliates and



•

transfer all or substantially all of our assets or enter into merger or consolidation transactions.

        The indenture relating to the notes also contains numerous operating and financial covenants including, among other things, restrictions on our ability to:

•

incur additional debt,



•

pay dividends or purchase our capital stock,



•

make investments,



•

enter into transactions with affiliates,



•

sell or otherwise dispose of assets and



•

merge or consolidate with another entity.

        Our new credit facility also includes financial covenants, including requirements that we maintain:

•

a minimum interest coverage ratio,



•

a minimum fixed charge coverage ratio and



•

a maximum leverage ratio.

These financial covenants will become more restrictive over time.

        A failure by us to comply with the covenants contained in our new credit facility or the indenture could result in an event of default. In the event of any default under our new credit facility, the lenders under our new credit facility could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable, enforce their security interest, require us to apply all of our available cash to repay these borrowings, even if the lenders have not declared a default, or prevent us from making debt service payments on the notes, any of which would result in an event of default under the notes. In addition, future indebtedness could contain financial and other covenants more restrictive than those applicable to our new credit facility and the notes. See "Description of Certain Other Indebtedness—Description of the New Credit Facility" and "Description of the Exchange Notes."

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We may not be able to generate sufficient cash flow to meet our debt service obligations, including payments on the notes.

        Our ability to generate sufficient cash flow from operations to make scheduled payments on our debt obligations will depend on our future financial performance, which will be affected by a range of economic, competitive, regulatory, legislative and business factors, many of which are outside of our control. If we do not generate sufficient cash flow from operations to satisfy our debt obligations, including payments on the notes, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible or that any assets could be sold on acceptable terms or otherwise. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms, would have an adverse effect on our business, financial condition and results of operations, as well as on our ability to satisfy our obligations under the notes.

Your right to receive payments on the notes is unsecured and is junior to virtually all of our and our subsidiary guarantors' existing indebtedness and possibly all of our future borrowings.

        The notes and the guarantees will be subordinated to the prior payment in full of our and our subsidiary guarantors' current and future senior debt. As of December 31, 2002, on a pro forma basis after giving effect to the Transactions, we and our subsidiary guarantors would have had approximately $230 million of senior debt. We also have $65.0 million in revolving loan commitments under our new credit facility. The indenture relating to the notes permits us and our subsidiary guarantors to incur additional senior debt. Because the notes are unsecured and because of the subordination provision of the notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets and the assets of the subsidiary guarantors would be available to pay obligations under the notes only after all payments had been made on our and the subsidiary guarantors' senior debt, including debt under our new credit facility. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes, including payments of interest when due. Because of these subordination provisions, you may recover less ratably than our other creditors in a bankruptcy, liquidation or dissolution. In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of non-payment defaults on specified senior debt. See "Description of the Exchange Notes—Ranking."

The notes are not secured by our assets nor those of our subsidiary guarantors, and the lenders under our new credit facility will be entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

        In addition to being subordinated to all our existing and future senior debt, the notes and the guarantees will not be secured by any of our assets. Our obligations under our new credit facility are secured by, among other things, a first priority pledge of all our common stock, substantially all our assets, substantially all the assets of certain of our existing and subsequently acquired or organized subsidiaries and the restricted cash held by our parent in the contingent note cash collateral account. If we become insolvent or are liquidated, or if payment under our new credit facility or in respect of any other secured indebtedness is accelerated, the lenders under our new credit facility or holders of other secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law in addition to any remedies that may be available under documents pertaining to our new credit facility or other senior debt. Upon the occurrence of any default under our new credit facility, and even without accelerating the indebtedness under our new credit facility, the lenders may be able to prohibit the payment of the notes and guarantees either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the notes. See

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"Description of Certain Other Indebtedness—Description of the New Credit Facility" and "Description of the Exchange Notes."

Not all of our subsidiaries will guarantee the notes, and the assets of our non-guarantor subsidiaries may not be available to make payments on the notes.

        The guarantors of the notes will not include all of our subsidiaries. The historical consolidated financial information and the pro forma consolidated financial information included in this prospectus, however, are presented on a combined basis, including both our guarantor and non-guarantor subsidiaries. At December 31, 2002, after giving pro forma effect to the Transactions, the total debt of our non-guarantor subsidiaries would have been less than $10 million, including trade payables. In the event that any non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors generally will be entitled to payment on their claims from the assets of that subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities of our non-guarantor subsidiaries, including trade payables, and the claims, if any, of any third party holders of preferred equity interests in our non-guarantor subsidiaries.

A substantial portion of our assets are held by, and a substantial portion of our income is derived from, our subsidiaries, and the senior debt of our subsidiary guarantors may restrict payment on the notes.

        We hold a substantial portion of assets through our subsidiaries and derive a substantial portion of our operating income from our subsidiaries. We are dependent on the earnings and cash flow of our subsidiaries to meet our obligations with respect to the notes. We cannot assure you that our subsidiaries will be able to, or be permitted to, pay to us amounts necessary to service the notes. In certain circumstances, the indenture governing the notes permits our subsidiary guarantors to enter into agreements that can limit our ability to receive distributions from our subsidiaries. In the event we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the notes.

There may be no active trading market for the notes.

        The exchange notes will constitute a new issue of securities for which there is no established trading market. We do not intend to list the exchange notes on any national securities exchange or to seek the admission of the exchange notes for quotation through the National Association of Securities Dealers Automated Quotation System. Although the initial purchasers have advised us that they currently intend to make a market in the old notes, and the exchange notes, if issued, they are not obligated to do so and may discontinue such market making activity at any time without notice. In addition, market- making activity will be subject to the limits imposed by the Securities Act and the Exchange Act and may be limited during the exchange offer and the pendency of any shelf registration statement. Although the exchange notes will be eligible for trading in The Portal^sm Market, there can be no assurance as to the development or liquidity of any market for the exchange notes, the ability of the holders of the exchange notes to sell their exchange notes or the price at which the holders would be able to sell their exchange notes.

We may not be able to fulfill our repurchase obligations in the event of a change of control.

        Upon the occurrence of any change of control, we will be required to make a change of control offer to repurchase the notes. Any change of control also would constitute a default under our new credit facility. Therefore, upon the occurrence of a change of control, the lenders under our new credit facility would have the right to accelerate their loans, and we would be required to prepay all of our outstanding obligations under our new credit facility. Also, as our new credit facility generally prohibits

17

us from purchasing any notes, if we do not repay all borrowings under our new credit facility first or obtain the consent of the lenders under our new credit facility, we will be prohibited from purchasing the notes upon a change of control.

        In addition, if a change of control occurs, there can be no assurance that we will have available funds sufficient to pay the change of control purchase price for any or all of the notes that might be delivered by holders of the notes seeking to accept the change of control offer and, accordingly, none of the holders of the notes may receive the change of control purchase price for their notes. Our failure to make the change of control offer or pay the change of control purchase price when due would result in a default under the indenture governing the notes. See "Description of the Exchange Notes—Defaults."

Fraudulent conveyance laws could void our obligations under the notes.

        The proceeds from the sale of the old notes were applied, together with other available funds, to make payments to former stockholders of AmeriPath in connection with the March 27, 2003 merger. Our incurrence of debt under the notes may be subject to review under federal and state fraudulent conveyance laws if a bankruptcy, reorganization or rehabilitation case or a lawsuit, including circumstances in which bankruptcy is not involved, were commenced by, or on behalf of, our unpaid creditors or unpaid creditors of our guarantors at some future date. Federal and state statutes allow courts, under specific circumstances, to void notes and guaranties and require noteholders to return payments received from debtors or their guarantors. As a result, an unpaid creditor or representative of creditors could file a lawsuit claiming that the issuance of the notes constituted a "fraudulent conveyance." To make such a determination, a court would have to find that we did not receive fair consideration or reasonably equivalent value for the notes and that, at the time the notes were issued, we:

•

were insolvent,



•

were rendered insolvent by the issuance of the notes,



•

were engaged in a business or transaction for which our remaining assets constituted unreasonably small capital or



•

intended to incur, or believed that we would incur, debts beyond our ability to repay those debts as they matured.

        If a court were to make such a finding, it could void all or a portion of our obligations under the notes, subordinate the claim in respect of the notes to our other existing and future indebtedness or take other actions detrimental to you as a holder of the notes, including in certain circumstances, invalidating the notes.

        The measure of insolvency for these purposes will vary depending upon the law of the jurisdiction being applied. Generally, a company will be considered insolvent for these purposes if the sum of that company's debts is greater than the fair value of all of that company's property, or if the present fair salable value of that company's assets is less than the amount that will be required to pay its probable liability on its existing debts as they mature. Moreover, regardless of solvency, a court could void an incurrence of indebtedness, including the notes, if it determined that the transaction was made with intent to hinder, delay or defraud creditors, or a court could subordinate the indebtedness, including the notes, to the claims of all existing and future creditors on similar grounds. We cannot determine in advance what standard a court would apply to determine whether we were "insolvent" in connection with the sale of the notes.

        The making of the guaranties might also be subject to similar review under relevant fraudulent conveyance laws. A court could impose legal and equitable remedies, including subordinating the

18

obligations under the guaranties to our other existing and future indebtedness or taking other actions detrimental to you as a holder of the notes.

The market price for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect the value of your notes.

If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected.

        We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you would continue to hold old notes that are subject to the existing transfer restrictions.

        In addition, if you tender your old notes for the purpose of participating in a distribution of exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes.

        After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Some holders who exchange their old notes may be deemed to be underwriters.

        If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

The interests of our principal stockholders may not be aligned with your interests as a holder of the notes.

        Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors control all of the voting power of the outstanding common stock of our parent and control all of our affairs and policies. Circumstances may occur in which the interests of these equity holders could be in conflict with the interests of the holders of the notes. In addition, these equity holders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to holders of the notes.

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Risks Relating to Our Business

We conduct business in a heavily regulated industry, and changes in regulations or violations of regulations may, directly or indirectly, reduce our revenues and harm our business.

        The healthcare industry is highly regulated, and there can be no assurance that the regulatory environment in which we operate will not change significantly and adversely in the future. Several areas of regulatory compliance that may affect our ability to conduct business include:

•

federal and state anti-kickback laws,



•

federal and state self-referral and financial inducement laws, including the federal physician anti-self referral law, or the Stark Law,



•

federal and state false claims laws,



•

state laws regarding prohibitions on the corporate practice of medicine,



•

state laws regarding prohibitions on fee-splitting,



•

federal and state anti-trust laws,



•

the Health Insurance Portability and Accountability Act of 1996, or HIPAA,



•

federal and state regulation of privacy, security and transmission of health information and



•

federal, state and local laws governing the handling and disposal of medical and hazardous waste.

        These laws and regulations are extremely complex. In many instances, the industry does not have the benefit of significant regulatory or judicial interpretation of these laws and regulations. It also is possible that the courts could ultimately interpret these laws in a manner that is different from our interpretations. While we believe that we are currently in material compliance with applicable laws and regulations, a determination that we have violated these laws, or the public announcement that we are being investigated for possible violations of these laws, would have an adverse effect on our business, financial condition and results of operations. For a more complete description of these regulations, see "Government Regulation."

Our business could be materially harmed by future interpretation or implementation of state laws regarding prohibitions on the corporate practice of medicine.

        The manner in which licensed physicians can be organized to perform and bill for medical services is governed by state laws and regulations. Under the laws of some states, business corporations generally are not permitted to employ physicians or to own corporations that employ physicians or to otherwise exercise control over the medical judgments or decisions of physicians.

        We believe that we currently are in compliance with the corporate practice of medicine laws in the states in which we operate in all material respects. Nevertheless, there can be no assurance that regulatory authorities or other parties will not assert that we are engaged in the corporate practice of medicine or that the laws of a particular state will not change. If such a claim were successfully asserted in any jurisdiction, or as a result of such a change in law, we could be required to restructure our contractual and other arrangements, our company and our pathologists could be subject to civil and criminal penalties and some of our existing contracts, including non-competition provisions, could be found to be illegal and unenforceable. In addition, expansion of our operations to other states may require structural and organizational modification of our form of relationship with pathologists, operations or hospitals. These results or the inability to successfully restructure contractual arrangements would have an adverse effect on our business, financial condition and results of operations.

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We could be hurt by future interpretation or implementation of federal and state anti-kickback and anti-referral laws.

        Federal and state anti-kickback laws prohibit the offer, solicitation, payment and receipt of remuneration in exchange for referrals of products and services for which payment may be made by Medicare, Medicaid or other federal and state healthcare programs. Federal and state anti-referral laws, including the Stark Law, ban payments to physicians for referrals of patients to health care providers with whom the physicians or their immediate family members have a financial relationship for services for which payment may be made by Medicare or Medicaid. A violation of any of these laws could result in monetary fines, civil and criminal penalties and exclusion from participation in Medicare, Medicaid or other federal or state healthcare programs, which accounted for approximately 20% of our revenues in 2002.

        Some of our physicians hold contingent notes issued in connection with acquisitions we have completed, are party to compensation arrangements with us and, prior to the merger, owned AmeriPath common stock. Although we believe that none of these constitute an unlawful kickback under federal and state anti-kickback laws, government authorities may take a contrary position. Furthermore, although we believe that our financial relationships with our physicians and our referral practices do not violate federal and state anti-referral laws, including the Stark Law, the government may take a contrary position, or a prohibited referral may be made by one of our physicians without our knowledge. If our financial relationships with our physicians were found to be unlawful or unlawful referrals were found to have been made, we or they could be fined, become subject to government recoupment of fees previously paid to us and forfeiture of revenues due to us or become subject to civil and criminal penalties. In such situations, we also may be excluded from participation in Medicare, Medicaid and other federal and state healthcare programs. Any one of these consequences could have an adverse effect on our business, financial conditions and results of operations.

Our business could be harmed by future interpretation or implementation of state law prohibitions on fee-splitting.

        Many states prohibit the splitting or sharing of fees between physicians and non-physicians. We believe our arrangements with pathologists and operations comply in all material respects with the fee-splitting laws of the states in which we operate. Nevertheless, it is possible that regulatory authorities or other parties could claim we are engaged in fee-splitting. If such a claim were successfully asserted in any jurisdiction, our pathologists could be subject to civil and criminal penalties, including loss of licensure, and we could be required to restructure our contractual and other arrangements. In addition, expansion of our operations to new states with fee-splitting prohibitions may require structural and organizational modification to the form of our current relationships which may be less profitable. A claim of fee-splitting or modification of our business to avoid such a claim could have an adverse effect on our business, financial condition and results of operations.

Federal and state regulation of privacy could cause us to incur significant costs.

        The Federal Trade Commission, or FTC, pursuant to consumer protection laws, and the Department of Health and Human Services, or HHS, pursuant to HIPAA, regulate the use and disclosure of information we may have about our patients. Many states also have laws regarding privacy of health information. While we believe that we are in compliance with FTC and state laws regarding privacy, as well as the HIPAA privacy regulations, these laws are complex and will have an impact upon our operations. Violations of the privacy regulations are punishable by civil and criminal penalties. In addition, while individuals do not have a private right of action under HIPAA, the privacy regulations may be viewed by the courts as setting a standard of conduct, which the failure to meet could give rise to a private claim.

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We are subject to significant professional or other liability claims and we cannot assure you that insurance coverage will be available or sufficient to cover such claims.

        We may be sued under physician liability or other liability law for acts or omissions by our pathologists, laboratory personnel and hospital employees who are under the supervision of our hospital-based pathologists. We and our pathologists periodically become involved as defendants in medical malpractice and other lawsuits, some of which are currently ongoing, and are subject to the attendant risk of substantial damage awards. We believe that we have a prudent risk management program, which includes our captive insurance arrangements and our excess liability insurance coverage as well as indemnity agreements from third parties.

        Through June 30, 2002, we were insured for medical malpractice risks on a claims made basis under traditional professional liability insurance policies. In July 2002, we began using a captive insurance program to partially self-insure our medical malpractice risk. Under the captive insurance program we retain more risk for medical malpractice costs, including settlements and claims expenses, than under our prior coverage. We have no aggregate excess stop loss protection under our captive insurance arrangements, meaning there is no aggregate limitation on the amount of risk we retain under these arrangements. Because of our self-insurance arrangements and our lack of aggregate excess stop loss protection, professional malpractice claims could result in substantial uninsured losses. In addition, it is possible that the costs of our captive insurance arrangements and excess insurance coverage will rise, causing us either to incur additional costs or to further limit the amount of our coverage. Further, our insurance does not cover all potential liabilities arising from governmental fines and penalties, indemnification agreements and certain other uninsurable losses. For example, from time to time we agree to indemnify third parties, such as hospitals and national clinical laboratories, for various claims that may not be covered by insurance. As a result, we may become responsible for substantial damage awards that are uninsured. We are currently subject to indemnity claims, which if determined adversely to us, could result in substantial uninsured losses. Therefore, it is possible that pending or future claims will not be covered by or will exceed the limits of our insurance coverage and indemnification agreements or that third parties will fail or otherwise be unable to comply with their obligations to us.

Government programs account for approximately 20% of our revenues, so a decline in reimbursement rates from government programs would harm our revenues and profitability.

        We derived approximately 20% of our net revenue in 2002 from payments made by government programs, principally Medicare and Medicaid. These programs are subject to substantial regulation by federal and state governments. Any changes in reimbursement policies, practices, interpretations or statutes that place limitations on reimbursement amounts or change reimbursement coding practices could materially harm our business by reducing revenues and lowering profitability. Increasing budgetary pressures at both the federal and state levels and concerns over escalating costs of healthcare have led, and may continue to lead, to significant reductions in healthcare reimbursements, which would have an adverse effect on our business, financial condition and results of operations.

We incur financial risk related to collections as well as potentially long collection cycles when seeking reimbursement from third-party payors.

        Substantially all of our net revenues are derived from services for which our operations charge on a fee-for-service basis. Accordingly, we assume the financial risk related to collection, including potential write-offs of doubtful accounts, and long collection cycles for accounts receivable, including reimbursements by third-party payors, such as governmental programs, private insurance plans and managed care organizations. Our provision for doubtful accounts for the year ended December 31, 2002 was 12.1% of net revenues, with net revenues from inpatient services having a provision for doubtful accounts of approximately 21.9%. If our revenue from hospital-based services increases as a

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percentage of our total net revenues, our provision for doubtful accounts as a percentage of total net revenues may increase. Increases in write-offs of doubtful accounts, delays in receiving payments or potential retroactive adjustments and penalties resulting from audits by payors could have an adverse effect on our business, financial condition and results of operations.

        In addition to services billed on a fee-for-service basis, our hospital-based pathologists in their capacities as medical directors of hospitals' clinical laboratories, microbiology laboratories and blood banking operations bill non-Medicare patients according to a fee schedule for their clinical professional component, or CPC, services. Our historical collection experience for CPC services is significantly lower than other anatomic pathology procedures. See "Business—Billing." Hospitals and third party payors are continuing to increase pressure to reduce our revenue from CPC services, including but not limited to encouraging their patients not to pay us for such services.

The continued growth of managed care may have a material adverse effect on our business.

        The number of individuals covered under managed care contracts or other similar arrangements has grown over the past several years and may continue to grow in the future. In addition, Medicare and Medicaid and other government healthcare programs may continue to shift to managed care. In 2002, approximately 53% of our net revenue was derived from reimbursements from managed care organizations. Entities providing managed care coverage have reduced payments for medical services in numerous ways, including entering into arrangements under which payments to a service provider are capitated, limiting testing to specified procedures, denying payment for services performed without prior authorization and refusing to increase fees for specified services. These trends reduce our revenues and limit our ability to pass cost increases to our customers. Also, if these or other managed care organizations do not select us as a participating provider, we may lose some or all of that business, which could have an adverse effect on our business, financial condition and results of operations.

There has been an increasing number of state and federal investigations of healthcare companies, which may increase the likelihood of investigations of our business practices and the possibility that we will become subject to lawsuits.

        Prosecution of fraudulent practices by healthcare companies is a priority of the United States Department of Justice, HHS's Office of the Inspector General, or OIG, and state authorities. The federal government has become more aggressive in examining laboratory billing practices and seeking repayments and penalties allegedly resulting from improper billing practices, such as using an improper billing code for a test to realize higher reimbursement. While the primary focus of this initiative has been on hospital laboratories and on routine clinical chemistry tests, which comprise only a small portion of our revenues, the scope of this initiative could expand, and it is not possible to predict whether or in what direction the expansion might occur. In certain circumstances, federal and some state laws authorize private whistleblowers to bring false claim or qui tam suits against providers on behalf of the government and reward the whistleblower with a portion of any final recovery. In addition, the federal government has engaged a number of non-governmental audit organizations to assist in tracking and recovering false claims for healthcare services.

        Since investigations relating to false claims have increased in recent years, it is more likely that companies in the healthcare industry, like us, could become the subject of a federal or state civil or criminal investigation or action. While we believe that we are in compliance in all material respects with federal and state fraud and abuse statutes and regulations, and we monitor our billing practices and hospital arrangements for compliance with prevailing industry practices under applicable laws, these laws are complex and constantly evolving, and it is possible that governmental investigators may take positions that are inconsistent with our practices. Moreover, even when the results of an investigation or a qui tam suit are favorable to a company, the process is time consuming and legal fees

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and diversion of company management focus are expensive. Any lengthy investigation could have an adverse effect on our business, financial condition and results of operations.

Investigations of entities with which we do business could adversely affect us.

        HCA Inc., or HCA, has been under investigation with respect to fraud and abuse issues. As of December 31, 2002, we provided medical director services for 27 HCA hospital laboratories. As a result, the government's investigation of HCA could result in investigations of one or more of our operations. Furthermore, we recently received subpoenas from the United States Attorney's office in Tampa, Florida to deliver Medicare billing records and other documents relating to alleged financial inducements received by a Florida physician who is not a pathologist with our company but is one of our clients. We are providing information to the United States Attorney's office and intend to cooperate in the investigation. We also are conducting our own internal investigation of the matter. It is not possible at this point in the investigation to determine whether the government will pursue action against us or to assess the merits of possible defenses we may have to any such action. Accordingly, no assurances can be given regarding the ultimate outcome of the investigation. Any action against us by the United States Attorney's office could result in fines or penalties being imposed upon us.

We derive a significant portion of our revenues from short-term hospital contracts and hospital relationships that can be terminated without penalty.

        Many of our hospital contracts may be terminated prior to the expiration of the initial or any renewal term by either party with relatively short notice and without cause. We also have business relationships with hospitals that are not governed by written contracts and may be terminated by the hospitals at any time. Loss of a hospital contract or relationship would not only result in a loss of net revenue but may also result in a loss of the outpatient net revenue derived from our association with the hospital and its medical staff. Any such loss could also result in an impairment of the balance sheet value of the assets we have acquired or may acquire, requiring substantial charges to earnings. Continuing consolidation in the hospital industry resulting in fewer hospitals and fewer laboratories enhances the risk that some of our hospital contracts and relationships may be terminated, which could have an adverse effect on our business, financial condition and results of operations.

If we cannot effectively implement our internal growth strategy, it would materially and adversely affect our business and results of operations.

        Our focus on internal growth, which is based upon our existing relationships and services offered, is a departure from our prior focus on growth through acquisitions. The success of our strategy rests upon increasing testing volumes, improving the mix of our services and obtaining more favorable pricing, all of which will result in a greater focus on our sales and marketing function. The success of this strategy also is dependent upon our ability to hire and retain qualified personnel, including pathologists, to develop new areas of expertise and new customer relationships and to expand our current relationships with existing customers. There can be no assurance that we will be able to make our new strategy a success.

We may inherit significant liabilities from operations that we have acquired or acquire in the future.

        We perform due diligence investigations with respect to potential liabilities of acquired operations and typically obtain indemnification from the sellers of such operations. Nevertheless, undiscovered claims may arise, and liabilities for which we become responsible may be material and may exceed either the limitations of any applicable indemnification provisions or the financial resources of the indemnifying parties. Claims or liabilities of acquired operations may include matters involving compliance with laws, including healthcare laws. While we believe, based on our due diligence investigations, that our acquired operations were generally in compliance with applicable healthcare

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laws prior to their acquisition, they may not have been in full compliance and we may become accountable for their non-compliance. A violation of the healthcare laws could result in monetary fines, government recoupment of fees previously paid to us, forfeiture of revenues due to us or civil and criminal penalties. In such situations, we may also be excluded from participation in Medicare, Medicaid and other federal and state healthcare programs. Any one of these consequences could have an adverse effect on our business, financial condition and results of operations.

We have significant contingent liabilities payable to many of the sellers of operations that we have acquired.

        In connection with our past acquisitions, we typically have agreed to pay the sellers additional consideration in the form of contingent note obligations. Payment on these contingent notes typically depends upon the financial performance of the acquired operation or the retention of specified hospital contracts over periods ranging from three to five years after the acquisition. The amount of these contingent note payments cannot be determined until the contingency periods terminate and the level of the performance is ascertainable. As of December 31, 2002, if the minimum performance that would result in the maximum amount being payable for existing contingent notes were achieved, we would be obligated to make principal payments of approximately $148.6 million over the next five years. Lesser amounts would be paid if the maximum criteria are not met. Although we believe we will be able to make payments on existing contingent notes from the cash collateral account of $67.0 million that will be held by our parent after the consummation of the Transactions, it is possible that such payments, or payments on additional contingent notes issued as part of future acquisitions, could cause significant liquidity problems for us. See "The Transactions," "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes" and "Contingent Notes and the Cash Collateral Account."

We have recorded a significant amount of intangible assets, which may never generate the returns we expect.

        Our acquisitions have resulted in significant increases in net identifiable intangible assets and goodwill. Net identifiable intangible assets, which include hospital contracts, physician client lists, management service agreements and laboratory contracts acquired in acquisitions, were approximately $275.2 million at December 31, 2002, representing approximately 38.8% of our total assets. Goodwill, which relates to the excess of cost over the fair value of the net assets of the businesses acquired, was approximately $277.3 million at December 31, 2002, representing approximately 39.1% of our total assets. Goodwill and net identifiable intangible assets are recorded at fair value on the date of acquisition and, under Financial Accounting Standards Board Statement No. 142, will be reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in performance of the acquired company, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of the acquired business, and a variety of other circumstances. The amount of any impairment must be written off. We evaluated our recorded goodwill and identifiable intangible assets as of December 31, 2002 and determined that there was no asset impairment charge required with respect to our intangible assets. We may not ever realize the full value of our intangible assets. Any future determination requiring the write-off of a significant portion of intangible assets would have an adverse effect on our financial condition and results of operations.

Our business is highly dependent on the recruitment and retention of qualified pathologists and the retention of our key executives.

        Our business is dependent upon recruiting and retaining pathologists, particularly those with subspecialties, such as dermatopathology, hematopathology, immunopathology and cytopathology. While we have been able to recruit and retain pathologists in the past, we may be unable to continue to do so

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in the future as competition for the services of pathologists increases. In addition, we may need to provide more compensation to our pathologists in order to enhance our recruitment and retention efforts and may be unable to recover these increased costs through price increases. The relationship between the pathologists and their respective local medical communities is important to the operation and continued profitability of each of our local operations. Loss of even one of our pathologists could lead to the loss of hospital contracts or other sources of revenue derived from our relationship with the pathologist. For the years ending 2000, 2001 and 2002, turnover rates for our pathologists were 10.0%, 8.8% and 8.4%, respectively. If turnover rates were to increase, our revenues and earnings could be adversely affected.

        In addition, we also rely on the leadership of our executive officers. Brian Carr, our former President, will be leaving our company as of May 1, 2003. If other executives retire, resign or are terminated by us, we may be unable to replace them on a timely basis, which could have an adverse effect on our business and results of operations.

We may be unable to enforce non-competition provisions with departed pathologists.

        We either directly employ our pathologists or control a physician-owned entity that employs our pathologists. Each of our pathologists typically enters into an employment agreement with us or a company we control. Most of these employment agreements prohibit the pathologist from competing with our company within a defined geographic area and prohibit solicitation of other pathologists, employees or clients for a period of one to two years after termination of employment. We attempt to structure all of these contracts in accordance with applicable laws and to maintain and enforce these contracts as necessary. However, agreements not to compete are subject to many limitations under state law and these limitations may vary from state to state. We cannot predict whether a court will enforce the non-competition covenants in our various employment agreements. A finding that these covenants are unenforceable could have an adverse effect on our business, financial condition and results of operations.

Competition from other providers of pathology services may materially harm our business.

        We have numerous competitors, including anatomic pathology practices, large physician group practices, hospital laboratories, specialized commercial laboratories and the anatomic pathology divisions of some national clinical laboratories. Moreover, companies in other healthcare segments, some of which have previously been customers of ours, such as hospitals, national clinical laboratories, managed care organizations and other third-party payors, may enter our markets and begin to compete with us. For example, we have experienced a substantial decline in the volume of business we receive from Quest Diagnostics, Incorporated, or Quest, a national clinical laboratory company and customer of ours, which has begun to compete with us in some markets. We expect that over the next year Quest will finish internalizing the remainder of the anatomic pathology work subcontracted to us and will no longer be a customer of ours. Some of our competitors may have greater financial resources than us, which could further intensify competition. Increasing competition may erode our customer base, reduce our sources of revenue, cause us to reduce prices, enter into more capitated contracts in which we take on greater pricing risks or increase our marketing and other costs of doing business. Increasing competition may also impede our growth objectives by making it more difficult or more expensive for us to acquire or affiliate with additional pathology operations.

We depend on numerous complex information systems, and any failure to successfully maintain those systems or implement new systems could materially harm our operations.

        We depend upon numerous information systems for operational and financial information, test reporting for our physicians and our complex billing operations. We currently have several major information technology initiatives underway, including the integration of information from our

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operations. No assurance can be given that we will be able to enhance existing or implement new information systems that can integrate successfully our disparate operational and financial information systems. In addition to their integral role in helping our operations realize efficiencies, these new systems are critical to developing and implementing a comprehensive enterprise-wide management information database. To develop an integrated network, we must continue to invest in and administer sophisticated management information systems. We may experience unanticipated delays, complications and expenses in implementing, integrating and operating our systems. Furthermore, our information systems may require modifications, improvements or replacements as we expand and as new technologies become available. These modifications, improvements or replacements may require substantial expenditures and may require interruptions in operations during periods of implementation. Moreover, implementation of these systems is subject to the availability of information technology and skilled personnel to assist us in creating and implementing the systems. The failure to successfully implement and maintain operation, financial, test reports, billing and physician practice information systems would have an adverse effect on our business, financial condition and results of operations.

Failure to timely or accurately bill for our services may have a substantial negative impact on our revenues, cash flow and bad debt expense.

        Billing for laboratory testing services involves numerous parties and complex issues and procedures. The industry practice is to perform tests in advance of payment and without certainty as to the outcome of the billing process. We bill various payors, such as patients, government programs, physicians, hospitals and managed care organizations. These various payors have different billing information requirements and typically reimburse us only for medically necessary tests and only after we comply with a variety of procedures, such as providing them with Current Procedural Terminology, or CPT, codes and other information. If we do not meet all of the payors' stringent requirements, we may not be reimbursed, which would increase our bad debt expense.

        Among many other factors complicating our billing are:

•

disputes between payors as to which party is responsible for payment,



•

disparity in coverage among various payors and



•

difficulty satisfying the specific compliance requirements and CPT coding of and other procedures mandated by various payors.

        The complexity of laboratory billing also tends to cause delays in our cash collections. Confirming incorrect or missing billing information generally slows down the billing process and increases the age of our accounts receivable. We assume the financial risk related to collection, including the potential write-off of doubtful accounts and delays due to incorrect or missing information.

Our tests and business processes may infringe on the intellectual property rights of others, which could cause us to engage in costly litigation, pay substantial damages or prohibit us from selling our services.

        Other companies or individuals, including our competitors, may obtain patents or other property rights that would prevent, limit or interfere with our ability to develop, perform or sell our tests or operate our business. As a result, we may be involved in intellectual property litigation and may be found to infringe on the proprietary rights of others, which could force us to do one or more of the following:

•

cease developing and performing services that incorporate the challenged intellectual property,



•

obtain and pay for licenses from the holder of the infringed intellectual property right,



•

redesign or reengineer our tests,

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•

change our business processes or



•

pay substantial damages, court costs and attorneys' fees, including potentially increased damages for any infringement determined to be willful.

        Infringement and other intellectual property claims, whether with or without merit, can be expensive and time-consuming to litigate. In addition, any requirement to reengineer our tests or change our business processes could substantially increase our costs, force us to interrupt the delivery of our services or delay new test releases.

FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, each of which are subject to risks and uncertainties. All statements other than statements of historical facts included in this prospectus that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of AmeriPath and its subsidiaries. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

        These forward-looking statements are based on our expectations and beliefs concerning future events affecting us. They are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this prospectus, including the risks outlined under "Risk Factors," will be important in determining future results.

        Because of these factors, we caution that investors should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made and except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

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THE EXCHANGE OFFER

Purpose and Effect

        Concurrently with the sale of the old notes on March 27, 2003, we entered into a registration rights agreement with the initial purchasers of the old notes. The registration rights agreement requires us to file a registration statement under the Securities Act with respect to the exchange notes and, upon the effectiveness of the registration statement, offer to the holders of the old notes the opportunity to exchange their old notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must cause the registration statement to be declared effective within 180 days of the issue date of the old notes and must consummate the exchange offer within 40 days after the effective date of our registration statement.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the old notes and the exchange notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and this summary of the material provisions of the registration rights agreement does not purport to be complete and is qualified in its entirety by reference to the complete registration rights agreement. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain liquidated damages on the old notes provided in the registration rights agreement. Following the completion of the exchange offer, holders of old notes not tendered will not have any further registration rights other than as set forth in the paragraphs below, and the old notes will continue to be subject to certain restrictions on transfer. Additionally, the liquidity of the market for the old notes could be adversely affected upon consummation of the exchange offer. See "Risk Factors—If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected."

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder,



•

the holder is not engaging in and does not intend to engage in a distribution of the exchange notes,



•

the holder does not have an arrangement or understanding with any person to participate in the distribution of the exchange notes,



•

the holder is not an "affiliate," as defined under Rule 405 under the Securities Act, of AmeriPath or any subsidiary guarantor, and



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of such exchange notes.

        Under certain circumstances specified in the registration rights agreement, we may be required to file a "shelf" registration statement for a continuous offer in connection with the old notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange

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notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

is an "affiliate," within the meaning of Rule 405 under the Securities Act, of AmeriPath or any subsidiary guarantor,



•

is a broker-dealer who purchased old notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act,



•

acquired the exchange notes other than in the ordinary course of the holder's business,



•

has an arrangement with any person to engage in the distribution of the exchange notes, or



•

is prohibited by any law or policy of the SEC from participating in the exchange offer.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution." Broker-dealers who acquired old notes directly from us and not as a result of market making activities or other trading activities may not rely on the staff's interpretations discussed above or participate in the exchange offer, and must comply with the prospectus delivery requirements of the Securities Act in order to sell the old notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2003, or such date and time to which we extend the offer. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000 in principal amount.

        The exchange notes will evidence the same debt as the old notes and will be issued under the terms of, and entitled to the benefits of, the indenture relating to the old notes.

        As of the date of this prospectus, $275.0 million in aggregate principal amount of old notes were outstanding, and there was one registered holder, a nominee of the Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the old notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

        We will be deemed to have accepted validly tendered old notes when and if we have given oral or written notice thereof to U.S. Bank, National Association, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted old notes will be returned, without expense, to the tendering holder of those old notes as promptly as practicable after the expiration date unless the exchange offer is extended.

30

        Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on                        , 2003, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date and will also disseminate notice of any extension by press release or other public announcement prior to 9:00 a.m., New York City time. We reserve the right, in our sole discretion:

•

to delay accepting any old notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to the Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or



•

to amend the terms of the exchange offer in any manner.

        In the event that we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Procedures for Tendering

        Only a holder of old notes may tender the old notes in the exchange offer. Except as set forth under "—Book-Entry Transfer," to tender in the exchange offer a holder must complete, sign and date the letter of transmittal, or a copy of the letter of transmittal, have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal and mail or otherwise deliver the letter of transmittal or copy to the exchange agent prior to the expiration date. In addition:

•

certificates for the old notes must be received by the exchange agent along with the letter of transmittal prior to the expiration date or



•

a timely confirmation of a book-entry transfer, or a book-entry confirmation, of the old notes, if that procedure is available, into the exchange agent's account at The Depository Trust Company, which we refer to as the book-entry transfer facility, following the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date, or you must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the letter of transmittal and the required documents must be received by the exchange agent at the address set forth under "—Exchange Agent" prior to the expiration date.

        Your tender, if not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions set forth herein and in the letter of transmittal.

        The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Instead of delivery by mail, it is recommended that you use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notes should be sent to us. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you.

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        Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender on its own behalf, the beneficial owner must, prior to completing and executing the letter of transmittal and delivering the owner's old notes, either make appropriate arrangements to register ownership of the old notes in the beneficial owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act unless old notes tendered pursuant thereto are tendered:

•

by a registered holder who has not completed the box entitled "Special Registration Instruction" or "Special Delivery Instructions" on the letter of transmittal, or



•

for the account of an eligible guarantor institution.

        If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantee must be by any eligible guarantor institution that is a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any old notes listed in the letter of transmittal, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as that registered holder's name appears on the old notes.

        If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers persons should so indicate when signing, and evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal unless waived by us.

        All questions as to the validity, form, eligibility, including time of receipt, acceptance, and withdrawal of tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent, nor any other person shall incur any liability for failure to give that notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date, unless the exchange offer is extended.

        In addition, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date or, as set forth under "—Conditions to the Exchange Offer," to terminate the exchange offer and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions, or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer.

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        In all cases, issuance of exchange notes for old notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent's account at the book-entry transfer facility, a properly completed and duly executed letter of transmittal or, with respect to The Depository Trust Company and its participants, electronic instructions in which the tendering holder acknowledges its receipt of and agreement to be bound by the letter of transmittal, and all other required documents. If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if old notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility according to the book-entry transfer procedures described below, those non-exchanged old notes will be credited to an account maintained with that book-entry transfer facility, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where those old notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the old notes at the book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of old notes being tendered by causing the book-entry transfer facility to transfer such old notes into the exchange agent's account at the book-entry transfer facility in accordance with that book-entry transfer facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or copy of the letter of transmittal, with any required signature guaranties and any other required documents, must, in any case other than as set forth in the following paragraph, be transmitted to and received by the exchange agent at the address set forth under "—Exchange Agent" on or prior to the expiration date or the guaranteed delivery procedures described below must be complied with.

        The Depository Trust Company's Automated Tender Offer Program is the only method of processing exchange offers through The Depository Trust Company. To accept the exchange offer through the Automated Tender Offer Program, participants in The Depository Trust Company must send electronic instructions to The Depository Trust Company through The Depository Trust Company's communication system instead of sending a signed, hard copy letter of transmittal. The Depository Trust Company is obligated to communicate those electronic instructions to the exchange agent. To tender old notes through the Automated Tender Offer Program, the electronic instructions sent to The Depository Trust Company and transmitted by The Depository Trust Company to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal.

Guaranteed Delivery Procedures

        If a registered holder of the old notes desires to tender old notes and the old notes are not immediately available, or time will not permit that holder's old notes or other required documents to

33

reach the exchange agent prior to 5:00 p.m., New York City time, on the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible guarantor institution;



•

prior to 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from that eligible guarantor institution a properly completed and duly executed letter of transmittal or a facsimile of a duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, by telegram, telex, fax transmission, mail or hand delivery, setting forth the name and address of the holder of old notes and the amount of the old notes tendered and stating that the tender is being made by guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by the eligible guarantor institution with the exchange agent; and



•

the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of old notes to be effective, a written or, for The Depository Trust Company participants, electronic Automated Tender Offer Program transmission, notice of withdrawal, must be received by the exchange agent at its address set forth under "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn, whom we refer to as the depositor,



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of such old notes,



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of such old notes into the name of the person withdrawing the tender and



•

specify the name in which any such old notes are to be registered, if different from that of the depositor.

        All questions as to the validity, form, eligibility and time of receipt of such notices will be determined by us, whose determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange, but which are not exchanged for any reason, will be returned to the holder of those old notes without cost to that holder as soon as practicable after withdrawal, rejection of tender, or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures under "—Procedures for Tendering" at any time on or prior to the expiration date.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any old notes and may terminate or amend the

34

exchange offer if at any time before the acceptance of those old notes for exchange or the exchange of the exchange notes for those old notes, we determine that the exchange offer violates applicable law, any applicable interpretation of the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

        In addition, we will not accept for exchange any old notes tendered, and no exchange notes will be issued in exchange for those old notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. U.S. Bank, National Association has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail; Hand Delivery or Overnight Courier:
U.S. Bank, National Association
Specialized Finance Department
180 East 5^th Street
St. Paul, MN 55101
Reference: AmeriPath, Inc.
By Facsimile (Eligible Institutions Only):
(651) 244-1537
Reference: AmeriPath, Inc.

For Information or Confirmation by Telephone:
(800) 934-6802

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, accounting, legal, printing and related fees and expenses.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be

35

returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those old notes.

Consequences of Not Tendering

        As a result of this exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Holders who do not tender their old notes, except for limited circumstances involving the initial purchasers or holders of old notes who are not eligible to participate in the exchange offer or who do not receive freely transferrable exchange notes under the exchange offer, will not have any further registration rights under the registration rights agreement or otherwise and will not have rights to receive additional interest. Accordingly, any holder who does not exchange its old notes for exchange notes will continue to hold the untendered old notes and will be entitled to all the rights and subject to all the limitations applicable under the indenture, except to the extent that the rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

        Any old notes that are not exchanged for exchange notes under the exchange offer will remain restricted securities within the meaning of the Securities Act of 1933. In general, the old notes may be resold only:

•

to us or any of our subsidiaries,



•

inside the United States to a "qualified institutional buyer" in compliance with Rule 144A under the Securities Act,



•

inside the United States to an institutional "accredited investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, or an "accredited investor" that, prior to the transfer, furnishes or has furnished on its behalf by a U.S. broker-dealer to the trustee under the indenture a signed letter containing various representations and agreements relating to the restrictions on transfer of the new notes, the form of which letter can be obtained from the trustee,



•

outside the United States in compliance with Rule 904 under the Securities Act,



•

in reliance on the exemption from registration provided by Rule 144 under the Securities Act, if available, or



•

under an effective registration statement under the Securities Act.

        Each accredited investor that is not a qualified institutional buyer and that is an original purchaser of any of the old notes from the initial purchasers will be required to sign a letter confirming that it is an accredited investor under the Securities Act of 1933 and that it acknowledges the transfer restrictions summarized above.

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement, dated March 27, 2003, by and among Amy Acquisition Corp., the subsidiary guarantors party thereto, and the initial purchasers of the old notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. Instead, we will receive in exchange old notes in like principal amount. We will retire or cancel all of the old notes tendered in the exchange offer.

        On March 27, 2003, we issued and sold the old notes. We used the proceeds from the offering of the old notes, borrowings under our new credit facility, the proceeds of equity contributions from our parent and existing AmeriPath cash to finance the Transactions and pay related fees and expenses. See "The Transactions." The equity contributions from our parent were financed with cash proceeds from the issuance of our parent's common stock to Welsh, Carson, Anderson & Stowe IX, L.P. and other equity investors. See "Security Ownership of Certain Beneficial Owners and Management."

        In connection with the Transactions, our parent also issued to WCAS Capital Partners III, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe IX, L.P., $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock for an aggregate purchase price of $67.0 million. The proceeds from this transaction were deposited into a cash collateral account, which cash, subject to some exceptions, will be contributed to us from time to time to fund future payments under our contingent notes related to our prior acquisitions. See "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes" and "Contingent Notes and the Cash Collateral Account."

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CAPITALIZATION

        The following table sets forth our capitalization as of December 31, 2002, on a historical and on a pro forma basis giving effect to the Transactions as if they had occurred on that date. This table should be read in conjunction with the information contained in "Unaudited Pro Forma Consolidated Financial Information," "Selected Historical Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes," "Contingent Notes and the Cash Collateral Account" and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

        In connection with the Transactions, our parent also issued to WCAS Capital Partners III, L.P., $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock, for an aggregate purchase price of $67.0 million. The proceeds from this transaction were deposited into a cash collateral account, which cash, subject to some exceptions, will be contributed to us from time to time to fund future payments under our contingent notes relating to our prior acquisitions. See "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes" and "Contingent Notes and the Cash Collateral Account."

			As of December 31, 2002
			Actual		Pro Forma
			(in thousands)
Cash and cash equivalents			$	964	$	13,174
Debt:
	Former revolving credit facility		$	113,190	$	—
	New revolving loan facility(1)			—		—
	New term loan facility			—		225,000
	Senior subordinated notes			—		275,000
	Other debt(2)			3,063		3,063
		Total debt		116,253		503,063
Stockholders' equity				451,326		298,300
		Total capitalization	$	567,579	$	801,363

(1)

The total revolving loan availability is $65.0 million. At the closing of the merger, we used approximately $2.0 million of revolving loan availability to issue letters of credit to backstop letters of credit outstanding under our former revolving credit facility. The new revolving credit facility was otherwise undrawn at closing.

(2)

Other debt consists of capital leases and subordinated notes issued or assumed by us in connection with some of our past acquisitions.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following selected historical consolidated financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated audited financial statements. The following selected historical consolidated financial information at and for the years ended December 31, 1998, 1999, 2000, 2001 and 2002 has been derived from our consolidated audited financial statements. Our consolidated audited financial statements for the year ended December 31, 2002 have been audited by Ernst & Young LLP, our independent auditors. Our consolidated audited financial statements for the years ended December 31, 1998, 1999, 2000 and 2001 have been audited by Deloitte & Touche LLP. We have restated the historical information below for the years ended December 31, 1998, 1999 and 2000 to reflect our combination with Pathology Consultants of America, Inc., also known as Inform DX, on November 30, 2000, which we accounted for as a pooling of interests.

			Fiscal Year ended December 31,
			1998			1999			2000			2001			2002
						(dollars in thousands)
Statement of Operations Data:
Net revenue			$	193,316		$	257,432		$	330,094		$	418,732		$	478,818
Operating costs and expenses:
	Cost of services			87,700			122,685			163,390			200,102			238,573
	Selling, general and administrative expense			36,709			47,159			58,411			71,856			84,868
	Provision for doubtful accounts			18,698			25,289			34,040			48,287			58,170
	Amortization expense			9,615			12,827			16,172			18,659			11,389
	Merger-related charges(1)			—			—			6,209			7,103			2,836
	Asset impairment and related charges(2)			—			—			9,562			3,809			2,753
		Total operating costs and expenses		152,722			207,960			287,784			349,816			398,589
Income from operations				40,594			49,472			42,310			68,916			80,229
Interest expense				(8,560	)		(9,573	)		(15,376	)		(16,350	)		(4,016	)
Termination of interest rate swap agreement(3)				—			—			—			(10,386	)		—
Write-down of investment(4)				—			—			—			—			(1,000	)
Other, net				150			286			226			145			548
Income before income taxes and extraordinary loss				32,184			40,185			27,160			42,325			75,761
Provision for income taxes				13,941			17,474			14,068			18,008			31,120
Income before extraordinary loss				18,243			22,711			13,092			24,317			44,641
Extraordinary loss, net of tax benefit(5)				—			—			—			(965	)		—
Net income				18,243			22,711			13,092			23,352			44,641
Induced conversion and accretion of preferred stock(6)				(75	)		(131	)		(1,604	)		—			—
Net income available to common stockholders			$	18,168		$	22,580		$	11,488		$	23,352		$	44,641
Other Data:
Ratio of earnings to fixed charges(7)				5.49x			5.80x			3.53x			4.81x			15.33x
Cash paid for interest			$	8,034		$	8,924		$	14,645		$	17,295		$	3,888

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	As of December 31,
	1998		1999		2000		2001		2002
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	6,383	$	1,713	$	2,418	$	3,208	$	964
Total assets		390,413		478,896		562,166		604,440		708,460
Long-term debt		123,917		168,614		201,747		93,322		116,253
Convertible redeemable preferred stock		15,373		15,504		—		—		—
Stockholders' equity		180,378		206,214		249,665		399,190		451,326

(1)

In connection with our combination with Inform DX, we recorded $6.2 million and $7.1 million for 2000 and 2001, respectively, of costs related to transaction fees, change in control payments and various exit costs associated with the consolidation of certain operations. In addition, in connection with the Transactions we recorded $2.8 million in transaction fees in the fourth quarter of 2002.

(2)

During 2000, we recorded the following asset impairment and related charges: (a) $3.3 million in connection with the termination of our services in South Florida by Quest Diagnostics, Incorporated, or Quest, (b) $5.2 million in connection with a hospital system, where we provided services, filing for bankruptcy resulting in our loss of three hospital contracts and an ambulatory care facility contract and (c) $1.0 million in connection with the loss of a hospital contract in South Florida to a competitor. During the fourth quarter of 2001, we recorded an asset impairment charge of $3.8 million related to the closure of an Alabama laboratory acquired in 1996. During 2002, we recorded pre-tax, non-cash charges consisting of approximately $2.1 million in connection with the write-off of our remaining Quest laboratory contract intangibles and approximately $0.7 million in connection with our termination of a management service agreement in Georgia.

(3)

In connection with the termination of a former credit facility during the fourth quarter of 2001, we made a one-time pre-tax payment of $10.4 million to terminate our interest rate swap agreements.

(4)

During 2002, we recorded a non-cash, pre-tax write-down of $1.0 million as the result of a decline in the fair value of our investment in a genomics company. Our investment in this company has been completely written down.

(5)

During the fourth quarter of 2001, we terminated a former credit facility and recorded an extraordinary loss, net of tax of approximately $1.0 million in connection with the write-off of previously deferred financing costs.

(6)

During 2000, we recorded a charge of $1.5 million in connection with an induced conversion of preferred stock equal to 247,169 shares of common stock issued at a fair value of $6.22.

(7)

Ratio of earnings to fixed charges is defined as income from operations plus fixed charges over fixed charges. Fixed charges represent interest expense, including amortization of deferred debt costs, plus an estimate of the interest portion of rental expense.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma consolidated financial information has been derived by the application of pro forma adjustments to our historical consolidated financial statements. The unaudited pro forma financial statements for the periods presented give effect to a number of events, including the following:

•

borrowings under our new credit facility and the offering of the old notes and the application of the net proceeds therefrom,



•

the equity contributions from Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors,



•

the merger of AmeriPath with Amy Acquisition Corp. and the related purchase price adjustments and



•

our seven acquisitions completed in 2002.

        The unaudited pro forma condensed consolidated statements of operations for the periods presented give effect to these adjustments, as if they had been consummated on January 1, 2002. The unaudited pro forma condensed consolidated balance sheet gives effect to the Transactions as if they had occurred on December 31, 2002.

        Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information is for comparative purposes only and does not purport to represent what our financial position or results of operations would actually have been had the Transactions in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period. The unaudited pro forma consolidated financial information should be read in conjunction with our historical consolidated financial statements and related notes included elsewhere in this prospectus.

        The merger is accounted for, and is presented in the pro forma consolidated financial information, under the purchase method of accounting prescribed in Statement of Financial Accounting Standards No. 141 "Business Combinations," or SFAS 141, with intangible assets recorded in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The purchase price, including transaction-related fees, has been preliminarily allocated to our tangible and identifiable intangible assets and liabilities based upon our preliminary estimates of fair value, with the remainder allocated to goodwill. In accordance with the provisions of SFAS No. 142, no amortization of indefinite-lived intangible assets or goodwill will be recorded. The purchase accounting adjustments described in the accompanying notes are preliminary. Revisions to the preliminary purchase price allocation may have a significant impact on the pro forma amounts of total assets, total liabilities, common stockholders' equity, cost of services, selling general and administrative expense, amortization of intangible assets and the provision for income taxes.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

As of December 31, 2002

(dollars in thousands)

			Historical Basis		Pro Forma Adjustments			Pro Forma Total
Assets
Current Assets:
	Cash and cash equivalents		$	964	$	12,210	(1)	$	13,174
	Restricted cash			8,453					8,453
	Accounts receivable, net			90,886					90,886
	Inventories			1,823					1,823
	Other current assets			21,982					21,982
		Total current assets		124,108					136,318
Property and equipment, net				26,126					26,126
Goodwill, net				277,337		201,374	(2)		478,711
Identifiable intangibles, net				275,219					275,219
Other				5,670		20,200	(3)		25,870
Total Assets			$	708,460				$	942,244
Liabilities and Stockholders' Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	54,399				$	54,399
	Current portion of long-term debt			433					433
	Other current liabilities			5,491					5,491
		Total current liabilities		60,323					60,323
Long-Term Liabilities:
	Former revolving credit facility			113,190		(113,190	)(1)		—
	New revolving loan facility			—					—
	New term loan facility			—		225,000	(1)		225,000
	Senior subordinated notes			—		275,000	(1)		275,000
	Long-term debt			2,630					2,630
	Other liabilities			1,547					1,547
	Deferred tax liability			79,444					79,444
		Total long-term liabilities		196,811					583,621
Stockholders' Equity:
	Common stock			307		(307	)(4)		—
	Additional paid-in capital			321,658		(23,358	)(4)		298,300
	Retained earnings			129,361		(129,361	)(4)		—
		Total stockholders' equity		451,326					298,300
Total Liabilities and Stockholders' Equity			$	708,460				$	942,244

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(dollars in thousands)

(1)

Represents the application of funds from the Transactions as follows:

Sources of funds:
	New term loan facility	$	225,000
	Senior subordinated notes		275,000
	Cash equity contribution		296,200
Use of funds:
	Cash consideration in connection with the Transactions(a)		(629,300	)
	Repayment of former revolving credit facility		(113,190	)
	Transaction costs(b)		(41,500	)
Net cash(c)		$	12,210

(a)

Consists of the aggregate approximate amount payable to AmeriPath, Inc. stockholders and option holders in connection with the merger.



(b)

Consists of the $20,300 of costs expensed in (2)(b) below and the $21,200 of new deferred financing costs capitalized as discussed in (2) below.



(c)

The amount reflected as pro forma cash and cash equivalents as of December 31, 2002 was used to fund amounts outstanding at closing under our former revolving credit facility ($127.5 million), which was greater than the amount outstanding under our former revolving credit facility as of December 31, 2002 ($113.2 million).

(2)

Upon completion of the Transactions we became a wholly owned subsidiary of AmeriPath Holdings, Inc., which is a wholly owned subsidiary of Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors. Generally accepted accounting principles require that any amounts recorded or incurred (such as goodwill or debt) by our parent as a result of the Transactions be "pushed down" and recorded on our financial statements. The following table summarizes the preliminary allocation of the Transactions as if we had been purchased by Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors on December 31, 2002.

Cash equity contribution	$	296,200
Rollover equity(a)		23,400
Total liabilities		643,944
Fair value of assets acquired		(740,870	)
Transaction costs and write-off of deferred financing costs(b)		(21,300	)
Excess purchase price(c)	$	201,374

(a)

Represents 1,534,480 shares of AmeriPath common stock, valued at their aggregate acquisition cost basis, which were owned by Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates prior to the merger. Prior to the merger, these shares were contributed to our parent in exchange for shares of our parent's common stock. Upon consummation of the merger, these shares were cancelled without payment of any merger consideration.



(b)

Transaction costs include estimated legal and accounting fees of $4,400, advisory fees of $15,700, other costs and expenses of $200 that have been expensed as incurred, plus the write-off of $1,000 of deferred financing costs as a result of repaying our former revolving credit facility. Transaction costs do not include approximately $21,200 of deferred financing costs that will be capitalized.

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(c)

Represents the excess purchase price over net assets acquired and liabilities assumed. Based on our preliminary purchase price allocation this amount has been recorded as goodwill. Subsequent to the closing of the Transactions, we will review the purchase allocation and determine whether any of the purchase price that has been allocated to goodwill should be allocated to identifiable intangibles. If we determine that a portion of the amount we allocated to goodwill should be allocated to identifiable intangibles, we may incur additional amortization expense in future periods.

(3)

Represents the elimination of $1,000 of our deferred financing costs as a result of repaying our former revolving credit facility and the recording of approximately $21,200 of new deferred financing costs in connection with the Transactions.

(4)

Adjustments necessary to adjust our equity to equal our parent's investment in us are computed as follows:

Cash equity contribution	$	296,200
Rollover equity		23,400
Transaction costs expensed		(20,300	)
Write-off of deferred financing costs		(1,000	)
Stockholders' equity	$	298,300

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

For the year ended December 31, 2002

(dollars in thousands)

			AmeriPath Historical			2002 Acquisitions Historical(1)			Pro Forma Acquisition Adjustments			Pro Forma Combined			Pro Forma Transaction Adjustments			Pro Forma As Adjusted
Net revenue			$	478,818		$	19,042		$	(448	)(2)	$	497,412					$	497,412
Operating costs and expenses:
	Cost of services			238,573			11,110			(4,911	)(3)		244,772						244,772
	Selling, general and administrative expense			84,868			3,897						88,765						88,765
	Provision for doubtful accounts			58,170			729						58,899						58,899
	Amortization expense			11,389			—			1,134	(4)		12,523						12,523
	Merger-related charges			2,836			—						2,836		$	(2,836	)(5)		—
	Asset impairment and related charges			2,753			—						2,753						2,753
		Total operating costs and expenses:		398,589			15,736			(3,777	)		410,548			(2,836	)		407,712
Income from operations				80,229			3,306			3,329			86,864			2,836			89,700
Interest expense				(4,016	)		(145	)		(1,175	)(6)		(5,336	)		(39,997	)(7)		(45,333	)
Write-down of investment				(1,000	)		—						(1,000	)					(1,000	)
Other, net				548			(59	)					489						489
Income before income taxes				75,761			3,102			2,154			81,017			(37,161	)		43,856
Provision for income taxes				31,120			—			847	(8)		31,967			(15,719	)(8)		16,248
Net income			$	44,641		$	3,102		$	1,307		$	49,050		$	(21,442	)	$	27,608
Other Data:
EBITDA			$	99,220								$	107,343					$	110,179
Depreciation and amortization(9)			$	19,244								$	20,732					$	22,951
Ratio of earnings to fixed charges(10)				15.33x															2.91x

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS

(dollars in thousands)

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2002 gives effect to our seven acquisitions completed during 2002 and the completion of the Transactions as if the acquisitions and Transactions occurred on January 1, 2002.

(1)

The 2002 acquisitions historical column represents the unaudited historical operations of our seven 2002 acquisitions from January 1, 2002 to their respective dates of acquisition.

(2)

The adjustment represents the elimination of one month of management service revenue for one of our acquisitions, which was converted to a consolidated operation in February 2002.

(3)

This adjustment to reduce cost of services relates primarily to the reduction of historical physician compensation to the amounts that will be paid to those physicians in accordance with their post acquisition employment agreements.

(4)

This adjustment represents additional amortization for identifiable intangible assets based upon our preliminary allocation of purchase price related to our 2002 acquisitions from January 1, 2002 to their respective dates of acquisition. The identifiable intangible assets total approximately $37,000 and are being amortized over periods ranging from 19 to 25 years. In determining the preliminary lives of our identifiable intangibles we considered the acquisition's operating history, contract renewals, stability of customer lists, industry statistics and the lives assigned to similar intangibles already recorded on our books.

(5)

This adjustment eliminates non-recurring transaction costs that are directly related to the Transactions, which are included in AmeriPath, Inc.'s financial statements for 2002.

(6)

This adjustment represents additional interest expense related to amounts borrowed to finance our 2002 acquisitions as if they occurred on January 1, 2002. The adjustment assumes approximately $41,000 of borrowings for those acquisitions at our weighted average borrowing rate for 2002 of approximately 4.1%. This interest was calculated from January 1, 2002, to the respective dates of each acquisition.

(7)

The adjustment to interest expense represents the elimination of all historical interest expense, including the amortization of previously deferred financing costs. In addition, the adjustment includes the recording of interest expense for the Transactions, including amortization of deferred financing fees and unused commitment fees, as if the Transactions occurred as of January 1, 2002. Interest expense for the new term loan facility was calculated based on an outstanding principal amount of $225,000 at an interest rate equal to the 2002 ending three months LIBOR of 1.4% plus a 4.5% credit spread (5.9%). Interest expense for the senior subordinated notes was based on an outstanding principal amount of $275,000 at an estimated rate of 10.5%. The unused commitment fee was calculated assuming the new $65,000 revolving credit facility was undrawn during the year at a rate of 0.5%. Total deferred debt issuance costs were estimated to be approximately $21,200 and were amortized over periods ranging from six to ten years. The

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following table summarizes the Transactions' pro forma interest expense adjustment (in thousands).

Eliminate interest expense, including debt amortization		$	5,336
Interest on other subordinated debt			(285	)
Interest on new term loan facility			(13,275	)
Interest on senior subordinated notes			(28,875	)
Unused commitment fee			(325	)
Amortization of deferred financing costs			(2,573	)
	Transaction pro forma interest adjustment	$	39,997

(8)

Represents the incremental tax effect of the adjustments based upon our effective tax rate of 39.3%. The operations acquired during 2002 did not provide for such taxes in their historical financial statements.

(9)

Depreciation and amortization includes deferred financing costs of approximately $253, $253 and $2,573 for the historical, pro forma combined and pro forma, as adjusted columns, respectively.

(10)

Ratio of earnings to fixed charges is defined as income from operations plus fixed charges over fixed charges. Fixed charges represent interest expense, including amortization of deferred debt costs, plus an estimate of the interest portion of rental expense.

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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the Selected Historical Consolidated Financial Information, Unaudited Pro Forma Consolidated Financial Information and our consolidated financial statements and the related notes included elsewhere in this prospectus. References to "fiscal year" mean the year ending December 31. For example, "fiscal year 2002" or "fiscal 2002" means the period from January 1, 2002 to December 31, 2002.

General

        We are one of the leading anatomic pathology laboratory companies in the United States. We offer a broad range of anatomic pathology laboratory testing and information services used by physicians in the detection, diagnosis, evaluation and treatment of cancer and other diseases and medical conditions. We service an extensive referring physician base through our 15 regional laboratories and 32 satellite laboratories, and we provide inpatient diagnostic and medical director services at more than 200 hospitals. Our services are performed by over 400 pathologists.

        Since our formation in 1996, we have completed over 50 acquisitions of pathology laboratories and operations. In 2000, we merged with Pathology Consultants of America, Inc., also known as Inform DX. The Inform DX merger was accounted for as a pooling of interests. All of our prior years financial information has been restated to reflect the Inform DX merger.

        Because the laws of many states restrict corporations like us from directly employing physicians or owning corporations that employ physicians, we often conduct our business through affiliated entities that we manage and control but do not own. In states where we are under these restrictions, we perform only non-medical administrative and support services, do not represent to the public or our clients that we offer medical services and do not exercise influence or control over the practice of medicine by our physicians. Because of the degree of non-medical managerial control we exercise over our affiliated entities, we consolidate the financial results of these entities with those of our wholly owned operations. We collectively refer to these consolidated entities and our wholly owned operations as our "owned operations." In addition, we also have entered into management agreements with a few anatomic pathology laboratory operations over which we do not exercise non-medical managerial control and, accordingly, do not consolidate with our owned operations. We refer to these operations as our "managed operations." For fiscal year 2002, our revenues from owned operations and managed operations accounted for 94.7% and 5.3% of our total net revenues, respectively.

The Transactions

        On December 8, 2002, Holdings, which was then known as Amy Holding Company, and its wholly owned subsidiary Amy Acquisition Corp. entered into a merger agreement providing for the merger of Amy Acquisition Corp. with and into AmeriPath, with AmeriPath continuing as the surviving corporation and a wholly owned subsidiary of Holdings. The merger was consummated on March 27, 2003. For more information relating to the merger, see "The Transactions."

Financial Statement Presentation

        The following paragraphs provide a brief description of the most important items that appear in our financial statements and general factors that impact these items.

        Net Revenues.    Net revenues consists of revenues received from patients, third-party payors and others for services rendered. Our same store net revenue is affected by changes in customer volume, payor mix and reimbursement rates. References to "same store" refer to operations that have been included in our financial statements throughout the periods compared.

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        Cost of Services.    Cost of services consists principally of the compensation and fringe benefits of pathologists, medical malpractice insurance, licensed technicians and support personnel, laboratory supplies, shipping and distribution costs and facility costs. Historically, acquisitions, and the costs associated with additional personnel and facilities, have been the most significant factor driving increases in our cost of services.

        Selling, General and Administrative Expense.    Selling, general and administrative expense primarily includes the cost of field operations, corporate support, sales and marketing, information technology and billing and collections. As we have developed our national sales and marketing infrastructure, our selling, general and administrative expense has increased. In addition, spending on new information technology initiatives historically has contributed to increased expenses in this category.

        Provision for Doubtful Accounts.    Provision for doubtful accounts is affected by our mix of revenue from outpatient and inpatient services. Provision for doubtful accounts typically is higher for inpatient services than for outpatient services due primarily to a larger concentration of indigent and private pay patients, greater difficulty gathering complete and accurate billing information and longer billing and collection cycles for inpatient services. Management service revenue generally does not include a provision for doubtful accounts.

        Amortization Expense.    Our acquisitions have resulted in significant net identifiable intangible assets and goodwill. We record net identifiable intangible assets at fair value on the date of acquisition and amortize these assets over periods ranging from 10 to 40 years. Effective January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," which required us to cease amortizing goodwill and instead perform a transitional impairment test as of January 1, 2002 and an annual impairment analysis to assess the recoverability of goodwill. The results of both the transitional and annual impairment tests indicated no impairment of goodwill or other indefinite lived intangible. We continually evaluate whether events or circumstances have occurred that may warrant revisions to the carrying values of our goodwill and other identifiable intangible assets or to the estimated useful lives assigned to such assets. Any significant impairment recorded on the carrying values of our goodwill or other identifiable intangible assets would be recorded as a charge to income from operations and a reduction of intangible assets and could materially reduce our profitability in the period in which the charge is recorded.

Recent Trends and Events

        First Quarter of 2003.    Our income from operations plus depreciation and amortization (other than amortization of deferred financing costs), or EBITDA, for the first quarter of 2003 will be lower than EBITDA for the first quarter of 2002. EBITDA for the first quarter of 2002 was $26.7 million. We believe the principal reason for this decline in EBITDA is the fewer number of specimens sent to our laboratories in the Northeastern, Midwestern and Southwestern United States in January and February of this year as a result of severe weather conditions in those regions. In addition, we expect our EBITDA for the first quarter of 2003 will be negatively impacted, when compared to the first quarter of 2002, by the increased medical malpractice costs related to our new captive insurance arrangements and increased costs associated with replacing the loss of revenue under our Quest Diagnostics, Incorporated, or Quest, contracts. These negative factors will be partially offset by additional EBITDA resulting from our acquisitions completed during 2002.

        Medical Malpractice Costs.    In June 2002, we replaced our existing medical malpractice insurance coverage with third party insurance companies with a new self-insurance, or captive, arrangement. We entered into this self-insurance arrangement because we were unable to renew our existing coverage at acceptable rates, which we believe was an industry-wide event. Under our self-insurance structure, we retain more risk for medical malpractice costs, including settlements and claims expense, than under our previous coverage. While we have obtained excess liability coverage for medical malpractice costs,

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we have no aggregate excess stop loss protection, meaning there is no aggregate limitation on the amount of risk we retain under these arrangements. For fiscal year 2002, our medical malpractice costs were approximately $11.1 million, representing an increase of $6.9 million from fiscal year 2001. This increase included a fourth quarter charge for incurred but not reported claims of $4.0 million. Our medical malpractice costs are based on actuarial estimates of our medical malpractice settlement and claims expense and the costs of maintaining our captive insurance program and excess coverage. We periodically review and update the appropriateness of our accrued liability for medical malpractice costs. Because we retain these risks, in addition to an actual increase in claims or related expenses, a change in the actuarial assumptions upon which our medical malpractice costs are based could materially affect results of operations in a particular period even if we do not experience an actual increase in claims or related expenses.

        Quest contracts.    During the third quarter of 2002, Quest cancelled its contract with our Jacksonville laboratory, and during the first quarter of 2003, Quest cancelled its contract with our Orlando laboratory effective March 31, 2003. In addition, we currently are experiencing declines in the volume of our Quest business in our Philadelphia and California laboratories. Quest is in the process of internalizing the anatomic pathology work currently subcontracted to us. Our revenues from Quest in 2001 and 2002 were $27.9 million and $23.3 million, respectively. We expect the amount of revenue from our Quest contracts to continue to decline in 2003. As a result, we are attempting to broaden our customer base in these markets to mitigate the impact of the lost business. During the third quarter of 2002, we recorded a pre-tax, non-cash charge of approximately $2.1 million related to the various contract terminations. We have no further identifiable intangible assets relating to Quest and therefore we do not anticipate any future non-cash charges related to Quest.

        Medicare reimbursement.    On June 28, 2002, the Department of Health and Human Services' Centers for Medicare and Medicaid Services, or CMS, issued proposed revisions to payment policies under the physician fee schedule for calendar year 2003. Under the proposed rule, reimbursement from Medicare for anatomic pathology services would have decreased in 2003. The proposed rule called for an estimated 4.4% reduction in the physician fee schedule conversion factor in order to comply with Congressional budget mandates. In addition, the proposed rule would have reduced the amount of money paid to pathologists for practice and overhead expenses through a reduction in the pathologists' relative value unit factors. In December 2002, CMS published a final rule implementing a 4.4% reduction in the conversion factor mandated by Congress and reduced some pathology relative value unit factors. This rule was scheduled to take effect March 1, 2003. Congress, however, has since granted CMS the authority to recalculate the physician fee schedule conversion factor, which has the effect of rescinding the 4.4% conversion factor reduction and increasing the conversion factor by 1.6%.

Critical Accounting Policies

        Intangible Assets.    As of December 31, 2002, we had net identifiable intangible assets and goodwill of $275.2 million and $277.3 million, respectively. We continually assess whether an impairment in the carrying value of our intangible assets has occurred. If the undiscounted future cash flows over the remaining amortization period of an intangible asset indicates that the value assigned to the intangible asset may not be recoverable, we reduce the carrying value of the intangible asset. We would determine the amount of any such impairment by comparing anticipated discounted future cash flows from acquired businesses with the carrying value of the related assets. In performing this analysis, we consider such factors as current results, trends and future prospects, in addition to other relevant factors. As the result of this analysis, we recorded asset impairment charges of $9.6 million, $3.8 million and $2.8 million for the years ended December 31, 2000, 2001 and 2002, respectively.

        Our identifiable intangible assets include hospital contracts, physician referral lists, laboratory contracts and management service contracts acquired by us in connection with acquisitions. We record these assets at their fair value as of the date of acquisition as determined by us and amortize such

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amounts over the estimated periods to be benefited, ranging from 10 to 40 years. In determining these amortization periods, we consider each operation's history, contract renewals, stability of physician referral lists and industry statistics.

        Revenue Recognition.    We recognize net patient service revenue at the time we perform services. We record unbilled receivables for services rendered during, but billed subsequent to, the reporting period. We report net patient service revenue at the estimated realizable amounts from patients, third-party payors and others for services rendered. Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. We estimate our provision for estimated third-party payor settlements and adjustments in the period the related services are rendered and adjust in future periods as final settlements are determined. We adjust the provision and the related allowance periodically, based upon our evaluation of historical collection experience with specific payors for particular services, anticipated collection levels with specific payors for new services, industry reimbursement trends and other relevant factors.

        Captive Insurance Program.    Through June 30, 2002, we were insured for medical malpractice risks on a claims made basis under traditional insurance policies. We formed a self-insurance, or captive, insurance company, on July 1, 2002 to partially self-insure for medical malpractice costs. The captive arrangement, combined with excess coverage, provides insurance on a per claim basis. We do not have any aggregate excess stop loss protection. We use actuarial estimates to determine accruals for settlement costs, claims expenses and incurred but not reported claims. Actual costs in future periods could differ materially from actuarial studies, depending on the frequency and severity of actual claims experienced.

        Contingent Purchase Price.    Our acquisitions generally have been accounted for using the purchase method of accounting. The aggregate consideration paid, and to be paid, by us in connection with our acquisitions is based on a number of factors, including the acquired operation's demographics, size, local prominence, position in the marketplace and historical cash flows from operations. Assessment of these and other factors, including uncertainties regarding the health care environment, results in our being unable to reach agreement on the final purchase price with sellers of acquired operations. As a result, when acquiring operations we generally have used as consideration a combination of cash, stock, assumed liabilities and contingent notes. Typically, the contingent notes have been structured to provide for payments to sellers upon the achievement of specified levels of operating income by the acquired operations over three to five year periods from the date of acquisition. Some of our contingent notes have been structured to provide for payments to sellers contingent on the retention of specified hospital contracts by the acquired operations. In either case, the contingent notes are not contingent on the continued employment by us of the sellers. If a contingent note payment is earned, we are required to pay the specified amount and interest on this amount. The amount of the payments under our contingent notes cannot be determined until final determination of the operating income levels or other performance targets during the relevant periods specified in the respective agreements. Pursuant to SFAS 141, principal and interest payments made in connection with the contingent notes are accounted for as additional purchase price, which increases our recorded goodwill and, in accordance with generally accepted accounting principles in the United States, are not reflected in our results of operations.

        Provision for Doubtful Accounts and Related Allowance.    We estimate our provision for doubtful accounts in the period the related services are rendered and adjust in future accounting periods as necessary. We base the estimates for the provision and the related allowance on our evaluation of historical collection experience, the aging profile of the accounts receivable, the historical doubtful account write-off percentages, revenue channel, in other words, inpatient as opposed to outpatient, and other relevant factors.

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Principles of Consolidation

        Our consolidated financial statements include our accounts and those of our owned operations. As part of the consolidation process, we have eliminated intercompany accounts and transactions. We do not consolidate the results of operations of our managed operations.

Segments

        Our two reportable segments are our owned operations and our managed operations. We determine our segments based upon the type of service performed and our customers. Our owned operations provide anatomic pathology services to hospitals and referring physicians, while our managed operations provide management services to the affiliated physician groups. We evaluate performance based on revenue and income before amortization of intangibles, merger-related charges, asset impairment related charges, interest expense, other income and expense and income taxes, which we refer to as segment operating income. In addition to the business segments above, there are charges that are not allocated to the business segments.

Results of Operations

        The following table outlines, for the periods indicated, selected operating data as a percentage of net revenues.

			Years Ended December 31,
			2000		2001		2002
Net revenue			100.0	%	100.0	%	100.0	%
Operating costs and expenses:
	Cost of services		49.5		47.8		49.8
	Selling, general and administrative expense		17.7		17.2		17.7
	Provision for doubtful accounts		10.3		11.5		12.1
	Amortization expense		4.9		4.4		2.5
	Merger-related charges		1.9		1.7		0.6
	Asset impairment and related charges		2.9		0.9		0.6
		Total operating costs and expenses	87.2		83.5		83.3
Income from operations			12.8		16.5		16.7
Termination of interest rate swap agreement			—		(2.5	)	—
Write-down of investment			—		—		(0.2	)
Interest (expense) and other income, net			(4.6	)	(3.9	)	(0.7	)
Income before income taxes and extraordinary loss			8.2		10.1		15.8
Provision for income taxes			4.2		4.3		6.5
Income before extraordinary loss			4.0		5.8		9.3
Extraordinary loss, net of tax benefit			—		0.2		—
Net income			4.0		5.6		9.3
Induced conversion and accretion of preferred stock			(0.5	)	—		—
Net income available to common stockholders			3.5	%	5.6	%	9.3	%

Year ended December 31, 2002 compared with year ended December 31, 2001

        Net Revenue.    Net revenue for 2002 increased by $60.1 million, or 14.3%, from $418.7 million for 2001 to $478.8 million for 2002. Same store net revenue increased $38.3 million, or 9.2%, from $418.1 million for 2001 to $456.4 million for 2002. We estimate that 1% to 2% of the same store net revenue increase was attributable to price, including increases related to the increase in Medicare

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reimbursement, while the remaining 7% to 8% of the same store net revenue increase was attributable to increased volume and changes in our payor mix. Same store outpatient revenue increased $27.3 million, or 14.4%, from $189.1 million for 2001 to $216.4 million for 2002. Same store hospital revenue increased $9.7 million, or 4.9%, from $197.7 million for 2001 to $207.4 million for 2002, and same store management service revenue increased $1.3 million, or 4.2%, from $31.3 million for 2001 to $32.6 million for 2002 compared to the same period of the prior year. The remaining increase in net revenue of $21.8 million resulted from the operations acquired in 2001 and 2002.

        Cost of Services.    Cost of services for 2002 increased by $38.5 million, or 19.2%, from $200.1 million for 2001 to $238.6 million for 2002. The increase in cost of services was attributable primarily to the 9.2% increase in same store revenue as well as the impact of acquisitions in 2001 and 2002. Cost of services as a percentage of net revenues increased from 47.8% for 2001 to 49.8% for 2002. Gross margin decreased from 52.2% for 2001 to 50.2% for 2002. This gross margin decline was primarily due to increased malpractice costs of $6.9 million, or 1.4% of the margin decline, which included an increase in incurred but not reported costs of $4.0 million. In addition, the gross margin also was negatively impacted by excess capacity costs in Philadelphia and central Florida operations in anticipation of replacing lost Quest business with additional customers in these markets. In many markets, because of competition for technicians, periodic salary increases and retention bonuses have been necessary to retain and attract employees. Histology costs increased $7.8 million, or 18.4%, from $42.4 million for 2001 to $50.2 million for 2002, and physician costs increased $21.1 million, or 20.3%, from $104.1 million for 2001 to $125.2 million for 2002, with the remaining increases occurring in the areas of cytology, specimen receiving, transcription, and courier and distribution.

        Selling, General and Administrative Expense.    Selling, general and administrative expense increased by $13.0 million, or 18.1%, from $71.9 million for 2001 to $84.9 million for 2002. As a percentage of net revenues, selling, general and administrative expense increased from 17.2% for 2001 to 17.7% for 2002. Approximately $4.4 million, or 16.5%, of the increase was attributable to an increase in billing and collection costs from $26.6 million for 2001 to $31.0 million for 2002, which typically increases as revenue and cash collections increase. In addition, approximately $2.7 million, or 20.8%, of the increase was attributable to our sales and marketing effort increasing from $13.0 million for 2001 to $15.7 million for 2002. This increase primarily relates to a $1.3 million increase in salaries and commissions associated with the hiring of additional personnel to cover new markets as well as higher commissions being paid to support same store sales growth, a $0.7 million increase in administrative sales costs and a $0.5 million increase in program costs relating to marketing literature and advertising to support new product campaigns. Also, approximately $2.3 million, or 44.2%, was attributable to our investment in new information technology initiatives to enhance our services, which increased from $5.2 million for 2001 to $7.5 million for 2002. Corporate overhead costs increased due to higher legal fees, increased self-insurance costs for medical benefits and workers compensation claims and general compensation increases for existing personnel.

        Provision for Doubtful Accounts.    Our provision for doubtful accounts increased by $9.9 million, or 20.5%, from $48.3 million for 2001 to $58.2 million for 2002. The provision for doubtful accounts as a percentage of net revenues increased from 11.5% for 2001 to 12.1% for 2002. This increase primarily was the result of extended account aging in some of our operations where billing systems were converted and increased billing for clinical professional component, or CPC, services, which generally have lower recoverability. The provisions for doubtful accounts for outpatient revenue and inpatient revenue were approximately 4.7% and 21.9%, respectively.

        Amortization Expense.    Amortization expense decreased by $7.3 million, or 39.0%, from $18.7 million for 2001 to $11.4 million for 2002. Of the decrease, approximately $7.5 million was attributable to the adoption of SFAS 142 effective January 1, 2002, pursuant to which we discontinued the amortization of goodwill.

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Merger-related Charges, Asset Impairment and Related Charges, and Extraordinary Loss (Special Charges). In the fourth quarter of 2002, we incurred legal, accounting and advisory fees of $2.8 million in connection with the merger of AmeriPath with Amy Acquisition Corp. We anticipate significant additional professional costs will continue to be incurred by us during 2003.

        During 2002, we recorded a pre-tax charge of approximately $2.1 million relating to the impairment on the intangible asset value of our lost Quest contracts. In addition, during 2002, we terminated a management service agreement with a managed operation in Georgia, resulting in a pre-tax impairment charge of approximately $0.7 million.

        In September 2000, we made a $1.0 million investment in Genomics Collaborative, Inc., or GCI, a privately held, start-up, company with a history of operating losses. Based on the nature of the securities, our investment in GCI was classified as a security available for sale. In September 2002, we determined that there was an "other than temporary" decline in the fair value of this investment and we decided to completely write down our investment. As a result, we recorded a write-down of $1.0 million in 2002.

        The following summarizes the pre-tax effect of these special charges by category for 2002 and also summarizes the pre-tax effect of similar charges for 2001 (in millions).

		2001		2002
Merger-related charges related to the Transactions		$	—	$	2.8
Merger and restructuring costs related to Inform DX			7.1		—
Asset impairment and related charges			3.8		2.8
	Total special charges in income from operations		10.9		5.6
Termination of interest rate swap agreement			10.4		—
Write-down of investment			—		1.0
Gain on sale of managed operation			—		(0.3	)
	Total special charges in net income before extraordinary loss		21.3		6.3
Write-off of unamortized debt costs			1.6		—
	Total special charges	$	22.9	$	6.3

        Income from Operations.    Income from operations, including special charges, increased $11.3 million, or 16.4%, from $68.9 million for 2001 to $80.2 million for 2002. Excluding the special charges described above, income from operations increased by $6.7 million, or 8.3%, from $79.8 million for 2001 to $86.5 million for 2002.

        Interest Expense.    Interest expense decreased by $12.4 million, or 75.6%, from $16.4 million for 2001 to $4.0 million for 2002. This decrease was attributable to the lower average amount of debt outstanding during 2002 and a lower effective interest rate. For 2002, average indebtedness outstanding was $98.0 million compared to average indebtedness of $179.3 million outstanding for 2001. Our effective interest rate was 9.1% and 4.1% for the years ended 2001 and 2002, respectively. The decrease in the average indebtedness was due to our completion of a public offering of our stock and the use of the proceeds to repay debt in the fourth quarter of 2001.

        Provision for Income Taxes.    The effective income tax rate was approximately 42.5% and 41.1% for 2001 and 2002, respectively. The effective tax rate was higher than our statutory rates primarily due to the non-deductibility of the goodwill amortization related to our acquisitions. In addition to non-deductible goodwill amortization, we had non-deductible asset impairment charges and merger-related charges for 2001 and 2002, which further increased the effective tax rate. The effective tax rate for 2001 and 2002 excluding the non-deductible asset impairment and merger-related charges would have been approximately 41.5% and 39.3%, respectively.

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        Net Income.    Net income, including special charges, increased $21.2 million, or 90.6%, from $23.4 million for 2001 to $44.6 million for 2002. Excluding the special charges described above, net income increased by $12.7 million, or 34.1%, from $37.2 million in 2001 to $49.9 million in 2002. Diluted earnings per share for 2002 increased to $1.44 from $0.86 for 2001, based on 31.1 million and 27.1 million weighted average shares outstanding, respectively.

Year ended December 31, 2001 compared with year ended December 31, 2000

        Net Revenue.    Net revenue for 2001 increased by $88.6 million, or 27%, from $330.1 million for 2000 to $418.7 million for 2001. Same store net revenue increased $45.7 million, or 14%, from $318.9 million for 2000 to $364.6 million for 2001. We estimate that 2% to 3% of the same store net revenue increase was attributable to price, including approximately $5.1 million related to the increase in Medicare reimbursement, while the remaining 11% to 12% of the same store net revenue increase was attributable to increased volume and changes in our payor mix. Same store outpatient revenue increased $26.4 million, or 20%, same store hospital revenue increased $14.5 million, or 9%, and same store management service revenue increased $4.8 million, or 18%, compared to the same period of the prior year. The remaining increase in revenue of $42.9 million resulted from the operations acquired during the year 2000 and 2001.

        Cost of Services.    Cost of services for 2001 increased by $36.7 million, or 23%, from $163.4 million for 2000 to $200.1 million for 2001. The increase in cost of services can be attributed primarily to the 27% increase in net revenues. Histology costs increased $9.0 million, or 26%, physician costs increased $17.0 million, or 20%, with the remaining increases occurring in the areas of transcription, courier, distribution, and cytology. Cost of services as a percentage of net revenues decreased from 49.5% for 2000 to 47.8% for 2001. Gross margin increased from 50.5% for 2000 to 52.2% for 2001, in part due to the price increases and also as the result of synergies attained in connection with the Inform DX merger.

        Selling, General and Administrative Expense.    As a percentage of consolidated net revenues, selling, general and administrative expense decreased from 17.7% for 2000 to 17.2% for 2001. Selling, general and administrative expense increased by $13.5 million, or 23.0%, from $58.4 million for 2000 to $71.9 million for 2001. Approximately $4.2 million of the increase was attributable to the increase in billing and collection costs, which typically increases as revenue and cash collections increase. In addition, in connection with our focus on increasing our sales and marketing and information technology efforts, these costs increased $5.6 million and $1.4 million, respectively. The increase in marketing costs included the cost of additional marketing personnel to cover new markets for dermatopathology, marketing literature and products to expand our penetration in the urology, gastroenterology and oncology markets. The remaining increase primarily was due to increased staffing levels in human resources and accounting, salary increases effected during the fourth quarter of 2000 and 2001, and costs incurred to expand our administrative support infrastructure and to enhance our services.

        Provision for Doubtful Accounts.    Our provision for doubtful accounts increased by $14.3 million, or 41.9%, from $34.0 million for 2000 to $48.3 million for 2001. The provision for doubtful accounts as a percentage of net revenues was 10.3% and 11.5% for 2000 and 2001, respectively. This increase was driven principally by extended account aging in some practices where billing systems were standardized, and increased hospital clinical professional component billing, which generally has a higher bad debt ratio.

        Amortization Expense.    Amortization expense increased by $2.5 million, or 15.4%, from $16.2 million for 2000 to $18.7 million for 2001. The increase was attributable to the amortization of goodwill and other identifiable intangible assets recorded in connection with anatomic pathology operations acquired in 2000 and 2001, payments made on contingent notes, and a reduction in the

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weighted average amortization periods from 30 to 28 years. Approximately $7.5 million of the 2001 amortization was associated with goodwill.

        Merger-related Charges, Asset Impairment and Related Charges, Termination of Interest Rate Swap Agreements and Extraordinary Loss (Special Charges).    During 2001, we recorded special charges totaling $10.9 million for merger related charges and certain asset impairments. The merger-related charges of $7.1 million for 2001 relate to our acquisition of Inform DX and include transaction costs and costs related to the closing of the Inform DX corporate office in Nashville and the integration or closing of the overlapping operations of Inform DX in New York and Pennsylvania. We effectively closed the Nashville office on March 31, 2001, and we completed the integration of the New York and Pennsylvania operations in the latter half of 2001. The restructuring of the combined operations of AmeriPath, Inc. and Inform DX resulted in annual operating synergies of approximately $5.0 million. Since the majority of the positive effect of such savings on operations did not begin to be realized until the second half of 2001, the acquisition of Inform DX was only slightly accretive for the year 2001.

        During the third quarter of 2001, two pathologists in our Birmingham, Alabama practice terminated their employment with us and opened their own pathology laboratory. During the fourth quarter, we determined that we had been unable to retain most of these customers. Accordingly, we recorded a non-cash asset impairment charge of $3.8 million. We implemented a strategy to retain our Alabama customers and service them through other AmeriPath, Inc. facilities and in November 2001 purchased a lab in Birmingham, Alabama to help regain these customers and service them.

        In addition, in connection with the early termination of our former credit facility in November 2001, we terminated three interest rate swap agreements with a combined notional amount of $105 million. The termination of these interest rate swaps resulted in a special charge of approximately $10.4 million, or $6.0 million, net of tax. In addition, we wrote-off the associated unamortized debt costs of approximately $1.6 million, or $965,000, net of tax, which is shown as an extraordinary loss, net of tax, in the consolidated financial statements.

        Of the total $22.9 million in special charges in 2001, approximately $5.4 million were non-cash charges, and the remaining $17.5 million were cash charges.

        During 2000, we recorded special charges totaling $21.0 million for merger-related charges, an allowance against uncollectible accounts receivable related to our acquisition of Inform DX and certain asset impairment charges. The merger-related charges of $6.2 million in 2000 related to our acquisition of Inform DX and included transaction costs, change in control payments and costs related to the closing of the Inform DX corporate office in Nashville. Approximately $4.3 million of the $6.2 million related to transaction costs and $1.9 million related to employee-related costs of closing the Nashville facility. During the second quarter of 2000, we recorded a pre-tax non-cash charge of approximately $4.7 million and related cash charges of approximately $0.5 million in connection with the impairment of intangible assets at an acquired practice in Cleveland, Ohio. During the fourth quarter of 2000, we recorded a pre-tax non-cash charge of approximately $4.3 million related to the impairment of certain intangible assets. Approximately $3.3 million of the fourth quarter charge related to Quest's termination of our contract in South Florida, effective December 31, 2000. The net patient service revenue in 2000 related to this contract was approximately $1.5 million. Accounting rules required a charge to be taken following termination of the contract. In addition, during the fourth quarter of 2000, a hospital in South Florida with which we had a pathology contract requested proposals for its pathology services and we were unsuccessful in retaining this contract. Based upon the remaining projected cash flow from this hospital network, we determined that the intangible assets were impaired and recorded a pre-tax non-cash charge of approximately $1.0 million. For 2000, this contract accounted for approximately $0.8 million of net revenue.

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        Of the total $21.0 million in special charges in 2000, approximately $14.7 million were non-cash charges, and the remaining $6.3 million were cash charges.

        The following summarizes the pretax effect of these special charges by category for 2000 and 2001 (in millions).

		2000		2001
Merger-related charges		$	6.2	$	7.1
Allowance against accounts receivable			5.2		—
Asset impairment and related charges			9.6		3.8
	Total special charges in income from operations		21.0		10.9
Termination of interest rate swap agreement			—		10.4
	Total special charges in net income before extraordinary loss		21.0		21.3
Write-off of unamortized debt costs			—		1.6
	Total special charges	$	21.0	$	22.9

        Income from Operations.    Income from operations, including special charges, increased $26.6 million, or 63%, from $42.3 million for 2000 to $68.9 million for 2001. Excluding the special charges described above, income from operations increased by $16.5 million, or 26%, from $63.3 million for 2000 to $79.8 million for 2001.

        Interest Expense.    Interest expense increased by $1.0 million, or 6%, from $15.4 million for 2000 to $16.4 million for 2001. This increase was attributable to the slightly higher average amount of debt outstanding during 2001 and a slightly higher effective interest rate. For 2001, average indebtedness outstanding was $179.3 million compared to average indebtedness of $178.1 million outstanding for 2000. Our effective interest rate was 9.1% and 8.6% for the years ended 2001 and 2000, respectively. $105 million of the credit facility was hedged with an interest rate swap at a fixed rate of roughly 10%, while the remaining balance of the credit facility floated with LIBOR. During the fourth quarter of 2001, we completed a secondary offering and used the proceeds of $115.8 million to repay debt. During the fourth quarter, we terminated these interest rate swap agreements.

        Provision for Income Taxes.    The effective income tax rate was approximately 51.8% and 42.5% for 2000 and 2001, respectively. The effective tax rate was higher than our statutory rates primarily due to the non-deductibility of the goodwill amortization related to our acquisitions. In addition to non-deductible goodwill amortization, we had non-deductible asset impairment charges and merger-related charges for 2000, which further increased the effective tax rate. The effective tax rate for 2000 and 2001, excluding these items, would have been approximately 41.8% and 41.5%, respectively.

        Income before Extraordinary Loss.    Income before extraordinary loss, including special charges, for 2001 was $24.3 million, an increase of $11.2 million, or 86%, over 2000. Excluding special charges, income before extraordinary loss increased by $9.2 million, or 33%, from $28.0 million for 2000 to $37.2 million for 2001.

        Net Income Available to Common Stockholders.    Income available to common stockholders, including special charges, for 2001 was $23.4 million, an increase of $11.9 million, or 103%, over 2000. Excluding the special charges described above and a $1.6 million charge for the induced conversion and accretion of redeemable preferred stock in 2000, net income increased by $9.2 million, or 33%, from $28.0 million in 2000 to $37.2 million in 2001. Diluted earnings per share for 2001 increased to $0.86 from $0.47 for 2000, based on 27.0 million and 24.2 million weighted average shares outstanding, respectively. Diluted earnings per share was $1.38 and $1.16 for 2001 and 2000, respectively, without giving effect to any special charges.

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Liquidity and Capital Resources

        Historically, we have financed our capital and working capital requirements, including our acquisitions, through a combination of cash flows from operations and borrowings under revolving credit facilities. Subsequent to the Transactions, we intend to fund our ongoing capital and working capital requirements, including our internal growth and acquisitions, through a combination of cash flows from operations and borrowings under our new $65.0 million revolving loan facility. In addition, we intend to fund payments under our contingent notes from contributions made to us by our parent out of the funds that are held in the cash collateral account and, if needed, cash flows from operations. See "Contingent Notes and the Cash Collateral Account." In connection with the Transactions, we also borrowed $225.0 million of term loans under our new credit facility and issued $275.0 million of senior subordinated notes. See "Description of Other Indebtedness—Description of the New Credit Facility" and "Description of the Exchange Notes."

        We expect to use our new revolving loan facility to fund internal growth and acquisitions and for working capital. We anticipate that funds generated by operations, funds available under our new revolving loan facility and funds in the cash collateral account will be sufficient to meet working capital requirements and anticipated contingent note obligations and to finance capital expenditures over the next 12 months. Further, in the event payments under the contingent notes exceed the amounts held in the cash collateral account, we believe that the incremental cash generated from operations would exceed the cash required to satisfy those additional payments. Such additional payments, if any, will result in a corresponding increase in goodwill.

        For the years ended December 31, 2000, 2001 and 2002, our cash flows from operations were $31.9 million, or 9.7% of our net revenue, $48.0 million, or 11.5% of our net revenue, and $69.1 million, or 14.4% of our net revenue, respectively. Excluding merger-related charges paid in connection with the Inform DX merger of $3.8 million and $6.1 million in 2000 and 2001, respectively, and charges of $0.4 million in connection with the merger with Amy Acquisition Corp. in 2002, our cash flow from operations for 2000, 2001 and 2002 would have been $35.7 million, or 10.8% of our net revenue, $54.2 million, or 12.9% of our net revenue, and $69.5 million, or 14.4% of our net revenue, respectively.

        At December 31, 2002, we had working capital of approximately $63.8 million, an increase of $7.0 million from the working capital of $56.8 million at December 31, 2001. The increase in working capital was due primarily to increases in net accounts receivable of $9.3 million, increases in other current assets of $2.5 million and net restricted cash of $6.9 million associated with our captive insurance arrangements, offset by increases in accounts payable and accrued expenses.

        For the year ended December 31, 2001, cash flow from operations and borrowings under our former revolving credit facility were used primarily to make the following payments:

•

$7.8 million of capital expenditures,



•

$5.0 million to fund the cash portion of our acquisitions,



•

$36.1 million of principal and interest payments on our contingent notes,



•

$0.6 million of other merger-related charges, mainly for the Inform DX merger, and



•

$1.1 million of principal payments on long-term debt.

        For the year ended December 31, 2002, cash flow from operations and borrowings under our former revolving credit facility were used primarily to make the following payments:

•

$8.7 million of capital expenditures,



•

$44.0 million in connection with the cash portion of our acquisitions,

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•

$39.9 million of principal and interest payments on our contingent notes,



•

$2.4 million of merger-related charges and



•

$8.5 million in payments to our captive insurance company.

        In connection with our acquisitions, we generally agree to pay a base purchase price plus additional contingent purchase price consideration to the sellers of the acquired operations. See"—Critical Accounting Policies—Contingent Purchase Price" and "Contingent Notes and the Cash Collateral Account." The additional payments generally are contingent upon the achievement of specified levels of operating income by the acquired operations over periods of three to five years from the date of acquisition. In certain cases, the payments are contingent upon other factors such as the retention of certain hospital contracts or relationships for periods ranging from three to five years. The amount of the payments cannot be determined until the final determination of the operating income levels or other performance targets during the relevant periods of the respective agreements. If the maximum specified levels of operating income for all acquired operations are achieved, we estimate that we would make aggregate maximum principal payments of approximately $148.6 million over the next five years. A lesser amount or no payments at all would be made if the stipulated levels of operating income specified in each agreement were not met. In 2002, we made contingent note payments, including interest, aggregating $39.9 million.

        Historically, our capital expenditures have been primarily for laboratory equipment, information technology equipment and leasehold improvements. Total capital expenditures were $9.2 million, $7.8 million and $8.7 million in 2000, 2001, and 2002, respectively. During 2002, capital expenditures included approximately $1.6 million related to information technology, $2.4 million for laboratory equipment and $3.6 million for construction in progress. During 2001, capital expenditures included approximately $4.4 million related to information technology, $2.0 million for laboratory equipment and $1.3 million for various other capital assets. During 2000, capital expenditures included approximately $2.9 million related to information technology, $2.4 million for laboratory equipment, $2.6 million for leasehold improvements and $1.3 million for office equipment and furniture and fixtures. Planned capital expenditures for 2003 are estimated to be approximately $15 million, with priority being given to replacement of old equipment, facility expansion and information technology enhancements.

Contractual Obligations

        The following is a summary of our contractual cash obligations, excluding interest, payments on our contingent notes and borrowings and repayments of revolving loans under our new credit facility, on a pro forma basis giving effect to the Transactions as if they had occurred on December 31, 2002 (in millions):

	Payments Due By Period
Contractual Obligations	Less than 1 year		1-2 years		3-5 years		After 5 years		Total
Term loans under our new credit facility	$	1.7	$	4.5	$	6.8	$	212.1	$	225.0
Other indebtedness		0.5		—		2.5		—		3.0
Operating leases		5.2		4.3		11.1		10.7		31.3
Senior subordinated notes		—		—		—		275.0		275.0
Total contractual cash obligations	$	7.4	$	8.8	$	20.4	$	497.8	$	534.3

Interest Rate Risk

        We are subject to market risk associated principally with changes in interest rates.

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        Our principal interest rate exposure relates to the term loans outstanding under our new credit facility. We have approximately $225.0 million of outstanding term loans subject to variable rates. Each quarter point increase or decrease in the applicable interest rate would change our interest expense by approximately $0.6 million per year. In the future, we may enter into interest rate swaps, involving the exchange of floating for fixed rate interest payments, to reduce interest rate volatility.

Inflation

        Inflation was not a material factor in either revenue or operating expenses during 2000, 2001 or 2002.

Recent Accounting Pronouncements

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS 141 requires the use of the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. We adopted the provisions of SFAS 141 on January 1, 2002 with no significant impact on its financial statements.

        In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which was effective January 1, 2002. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. SFAS 142 also required us to complete a transitional goodwill impairment test six months from the date of adoption. For the year ending December 31, 2001, goodwill amortization was approximately $7.4 million. We have stopped amortizing goodwill effective January 1, 2002. In addition, a portion of this goodwill was not tax deductible, the effective tax rate was greater than the statutory rate in the prior year. The elimination of the goodwill amortization, including nondeductible goodwill amortization, from current and future periods should have resulted in a reduction in our effective tax rate.

        In August 2001, the FASB issued SFAS No. 144, which further refines SFAS 121's requirement that companies recognize an impairment loss if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows, and measures the impairment loss as the difference between the carrying amount and the fair value of the asset. In addition, SFAS 144 provides guidance on accounting and disclosure issues surrounding long-lived assets to be disposed of by sale. SFAS 144 also contains less stringent guidelines for qualifying transactions as discounted operations. SFAS 144 is effective for all fiscal years beginning after December 15, 2001.

        In April 2002, the FASB issued SFAS No. 145, which, among other things, rescinded SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt." Previously under SFAS No. 4, all gains and losses from extinguishments of debt were required to be aggregated and, if material, classified as an extraordinary item in the statements of operations. SFAS No. 145 requires that gains and losses from extinguishments of debt be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." Any gain or loss on extinguishment of debt that were presented as extraordinary items in prior periods but which do not qualify for classification as an extraordinary item under Opinion No. 30, are to be reclassified. We are required to adopt SFAS No. 145 in fiscal years beginning after May 15, 2002.

        In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities," which addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity, including those related to employee termination benefits and obligations under operating leases

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or other contracts, be recognized when the liability is incurred, and not necessarily the date of an entity's commitment to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The Company does not believe that the adoption of SFAS 146 will have a significant impact on its financial position or results of operations.

        On December 31, 2002, the Financial Accounting Standards Board issued FASB Statement No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure." SFAS 148 amends FASB Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure provisions of SFAS 123 to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS 148 does not amend SFAS 123 to require us to account for our employee stock-based awards using the fair value method. However, the disclosure provisions are required for all companies with stock-based employee compensation, regardless of whether they utilize the fair method of accounting described in SFAS 123 or the intrinsic value method described in APB Opinion No. 25, "Accounting for Stock Issued to Employees."

        SFAS 148's amendment of the transition and annual disclosure provisions of SFAS 123 are effective for fiscal years ending after December 15, 2002, with earlier application permitted for entities with fiscal years ending prior to December 15, 2002, provided that financial statements for the 2002 fiscal year were not issued prior to the issuance of SFAS 148. The disclosure requirements for interim financial statements containing condensed consolidated financial statements are effective for interim periods beginning after December 15, 2002.

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BUSINESS

General

        We are one of the leading anatomic pathology laboratory companies in the United States. We offer a broad range of anatomic pathology laboratory testing and information services used by physicians in the detection, diagnosis, evaluation and treatment of cancer and other diseases and medical conditions. During 2002, we processed and diagnosed approximately four million tissue biopsies. We believe that we are the only anatomic pathology laboratory company with substantial operations in both the outpatient and inpatient, segments of the anatomic pathology services market. For the year ended December 31, 2002, we generated net revenue, EBITDA and income from operations, each on a pro forma basis, of $497.4 million, $110.2 million and $89.7 million, respectively.

        We service an extensive referring physician base through our 15 regional laboratories and 32 satellite laboratories, and we provide inpatient diagnostic and medical director services at more than 200 hospitals. We have operations in 21 states providing us with a regional or local presence in 17 of the 30 most populous metropolitan areas of the United States. Our services are performed by over 400 pathologists, many of whom are leaders in their field. We have built our business by completing over 50 acquisitions of pathology laboratories and operations since 1996, enabling us to build regional density in attractive geographic markets and establishing a platform for organic growth. We also operate the Center for Advanced Diagnostics, or CAD, which is a leading specialty, or esoteric, testing laboratory.

        Our fields of expertise include dermatopathology, in which we maintain a leading market position, women's health diagnostic services, urologic pathology and gastrointestinal pathology. We also believe that we are the leading anatomic pathology services provider to hospitals in the United States. Generally, we are the exclusive provider of anatomic pathology services for the hospitals we serve, which arrangements have historically provided us with a stable stream of revenue. In addition, through our managed care relationships, we contract with HMOs and PPOs that insure approximately 26 million and 83 million individuals, respectively, which represents more than half of all individuals covered by managed care in the United States.

Industry Overview

        The practice of pathology consists of anatomic and clinical pathology. Anatomic pathology involves the diagnosis of cancer and other diseases and medical conditions through the examination of tissue and cell samples taken from patients. Generally, the anatomic pathology process involves the mounting of samples on slides by highly skilled technicians, which are then reviewed by anatomic pathologists. Anatomic pathologists are medical doctors who do not examine patients, but rather assist other physicians in determining the correct diagnosis of a patient's ailments. As a result, an anatomic pathologist is often referred to as a "physician's physician." Clinical pathology, on the other hand, generally involves the chemical testing and analysis of body fluids utilizing standardized laboratory tests. The results of these standardized tests are provided to the referring physician for use in a patient's diagnosis. Clinical laboratory tests typically do not require the interpretive skills of a pathologist. The process is frequently routine, automated and performed by large national or regional clinical laboratory companies and hospital laboratories.

        We believe the market for anatomic pathology services is approximately $7 billion per year, and we expect it to continue to grow for the following reasons:

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the aging of Americans should lead to more incidences of cancer and should result in greater demand for healthcare services, including those provided by anatomic pathologists,



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the increasing reliance on pathology testing by physicians to aid in the identification of risk factors and symptoms of disease, the choice of therapeutic regimen and the evaluation of treatment results, and

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the increasing awareness by physicians, patients and payors of the value of preventative testing to improve the effectiveness of medical services and reduce the overall cost of healthcare.

        In addition to traditional anatomic pathology services, pathologists increasingly are performing highly complex esoteric tests. Traditionally performed in academic settings, technological advancements have provided large commercial laboratories with highly specialized equipment and the means to perform these advanced tests for patients in both outpatient and inpatient settings. As these tests typically require more advanced equipment and highly skilled personnel to perform, they are generally reimbursed at rates higher than more routine tests. We believe the market for esoteric testing services is approximately $2 billion per year. The growth in the esoteric testing services market benefits from demand factors similar to those in the traditional anatomic pathology services market. In addition, we believe that emerging technologies and tests, such as gene-based tests, or genomics, should drive growth in the esoteric testing services market at a rate that exceeds the growth rate for the traditional anatomic pathology services market.

        According to the American Society for Clinical Pathologists, there are approximately 15,000 pathologists in the United States. Historically, the anatomic pathology industry has been highly fragmented with a majority of the services being performed by individual or small groups of pathologists working in independent laboratories, hospital laboratories or academic institutions. Recently there has been a trend among pathologists to join larger laboratories in order to offer a broader range of outpatient and inpatient services, take advantage of economies of scale and reduce the burdens of managing the administrative aspects of their operations.

Competitive Strengths

        We believe that we are distinguished by the following competitive strengths:

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Leadership in anatomic pathology services.  We are an established and experienced leader in the highly fragmented anatomic pathology services market. We believe that we are the only anatomic pathology laboratory company with substantial operations in both the outpatient and inpatient segments of the anatomic pathology services market. Our pathologist base comprises what we believe is the largest single group of pathologists in the nation, and provides us with the ability to offer services in all subspecialties of anatomic pathology. Within the subspecialty of dermatopathology, we estimate our market share to be approximately 10%, which is the largest in the industry. In addition, we have expertise in esoteric testing as well as in the anatomic pathology subspecialties of women's health diagnostic services, urologic pathology and gastrointestinal pathology. We believe our broad service offerings provide us with an advantage over most of our competitors in maintaining and developing customer relationships.



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National scale with regional and local density.  We believe we have the broadest national footprint within the anatomic pathology services market. We have operations in 21 states, providing us with a regional or local presence in 17 of the 30 most populous metropolitan areas of the United States. We also have a presence in more than 200 hospitals, which we believe makes us the leading provider of anatomic pathology services in hospitals. Furthermore, we have contractual relationships with HMOs and PPOs whose members comprise more than half of the individuals covered by managed care in the United States. We have developed a substantial presence in our target markets by forming regional operations that deliver our services locally and enable our pathologists to establish strong relationships with our referring physician base. For example, we believe we are the leading anatomic pathology laboratory company, with the largest market share and greatest number of pathologists, in Florida and Texas, our strongest regions. In Florida and Texas, for the three-year period ending December 31, 2002, our net revenues grew, on a compounded annual basis, at 13.2% and 25.0%, respectively. As a result of our regional coverage we have been able to grow our revenues, enhance our laboratory

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utilization, offer a broader range of testing services and benefit from economies of scale and increased managed care contracting leverage.

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Attractive industry dynamics.  The demand for traditional anatomic pathology services and esoteric testing services has created significant and growing markets. We believe the market for traditional anatomic pathology services, excluding esoteric testing services, is approximately $7 billion per year, and the market for esoteric testing services is approximately $2 billion per year. We expect these markets to continue to grow primarily due to an aging population, increasing incidences of cancer and medical advancements that allow for more accurate and earlier diagnosis and treatment of diseases. According to the U.S. Census Bureau, the number of people aged 65 and older in the United States is expected to grow 16% over the next ten years. Generally, people aged 65 or older have a greater incidence of chronic health conditions such as cancer, diabetes, heart disease, arthritis or hypertension and are heavier users of healthcare services than people under age 65. For example, according to the Surveillance, Epidemiology, and End Results (SEER) Program of the National Cancer Institute, the average annual cancer incidence rate for people aged 65 to 74 is 2,007 per 100,000 people or approximately 14 times the incidence rate of people aged 20-49 and approximately 125 times the incidence rate of people aged 20 and under. Additionally, the National Cancer Institute estimates that incidences of melanoma, a type of skin cancer, in the United States will grow 14% from 2002 to 2007. We also believe that emerging technologies and tests, such as genomics, will further drive growth in the market for esoteric testing services.



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Strong cash flow generation.  We believe our strong cash flow substantially enhances our competitive position in the highly fragmented anatomic pathology services market. In 2002, we generated pro forma EBITDA of $110.2 million, resulting in a 22.2% pro forma EBITDA margin. In addition, during 2002 we had cash flow from operating activities less capital expenditures, or free operating cash flow, of $60.4 million. Historically, our strong operating cash flow has been a result of low maintenance capital expenditure requirements and our ability to increase the performance of acquired operations. Our attractive margins are a result of our enhanced laboratory utilization, our broad range of testing services, economies of scale and our success in contracting with managed care organizations. In addition, we believe our strong cash flow strengthens our ability to fund organic and external growth initiatives, which enhances our competitiveness relative to most of our smaller, regional competitors.



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Favorable payor relationships.  Currently, we have contractual relationships with HMOs and PPOs whose members comprise more than half of the individuals covered by managed care in the United States. These relationships provide us with access to a large number of current and potential patients. Our national scale and regional concentration have facilitated our entry into a growing number of relationships with managed care organizations, such as Blue Cross/Blue Shield plans, Aetna and United Healthcare. Since 1999, we have more than tripled the number of people covered under our managed care agreements, which we believe validates our managed care strategy. Furthermore, the overwhelming majority of our revenues from these relationships are generated from fee-for-service payments, rather than from fee-per-person, or capitated, payments. In addition, our payments from government sponsored programs, such as Medicare and Medicaid, are relatively limited. During 2002, we derived approximately 20% of our total revenues from government-sponsored payors. We believe our diverse payor mix limits our exposure to the loss of any single source of payment for our services.



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Experienced and incentivized management team.  Our senior management team has an average of over ten years of healthcare industry experience and an extensive tenure with us. Our chief executive officer, James C. New, is one of our founders and has led our strong growth since the formation of our company in 1996. Prior to joining our company, Mr. New founded and led RehabClinics, Inc., one of the largest outpatient rehabilitation clinics in the country, a company

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that went public in 1992 and was merged with NovaCare in 1994. In addition, our parent has established a stock option plan, which further aligns management's interests with our performance. Under this plan, our management and employees are eligible to receive up to 12% of our parent's common stock.

Business Strategy

        We believe our business strategy will help us maintain our status as a leading provider of anatomic pathology services and increase our share of the markets in which we compete. The key elements of our strategy are to:

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Capitalize on our leading market position.  Through our 15 regional laboratories, 32 satellite laboratories and over 400 pathologists, we will continue to provide a comprehensive array of anatomic pathology services to primary care and specialty physicians and serve over 200 hospitals. We will further enhance our extensive expertise in the subspecialties of dermatopathology, women's health diagnostic services, urologic pathology and gastrointestinal pathology. In addition, through CAD, we will grow our esoteric testing capabilities in each of these subspecialties. We also plan to leverage our market position, regional model and broad range of services to further penetrate the markets we serve and expand our relationships with physicians, hospitals, managed care organizations and other customers.



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Continue to focus on organic growth.  We are focused on generating internal revenue growth. For 2002, we generated annual same store sales growth of 9.2%. We believe that our substantial organic growth has been and will continue to be a result of the following initiatives: increasing test volume by continuing to invest in a formal sales and marketing effort, enhancing our payor mix by pursuing additional managed care contracts, continuing to expand our service offerings, including the offering of new, higher revenue, esoteric tests, and improving patient care and customer service by providing more specific, informative and timely reports through the development of a standardized pathology reporting system. Collectively, these initiatives will provide us with the opportunity to grow our business organically.



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Maintain quality leadership through a strong pathologist base.  We believe that employing anatomic pathologists who provide accurate and efficient diagnosis is a key to our success. A pathologist's experience and reputation is critical to ensuring a successful relationship with local referring physicians. We actively recruit top anatomic pathologists by targeting practicing pathologists and medical students. In 2002, we successfully recruited 46 pathologists, each of whom is a graduate of an accredited United States pathology fellowship program. In addition, we operate one of the leading centers in the United States devoted to the diagnosis and instruction of diseases of the skin. Founded in 1999, this academy provides fellowship programs that enable students to train in various aspects of dermatopathology. We also are affiliated with three leading dermatopathology fellowship programs in the United States. Collectively, these relationships enhance our ability to attract new pathologists and allow us to more easily transfer technical innovations to the anatomic pathology services market. We also believe our size and strength of reputation provide an attractive alternative for pathologists who are seeking to offer a broader range of services, take advantage of available economies of scale and reduce the burden of managing the administrative aspects of their operations.



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Emphasize information technology capabilities and improve operational efficiencies.  We invest in information technology enhancements to improve our services and increase efficiency. For example, in the subspecialty of women's health diagnostics, we offer customers enhanced pathology reports, including color micrographs that allow pathologists and referring physicians to more accurately view highly abnormal cell populations. In addition, to enhance efficiency, we are consolidating various internal billing systems and outsourced billing arrangements into two billing

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systems, which we believe will increase collections and reduce our days sales outstanding. We also are committed to increasing efficiencies and economies of scale by promoting "best practices" throughout our organization.

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Selectively pursue strategic growth initiatives.  We plan to invest in new outpatient laboratories and other strategic initiatives such as CAD. We believe these new facilities and programs drive revenue growth by providing national support for our existing regional and local operations and increasing our menu of testing services. We also plan to further penetrate our existing regional markets by opening new laboratory facilities, such as the new facilities we recently opened in Florida, Indiana and Pennsylvania. In addition, we expect to make additional acquisitions, as opportunities arise, in order to strategically enter new markets or further penetrate existing regional markets.

Operations

        We serve both the outpatient and inpatient segments of the anatomic pathology services market. Outpatient services are provided to physician offices, clinics and freestanding surgery centers. Primary outpatient customers include dermatologists, gynecologists, urologists, gastroenterologists and oncologists. Inpatient pathology services generally are provided through our hospital-based operations. Primary inpatient customers include hospitals, staff physicians and surgeons who work in hospitals.

        Outpatient Market.    In the outpatient market, a patient will visit a physician's office or clinic for a medical problem or concern. Typically, the physician will determine whether a biopsy or Pap smear is necessary and perform the procedure to collect the necessary sample in the office or clinic. The sample, accompanied by an AmeriPath service requisition, is then sent, either by a land-based courier that we contract with or employ, or by an overnight courier service, to one of our outpatient laboratories for diagnostic evaluation. If the test is a biopsy, the sample is prepared for review, generally overnight, by one of our histologists and examined by one of our pathologists the next day. The pathologist then renders a diagnosis and dictates a pathology report. The final report is reviewed and signed, manually or electronically, by the pathologist and sent to the referring physician's office. Reports can be delivered to the referring physician in numerous ways including by facsimile, courier service or mail or over the Internet. If the test is a Pap smear, the same process occurs except the sample is prepared for review and initially screened by a cytotechnologist who will issue a final report if the sample contains only normal cells. If the sample includes abnormal cells, then a pathologist's interpretation is required to ensure accuracy. The referring physician, often in consultation with our pathologist, then determines the next steps for patient care.

        Inpatient Market.    We generally are the exclusive provider of all anatomic pathology services for the hospitals in which our pathologists work and as a result, our revenues from these services are directly related to the volume of patients in the hospitals we serve. In the hospital, the examination process is similar to that performed in the outpatient segment except, if the hospital has its own histology laboratory, samples are prepared for review within the hospital instead of by one of our histologists. As part of our inpatient services, we generally staff each hospital with at least one pathologist who serves as the medical director of the hospital's clinical laboratory, microbiology laboratory and blood banking operation and who facilitates the hospital's compliance with licensing requirements. The medical director is often responsible for the overall management of the laboratory, including quality of care, professional discipline and utilization review, and serves as a liaison to the hospital administrators, medical staff and the hospital's community.

Services

        Anatomic pathology involves the diagnosis of disease through the examination of tissue and cell samples that have been processed and mounted on slides. We offer a broad range of anatomic

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pathology laboratory testing and information services used by physicians in the detection, diagnosis, evaluation and treatment of cancer and other medical diseases and conditions. Our services play an indispensable role in determining whether a patient's illness is benign, inflammatory or cancerous. We provide services in four primary subspecialties of anatomic pathology: dermatopathology, women's health diagnostics, urologic pathology and gastrointestinal pathology. In addition, we have significant esoteric testing capabilities that compliment these services.

        Dermatopathology.    Dermatopathology is the examination and diagnosis of skin biopsies taken by a dermatologist. Our dermatopathology services include physician-to-physician consultation, patient education materials, a dedicated sales and service team and quick turnaround to our customers. In addition to the routine microscopic examination of tissue, we offer a wide range of advanced testing, including B-cell and T-cell gene rearrangement, fungal cultures, frozen sections, immunohistochemistry profiles and indirect and direct immunoflourescence. Through our DermPath Diagnostics Division, we provide customers with access to approximately 70 board-certified dermatopathologists, which we believe is the largest group of dermatopathologists in our industry. Our customers typically include dermatologists, plastic surgeons, family practitioners, otolaryngologists and podiatrists.

        Women's Health Diagnostics.    Women's health diagnostic services, or gynecologic pathology, includes testing such as conventional and monolayer Pap smears, cervical and breast biopsy examination and testing for chlamydia, gonorrhea and HPV. We offer our customers enhanced pathology reports, including color photomicrographs, which allow pathologists to more accurately view highly abnormal cell populations. We have over 70 board-certified cytopathologists providing medical expertise in the women's health market. Our customers primarily include gynecologists and family practitioners.

        Urologic Pathology.    Urologic pathology relates to diseases of the male and female urinary tract and male reproductive systems. We offer services including the examination of the prostate, bladder and testicular biopsies, a kidney stone management program and recurrent bladder monitoring for cancer. We also offer prognostic testing including DNA analysis and tumor markers. Our kidney stone management program provides patients and referring physicians access to care through our strategic partnership with Mission Pharmacal, a San Antonio-based pharmaceutical company focused on treatment of kidney stones and other urological ailments. Our physicians include board-certified pathologists who specialize in urologic pathology. Our customers for these services primarily include urologists.

        Gastrointestinal Pathology.    We offer a comprehensive gastrointestinal, or GI, disease management program focusing on the digestive tract. We offer a broad range of GI tests, including routine gastric and liver biopsies, prognostic testing and more advanced molecular testing, including hereditary non-polyposis colorectal cancer testing. During 2002, we opened the AmeriPath Institute of Gastrointestinal Pathology and Digestive Disease, a national laboratory specializing in rendering specific diagnoses of GI biopsy specimens, providing second opinion surgical pathology interpretation, studying GI disease and educating both clinicians and pathologists. Our physicians include board-certified pathologists who specialize in gastrointestinal pathology. Our customers in this sub-specialty include endoscopy centers and gastroenterologists.

        Esoteric Testing.    Esoteric tests are highly complex tests, typically ordered when a physician requires additional information to establish a diagnosis or choose a therapeutic regimen. Esoteric tests require sophisticated instrumentation and highly skilled personnel to perform and analyze results and consequently have higher reimbursement rates than routine tests. Commonly ordered esoteric tests include flow cytometry (testing for leukemia and lymphoma), DNA analysis, molecular genetics and cytoegenetics. We offer all our pathologists and referring physicians access to these high-end diagnostics through our Center for Advanced Diagnostics, or CAD. CAD offers a full array of diagnostics for hematopoetic and solid tissue malignancies, including molecular genetics, cytogenetics, flow cytometry,

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specialized immunohistochemistry and minimal residual disease detection. The CAD staff includes doctoral scientists and pathologists who specialize in these areas of disease diagnosis.

Billing

        Billing for laboratory services involves numerous parties and complex issues and procedures. Laboratories must bill various payors, such as patients, government programs, physicians, hospitals and managed care organizations, all of which have different requirements. Additionally, auditing for compliance with applicable laws and internal compliance policies adds further complexity to the billing process. See "Government Regulation—Reevaluations and Examination of Billing."

        Current Procedural Terminology, or CPT, is a coding system that is applicable to medical services provided under government programs, including Medicare. In addition, most managed care organizations and other third-party payors utilize these codes in determining whether or not a particular service or treatment is a covered expense. During 2002, most of our net revenues resulted from procedures covered by a small number of CPT codes, which makes determination of which code to bill under easier for us than for most other healthcare companies. Upon completion of a pathology report, we generally bill a patient's insurance carrier, which may be a managed care organization, government program or other carrier, or a patient, if a patient does not have insurance. When billing for a test we use information contained in the service requisition form accompanying the test to obtain the appropriate CPT code for the anatomic pathology test performed. In the outpatient segment, we generally bill for both the technical processing and the professional interpretation of the sample, which we refer to as global billing. In the inpatient segment, we bill globally if we perform both the technical and professional component of the test, or we bill for the professional component only, if our pathologist performs the examination and interpretation and the hospital performs the technical processing of the sample. In hospitals where our pathologists also serve as the medical director, we often bill non-Medicare patients according to a fee schedule for what are referred to as clinical professional component, or CPC, charges. For Medicare patients at some hospitals, we are paid a medical director fee by the hospital for serving as their laboratory medical director.

        Because substantially all of our revenues are derived from services for which our operations charge on a fee-for-service basis, we assume the financial risk related to collection. This includes potential write-offs of doubtful accounts and long collection cycles for accounts receivable, including reimbursements by third-party payors, such as government programs and managed care organizations. Our provision for doubtful accounts for the year ended December 31, 2002 was 12.1% of net revenues, with net revenues from outpatient and inpatient services having a provision for doubtful accounts of 4.7% and 21.9%, respectively. The difference between our provision for doubtful accounts in each segment is principally due to the lower recoverability of CPC fees in the inpatient segment. Each of these fees is typically a de minimus amount that is billed directly to the insurance carrier or the patient and, as a result, frequently go unpaid.

        Billing for our operations currently is performed by multiple internal billing systems and other outsourced billing arrangements. Approximately 80% of our revenue in 2002 was billed through four separate billing systems. We plan to integrate substantially all of our operations into two systems by the end of 2005, utilizing an in-house system and a single outsourced system. We have installed a complete general ledger and financial reporting system to handle accounting for the operations and to consolidate all accounting and financial information. As of March 2002, all of our operations were integrated into one common accounting system.

Regional Business Model

        Our strategy is to develop our resources nationally but remain in a position to deliver our services regionally and locally in order to strengthen our dialogue and relations with our referring physician

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base. We believe that this strategy benefits our company, our pathologists, referring physicians, third-party payors and patients. Our regional operations:

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have a substantial market presence,



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offer a broad range of services,



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have extensive physician contacts and



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possess complementary strengths and opportunities for enhanced operational efficiency.

        We continue to integrate our operations' administrative and technical support functions, including accounting, payroll, purchasing, risk management, billing and collections. We expect this integration to result in enhanced operational efficiencies. Our courier system for transporting samples enables our pathology operations to penetrate areas beyond their current markets and enhances the utilization of our laboratory facilities. We integrate and coordinate our sales and marketing efforts by targeting physicians, hospitals, managed care organizations and other customers on a national, regional and local basis. Our marketing efforts promote the broad geographic coverage, pathologist expertise and the extensive services offered by us. We believe that implementation of this regional model helps to increase the revenues and profitability of the operations in each of our regions.

        Our regional business model is currently being utilized in both Florida and Texas with favorable results. We also have begun to deploy this model in other regions including the Midwest and the Northeast. There can be no assurance that our regional business model will be as effective as it has been in Florida and Texas or that it will be effective at all outside of these regions. The chart below reflects our results in Florida and Texas:

	As of December 31,
	1999		2000		2001		2002
	(dollars in thousands)
Florida Statistics:
Pathologists		80		83		83		93
Hospital relationships		31		32		31		29
Net revenues	$	92,467	$	103,999	$	118,395	$	134,088
Net revenue per pathologist	$	1,156	$	1,253	$	1,426	$	1,442
Texas Statistics:
Pathologists		82		90		101		107
Hospital relationships		55		63		62		58
Net revenues	$	67,207	$	92,101	$	115,431	$	131,182
Net revenue per pathologist	$	820	$	1,023	$	1,143	$	1,226

Sales and Marketing

        We employ formal sales and marketing techniques to capitalize on the medical reputations of our pathologists, which we believe distinguishes us from most independent pathologists. Our sales efforts are divided into three distinct sales divisions that provide dedicated service and support along specialty lines:

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the dermatopathology division, which markets itself under the name "Dermpath Diagnostics," focuses on servicing and growing the national skin pathology market comprised of dermatologists, plastic surgeons, family practitioners, otolaryngologists and podiatrists,



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the general anatomic division, which markets itself under the name "AmeriPath," focuses on servicing and growing our business with gynecologists, urologists, gastroenterologists, and clinics and freestanding surgery centers and

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the oncology division, which markets itself under the name "AmeriPath Oncology" focuses on servicing and growing our outpatient oncology business and business with hospitals that give specialized anatomic pathology testing.

        Each sales division markets the services that fall under its respective specialty area. We believe these divisions are structured to best identify and take advantage of the buying patterns within the markets we serve. Each division is supported by regional managers, each of whom report directly to our vice president of sales. The regional managers supervise and coordinate the efforts of our field sales representatives. In addition, we utilize a specialized managed care contracting organization to support all three sales divisions in marketing our services to managed care organizations.

        We also employ product managers in our three principal specialty lines. The product managers report directly to our vice president of sales. The primary responsibility of each product manager is to work in conjunction with our pathologists to develop and market new tests and to train the sales force for the particular division on the technical attributes of any new test or product.

Payor Mix

        Our services are provided to a wide variety of healthcare providers and payors including physicians, hospitals, managed care organizations and government programs. We consider a payor to be the party that actually pays for our services. Depending on the billing arrangement and applicable law, the payor may be the referring physician, the patient or a third party who pays the bill for the patient, such as a managed care organization or government program. The following table provides the percentages of our cash collections of our owned operations from the identified sources:

	Years Ended December 31,
	2000		2001		2002
Source of cash collections:
Government programs	18	%	21	%	20	%
National clinical laboratories	10	%	8	%	7	%
Management services	8	%	9	%	6	%
Other	64	%	62	%	67	%

        Other sources of cash collections consist primarily of third-party payors, such as HMOs, PPOs and indemnity insurance companies.

Contracts and Relationships with Physicians

        In connection with our owned operations, we either directly employ our pathologists or control a physician-owned entity that employs our pathologists. Each of our pathologists typically enters into an employment agreement with us or a company we control. Although these employment agreements typically have terms of three to five years, they generally can be terminated at any time, without penalty, upon 60 to 180 days notice. If the pathologist is terminated without cause, however, we may be contractually obligated to pay severance.

        Our pathologists generally receive a base salary and fringe benefits and may be eligible for an incentive performance bonus. In addition to compensation, we provide our pathologists with uniform benefit plans, such as disability, supplemental retirement, life and group health insurance and medical malpractice insurance under our captive insurance arrangements. Our pathologists are each required to hold a valid license to practice medicine in the jurisdiction in which they practice and, with respect to inpatient services, to become a member of the medical staff at the contracting hospital with privileges in pathology.

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        Most of our employment agreements prohibit the pathologist from competing with our company within a defined geographic area and prohibit solicitation of other pathologists, other employees or clients for a period of one to two years after termination of employment. We attempt to structure all these contracts in accordance with applicable laws and to maintain and enforce these contracts as necessary. Agreements not to compete, however, are subject to many limitations under state law and these limitations may vary from state to state. We cannot predict whether a particular court will enforce the non-competition covenants in our employment agreements.

Information Technology

        Information technology is used extensively in virtually all aspects of our business, including laboratory testing, billing, customer service, logistics and management of medical data. Through information technology initiatives, we believe we can improve efficiencies in our billing and collections and reporting systems. In addition, we believe our information technology initiatives will improve our services through enhanced utilization of our pathologists and more advanced and practical laboratory reporting. Among the initiatives currently being implemented by our information technology group are:

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the creation of a national data center to house the majority of our hardware and software platforms and standardize and streamline our computer maintenance and personnel costs,



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the creation of a data mart, which involves the consolidation of our laboratory information from numerous information systems to enhance our ability to report laboratory test results to customers,



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the development of a direct electronic system to system interface between our pathologists and referring clinician offices and



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the organization of a national billing system to increase the efficiencies in our collection of receivables.

Competition

        The anatomic pathology services market is highly fragmented and competitive. We have numerous competitors, and competition can reasonably be expected to increase. Competitors include anatomic pathology practices, large physician group practices, hospital laboratories, specialized commercial laboratories and the anatomic pathology divisions of some national clinical laboratories. Moreover, companies in other healthcare segments, some of which have previously been customers of ours, such as hospitals, national clinical laboratories, managed care organizations and third party payors, may compete with us in the employment of pathologists and provision of anatomic pathology testing services. These companies also may have greater financial resources than we do.

        We compete primarily on the basis of service capability, convenience of facilities, scope of testing services performed, accuracy, timeliness and consistency in reporting test results and reputation in the medical community. We believe that our principal competitive advantages are our leading market position, subspecialty focus and our regional business model. We compete for new pathologists and acquisitions on the basis of our reputation, management experience, status and focus on anatomic pathology.

Intellectual Property

        We have registered the service marks "AmeriPath," "CAD-The Center for Advanced Diagnostics," "Dermpath Diagnostics" and the AmeriPath logo with the United States Patent and Trademark Office. We are in the process of building brand equity in our trademarks and service marks. Other than the use of such marks, however, our business generally is not dependent upon any intellectual property and as a result, we do not rely on patents or licensed technology in operating our business.

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Employees

        At December 31, 2002, we employed 436 pathologists. In addition, we employed 935 laboratory technicians, 1,384 billing, marketing, transcription and administrative staff and 190 other full-time employees. None of these employees or any prospective employee is subject to any collective bargaining agreement.

Properties

        We lease our executive offices located in Riviera Beach, Florida (approximately 25,000 square feet) and our centralized billing office in Fort Lauderdale, Florida (approximately 18,000 square feet). We also lease 94 other facilities: 30 in Florida, 17 in Texas, six in Pennsylvania, five in California, four in Ohio, Kentucky and Tennessee, three in Mississippi, New York, Oklahoma and Wisconsin, two in Alabama, Georgia, Colorado and Indiana, and one in Arizona, North Carolina, Massachusetts and Utah. These facilities are used for laboratory operations, administrative and billing and collections operations and storage space. These other facilities encompass an aggregate of approximately 529,000 square feet and have lease terms expiring from 2003 to 2017. As laboratory leases are scheduled to expire, we will consider whether to extend or renegotiate the existing lease or move the facility to another location within the defined geographic area of the operation.

Insurance

        We are at risk for being sued for acts or omissions of our pathologists, our laboratory personnel or hospital employees who are under the supervision of our hospital-based pathologists. We and our pathologists periodically become involved as defendants in medical malpractice and other lawsuits, some of which are currently ongoing, and are subject to the attendant risk of substantial damage awards. In June 2002, we replaced our existing medical malpractice insurance coverage with third party insurance companies with a new self-insurance, or captive, arrangement. We entered into this self-insurance arrangement because we were unable to renew our existing coverage at acceptable rates, which we believe was an industry-wide event. Under our self-insurance structure, we retain more risk for medical malpractice costs, including settlements and claims expense, than under our previous coverage. While we have obtained excess liability coverage for medical malpractice costs, we have no aggregate excess stop loss protection, meaning there is no aggregate limitation on the amount of risk we retain under these arrangements. For fiscal year 2002, our medical malpractice costs were approximately $11.1 million, representing an increase of $6.9 million from fiscal year 2001. This increase included a fourth quarter charge for incurred but not reported claims of $4.0 million. The determination of our medical malpractice costs is based on actuarial estimates of our medical malpractice settlement and claims expense and the costs of maintaining our captive insurance program and excess coverage. We periodically review and update the appropriateness of our accrued liability for medical malpractice costs. The terms of the purchase agreements relating to each of our past acquisitions generally contain certain limited rights of indemnification from the sellers of the practices. We also maintain property and general liability insurance policies and obtain indemnity agreements from third parties such as hospitals and national clinical laboratories.

        While we believe we have a prudent risk management system for our company and our pathologists, pending or future claims may be successful and, if successful, may not be covered or may exceed the limitations of our risk management program, including the limits of our captive insurance arrangements, our excess liability coverage and applicable indemnification provisions. It is also possible that our excess liability and other insurance coverage will not continue to be available at acceptable costs or on favorable terms. In addition, our insurance does not cover all potential liabilities arising from governmental fines and penalties, indemnification agreements and certain other uninsurable losses. For example, from time to time we agree to indemnify third parties, such as hospitals and national clinical laboratories, for various claims that may not be covered by insurance. As a result we

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may become responsible for substantial damage awards that are uninsured. We are currently subject to indemnity claims, which if determined adversely to us or one or more of our pathologists or other persons whom we indemnify, could exceed the limitations of our risk management program. Such a result would have an adverse effect on our business, financial condition and results of operations.

Legal Proceedings

        From time to time we receive subpoenas from government officials. While to date none of these investigations has resulted in liability, investigations are expensive and take valuable management time. For instance, we recently received subpoenas from the United States Attorney's office in Tampa, Florida to deliver Medicare billing records and other documents relating to alleged financial inducements received by a Florida physician who is not a pathologist with our company but is one of our clients. We are providing information to the United States Attorney's office and intend to cooperate in the investigation. We also are conducting our own internal investigation of the matter. It is not possible at this point in the investigation to determine whether the government will pursue action against us or to assess the merits of possible defenses we may have to any such action. Accordingly, no assurances can be given regarding the ultimate outcome of the investigation. Any action against us by the United States Attorney's office could result in fines or penalties being imposed upon us. Additionally, although we believe that we are in material compliance with federal and state fraud and abuse laws, there is no assurance that at a future time a United States Attorney, or other federal or state government agency will not reach a different conclusion.

        During the fourth quarter of 2002, two civil actions were commenced in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida. The two complaints are substantially similar. The lawsuits each allege a breach of duty to stockholders in connection with the merger of Amy Acquisition Corp. with and into AmeriPath. The plaintiffs each seek to represent a putative class consisting of the former public stockholders of AmeriPath. Named as defendants in both complaints are AmeriPath and some of the former members of the AmeriPath board of directors. The plaintiffs allege, among other things, that the merger consideration was inadequate, that the announcement was improperly timed, that AmeriPath was not properly auctioned, that the merger was unfair and that the then current AmeriPath directors breached their fiduciary duties. Each complaint seeks unspecified amounts of damages, costs and expenses related to their actions and other unspecified relief. We believe that both complaints lack merit and have moved to dismiss each.

        In addition, during the ordinary course of business, we have become and may in the future become subject to legal actions and proceedings. We may have liability with respect to our employees and our pathologists and with respect to hospital employees who are under the supervision of our hospital-based pathologists. The majority of these pending legal proceedings involve claims of medical malpractice. Based upon investigations conducted to date, we believe the outcome of any pending legal actions and proceedings, individually or in the aggregate, will not have a material adverse effect on our financial condition, results of operations or liquidity. There can be no assurance that our captive insurance arrangements and our excess liability insurance coverage will be adequate to cover all potential medical malpractice liabilities that we may incur. We have no aggregate excess stop loss protection, meaning once our claim limits have been reached, we are subject for any excess amounts. We also may, from time to time, be involved with legal actions related to the acquisition of anatomic pathology operations, the prior conduct of acquired operations or the employment and restriction on competition of physicians. There can be no assurance that any costs or liabilities for which we become responsible in connection with these claims or actions will not be material or will not exceed the limitations of any applicable indemnification provisions or the financial resources of the indemnifying parties.

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GOVERNMENT REGULATION

        Our business is subject to governmental and regulatory requirements relating to healthcare matters as well as laws and regulations relating to business corporations. We exercise care to structure our operations and arrangements with hospitals and physicians to comply with relevant federal and state laws. We believe our current arrangements and practices are in material compliance with applicable statutes and regulations. We have not received or applied, however, for legal opinions from counsel or from any federal or state regulatory authority to this effect, and many aspects of our business operations have not been the subject of federal or state regulatory interpretation. As a result, it is possible that our current or prior practices or arrangements could be found to be noncompliant with applicable laws and regulations, and any such occurrence could have an adverse effect on our business, financial condition and results of operations.

        We derived approximately 18%, 21% and 20% of our revenues for the years ended December 31, 2000, 2001 and 2002, respectively, from payments made by government sponsored healthcare programs, principally Medicare and Medicaid. These programs are subject to substantial regulation by the federal and state governments. Any change in payment regulations, policies, practices, interpretations or statutes that places limitations on reimbursement amounts, or changes in reimbursement coding or practices could adversely affect our financial condition and results of operations. In December 2002, Centers for Medicare and Medicaid Services, or CMS, published a final rule reducing the physician fee schedule conversion factor to 4.4% and reducing some pathology relative value unit factors. This rule was scheduled to take effect March 1, 2003. In the fiscal year 2003 Omnibus Appropriations Act, passed on February 13, 2003 and signed by the President on February 20, 2003, Congress granted CMS the authority to recalculate the physician fee schedule conversion factor, which has the effect of rescinding the 4.4% physician fee schedule conversion factor reduction and increasing the conversion factor by 1.6%. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Trends and Events."

        Increasing budgetary pressures at both the federal and state level and concerns over the continued increase of the costs of healthcare have led, and may continue to lead, to significant reductions in healthcare payments and may lead to significant reduction in our revenue or our revenue for specific tests. State concerns over the growth in Medicaid costs also could result in payment reductions. Although governmental payment reductions have not materially affected us in the past, it is possible that such changes in the future could have an adverse effect on our financial condition and results of operations. In addition, Medicare, Medicaid and other government sponsored healthcare programs are increasingly shifting to some form of managed care. Some states have recently enacted legislation that will require that all Medicaid patients be converted to managed care organizations, and similar legislation may be enacted in other states, which could result in reduced payments to our company for such patients. In addition, a state-legislated shift in a Medicaid plan to managed care could cause the loss of some, or all, Medicaid business for us in that state if we were not selected as a participating provider. Additionally, funds received under all healthcare reimbursement programs are subject to audit with respect to the proper billing for physician services. Retroactive adjustments of revenue from these programs could occur. We expect that there will continue to be proposals to reduce or limit Medicare and Medicaid payment for services.

        In connection with our past acquisitions, we performed due diligence investigations with respect to the potential liabilities of acquired operations and obtained indemnification with respect to some liabilities from the sellers of these operations. Nevertheless, there could be undiscovered claims. Further, despite our efforts to obtain adequate indemnification, liabilities for which we become responsible in respect of acquired operations could be material and may exceed either the limitations of any applicable indemnification provisions or the financial resources of the indemnifying parties. We regularly review compliance by our acquired businesses with federal and state healthcare laws and regulations and revise, as appropriate, the policies and procedures of our acquired businesses to conform to our policies and procedures and applicable law. Although we maintain an active compliance

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program, it is possible that the government might challenge some of our current practices as not being in full compliance with applicable laws and regulations. A violation of these laws could result in the government's recoupment of fees previously paid to us, forfeiture of revenues due to us, civil and criminal penalties, exclusion of the physician, the operation or our company from participation in Medicare and Medicaid programs and loss of a physician's license to practice medicine.

Anti-Kickback Laws

        Federal anti-kickback laws and regulations prohibit any knowing and willful offer, payment, solicitation or receipt of any form of remuneration, either directly or indirectly, in return for, or to induce: (i) the referral of an individual for a service for which payment may be made by Medicare and Medicaid or certain other federal healthcare programs; or (ii) the purchasing, leasing, ordering or arranging for, or recommending the purchase, lease or order of, any service or item for which payment may be made by Medicare, Medicaid or certain other federal healthcare programs. Violations of federal anti-kickback laws and regulations are punishable by monetary fines, civil and criminal penalties and exclusion from participation in Medicare, Medicaid and other federal healthcare programs. Several states have similar laws.

        The federal government has published regulations that provide "safe-harbors" from prosecution under federal anti-kickback laws for business transactions that meet certain requirements. Failure to meet the requirements of a safe harbor does not necessarily mean a transaction violates the anti-kickback law. Although many of our operations do not satisfy the requirements of the safe harbors, we believe our operations are in material compliance with applicable anti-kickback laws, and we seek to structure arrangements to comply with applicable safe harbors where reasonably possible. There is a risk, however, that the federal government might conclude that our arrangements violate the anti-kickback statute. If any of our arrangements were found to be illegal, our company and the individual physicians involved could be subject to government recoupment of fees paid to us, forfeiture of revenues due to us or civil and criminal penalties, including exclusion from the participation in government reimbursement programs, which could adversely affect our business, financial condition and results of operations.

        The Office of Inspector General of the Department of Health and Human Services, or OIG, issues advisory opinions that provide advice on whether proposed business arrangements violate the anti-kickback law. In Advisory Opinion 99-13, the OIG opined that when prices for laboratory services for non-governmental patients are discounted below Medicare reimbursable rates, the anti-kickback law may be implicated. The OIG found prices discounted below the laboratory supplier's costs to be particularly problematic. In the same opinion, OIG suggested that a laboratory may be excluded from federal healthcare programs if it charges the Medicare or Medicaid programs amounts substantially in excess of discounted charges to other customers. In the OIG's opinion, charges are likely excessive if the profit margin for Medicare business exceeds the profit margin for non-federally reimbursed business.

        The OIG also has addressed physician practice management arrangements in an advisory opinion. In Advisory Opinion 98-4, the OIG found that management fees based on a percentage of practice revenues may violate the anti-kickback statute. These Advisory Opinions suggest that OIG might challenge prices below Medicare reimbursement rates or arrangements based on a percentage of revenues. While we believe our arrangements are in material compliance with applicable law and regulations, OIG's advisory opinions suggest there is a risk of an adverse OIG finding relating to arrangements reviewed in the advisory opinions. Any such finding could adversely affect our business, financial condition and results of operations.

Self-Referral and Financial Inducement Laws

        We are subject to federal and state statutes and regulations banning payments for referral of patients and referrals by physicians to healthcare providers with whom the physicians (or their

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immediate family members) have a financial relationship. The federal physician anti-self referral law, or the Stark Law, applies to Medicare and Medicaid and prohibits a physician from referring patients for certain "designated health services," including laboratory services, to an entity with which the physician has a financial relationship. Financial relationships include both investment (and ownership) interests in an entity and compensation arrangements with an entity. If an arrangement or relationship is covered by the Stark Law, all of the requirements of a Stark Law exception must be satisfied. Most states have enacted some form of referral law. State statutes and regulations affecting the referral of patients to healthcare providers range from statutes and regulations that are substantially similar to the federal law to simple requirements that physicians and other healthcare professionals disclose to patients any financial relationship the physicians or healthcare professionals have with a healthcare provider to which the patient is referred. These laws and regulations are often vague and, in many cases, have not been interpreted by courts or regulatory agencies. The state statutes and regulations generally apply to services reimbursed by both governmental and private payors. Violations of these laws may result in prohibition of payment for services rendered, government recoupment of fees paid to us and forfeiture of revenues due to us, loss of licenses and fines and civil and criminal penalties. In addition, violation of the Stark Law may result in exclusion from Medicare and Medicaid and other federal and state healthcare programs. Adverse judicial or administrative interpretations of any of these laws could adversely affect our business, financial condition and results of operations. In addition, expansion of our operations to new jurisdictions, or new interpretations of laws in existing jurisdictions, could require structural and organizational modifications of our relationships with physicians to comply with that jurisdiction's laws.

        We believe that the vast majority of requests for diagnostic tests made by our pathologists are excepted from the Stark Law definition of a "referral," which excepts from that definition any request by a pathologist for diagnostic laboratory tests and pathological examination services. Some pathologists affiliated with our company may make referrals for other services that are covered by the Stark Law. Many of these physicians have financial relationships with us in the form of compensation arrangements, ownership of contingent notes issued by us or both. In addition, prior to the consummation of the Transactions, many of these physicians were stockholders or option holders of our company or both. We believe, however, that their referrals are covered by the Stark Law exception that permits referrals for in-office ancillary services. Additionally, we believe that certain of these financial relationships are separately protected by various other Stark Law exceptions that permit referrals. We also believe that we are in material compliance with applicable state referral laws and regulations. If our financial relationships with pathologists were found to be illegal, or if prohibited referrals were found to have been made, we and our pathologists who make referrals could be subject to civil and criminal penalties, including fines, exclusion from participation in government and private payor programs, forfeiture of revenues due to us and requirements to refund amounts previously received from government and private payors.

False Claims Laws

        Under the federal False Claims Act, the government may fine any person who knowingly submits, or participates in submitting, claims for payment to the federal government that are false or fraudulent or that contain false or misleading information. In addition, knowingly making or using a false record or statement to avoid paying the federal government is a violation. Entities found to have violated the False Claims Act may be required to make significant payments to the government, including damages, penalties, forfeiture of revenues due and reimbursements of amounts previously collected. Individuals associated with the entity may be subject to prison terms and large fines. In addition, entities and individuals may be excluded from participating in Medicare, Medicaid and other federal healthcare programs. Many states have similar false claims statutes.

        In addition, private insurers may bring actions under false claim laws. In certain circumstances, federal and some state laws authorize private whistleblowers to bring false claim suits on behalf of the government against providers and reward the whistleblower with a portion of any final recovery. In

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addition, the federal government has engaged a number of nongovernmental-audit organizations to assist it in tracking and recovering false claims for healthcare services. The practices targeted include: billing for tests not performed, billing for tests not medically necessary or not ordered by the physician, "unbundling," or billing for tests individually rather than as a group, "upcoding" tests to realize higher reimbursement than what is owed, offering inducements to physicians for testing referrals and duplicate billing. These practices have led to governmental investigations and whistleblower suits that have resulted in financially significant payments made by a number of healthcare providers in the past decade.

        Since investigations relating to false claims have increased in recent years, it is more likely companies conducting business in the healthcare industry could become the subject of a federal or state civil or criminal investigation or action, be required to defend the results of such investigation, be subjected to civil and criminal fines, be sued by private payors and be excluded from Medicare, Medicaid or other federally funded healthcare programs. Although we monitor our billing practices for compliance with prevailing industry practice under applicable laws, such laws are complex and constantly evolving.

Government Investigations of Hospitals and Hospital Laboratories

        Significant media and public attention has been focused on the healthcare industry due to ongoing federal and state investigations related to referral and billing practices, laboratory and home healthcare services and physician ownership and joint ventures involving hospitals. Most notably, HCA, Inc., or HCA, has been under investigation with respect to such practices. We provide medical director services for numerous hospital laboratories, including 27 HCA hospital laboratories as of December 31, 2002. The government's investigation of HCA could result in a governmental investigation of one or more of our operations that have arrangements with HCA. In addition, the OIG and the Department of Justice have initiated hospital laboratory billing review projects in some states and are expected to extend such projects to additional states, including states in which we operate hospital laboratories. These projects increase the likelihood of governmental investigations of our operations. Although we monitor our billing practices and hospital arrangements for compliance with applicable laws, such laws are complex and constantly evolving. The government's investigations of entities with which we contract may have other effects which could adversely affect us, including termination or amendment of one or more of our contracts or business relationships.

Corporate Practice of Medicine Restrictions

        We are not licensed to practice medicine. The practice of medicine is conducted solely by our licensed pathologists. The manner in which licensed physicians can be organized to perform and bill for medical services is governed by the laws of the state in which medical services are provided and by the medical boards or other entities authorized by these states to oversee the practice of medicine. Business corporations generally are not permitted under the laws of many states to exercise control over the medical judgments or decisions of physicians or engage in certain practices, such as fee-splitting, with physicians. In states where we are not permitted to directly own a medical practice, we perform only non-medical and administrative and support services, do not represent to the public or our clients that we offer medical services and do not exercise influence or control over the practice of medicine. In those states, we conduct our laboratory operations indirectly through one or more physician-owned entities that are controlled by us.

        If the laws of a state restrict the direct employment of physicians or the practice of medicine by a company like ours, we conduct business in that state by contracting with an affiliated physician-owned entity that, in turn, employs the physicians who, in turn, practice medicine. In those states, we generally enter into a contract that restricts the owner of the affiliated entity from transferring his, her or its ownership interests in the affiliated entity and otherwise provides us or our designee with a controlling voting or financial interest in the affiliated entity and its laboratory operations. Our controlling

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financial interest is generally obtained pursuant to a long-term management service agreement between us and the affiliated physician-owned entity. Under the management services agreement we exclusively manage all aspects of the operation other than the provision of medical services. Generally, the affiliated entity has no operating assets because we acquired all of its operating assets at the time we acquired the related laboratory operations. As part of the management services agreements, each affiliated physician-owned entity is required to maintain medical malpractice insurance that names our company as an additional insured, and we are required to maintain general liability insurance that names the affiliated physician-owned entity as additional insured. Upon termination of the services agreement, each affiliated physician-owned entity is required to obtain continuing liability insurance coverage under either a "tail policy" or a "prior acts policy."

        We believe that we are currently in material compliance with the corporate practice laws in the states in which we operate. Regulatory authorities or other parties could assert, however, that we are engaged in the corporate practice of medicine. If such a claim were successfully asserted in any jurisdiction, our company and our pathologists could be subject to civil and criminal penalties under such jurisdiction's laws and could be required to restructure our contractual and other arrangements. Alternatively, some of our existing contracts could be found to be illegal and unenforceable. Any such occurrence could adversely affect our business, financial condition or results of operations. In addition, expansion of our operations to other states may require structural and organizational modification of our form of relationship with physicians or hospitals.

Restrictions on Fee-Splitting

        Many states prohibit the splitting or sharing of fees between physicians and non-physicians. These laws vary from state to state and are enforced by courts and regulatory agencies, each with broad discretion. Most of the states with fee-splitting laws only prohibit a physician from sharing fees with a referral source. Some states, however, have interpreted management agreements between entities and physicians as unlawful fee-splitting.

        We believe our arrangements with pathologists materially comply with the fee-splitting laws of the states in which we operate. Nevertheless, it is possible regulatory authorities or other parties could claim we are engaged in fee-splitting. If such a claim were successfully asserted in any jurisdiction, our company and our pathologists could be subject to civil and criminal penalties, and we could be required to restructure our contractual and other arrangements. Any restructuring of our contractual and other arrangements could result in lower revenues, increased expenses and reduced control over our operations. Alternatively, some of our existing contracts could be found to be illegal and unenforceable, which could result in the termination of those contracts and an associated loss of revenue. In addition, expansion of our operations to other states with fee-splitting prohibitions may require structural and organizational modification to the form of relationships that we currently have with pathologists, affiliated operations and hospitals.

Medicare Fee Schedules for Diagnostic Laboratory Testing

        Medicare reimburses hospitals for services performed for a patient based on location-specific fee schedules, which in part are based on Consumer Price Index, or CPI, related adjustments. At various times, Congress has implemented a national cap on Medicare laboratory fee schedules and has either limited or eliminated the annual CPI adjustments of the Medicare laboratory fee schedules. In December 2002, Centers for Medicare and Medicaid Services, or CMS, published a final rule reducing the physician fee schedule conversion factor to 4.4% and reducing some pathology relative value unit factors. This rule was scheduled to take effect March 1, 2003. In the fiscal year 2003 Omnibus Appropriations Act, passed on February 13, 2003 and signed by the President on February 20, 2003, Congress granted CMS the authority to recalculate the physician fee schedule conversion factor, which has the effect of rescinding the 4.4% physician fee schedule conversion factor reduction and increasing the conversion factor by 1.6%. State Medicaid programs similarly pay in accordance with a fee schedule and may cap payments either in accordance with Medicare caps or state requirements. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Trends and Events" for additional discussion.

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Reevaluations and Examination of Billing

        Payors periodically reevaluate the services they cover. In some cases, government payors such as Medicare also may seek to recoup payments previously made for services determined not to be covered. Moreover, recently the federal government has become more aggressive in examining laboratory billing and seeking repayments and penalties as the result of improper billing for services. The primary focus of this initiative has been on hospital laboratories and on clinical laboratory tests as opposed to anatomic pathology tests. The scope of this initiative, however, could expand. Furthermore, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and a joint governmental initiative commenced in 1995 called Operation Restore Trust have strengthened the powers of the OIG and increased the funding for Medicare and Medicaid audits and investigations. As a result, the OIG has expanded and continues to expand the scope of its healthcare audits and investigations. State enforcement actions are similarly expanding. Federal and state audits and inspections, whether on a scheduled or unannounced basis, are conducted from time to time at our facilities. We believe our practices are proper and do not include any allegedly improper practices now being examined.

Laboratory Compliance Plan

        In February 1997, the OIG released a model compliance plan for laboratories based largely on the corporate integrity agreements negotiated with the laboratories against which government enforcement actions were brought under Operation Restore Trust. We adopted and maintain a compliance plan, which includes components of the OIG's model compliance plan, as we deem appropriate to the conduct of our business. Our senior vice president of operations serves as our chief compliance officer and reports directly to the audit committee of our board of directors.

Antitrust Laws

        In connection with state corporate practice of medicine laws discussed above, the physician-owned affiliates through which we operate are organized as separate legal entities. As such, the physician practice entities may be deemed to be persons separate both from our company and from one another under the antitrust laws and, accordingly, subject to a wide range of federal and state laws prohibiting anti-competitive conduct among separate legal entities. We believe we are in compliance with federal and state antitrust laws and intend to comply with any state and federal laws that may affect us. The government has increased its scrutiny, particularly with regard to healthcare providers. A review of our business and operations by courts or regulatory authorities may adversely affect our business, financial condition or results of operations.

HIPAA Criminal Penalties

        HIPAA created criminal provisions imposing penalties for fraud against any healthcare benefit program for theft or embezzlement involving healthcare and for false statements in connection with the payment of any health benefits. HIPAA also provided broad prosecutorial subpoena authority and authorized property forfeiture upon conviction of a federal healthcare offense. Significantly, the HIPAA provisions apply both to federal programs and to private health benefit programs. HIPAA also broadened the authority of the OIG to exclude participants from federal healthcare programs. Because of the uncertainties as to how the HIPAA provisions will be enforced, we currently are unable to predict their ultimate impact on us.

Licensing

        The Clinical Laboratory Improvement Amendments program, or CLIA, extends federal oversight to virtually all healthcare laboratories by requiring that laboratories be certified by the government. Many laboratories also must meet governmental quality and personnel standards, undergo proficiency

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testing and biennial inspection. Rather than focusing on location, size or type of laboratory, oversight is based on the complexity of the test performed by the laboratory. The CLIA quality standards regulations divide all tests into three categories: waived, moderate complexity and high complexity. They also establish requirements depending upon the complexity of the test performed. Our outpatient laboratories are licensed by the Department of Health and Human Services, or HHS, under CLIA to perform high complexity testing. Generally, the HHS regulations require laboratories that perform high complexity or moderate complexity tests to implement systems that ensure the accurate performance and reporting of test results, establish quality control systems, conduct proficiency testing and perform biennial inspections. We also are subject to state regulation, and CLIA provides that a state may adopt more stringent regulations than federal law. For example, some states in which we operate require that laboratory personnel meet certain qualifications and quality controls, maintain certain records and undergo proficiency testing.

        Persons engaged in the practice of medicine must be licensed by each state in which they practice. The professional practice of physicians is regulated in each state by the state board of medicine. Each board of medicine has rules enumerating the activities that constitute unprofessional conduct. A board may sanction unprofessional conduct by suspending, restricting or revoking a physician's license. Other possible sanctions include restraining orders, injunctions, imprisonment and fines.

HIPAA Regulations Relating to Privacy, Security and Transmission of Health Information

        Among other things, HIPAA established several requirements regarding the privacy, security and transmission of health information. HHS has issued several sets of regulations in accordance with its authority under HIPAA. In general, these regulations apply to healthcare providers, health plans and healthcare clearinghouses, which we refer to as covered entities. Our company and most of our operations are subject to the HIPAA regulations.

        Pursuant to HIPAA, HHS issued final privacy regulations establishing comprehensive federal standards relating to the use and disclosure of individually identifiable health information or other protected health information. These regulations establish limits on the use and release of protected health information, provide for patients' rights to access, amend and receive an accounting of disclosures of protected health information and require certain safeguards to protect individually identifiable health information. In addition, each covered entity must contractually bind individuals and entities that furnish services on its behalf, and to which the covered entity discloses individually identifiable health information, to restrictions on the use of and disclosure of the information. The federal privacy regulations do not supersede state laws that are more stringent. Thus, we must reconcile both the federal privacy regulations and other state privacy laws that are more stringent than the federal laws. Our operations that are regulated by HIPAA were required to be in compliance with the federal privacy regulations by April 14, 2003. The HHS Office for Civil Rights, or OCR, was expected to release several guidance documents addressing questions or concerns raised by the privacy regulations prior to the compliance date but failed to do so. On April 17, 2003, HHS published an interim final regulations, regarding civil money penalties, procedures for investigations, imposition of penalties and hearings. The regulations largely deal with procedural issues and do not address substantive issues such as what violations will result in the imposition of a civil money penalty, how penalties will be determined, and factors that will be taken into account in determining the amount of a penalty. The Company believes that its operations are in material compliance with the HIPAA privacy regulations. Due to the lack of guidance from OCR and great uncertainty regarding the interpretation of the HIPAA privacy regulations, however, there is no assurance that OCR would not find that the Company is not in compliance.

        Like the privacy regulations, the electronic transaction standards have also become final. These regulations establish uniform standards relating to data reporting, formatting and coding that covered entities must use in conducting certain transactions. The electronic transaction standards presently

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apply to eight different transactions, including transactions relating to healthcare claims and healthcare payment and remittance advice. Upon the compliance date, healthcare providers must use these standards when electronically conducting a covered transaction with health plans or other healthcare providers. The compliance date for these regulations was October 2002, although the Administrative Simplification Compliance Act granted a covered entity an additional one-year to achieve compliance if it filed a compliance plan on or before October 15, 2002. We filed a compliance plan to extend the applicable compliance date for these regulations until October 16, 2003. Any of our operations acquired or formed after October 15, 2002 that did not file for an extension are required to be in immediate compliance.

        The security regulations promulgated pursuant to HIPAA were finalized on February 20, 2003 and will be effective on April 21, 2005. The purpose of the proposed security regulations is to establish a minimum standard for the protection of individually identifiable health information in electronic form. The regulations provide administrative, physical and technical safeguards that must be implemented to protect electronic individually identifiable health information from unauthorized access, alteration, deletion and transmission.

        The HIPAA regulations could result in significant financial obligations for us and will pose increased regulatory risk. The privacy regulations could limit our use and disclosure of patient health information. For example, HHS has indicated that cells and tissue samples are not protected health information but that analyses of these samples are protected. HHS has stated that if a person provides cells to a researcher and tells the researcher that the cells are an identified individual's cancer cells, that accompanying statement is protected health information about that individual. At this time, we are not able to determine the full consequences of the HIPAA regulations to our business or the total cost of complying with these regulations. However, the HIPAA regulations are expected to impact us operationally and financially.

        Violations of HIPAA are punishable by civil and criminal penalties. State privacy laws may impose similar sanctions on us.

Other Regulations

        In addition, our facilities and operations are subject to licensing and regulation under federal, state and local laws relating to the safety and health of laboratory employees and the collecting, storing, handling and disposal of medical specimens, infectious and hazardous waste and radioactive materials. We believe our laboratory operations are in material compliance with applicable federal and state laws and regulations relating to the generation, use, storage, treatment and disposal of all laboratory specimens and other biohazardous waste. We utilize licensed vendors for the disposal of such specimen and waste.

        In addition to its comprehensive regulation of safety in the workplace, the federal Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for healthcare employees, including clinical laboratories, whose workers may be exposed to blood-borne pathogens, such as HIV and the hepatitis B virus. These regulations require work practice controls, protective clothing and equipment, training, medical follow-up, vaccinations and other measures designed to minimize exposure to and transmission of, blood-borne pathogens. Regulations of the Department of Transportation, the Public Health Services and the U.S. Postal Service also apply to the transportation of laboratory specimens. We believe we are in material compliance with these regulations.

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MANAGEMENT

Executive Officers and Directors

        The board of directors of our parent and of our company are identical. The following table sets forth information about our directors and executive officers as of the date of this prospectus:

Name	Age	Position(s)
James C. New	57	Chief Executive Officer
Gregory A. Marsh	42	Vice President, Chief Financial Officer and Secretary
James E. Billington	40	Senior Vice President, Operations
Dennis M. Smith, Jr., M.D	51	Executive Vice President of Genomic Strategies and Chief Medical Officer
Stephen V. Fuller	48	Senior Vice President, Human Resources
Paul B. Queally	38	Director
D. Scott Mackesy	34	Director
Sean M. Traynor	33	Director

        Set forth below is a brief description of the business experience of each of our directors and executive officers.

        James C. New has been our Chief Executive Officer since January 1996. Mr. New served as Chairman of the Board of Directors of AmeriPath from January 1999 to March 2003. Mr. New also served as President of AmeriPath from January 1996 until November 2000. Prior to joining us, Mr. New was the founder, President, Chief Executive Officer and director of RehabClinics, Inc., one of the largest outpatient rehabilitation companies in the country. RehabClinics completed its initial public offering in June 1992 and merged with NovaCare, Inc. in February 1994. Mr. New was President of NovaCare's outpatient division from 1994 to 1995. Prior to founding RehabClinics, he served as President of Greater Atlantic Health Service and Physicians Choice of Southeastern Pennsylvania, both of which are HMOs. From 1993 through 1996, Mr. New was the Chairman of the acquisition committee and Director of Pet Practice, Inc. From 1978 to 1985, Mr. New served in various executive positions at Textron, Inc. and Emerson Electric, Inc.

        Gregory A. Marsh has been our Vice President, Chief Financial Officer and Secretary since February 2001. From August 1996 to February 2001, he served as our Vice President, Corporate Controller. Prior to joining us, Mr. Marsh was the Director of Budgeting and Financial Analysis for Sensormatic Electronics Corporation from November 1991 to July 1996. From 1983 to October 1991, Mr. Marsh worked for Coopers & Lybrand in Pittsburgh, Pennsylvania and South Florida. Mr. Marsh is a Certified Public Accountant in the State of Florida.

        James E. Billington has been our Senior Vice President of Operations since November 2000. Mr. Billington joined us when we acquired Inform DX in November 2000. He was a co-founder, President, Chief Operating Officer and Chief Compliance Officer of Inform DX. Prior to founding Inform DX in 1997, Mr. Billington served as Vice President, Administration/Finance for LabCorp. In this capacity, he had operational and financial oversight for six operating regions. Previously, Mr. Billington spent five years with Allied Clinical Laboratories, most recently serving as Assistant Vice President, Controller for the Texas Division. From 1984 to 1989, Mr. Billington served in various audit roles in the public accounting industry.

        Dennis M. Smith, Jr., M.D. has been our Executive Vice President of Genomic Strategies since April 2000 and our Chief Medical Officer since March 1999. Dr. Smith served as a member of the Board of Directors of AmeriPath from November 2001 to March 2003. From March 1999 to April 2000, Dr. Smith was our Senior Vice President. He also holds the position of Managing Director of AmeriPath Laboratory Physicians, Jacksonville, where he has served since 1984. Currently, Dr. Smith is a member of the Board of Trustees of the National Blood Foundation and serves as a director of the

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Florida-Georgia Blood Alliance. He is also a member of Vanderbilt University School of Engineering's Committee of Visitors. Dr. Smith was previously President of the American Association of Blood Banks, Director and Executive Head of the American Red Cross Blood Services, Nashville Region, Chairman of the National Blood Foundation and a director of Immucor, Inc.

        Stephen V. Fuller has been our Senior Vice President of Human Resources since June 1999 and served as our Vice President of Human Resources from November 1996 until June 1999. Prior to joining us, he held executive human resources positions at Miami Heart Institute, Delray Medical Center, Hialeah Hospital, South Miami Hospital, Highland Park General Hospital and the University of Miami/Jackson Memorial Medical Center. Mr. Fuller has 23 years of experience in healthcare human resources and is certified by the HR Certification Institute as a Senior Professional in Human Resources and by World at Work (formerly the American Compensation Association) as a Certified Compensation Professional (CCP). Mr. Fuller is an active member of the Society for Human Resources Management and has served in a variety of leadership capacities, including Area II Board Member, Board Member of the HR Florida State Council, State Director for Florida, District Director for South Florida and President of the Greater Miami Society for Human Resources Management.

        Paul B. Queally has been a director of our company since the consummation of the Transactions. Mr. Queally is a general partner of Welsh, Carson, Anderson & Stowe, where he focuses primarily on investments in the healthcare industry and is a managing member of the general partner of Welsh, Carson, Anderson & Stowe IX, L.P. Prior to joining Welsh Carson in 1996, Mr. Queally was a general partner at the Sprout Group, the private equity group of the former Donaldson, Lufkin & Jenrette. Mr. Queally received his bachelor's degree from the University of Richmond and MBA from Columbia Business School. He is currently the Chairman of the Board of Concentra Managed Care, Inc. and a member of the boards of directors of LabOne, Inc., MedCath, Inc., United Surgical Partners, Inc. and several private companies.

        D. Scott Mackesy has been a director of our company since consummation of the Transactions. Mr. Mackesy is a general partner of Welsh, Carson, Anderson & Stowe, where he focuses primarily on investments in the healthcare industry and is a managing member of the general partner of Welsh, Carson, Anderson & Stowe IX, L.P. Prior to joining Welsh Carson in 1998, Mr. Mackesy was a Vice President in the Investment Research Department at Morgan Stanley Dean Witter, where he was a healthcare equity research analyst. Mr. Mackesy received his bachelor's degree from The College of William & Mary. He is a member of the boards of directors of LabOne, Inc., United Surgical Partners, Inc. and several private companies.

        Sean M. Traynor has been a director of our company since consummation of the Transactions. Mr. Traynor is a principal at Welsh, Carson, Anderson & Stowe, where he focuses primarily on investments in the healthcare, information services and telecommunications industries. Prior to joining Welsh Carson in 1999, Mr. Traynor worked in the healthcare and insurance investment banking groups at Bankers Trust Alex. Brown from 1996 until 1999. Prior to joining Bankers Trust Alex. Brown, Mr. Traynor spent three years with Coopers & Lybrand. Mr. Traynor earned his bachelor's degree from Villanova University and an MBA from the Wharton School of Business. He is a member of the boards of directors of LabOne, Inc. and several private companies.

Board Committees

        Our board directs the management of our business and affairs as provided by Delaware law and conducts its business through meetings of the full board of directors. Subsequent to the Transactions, the board of directors will create two standing committees: the audit committee and the compensation committee. In addition, from time to time other committees may be established under the direction of the board of directors when necessary to address specific issues.

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        The duties and responsibilities of the audit committee will include recommending to the board of directors the appointment or termination of the engagement of our independent public accountants, otherwise overseeing the independent auditor relationship, reviewing our significant accounting policies and internal controls and reporting its recommendations and findings to the full board of directors. The compensation committee will review and approve the compensation of our chief executive officer and administer our stock option plan.

Director Compensation

        Each of our directors is a general partner or employee of Welsh, Carson, Anderson & Stowe and is not separately compensated for his services as a director, other than reimbursement of out-of-pocket expenses incurred in connection with rendering such services.

Executive Compensation

Summary Compensation Table

        The following table sets forth the aggregate compensation paid or earned during the prior three years to our chief executive officer and each of our four other most highly compensated executive officers at the end of our last fiscal year whose total annual salary and bonus was $100,000 or more during our last fiscal year (the chief executive officer and such other executive officers are sometimes referred to herein as the named executive officers).

			Annual Compensation
Name And Principal Position	Fiscal Year		Salary ($)	Bonus ($)	Other Annual Compensation ($)		Long-Term Compensation Number Of Options Granted
James C. New Chief Executive Officer	2002 2001 2000		473,846 425,000 375,000	— 255,000 225,000	175,000 — —	(1)(6)	80,000 75,000 61,000
Brian C. Carr(2) President	2002 2001		299,594 271,862	— 100,000	— 57,023	(1) (3)	35,000 200,000
Gregory A. Marsh Vice President and Chief Financial Officer	2002 2001 2000	(5)	220,000 180,939 —	— 100,000 —	175,000 — —	(4)	30,000 35,000 —
Dennis M. Smith, Jr., M.D. Executive Vice President of Genomic Strategies and Chief Medical Officer	2002 2001 2000		350,000 348,769 242,308	— — —	— — —		20,000 50,000 34,000
Stephen V. Fuller Senior Vice President, Human Resources	2002 2001 2000		218,405 192,736 161,153	55,010 76,442 66,500	— — —		20,000 20,000 20,000

(1)

The aggregate amount of perquisites and other personal benefits provided to the executive officer is less than the lesser of 10% of the total annual salary and bonus of such officer or $50,000, but is not $0.

(2)

Mr. Carr was president of our company as of December 31, 2002, but will be leaving our company as of May 1, 2003.

(3)

Represents reimbursement of expenses in connection with Mr. Carr's relocation to West Palm Beach, Florida from Nashville, Tennessee.

(4)

Represents a one-time bonus, of which $100,000 has been paid to date, payable to Mr. Marsh in connection with his efforts regarding the sale of AmeriPath.

(5)

Mr. Marsh was not an executive officer during 2000.

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(6)

Represents a one-time bonus payable to Mr. New in connection with his efforts regarding the sale of AmeriPath.

Option Grants In Last Fiscal Year(1)

							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($)(3)
	Number of Securities Underlying Options Granted(2)
Name		Percent of Total Options Granted to Employees in Year		Exercise Price per Share		Expiration Date
							5%	10%
James C. New	80,000	12.6	%	$	26.14	2/18/12	1,315,144	3,332,834
Brian C. Carr	35,000	5.5	%	$	26.14	2/18/12	575,376	1,458,115
Gregory A. Marsh	30,000	4.7	%	$	26.14	2/18/12	493,179	1,249,813
Dennis M. Smith, Jr., M.D.	20,000	3.2	%	$	26.14	2/18/12	328,786	833,209
Stephen V. Fuller	20,000	3.2	%	$	26.14	2/18/12	328,786	833,209

(1)

All options listed herein have been accelerated and canceled in the Transactions in exchange for the right to receive $21.25 in cash less the exercise price of the option. Upon consummation of the Transactions certain of the named executive officers and certain other officers received options to purchase common stock pursuant to our parent's new stock option plan. See "—Employment Agreements," "—New Stock Option Plan" and "Security Ownership of Certain Beneficial Owners and Management."

(2)

All options were granted under either our Amended and Restated 1996 Stock Option Plan or our 2001 Stock Option Plan at exercise prices equal to or greater than the fair market value of our common stock on the date of the grant and vested over five years with a ten-year term. Both plans were terminated upon consummation of the Transactions.

(3)

These assumed annual rates of appreciation were used in compliance with the rules of the SEC and are not intended to forecast future price appreciation of our common stock.

Option Exercises in Last Year and Year-End Option Value Table(1)

			Number of Securities Underlying Unexercised Options Held at 2002 Year End
					Value of Unexercised In-The-Money Options at 2002 Year End ($)(2)
Name	Number of Options Exercised	Amount Realized ($)
			Exercisable	Unexercisable	Exercisable	Unexercisable
James C. New	210,000	4,981,450	101,411	204,600	993,098	844,845
Brian C. Carr	20,000	82,160	20,000	195,000	—	—
Gregory A. Marsh	12,700	257,427	12,000	75,000	46,760	251,440
Dennis M. Smith, Jr., M.D.	—	—	46,600	92,400	431,025	419,800
Stephen V. Fuller	13,800	247,219	7,200	57,000	24,620	272,070

(1)

All shares of common stock issued upon exercise of the options listed herein were converted in the Transactions into the right to receive $21.25 in cash. Upon consummation of the Transactions certain of the named executive officers and certain other officers received options to purchase common stock pursuant to our parent's new stock option plan. See "—Employment Agreements," "—New Stock Option Plan" and "Security Ownership of Certain Beneficial Owners and Management."

(2)

The indicated value of the options is a computation of the difference between the applicable option exercise price and the closing market price of our common stock as of December 31, 2002 ($21.50) multiplied by the number of shares of our common stock underlying such option.

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Employment Agreements

        James C. New entered into an amended and restated employment agreement with us on December 8, 2002, which amendment and restatement became effective upon the consummation of the Transactions. The amended and restated employment agreement of Mr. New provides, among other things, for

(1)

an initial term of three years from the effective date of the Transactions, with an automatic renewal for additional one-year terms, up to a maximum of two one-year renewals, unless either us or Mr. New elects not to renew the term,



(2)

a base salary of $500,000, subject to annual review,



(3)

annual performance-based bonus compensation equal to a maximum of 100% of his base salary and



(4)

the grant to Mr. New of options to purchase, subject to certain vesting requirements and other conditions, such number of shares of common stock of our parent as shall equal five percent (5%), subject to certain adjustments, of our parent's common stock issued and outstanding on a fully-diluted basis as of the effective date of the Transactions at a purchase price of $6 per share under our parent's new stock option plan.

One-half of the options granted to Mr. New will vest over time based on Mr. New'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 Transactions, if Mr. 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, Mr. New's amended and restated employment agreement eliminated an additional bonus that he would have received if still employed one year after the Transactions equal to one times his current salary and bonus.

        Mr. New's employment agreement provides that if he is terminated for cause, or if he terminates his employment without certain enumerated good reasons, we shall pay to him any accrued and unpaid base salary through the date of termination, any bonus declared and earned with respect to the 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 our then applicable employee benefit plans and programs. In addition, if we terminate Mr. New'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 Transactions, we will 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 we terminate Mr. New's employment without cause during one of the two one-year renewal terms provided for under his amended and restated employment agreement, we will 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)

a change of control during his employment term or



(2)

in the event that we terminate Mr. New without cause or Mr. New 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) was at the request of a third party who has taken steps reasonably calculated to effect such change of control or (b) otherwise arose in connection with or anticipation of such change of control,

then we shall pay to Mr. 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, all Mr. New's outstanding unvested

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time-based options will immediately vest and become exercisable and Mr. New will be eligible to have his unvested performance-based options vest to the extent certain targets are met.

        Mr. New's amended and restated employment agreement provides that we will pay him 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. New is entitled to receive payments or benefits, referred to as the total payments, would be subject to "golden parachute" excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended. The additional amount to be paid to Mr. New would be such that after payment by Mr. New of all taxes and excise tax imposed upon the amount of such total payments, Mr. New would retain the total payments as if such excise tax did not apply.

        Gregory A. Marsh entered into amendments to his existing employment contract as of December 8, 2002 and as of March 26, 2003, each of which became effective upon the consummation of the Transactions. Mr. Marsh's employment agreement, as amended, provides, among other things, for

(1)

a base salary of $240,000, subject to annual review,



(2)

annual performance-based bonus compensation target of 35% of his base salary,



(3)

an increase of the termination without cause benefits to eighteen months of base salary, bonus and health benefits,



(4)

an increase of the non-competition provision to eighteen months and



(5)

the grant to Mr. Marsh of options to purchase, subject to certain vesting requirements and other conditions, such number of shares of common stock of our parent as shall equal one percent (1%), subject to certain adjustments, of our parent's common stock issued and outstanding on a fully-diluted basis as of the effective date of the Transactions at a purchase price of $6 per share under our parent's new stock option plan.

One-half of the options granted to Mr. Marsh will vest over time based on Mr. Marsh'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 Transactions, if Mr. 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. Marsh's employment agreement eliminated an additional bonus that he would have received if still employed one year after the Transactions equal to one times his current salary.

Mr. Marsh's amended employment agreement provides that in the event of a change in control during his employment with us, we 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 consummation of the Transactions, Mr. Marsh's employment is either terminated without cause, we require Mr. Marsh to be based at any office or location more than 25 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 the those held preceding the change in control and he elects to terminate his employment as a result, then we shall pay to him any 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 his employment agreement. In addition, if we terminate Mr. Marsh without cause or he terminates his employment for any of the reasons described in the preceding sentence prior to the date of a change of control and it is reasonably demonstrated that such termination or reason

(1)

was at the request of a third party who has taken steps reasonably calculated to effect such change of control or

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(2)

otherwise arose in connection with or anticipation of such change of control, then Mr. Marsh will receive



(a)

a lump sum bonus equal to one and one half times his annual base salary,



(b)

all of Mr. Marsh's outstanding unvested time-based options will immediately vest and become exercisable and



(c)

Mr. Marsh will be eligible to have his unvested performance-based options vest to the extent certain targets are met.

        James E. Billington entered into amendments to his existing employment contract as of December 8, 2002 and as of March 26, 2003, each of which became effective upon the consummation of the Transactions. Mr. Billington's employment agreement, as amended, provides, among other things, for

(1)

a base salary of $240,000, subject to annual review,



(2)

annual performance-based bonus compensation target of 30% of his base salary and



(3)

the grant to Mr. Billington of options to purchase, subject to certain vesting requirements and other conditions, such number of shares of common stock of our parent as shall equal three-quarters of one percent (0.75%), subject to certain adjustments, of our parent's common stock issued and outstanding on a fully-diluted basis as of the effective date of the Transactions at a purchase price of $6 per share under our parent's new stock option plan.

One-half of the options granted to Mr. Billington will vest over time based on Mr. Billington'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 Transactions, if Mr. 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.

        Mr. Billington's amended employment agreement provides that in the event of a change in control during his employment with us, we 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 completion of such change in control, Mr. 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)

we 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 and a lump sum payment equal to one times his annual base salary and



(2)

all of Mr. Billington's unvested time-based options will immediately vest and become exercisable.

        In addition, if we terminate Mr. Billington without cause or he terminates his employment for any of the reasons described in the preceding sentence prior to the date of a change of control and it is reasonably demonstrated that such termination or reason

(1)

was at the request of a third party who has taken steps reasonably calculated to effect such change of control or



(2)

otherwise arose in connection with or anticipation of such change of control,

then Mr. Billington will receive

(a)

a lump sum bonus equal to one times his annual base salary,

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(b)

all of Mr. Billington's outstanding unvested time-based options will immediately vest and become exercisable and



(c)

Mr. Billington will be eligible to have his unvested performance-based options vest to the extent certain targets are met.

        Dennis M. Smith, Jr., M.D. entered into amendments to his existing employment contract as of December 8, 2002 and as of March 26, 2003, each of which became effective upon the consummation of the Transactions. Dr. Smith's employment agreement, as amended, provides, among other things, for

(1)

a base salary of $350,000, subject to annual review and



(2)

the grant to Dr. Smith of options to purchase, subject to certain vesting requirements and other conditions, such number of shares of common stock of our parent as shall equal one-quarter of one percent (0.25%), subject to certain adjustments, of our parent's common stock issued and outstanding on a fully-diluted basis as of the effective date of the Transactions at a purchase price of $6 per share under our parent's new stock option plan.

One-half of the options granted to Dr. Smith will vest over time based on Dr. Smith'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 Transactions, if Dr. 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.

        Dr. Smith's amended employment agreement provides that if, prior to the one-year anniversary of the consummation of the Transactions, he is terminated without cause or we require 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, we 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. In addition, if prior to the date of a change in control Dr. Smith is terminated without cause, the surviving corporation requires him to be based at any office or location more than 25 miles of where he is based 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, and it is reasonably demonstrated that such termination or reason

(1)

was at the request of a third party who has taken steps reasonably calculated to effect such change in control or



(2)

otherwise arose in connection with or in anticipation of such change in control,

then

(a)

all of Dr. Smith's outstanding unvested time-based options will immediately vest and become exercisable and



(b)

he will be eligible to have his unvested performance-based options vest to the extent certain targets are met.

        Additionally, if within one-year following the change in control Dr. Smith is terminated without cause or elects to terminate his employment for the same reasons described in the preceding sentence then all Dr. Smith's outstanding unvested time-based options will immediately vest and become exercisable.

        Stephen V. Fuller entered into amendments to his existing employment contract as of December 8, 2002 and as of March 26, 2003, each of which became effective upon the consummation of the Transactions. Mr. Fuller's employment agreement, as amended, provides, among other things, for

(1)

a base salary of $228,000, subject to annual review,

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(2)

annual performance-based bonus compensation target of 35% of his base salary and



(3)

the grant to Mr. Fuller of options to purchase, subject to certain vesting requirements and other conditions, such number of shares of common stock of our parent as shall equal one-half of one percent (0.50%), subject to certain adjustments, of our parent's common stock issued and outstanding on a fully-diluted basis as of the effective date of the Transactions at a purchase price of $6 per share under our parent's new stock option plan.

One-half of the options granted to Mr. Fuller will vest over time based on Mr. Fuller'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 Transactions, if Mr. 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. Fuller's employment agreement eliminated an additional bonus that he would have received if still employed one year after the Transactions equal to one times his current salary.

        Mr. Fuller's employment agreement, as amended, provides that in the event of a change in control during his employment with us, we 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 consummation of the Transactions, Mr. Fuller's employment is either terminated without cause, we require Mr. Fuller to be based at any office or location more than 25 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 the those held preceding the change in control and he elects to terminate his employment as a result, then

(1)

we shall pay to him any 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 employment agreement and



(2)

all of Mr. Fuller's outstanding unvested time-based options will immediately vest and become exercisable.

        In addition, if we terminate Mr. Fuller without cause or he terminates his employment for any of the reasons described in the preceding sentence prior to the date of a change of control and it is reasonably demonstrated that such termination or reason

(1)

was at the request of a third party who has taken steps reasonably calculated to effect such change of control or



(2)

otherwise arose in connection with or anticipation of such change of control,

then Mr. Fuller will receive

(a)

a lump sum bonus equal to one times his annual base salary,



(b)

all of Mr. Fuller's outstanding unvested time-based options will immediately vest and become exercisable and



(c)

Mr. Fuller will be eligible to have his unvested performance-based options vest to the extent certain targets are met.

New Stock Option Plan

        Our parent has adopted a 2003 Stock Option and Restricted Stock Purchase Plan, which we refer to as the new stock option plan. The new stock option plan became effective contemporaneously with the consummation of the Transactions. The total number of shares of common stock for which options or awards may be granted under the new stock option plan is 7,668,736 shares. Shares of common

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stock relating to expired or terminated options may again be subject to an option or award under the new stock option plan, subject to any limitation required by the United States Internal Revenue Code of 1986, as amended, or the Code. The new stock option plan provides for the grants of incentive stock options, within the meaning of Section 422 of the Code, to selected employees and other persons providing services for us and for grants of non-qualified stock options and awards. The purposes of the new stock option plan is to attract and retain the best available personnel, provide additional incentives to our employees and consultants and promote the success of our business.

        A committee of not less than two persons appointed by the board of directors of our parent will administer the new stock option plan. If no such committee is appointed, the board of directors will serve as the administrator and have all authority and obligations under the new stock option plan. The administrator of the new stock option plan will have the sole discretion to grant options to employees and to determine the terms of awards and options granted under the plan. Incentive and non-qualified stock options, however, will not be transferable otherwise other than by will or the laws of descent and distribution and will not be issued at an exercise price less than the fair market value of the underlying shares.

        The exercise price of any incentive stock option granted to an employee who possess more than 10% of the total combined voting power of all classes of our shares within the meaning of Section 422(b)(6) of the Code must be at least 110% of the fair market value of the underlying share at the time the option is granted and by its terms is not exercisable more than five years from the date it is assigned. Furthermore, the aggregate fair market value of shares of common stock purchased under an incentive stock option for the first time by an employee during any calendar year may not exceed $100,000. The term of any incentive stock option cannot exceed ten years from the date of grant.

        The new stock option plan will terminate ten years following its effective date but the board of directors of our parent may terminate the new stock option plan at any time in its sole discretion. The board of directors of our parent may amend the plan subject to limited restrictions requiring the vote of a majority of the outstanding voting common stock of our parent.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information as of March 27, 2003, with respect to the beneficial ownership of the common stock of our parent by (i) our chief executive officer and each of our four other named executive officers, (ii) each of our directors, (iii) all of our directors and executive officers as a group and (iv) each holder of five percent (5%) or more of our parent's outstanding shares of common stock.

Name of Beneficial Owner(1)	Shares Beneficially Owned		Percent of Outstanding Shares
Welsh, Carson, Anderson & Stowe	56,237,400	(2)	100	%
James C. New	53,266	(3)	*
Brian C. Carr	0		*
Gregory M. Marsh	0	(4)	*
James E. Billington	0	(5)	*
Dennis M. Smith, Jr., M.D.	0	(6)	*
Stephen V. Fuller	0	(7)	*
Paul B. Queally	83,330	(8)	*
D. Scott Mackesy	12,341	(9)	*
Sean M. Traynor	1,667		*
All directors and executive officers as a group	150,604	(10)	*

*

Less than one percent.

(1)

Unless otherwise indicated, the address of each of the beneficial owners identified is 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.

(2)

Represents (A) 46,958,446 shares held by Welsh, Carson, Anderson & Stowe IX, L.P. over which Welsh, Carson, Anderson & Stowe IX, L.P. has sole voting and investment power, (B) 1,432,313 shares held by WCAS Capital Partners III, L.P. over which WCAS Capital Partners III, L.P. has sole voting and investment power, (C) an aggregate 1,404,972 shares held by individuals who are general partners of WCAS IX Associates LLC, the sole general partner of Welsh, Carson, Anderson & Stowe IX, L.P., general partners of WCAS CP III Associates LLC, the sole general partner of WCAS Capital Partners III, L.P. and/or otherwise employed by an affiliate of Welsh, Carson, Anderson & Stowe, and (D) an aggregate 6,441,669 shares held by entities who are limited partners of Welsh, Carson, Anderson & Stowe IX, L.P. or who are affiliates of such limited partners over which Welsh, Carson, Anderson & Stowe IX, L.P. has sole voting power. WCAS IX Associates LLC, the sole general partner of Welsh, Carson, Anderson & Stowe, IX, L.P., and the individuals who serve as general partners of WCAS IX Associates LLC, including Paul B. Queally and D. Scott Mackesy, may be deemed to beneficially own the shares beneficially owned by Welsh, Carson, Anderson & Stowe, IX, L.P. Such persons disclaim beneficial ownership of such shares. WCAS CP III Associates LLC, the sole general partner of WCAS Capital Partners III, L.P., and the individuals who serve as general partners of WCAS CP III Associates LLC, including Paul B. Queally and D. Scott Mackesy, may be deemed to beneficially own the shares beneficially owned by WCAS Capital Partners III, L.P. Such persons disclaim beneficial ownership of such shares. The principal executive offices of Welsh, Carson, Anderson & Stowe are located at 320 Park Avenue, Suite 2500, New York New York 10022.

(3)

Includes 53,266 shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 3,142,041 shares subject to unexercisable stock options.

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(4)

Mr. Marsh has no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 639,061 shares subject to unexercisable stock options.

(5)

Mr. Billington has no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 479,296 shares subject to unexercisable stock options.

(6)

Dr. Smith has no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 159,765 shares subject to unexercisable stock options.

(7)

Mr. Fuller has no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 319,531 shares subject to unexercisable stock options.

(8)

Includes 83,330 shares over which Mr. Queally has sole voting and investment power. Does not include 46,958,446 shares owned by Welsh, Carson, Anderson & Stowe IX, L.P. or 1,432,313 shares owned by WCAS Capital Partners III, L.P. Mr. Queally, as a general partner of each of the respective sole general partners of Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P. Mr. Queally disclaims beneficial ownership of such shares.

(9)

Includes 12,341 shares over which Mr. Mackesy has sole voting and investment power. Does not include 46,958,446 shares owned by Welsh, Carson, Anderson & Stowe IX, L.P. or 1,432,313 shares owned by WCAS Capital Partners III, L.P. Mr. Mackesy, as a general partner of each of the respective sole general partners of Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P. Mr. Mackesy disclaims beneficial ownership of such shares.

(10)

Includes 53,266 shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 46,958,446 shares owned by Welsh, Carson, Anderson & Stowe IX, L.P. or 1,432,313 shares owned by WCAS Capital Partners III, L.P. Mr. Queally and Mr. Mackesy, each, as a general partners of each of the respective sole general partners of Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by Welsh, Carson, Anderson & Stowe IX, L.P. and WCAS Capital Partners III, L.P. Mr. Queally and Mr. Mackesy each disclaims beneficial ownership of such shares.

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THE TRANSACTIONS

        On December 8, 2002, AmeriPath Holdings, Inc., which was then known as Amy Holding Company, and its wholly owned subsidiary, Amy Acquisition Corp., entered into a merger agreement providing for the merger of Amy Acquisition Corp. with and into AmeriPath, with AmeriPath continuing as the surviving corporation. The merger was consummated on March 27, 2003. As a result of the merger, AmeriPath became a wholly owned subsidiary of AmeriPath Holdings, Inc.

        Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors own 100% of the outstanding common stock of our parent and 88% of the common stock of our parent on a fully-diluted basis assuming the issuance and exercise of all stock options reserved for issuance under our parent's new stock option plan. Our executive officers hold options to acquire 7.5% of our parent's common stock with another 4.5% of our parent's common stock being allocated to our non-executive employees or reserved for future issuance under the new stock option plan. See "Use of Proceeds," "Capitalization" and "Management—New Stock Option Plan."

        The funds necessary to consummate the Transactions were approximately $798.3 million, including approximately $629.3 million to pay the stockholders and option holders of AmeriPath, Inc., other than Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates, all amounts due under the merger agreement, approximately $127.5 million to refinance existing indebtedness and approximately $41.5 million to pay related fees and expenses. Prior to the merger, the 1,534,480 shares of AmeriPath, Inc. common stock then owned by Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates were contributed to our parent in exchange for shares of our parent's common stock. Upon consummation of the merger, these shares were cancelled without payment of any merger consideration. The Transactions were financed by:

•

a cash common equity investment by Welsh, Carson, Anderson & Stowe IX, L.P. and its related equity investors of $296.2 million in our parent, which funds were contributed by our parent to us in exchange for shares of our common stock,



•

the borrowing by AmeriPath, Inc. of $225.0 million in term loans under our new credit facility,



•

the issuance of $275.0 aggregate principal amount of the old notes and



•

existing AmeriPath cash.

        In addition, concurrently with the consummation of the other Transactions on March 27, 2003, our parent issued to WCAS Capital Partners III, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe IX, L.P., $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock, for an aggregate purchase price of $67.0 million. The proceeds from this transaction were deposited into a cash collateral account, which cash, subject to some exceptions, will be contributed to us from time to time to fund future payments under our contingent notes relating to our prior acquisitions. The lenders under our new credit facility have a first-priority security interest in all funds held in such cash collateral account. See "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes" and "Contingent Notes and Cash Collateral Account."

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Investor Agreements and Arrangements

        In connection with their investment in our parent, Welsh, Carson, Anderson & Stowe IX, L.P., WCAS Capital Partners III, L.P. and their related investors, collectively referred to as the Welsh Carson investors, entered into a stock subscription agreement, a securities purchase agreement, a stockholders agreement and two registration rights agreements with our parent. Pursuant to the stock subscription agreement, the Welsh Carson investors purchased 54,805,087 shares of our parent's common stock for an aggregate purchase price equal to $296.2 million in cash plus the 1,534,480 shares of AmeriPath, Inc. common stock currently owned by them. Pursuant to the securities purchase agreement, WCAS Capital Partners III, L.P. purchased $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock, for an aggregate purchase price of $67.0 million. See "Description of Certain Other Indebtedness—Description of Parent's Senior Subordinated Notes." Pursuant to the stockholders agreement, the Welsh Carson investors entered into agreements among themselves relating to the transfer of equity securities of our parent, and our parent granted the Welsh Carson investors certain preemptive rights. Pursuant to the first registration rights agreement, our parent granted the Welsh Carson investors certain rights to require it to register their shares of common stock under the Securities Act or include, upon request, their shares in any registration of shares affected by our parent. Pursuant to the second registration rights agreement, our parent granted WCAS Capital Partners III, L.P. certain rights to require it to register the senior subordinated notes of our parent under the Securities Act. In addition, upon consummation of the Transactions, a designee of Welsh, Carson, Anderson & Stowe IX, L.P. received a one-time fee of $8.5 million in connection with the Transactions and we reimbursed Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates for their out-of-pocket expenses in connection with the Transactions in the amount of approximately $0.7 million.

Management Agreement

        In connection with the Transactions, our parent entered into a management agreement with WCAS Management Corporation, an affiliate of Welsh, Carson, Anderson & Stowe, IX, L.P. pursuant to which WCAS Management Corporation will provide management and financial advisory services to our parent and its subsidiaries, including us. WCAS Management Corporation will receive a management fee of $1.0 million per year and reimbursement for out-of-pocket expenses incurred in connection with the provision of such services.

Agreements with Management

        In connection with the Transactions, we entered into amendments to the existing employment agreements with each of our executive officers. Among other things, pursuant to these amended employment agreements and related stock option agreements, all but one of our executive officers received options to purchase our parent's common stock pursuant to its new stock option plan. See "Management—Employment Agreements" and "Security Ownership of Certain Beneficial Owners and Management."

        Upon consummation of the Transactions, our executive officers became entitled to, and subsequently did, receive change of control payments pursuant to their employment agreements totaling $3,174,405 in the aggregate.

        In addition, the compensation committee of AmeriPath approved a $175,000 bonus payable to each of Messrs. James C. New and Gregory A. Marsh, two of our executive officers, in connection with their respective efforts related to the sale of AmeriPath. See "Management—Executive Compensation."

95

        Furthermore, upon consummation of the Transactions, each outstanding option to purchase AmeriPath common stock before the merger became immediately exercisable and canceled in exchange for the excess, if any, of $21.25 over the per share exercise price of the option, multiplied by the number of shares of AmeriPath common stock subject to the option. Our executive officers became entitled to receive approximately $3,214,605 in the aggregate in respect of the AmeriPath stock options they held at the time of consummation of the merger.

Other Relationships

        Pursuant to a reference laboratory testing services agreement, effective as of December 31, 2000, with LabOne, Inc., we provide reference pathology laboratory services to LabOne at laboratories we operate in various locations across the United States. In 2002, we received approximately $4.1 million in payments from LabOne pursuant to this services agreement. The services agreement has an initial term ending on December 31, 2003 with an automatic 1-year renewal unless terminated by either party at least 90 days prior to the expiration of the initial term. Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors beneficially own approximately 30% of the outstanding common stock of LabOne. Paul B. Queally, D. Scott Mackesy and Sean M. Traynor, each of whom is one of our directors, are members of the board of directors of LabOne.

        Pursuant to our acquisition of Laboratory Physicians, Jacksonville in 1997, Dr. Dennis M. Smith, Jr., one of our executive officers and a director of AmeriPath, Inc. prior to the merger, received in exchange for his interest in such operation a subordinated contingent note in the maximum principal amount of $1,420,000. We paid $186,569, including interest, to Dr. Smith in 2002 with respect to the contingent note based upon operating earnings achieved in 2001.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

        We summarize below the principal terms of the agreements that govern our new credit facility and the senior subordinated notes issued by our parent. This summary is not a complete description of all the terms of such agreements.

Description of the New Credit Facility

General

        In connection with the consummation of the Transactions, we entered into a new credit facility with a syndicate of financial institutions and institutional lenders. Set forth below is a summary of the terms of our new credit facility. Our new credit facility provides for senior secured financing of up to $290.0 million, consisting of

•

a $225.0 million term loan facility with a maturity of seven years that was drawn in full in connection with the consummation of the Transactions and



•

a $65.0 million revolving loan facility, including both a letter of credit sub-facility of $20.0 million and a swingline loan sub-facility of $10.0 million, that will terminate in six years.

All borrowings under our new credit facility are subject to the satisfaction of customary conditions, including absence of a default and accuracy of representations and warranties.

        Proceeds of term loans, together with the other sources of funds described under "The Transactions," were used to finance the Transactions. Proceeds of revolving loans will be used to provide financing for general corporate purposes.

Interest and Fees

        The interest rates per annum applicable to loans, other than swingline loans, under our new credit facility are, at our option, equal to either an alternate base rate or an adjusted LIBO rate for a one, two, three or six month interest period chosen by us, or a nine or 12 month period if agreed by all participating lenders, in each case, plus an applicable margin percentage.

        The alternate base rate is the greater of (1) the prime rate or (2) one-half of 1% over the weighted average of rates on overnight Federal funds as published by the Federal Reserve Bank of New York. The adjusted LIBO rate is determined by reference to settlement rates established for deposits in dollars in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by the Board of Governors of the United States Federal Reserve to which our lenders are subject. The applicable margin percentage is currently a percentage per annum equal to (1) 3.50% for alternate base rate term loans, (2) 4.50% for adjusted LIBO rate term loans, (3) 2.50% for alternate base rate revolving loans and (4) 3.50% for adjusted LIBO rate revolving loans. Beginning approximately six months after the closing, the applicable margin percentage under the revolving loan facility will be subject to adjustments based upon the ratio of our total indebtedness to our consolidated EBITDA being within certain defined ranges.

        Swingline loans bear interest at the interest rate applicable to alternate base rate revolving loans.

        On the last day of each calendar quarter we are required to pay each lender a 0.50% commitment fee in respect of any unused commitments under the revolving loan facility.

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Prepayments

        Subject to exceptions, our new credit facility requires mandatory prepayments of terms loans in amounts equal to:

•

100% of the net cash proceeds from asset sales which are not reinvested by us within specific periods,



•

50% of the net cash proceeds from the issuance of equity securities by us or our parent,



•

100% of the net cash proceeds from the issuance of debt securities by us or our parent, and



•

65% of our annual excess cash flow, which percentage may be reduced to 50% if the ratio of our total indebtedness to our consolidated EBITDA is less than or equal to 3.00 to 1.00.

        Voluntary prepayments of loans under our new credit facility and voluntary reductions of revolving loan commitments are permitted, in whole or in part, in minimum amounts as set forth in the credit agreement.

Amortization of Principal

        Our new credit facility requires scheduled quarterly payments on the term loans in amounts equal to $562,500 on each of June 30, September 30, December 31 and March 31, beginning on June 30, 2003. Beginning on June 30, 2009, the remaining principal amount of the term loans will be payable in four equal installments of $52,875,000 payable on the last day of each quarter and at maturity on March 27, 2010.

Collateral and Guarantors

        Indebtedness under our new credit facility is guaranteed by all of our current restricted subsidiaries, certain of our future restricted subsidiaries and by our parent and is secured by a first priority security interest in substantially all of our existing and future property and assets, including accounts receivable, inventory, equipment, general intangibles, intellectual property, investment property, other personal property, owned and material leased real property, cash and cash proceeds of the foregoing and a first priority pledge of our capital stock and the capital stock of the guarantor subsidiaries. Additionally, indebtedness under our new credit facility is secured by the restricted cash held in the cash collateral account established in connection with the consummation of the Transactions. See "Contingent Notes and the Cash Collateral Account."

Restrictive Covenants and Other Matters

        Our new credit facility requires that we comply on a quarterly basis with certain financial covenants, including an interest coverage ratio test, a fixed charge coverage ratio test and a maximum leverage ratio test, which financial covenants become more restrictive over time. In addition, our new credit facility includes negative covenants restricting or limiting our ability and the ability of our subsidiaries, to, among other things:

•

incur, assume or permit to exist additional indebtedness or guarantees,



•

incur liens and engage in sale leaseback transactions,



•

make capital expenditures,



•

make loans and investments,



•

declare dividends, make payments or redeem or repurchase capital stock,



•

engage in mergers, acquisitions and other business combinations,

98

•

prepay, redeem or purchase certain indebtedness including the notes,



•

amend or otherwise alter terms of our indebtedness including the notes,



•

sell assets,



•

transact with affiliates and



•

alter the business that we conduct.

        Such negative covenants are subject to exceptions, including, with respect to restrictions on dividends from us to our parent, certain allowable dividends to pay cash interest on our parent's holding company notes beginning in the fiscal year ended December 31, 2004. See "—Description of Our Parent's Senior Subordinated Notes." The amount of such allowable dividends in any fiscal year to our parent for cash interest payments on the holding company notes is determined as follows:

•

if the ratio of our total indebtedness to our consolidated EBITDA at the end of the preceding fiscal year is more than 3.00 to 1.00, the least of (x) $6.7 million, (y) the portion of our excess cash flow from the preceding fiscal year that is not required to be used by us to prepay term loans under our new credit facility or (z) the amount of additional fixed charges that we could have incurred during the preceding fiscal year while remaining in compliance with the fixed charge coverage ratio test; or



•

if the ratio of our total indebtedness to our consolidated EBITDA at the end of the preceding fiscal year is less than or equal to 3.00 to 1.00, the least of (x) $10.0 million, (y) the portion of our excess cash flow from the preceding fiscal year that is not required to be used by us to prepay term loans under our new credit facility or (z) the amount of additional fixed charges that we could have incurred during the preceding fiscal year while remaining in compliance with the fixed charge coverage ratio test.

        Our new credit facility contains certain customary representations and warranties, affirmative covenants and events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or security document supporting our new credit facility to be in full force and effect and change of control. If such an event of default occurs, the lenders under our new credit facility are entitled to take various actions, including the acceleration of amounts due under our new credit facility and all actions permitted to be taken by a secured creditor.

Description of Our Parent's Senior Subordinated Notes

        Concurrently with the consummation of the offering of the old notes, our parent issued to WCAS Capital Partners III, L.P., an investment fund affiliated with Welsh, Carson, Anderson & Stowe IX, L.P., $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock, for an aggregate purchase price of $67.0 million. The proceeds from this transaction were deposited into a cash collateral account as described under "Contingent Notes and the Cash Collateral Account." Our parent's senior subordinated notes mature on the eleventh anniversary of their issuance.

        Our new credit facility and the indenture governing the notes contain certain restrictions on our ability to pay dividends to our parent for the purpose of paying interest on its senior subordinated notes in cash. See "—Description of the New Credit Facility" and "Description of the Exchange Notes—Certain Covenants—Limitation on Restricted Payments." Interest on our parent's senior subordinated notes accrues at a rate of 10% per annum, except that if any interest payment cannot be paid in cash, such unpaid amount is multiplied by 1.2 and added to the outstanding principal amount thereof, with the result that such unpaid interest accrues at an effective rate of 12% instead of 10%.

99

Interest on our parent's senior subordinated notes is payable annually in arrears after the delivery of our audited financial statements for the preceding year.

        Our parent's senior subordinated notes may be prepaid, in whole or in part, without premium or penalty. In addition, our parent's senior subordinated notes are subject to mandatory prepayment in the event of any change of control, initial public offering or sale of all or substantially all the assets of our parent. Our new credit facility and the indenture governing the notes contain certain restrictions on our ability to pay dividends to our parent for the purpose of prepaying our parent's senior subordinated notes. Upon the payment in full of all principal and interest on our existing contingent notes, however, any funds remaining on deposit in the cash collateral account will be released and may be used to prepay our parent's senior subordinated notes if the ratio of our total indebtedness to our consolidated EBITDA is below a certain level. See "Contingent Notes and The Cash Collateral Account—Cash Collateral Account." Our parent's senior subordinated notes are subordinate in right of payment to our parent's guaranty of our new credit facility on the terms set forth therein.

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DESCRIPTION OF THE EXCHANGE NOTES

        Amy Acquisition Corp. issued the old notes to Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Wachovia Securities, Inc., who we collectively refer to as the initial purchasers, on March 27, 2003. The initial purchasers subsequently resold the old notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Amy Acquisition Corp. issued the old notes and incurred the obligation to issue the exchange notes under an Indenture (the "Indenture") among itself, Holdings, the subsidiary guarantors referred to therein, and U.S. Bank National Association, as Trustee. Upon consummation of the Transactions, AmeriPath assumed Amy Acquisition Corp.'s obligations under the old notes and the Indenture. As a result, AmeriPath will issue the exchange notes under the Indenture.

        The terms of the exchange notes are identical in all material respects to the old notes except that, upon completion of the exchange offer, the exchange notes will be registered under the Securities Act and free of any covenants regarding exchange registration rights. We refer to the exchange notes, together with the old notes, as the "Notes." The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

        The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of these Notes. You may request copies of the Indenture at our address set forth under the heading "Prospectus Summary—Additional Information". Certain terms used in this description are defined under the subheading "—Certain Definitions." In this description, the word "Company" refers only to Amy Acquisition Corp. before the merger described above and otherwise to AmeriPath, but not to any of their respective subsidiaries.

Brief Description of the Notes

        The Notes

•

are unsecured senior subordinated obligations of the Company;



•

are subordinated in right of payment to all existing and future Senior Indebtedness of the Company;



•

are senior in right of payment to any future Subordinated Obligations of the Company;



•

are guaranteed by each Subsidiary Guarantor; and



•

in the case of the old notes, are subject to registration with the SEC pursuant to the Registration Rights Agreement.

Principal, Maturity and Interest

        The Company issued the Notes initially with a maximum aggregate principal amount of $275.0 million. The Company issued the Notes in denominations of $1,000 and any integral multiple of $1,000. The Notes will mature on April 1, 2013. Subject to our compliance with the covenant described under the subheading "—Certain Covenants—Limitation on Indebtedness", we are entitled to, without the consent of the holders, issue more Notes under the Indenture on the same terms and conditions and with the same CUSIP numbers as the Notes being offered hereby (the "Additional Notes"); provided, however, that no Additional Notes may be issued unless such Additional Notes are fungible with the applicable Notes offered hereby for U.S. federal income tax purposes. The Notes and the Additional Notes, if any, will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for all

101

purposes of the Indenture and this "Description of Notes", references to the Notes or these Notes include any Additional Notes actually issued.

        Interest on these Notes will accrue at the rate of 10.50% per annum and will be payable semiannually in arrears on April 1 and October 1, commencing on October 1, 2003. We will make each interest payment to the holders of record of these Notes on the immediately preceding March 15 and September 15. We will pay interest on overdue principal at 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at such higher rate to the extent lawful.

        Interest on these Notes will accrue from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        Additional interest may accrue on the Notes in certain circumstances pursuant to the Registration Rights Agreement.

Optional Redemption

        Except as set forth below, we will not be entitled to redeem the Notes at our option prior to April 1, 2008.

        On and after April 1, 2008, we will be entitled at our option to redeem all or a portion of these Notes (which includes Additional Notes, if any) upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below:

Period	Redemption Price
2008	105.25	%
2009	103.50	%
2010	101.75	%
2011 and thereafter	100.00	%

        Prior to April 1, 2006, we may at our option on one or more occasions redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 110.50%, plus accrued and unpaid interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the net cash proceeds received by the Company from one or more Qualified Equity Offerings (provided that, if the Qualified Equity Offering is an offering by Parent, a portion of the Net Cash Proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company (other than Disqualified Stock) from the Company); provided, however, that

(1)

at least 65% of such aggregate principal amount of Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (other than Notes held, directly or indirectly, by Parent or its Subsidiaries); and



(2)

each such redemption occurs within 90 days after the date of the related Qualified Equity Offering.

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Selection and Notice of Redemption

        If we are redeeming less than all the Notes at any time, the Trustee will select Notes on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate.

        We will redeem Notes of $1,000 or less in whole and not in part. We will cause notices of redemption to be mailed by first-class mail at least 45 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

        If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

        We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under "—Change of Control" and "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock." We may at any time and from time to time purchase Notes in the open market or otherwise.

Guarantees

        Each of the Subsidiary Guarantors has jointly and severally guaranteed, on a senior subordinated basis, our obligations under these Notes. The obligations of each Subsidiary Guarantor under its Subsidiary Guaranty is limited as necessary to prevent that Subsidiary Guaranty from constituting a fraudulent conveyance under applicable law. See "Risk Factors—Fraudulent conveyance laws could void our obligations under the notes."

        Each Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty will be entitled upon payment in full of all guarantied obligations under the Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor's pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP.

        If a Subsidiary Guaranty were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable Subsidiary Guarantor, and, depending on the amount of such indebtedness, a Subsidiary Guarantor's liability on its Subsidiary Guaranty could be reduced to zero. See "Risk Factors—Fraudulent conveyance laws could void our obligations under the notes."

        Pursuant to the Indenture, a Subsidiary Guarantor may consolidate with, merge with or into, or transfer all or substantially all its assets to any other Person to the extent described below under "—Certain Covenants—Merger and Consolidation;" provided, however, that if such other Person is not the Company, such Subsidiary Guarantor's obligations under its Subsidiary Guaranty, must be expressly assumed by such other Person, subject to the following paragraph.

        The Subsidiary Guaranty of a Subsidiary Guarantor will be released:

(1)

upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor;

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(2)

upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor; or



(3)

upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary;

in each case other than to the Parent or a Subsidiary of the Parent and as permitted by the Indenture and, in the case of clauses (1) and (2), if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenants described under "—Certain Covenants—Limitations on Sales of Assets and Subsidiary Stock" in respect of such disposition.

Ranking

Senior Indebtedness versus Notes

        The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Subsidiary Guaranty is subordinate in right of payment to the prior payment in full of all Senior Indebtedness of the Company or the relevant Subsidiary Guarantor, as the case may be, including the Obligations of the Company and such Subsidiary Guarantor under the Credit Agreement.

        As of December 31, 2002, after giving pro forma effect to the Transactions:

(1)

the Company's Senior Indebtedness would have been approximately $230 million, including approximately $2.0 million of outstanding letters of credit, virtually all of which would have been secured Indebtedness; and



(2)

the Senior Indebtedness of the Subsidiary Guarantors would have been approximately $230 million, virtually all of which would have been secured indebtedness. Almost all of the Senior Indebtedness of the Subsidiary Guarantors consists of their respective guarantees of Senior Indebtedness of the Company under the Credit Agreement.

        Although the Indenture contains limitations on the amount of additional Indebtedness that the Company and the Subsidiary Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "—Certain Covenants—Limitation on Indebtedness".

Liabilities of Subsidiaries versus Notes

        A substantial portion of our operations are conducted through our subsidiaries. Some of our subsidiaries are not guaranteeing the Notes. Claims of creditors of such non-guarantor subsidiaries, including trade creditors holding indebtedness or guarantees issued by such non-guarantor subsidiaries, and claims of preferred stockholders of such non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of such non-guarantor subsidiaries over the claims of our creditors, including holders of the Notes, even if such claims do not constitute Senior Indebtedness. Accordingly, the Notes are effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor subsidiaries.

        At December 31, 2002, after giving pro forma effect to the Transactions, the total liabilities of our subsidiaries (other than the Subsidiary Guarantors) would have been less than $10 million, including trade payables. Although the Indenture limits the incurrence of Indebtedness and preferred stock of certain of our subsidiaries, such limitation is subject to a number of significant qualifications. Moreover, the Indenture does not impose any limitation on the incurrence by such subsidiaries of liabilities that are not considered Indebtedness under the Indenture. See "—Certain Covenants—Limitation on Indebtedness."

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Other Senior Subordinated Indebtedness versus Notes

        Only Indebtedness of the Company or a Subsidiary Guarantor that is Senior Indebtedness ranks senior to the Notes and the relevant Subsidiary Guaranty in accordance with the provisions of the Indenture. The Notes and each Subsidiary Guaranty will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Company and the relevant Subsidiary Guarantor, respectively.

        We and the Subsidiary Guarantors have agreed in the Indenture that we and they will not Incur, directly or indirectly, any Indebtedness that is contractually subordinate or junior in right of payment to our Senior Indebtedness or the Senior Indebtedness of such Subsidiary Guarantors, unless such Indebtedness is Senior Subordinated Indebtedness of the Company or the Subsidiary Guarantors, as applicable, or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of the Company or the Subsidiary Guarantors, as applicable. The Indenture does not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Secured Indebtedness as subordinated or junior to any other Secured Indebtedness merely because it has a junior priority with respect to the same collateral.

Payment of Notes

        We are not permitted to pay principal of, premium, if any, or interest on the Notes or make any deposit pursuant to the provisions described under "—Defeasance" and may not purchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if either of the following occurs (a "Payment Default"):

(1)

any Obligation on any Senior Indebtedness of the Company is not paid in full in cash when due; or



(2)

any other default on Senior Indebtedness of the Company occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, we are permitted to pay the Notes if we and the Trustee receive written notice approving such payment from the Representatives of all Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

        During the continuance of any default (other than a Payment Default) with respect to any Designated Senior Indebtedness of the Company pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, we are not permitted to pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Trustee (with a copy to us) of written notice (a "Blockage Notice") of such default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1)

by written notice to the Trustee and us from the Person or Representative who gave such Blockage Notice;



(2)

because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or



(3)

because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

        Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the

105

maturity of such Designated Senior Indebtedness, we are permitted to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Company during such period, except that if any Blockage Notice is delivered to the Trustee by or on behalf of holders of Designated Senior Indebtedness of the Company (other than holders of the Bank Indebtedness), a Representative of holders of Bank Indebtedness may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect.

        Upon any payment or distribution of property or assets of any kind upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Company or its property:

(1)

the holders of Senior Indebtedness of the Company will be entitled to receive payment in full in cash of such Senior Indebtedness before the holders of the Notes are entitled to receive any payment, except that holders of Notes may receive certain Capital Stock and subordinated debt obligations;



(2)

until the Senior Indebtedness of the Company is paid in full in cash, any payment or distribution to which holders of the Notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that holders of Notes may receive certain Capital Stock and subordinated debt obligations; and



(3)

if a distribution is made to holders of the Notes that, due to the subordination provisions, should not have been made to them, such holders of the Notes are required to hold it in trust for the holders of Senior Indebtedness of the Company and pay it over to them as their interests may appear.

        If payment of the Notes is accelerated because of an Event of Default, the Company or the Trustee must promptly notify the holders of Designated Senior Indebtedness of the Company or the Representative of such Designated Senior Indebtedness of the acceleration.

        The obligations of a Subsidiary Guarantor under its Subsidiary Guaranty are senior subordinated obligations. As such, the rights of Noteholders to receive payment by a Subsidiary Guarantor pursuant to a Subsidiary Guaranty is subordinated in right of payment to the rights of holders of Senior Indebtedness of such Subsidiary Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Company's obligations under the Notes apply equally to a Subsidiary Guarantor and the obligations of such Subsidiary Guarantor under its Subsidiary Guaranty.

        By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of the Company or a Subsidiary Guarantor who are holders of Senior Indebtedness of the Company or a Subsidiary Guarantor, as the case may be, may recover more, ratably, than the holders of the Notes, and creditors of ours who are not holders of Senior Indebtedness may recover less, ratably, than holders of our Senior Indebtedness and may recover more, ratably, than the holders of the Notes.

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        The terms of the subordination provisions described above do not apply to payments from money or the proceeds of U.S. Government Obligations held in trust by the Trustee for the payment of principal of and interest on the Notes pursuant to the provisions described under "—Defeasance."

Registered Exchange Offer; Registration Rights

        We have filed a registration statement to comply with our obligations under the registration rights agreement to register the issuance of the exchange notes. See "The Exchange Offer."

Change of Control

        Upon the occurrence of any of the following events (each a "Change of Control"), each Holder shall have the right to require that the Company repurchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

(1)

prior to the earlier to occur of (A) the first public offering of common stock of Parent or (B) the first public offering of common stock of the Company, the Permitted Holders cease to be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a majority in the aggregate of the total voting power of the Voting Stock of Parent or the Company, whether as a result of issuance of securities of Parent or the Company, any merger, consolidation, liquidation or dissolution of Parent or the Company, or any direct or indirect transfer of securities by Parent or otherwise (for purposes of this clause (1) and clause (2) below, the Permitted Holders shall be deemed to beneficially own any Voting Stock of a Person (the "specified person") held by any other Person (the "parent entity") so long as the Permitted Holders beneficially own (as so defined), directly or indirectly, in the aggregate a majority of the voting power of the Voting Stock of the parent entity);



(2)

any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in clause (1) above, except that for purposes of this clause (2) such person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of the Company; provided, however, that the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Company than such other person and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of the Company (for the purposes of this clause (2), such other person shall be deemed to beneficially own any Voting Stock of a specified person held by a parent entity, if such other person is the beneficial owner (as defined in this clause (2)), directly or indirectly, of more than 35% of the voting power of the Voting Stock of such parent entity and the Permitted Holders beneficially own (as defined in clause (1) above), directly or indirectly, in the aggregate a lesser percentage of the voting power of the Voting Stock of such parent entity and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of such parent entity);



(3)

individuals who on the Issue Date constituted the Board of Directors of the Company or the Parent Board (together with any new directors whose election by such Board of Directors of the Company or the Parent Board or whose nomination for election by the shareholders of the Company or Parent, as the case may be, was approved or nominated by (1) a vote of a

107

majority of the directors of the Company or of Parent, as the case may be, then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so approved or (2) Welsh, Carson, Anderson & Stowe IX, L.P.) cease for any reason to constitute a majority of the Board of Directors of the Company or the Parent Board then in office;

(4)

the adoption of a plan relating to the liquidation or dissolution of the Company; or



(5)

the merger or consolidation of Parent or the Company with or into another Person or the merger of another Person with or into Parent or the Company, or the sale of all or substantially all the assets of Parent or the Company (determined on a consolidated basis) to another Person other than (i) a transaction in which the survivor or transferee is a Person that is controlled by the Permitted Holders or (ii) a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of Parent or the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, each transferee becomes an obligor in respect of the Notes and a Subsidiary of the transferor of such assets.

        Within 30 days following any Change of Control, we will mail a notice to each Holder with a copy to the Trustee (the "Change of Control Offer") stating:

(1)

that a Change of Control has occurred and that such Holder has the right to require us to purchase such Holder's Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest on the relevant interest payment date);



(2)

the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);



(3)

the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and



(4)

the instructions, as determined by us, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes purchased.

        We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, we will comply with the applicable securities laws and regulations and shall not be deemed to have breached our obligations under the covenant described hereunder by virtue of our compliance with such securities laws or regulations.

        The Change of Control purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of Parent or the Company and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations among the

108

Parent, the Company and the initial purchasers. Neither the Company nor Parent have the present intention to engage in a transaction involving a Change of Control, although it is possible that we or they could decide to do so in the future. Subject to the limitations discussed below, we or Parent could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to Incur additional Indebtedness are contained in the covenants described under "—Certain Covenants—Limitation on Indebtedness." Such restrictions can only be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

        The Credit Agreement provides that the occurrence of certain change of control events with respect to the Parent or the Company would constitute a default thereunder. In the event that at the time of such Change of Control the terms of any Senior Indebtedness of the Company (including the Credit Agreement) restrict or prohibit the purchase of Notes following such Change of Control, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, we undertake to (1) repay in full all such Senior Indebtedness or (2) obtain the requisite consents under the agreements governing such Senior Indebtedness to permit the repurchase of the Notes. If we do not repay such Senior Indebtedness or obtain such consents, we will remain prohibited from purchasing Notes. In such case, our failure to comply with the foregoing undertaking, after appropriate notice and lapse of time would result in an Event of Default under the Indenture, which would, in turn, constitute a default under the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payment to the Holders of Notes.

        Future indebtedness that we may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require us to repurchase the Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to the holders of Notes following the occurrence of a Change of Control may be limited by our then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

        The definition of "Change of Control" includes a disposition of all or substantially all of the assets of the Company, determined on a consolidated basis, to any Person. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of the assets of the Company. As a result, it may be unclear as to whether a Change of Control has occurred and whether a holder of Notes may require the Company to make an offer to repurchase the Notes as described above.

        The provisions under the Indenture relative to our obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

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Certain Covenants

        The Indenture contains covenants including, among others, the following:

Limitation on Indebtedness

        (a)  The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided, however, that the Company and its Restricted Subsidiaries will be entitled to Incur Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, no Default has occurred and is continuing and the Consolidated Coverage Ratio exceeds (i) 2.00 to 1.00 if such Incurrence occurs on or prior to March 31, 2005, or (ii) 2.25 to 1.00 if such Incurrence occurs after such date.

        (b)  Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness:

(1)

Indebtedness Incurred by the Company and its Restricted Subsidiaries pursuant to any Revolving Credit Facility; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the greater of (A) $65.0 million less the sum of all principal payments with respect to such Indebtedness pursuant to paragraph (a)(3)(A) of the covenant described under "—Limitation on Sales of Assets and Subsidiary Stock" that are accompanied by corresponding permanent commitment reductions and (B) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries;



(2)

Indebtedness Incurred by the Company and its Restricted Subsidiaries pursuant to any Term Loan Facility; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (2) and then outstanding does not exceed $225.0 million less the aggregate sum of all principal payments actually made from time to time after the Issue Date with respect to such Indebtedness (other than principal payments made from any permitted Refinancings thereof);



(3)

Indebtedness owed to and held by the Company or a Wholly Owned Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such obligor with respect to its Subsidiary Guaranty;



(4)

the old Notes and the Exchange Notes (other than any Additional Notes);



(5)

Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2), (3) or (4) of this covenant);



(6)

Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company or another Restricted Subsidiary (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition after giving pro forma effect thereto, the Consolidated Coverage Ratio exceeds 2.00 to 1.00;

110

(7)

Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4), (5) or (6) or this clause (7);



(8)

Hedging Obligations consisting of Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company and its Restricted Subsidiaries pursuant to the Indenture and Hedging Obligations consisting of Currency Agreements directly related to foreign exchange exposure of the Company and its Restricted Subsidiaries;



(9)

obligations in respect of performance, bid and surety bonds and completion guaranties and repayment obligations in connection with self-insurance requirements, or judgment, appeal, surety, performance or other like bonds, provided by the Company or any Restricted Subsidiary in the ordinary course of business;



(10)

Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;



(11)

Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor or the Company of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (1), (2), (3), (4) or (5) or pursuant to clause (7) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (4) or (5);



(12)

Indebtedness (including Capital Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) at the time of, or within 180 days after, such purchase, lease or improvement in an aggregate principal amount which, when added together with the amount of Indebtedness previously incurred pursuant to this clause (12) and then outstanding (including any Refinancing Indebtedness with respect thereto) does not exceed $5.0 million;



(13)

Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Subsidiary, other than Guaranties of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary; provided, however, that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company or the Restricted Subsidiary in connection with such disposition; and



(14)

Indebtedness of the Company or of any of its Restricted Subsidiaries in an aggregate principal amount at any one time outstanding which, when taken together with all other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the date of such Incurrence (other than Indebtedness permitted by clauses (1) through (13) above or paragraph (a)) does not exceed $25.0 million.

        (c)  Notwithstanding the foregoing, neither the Company nor any Subsidiary Guarantor will Incur any Indebtedness pursuant to the foregoing paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Notes or the applicable Subsidiary Guaranty to at least the same extent as such Subordinated Obligations.

111

        (d)  For purposes of determining compliance with this covenant:

(1)

any Bank Indebtedness Incurred on the Issue Date will be deemed to have been Incurred under clauses (1) and (2), as applicable, of paragraph (b) above;



(2)

in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses;



(3)

the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and



(4)

other than Indebtedness classified pursuant to clause (d)(1) above, following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in paragraph (b) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another clause in paragraph (b) above, as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new paragraph or clause at the time of such reclassification.

        (e)  Notwithstanding paragraphs (a) and (b) above, neither the Company nor any Subsidiary Guarantor will Incur (1) any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness of the Company or such Subsidiary Guarantor, as applicable, unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of the Company or such Subsidiary Guarantor, as applicable, or (2) any Secured Indebtedness that is not Senior Indebtedness of such Person unless contemporaneously therewith such Person makes effective provision to secure the Notes or the relevant Subsidiary Guaranty, as applicable, equally and ratably with such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien; provided, however, that the Existing Contingent Notes will not be secured by any assets of Parent, the Company or any Subsidiary of the Company at any time, except for Liens securing the Existing Contingent Notes that arise by operation of law.

        (f)    Notwithstanding paragraphs (a) and (b) above, a Consolidated Managed Subsidiary will not Incur any Indebtedness (other than Indebtedness owed to the Company or any Subsidiary Guarantor) unless such Consolidated Managed Subsidiary is a Subsidiary Guarantor at the time of such Incurrence.

Limitation on Restricted Payments

        (a)  The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1)

a Default shall have occurred and be continuing (or would result therefrom);



(2)

the Company is not entitled to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness"; or



(3)

the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication):



(A)

50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter prior to the date of such Restricted Payment for which internal financial

112

statements are then available, or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit; plus

(B)

100% of the aggregate Net Cash Proceeds and Fair Market Value of property or assets (other than Indebtedness) received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date, in each case other than any such Net Cash Proceeds or cash capital contributions that are attributable to releases of cash from the Contingent Note Reserve to pay for principal, interest and other obligations relating to the Existing Contingent Notes; plus

(C)

the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); provided, however, that the foregoing amount shall not exceed the Net Cash Proceeds received by the Company or any Restricted Subsidiary from the sale of such Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary of the Company or to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees); plus

(D)

an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital (excluding dividends and distributions to the extent included in Consolidated Net Income), in each case received by the Company or any Restricted Subsidiary, and (y) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made (and treated as a Restricted Payment) by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary.

        (b)  The preceding provisions do not prohibit:

(1)

any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided, however, that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

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(2)

any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Indebtedness of such Person which is permitted to be Incurred pursuant to the covenant described under "—Limitation on Indebtedness"; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments;



(3)

dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that at the time of payment of such dividend, no other Default shall have occurred and be continuing (or result therefrom); provided, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;



(4)

so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of Parent or any of its Subsidiaries (or dividends made to Parent to consummate any such repurchase or other acquisition of Capital Stock) from employees, former employees, directors or former directors of Parent or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Parent Board under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided, however, that the aggregate amount of such repurchases and other acquisitions in any calendar year shall not exceed the lesser of (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted Payments permitted (but not made) in prior calendar years pursuant to this clause (b)(4) and (B) $2.5 million; provided further, however, that such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments;



(5)

dividends to Parent to be used by Parent solely to pay its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Parent in the ordinary course of its business; provided, however, that such dividends shall not exceed $250,000 in any calendar year; provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;



(6)

dividends, distributions or advances to Parent to be used by Parent to pay Federal, state and local taxes payable by Parent and directly attributable to (or arising as a result of) the operations of the Company and the Restricted Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Company and its Restricted Subsidiaries would be required to pay in respect of such Federal, state or local taxes were the Company to pay such taxes as a stand-alone taxpayer and (B) such dividends pursuant to this clause (6) are used by Parent for such purposes within 10 days of the receipt of such dividends; provided further, however, that such dividends shall be excluded in the calculation of the amount of Restricted Payments;



(7)

upon the occurrence of a Change of Control and within 60 days after the completion of the offer to repurchase the Notes pursuant to the covenant described under "—Change of Control" above (including the purchase of all Notes tendered), any purchase or redemption of Subordinated Obligations of the Company required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default shall have occurred and be continuing (or would result therefrom), (B) the Company would be able to

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Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness" after giving pro forma effect to such Restricted Payment, (C) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any Issuance of Indebtedness by the Company or any Subsidiary and (D) such purchase or redemption will be included in the calculation of the amount of Restricted Payments;

(8)

payments to former stockholders of AmeriPath, Inc. in connection with the exercise of appraisal rights arising as a result of the Transactions under applicable law; provided, however, that any such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments; and



(9)

Restricted Payments in an amount which, when taken together with all Restricted Payments made pursuant to this clause (9), does not exceed $10.0 million; provided, however, that at the time of each such Restricted Payment, no Default shall have occurred and be continuing (or result therefrom) and such Restricted Payments shall be excluded in the calculation of the amount of Restricted Payments.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

        The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(1)

with respect to clauses (a), (b) and (c),



(A)

any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;



(B)

any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date;



(C)

any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C) or contained in any amendment to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C); provided, however, that the encumbrances and restrictions, taken as a whole, with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are no less favorable to the Noteholders than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements;



(D)

any encumbrance or restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;



(E)

any restriction arising under applicable law, regulation or order;

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(F)

any encumbrance or restriction contained in the terms of any Indebtedness of the Company or any Restricted Subsidiary not Incurred in violation of the Indenture; provided, however, that such encumbrances or restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Indenture, as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive;



(G)

any encumbrance or restriction contained in any agreement or instrument governing Senior Indebtedness (including the Credit Agreement) not Incurred in violation of the Indenture; provided, however, that such encumbrances or restrictions, taken as a whole, are no more restrictive in the aggregate than those contained in the Credit Agreement, as determined in good faith by the Company's Board of Directors, whose determination shall be conclusive; and



(H)

any encumbrance or restriction imposed on any Consolidated Managed Subsidiary by (and for the benefit of) the Company or any Subsidiary Guarantor; and




(2)

with respect to clause (c) only,



(A)

any encumbrance or restriction consisting of customary nonassignment provisions in leases governing leasehold interests or contracts to the extent such provisions restrict the transfer of the lease or the property leased thereunder or the contract;



(B)

any encumbrance or restriction contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements or mortgages; and



(C)

any encumbrance or restriction with respect to assets of a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of such assets.

Limitation on Sales of Assets and Subsidiary Stock

        (a)  The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

(1)

the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non-cash consideration) of the shares and assets subject to such Asset Disposition;



(2)

at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and



(3)

an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be)



(A)

first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash;



(B)

second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire (or enters into a binding agreement to acquire so long as such acquisition is consummated within 90 days of the end of such one year period) Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and

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(C)

third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company or Subsidiary Guarantor) pursuant to and subject to the conditions contained in the Indenture;

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

        Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries are not required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this covenant exceeds $10.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness.

        For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

(1)

the assumption of Indebtedness of the Company (other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and



(2)

securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days, to the extent of cash received in that conversion.

        (b)  In the event of an Asset Disposition that requires the purchase of Notes (and other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor) pursuant to clause (a)(3)(C) above, the Company will purchase Notes tendered pursuant to an offer by the Company for the Notes (and such other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor) at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof. The Company shall not be required to make such an offer to purchase Notes (and other Senior Subordinated Indebtedness of the Company or a Subsidiary Guarantor) pursuant to this covenant if the Net Available Cash available therefor is less than $10.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Upon completion of such an offer to purchase, Net Available Cash will be deemed to be reduced by the aggregate amount of such offer.

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        (c)  The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

        (a)  The Company will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless:

(1)

the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm's-length dealings with a Person who is not an Affiliate;



(2)

if such Affiliate Transaction involves an amount in excess of $5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and



(3)

if such Affiliate Transaction involves an amount in excess of $15.0 million, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate. For purposes of this clause (3) only, any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person will not be deemed to be in excess of $15.0 million if, when entered into, (x) the payments made by the Company and the Restricted Subsidiaries and (y) the value of services performed by the Company and the Restricted Subsidiaries in connection with such contract or series of related contracts do not exceed, and are not then reasonably expected by the Board of Directors of the Company in its good faith judgment to exceed, $15.0 million in any year.

        (b)  The provisions of the preceding paragraph (a) will not prohibit:

(1)

any Investment (other than a Permitted Investment) or other Restricted Payment (or any transaction that would constitute a Restricted Payment but for the exclusions from the definition thereof (other than Permitted Investments)), in each case permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments";



(2)

any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company;



(3)

loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time;



(4)

transactions and agreements between or among the Company and the Restricted Subsidiaries;

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(5)

the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries, and compensation and employee benefit arrangements paid to, and indemnity provided for the benefit of, directors, officers, or employees of the Company and its Restricted Subsidiaries in the ordinary course of business;



(6)

any transaction with a Restricted Subsidiary or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;



(7)

transactions or agreements between the Company and its Restricted Subsidiaries, on the one hand, and any Managed Entity that is not a Consolidated Managed Subsidiary, on the other hand; provided, however, that any such transactions or agreements are no less favorable, in the aggregate, to the Company than arrangements in place as of the Issue Date;



(8)

the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company; and



(9)

any transaction or agreement described in this Prospectus under "Certain Relationships and Related Transactions" and any amendment or renewal thereof on terms no less favorable in the aggregate to the Company and its Subsidiaries.

Limitations on Line of Business and Operations

        The Company will not, and will not permit any Restricted Subsidiary, to engage in any business other than a Related Business.

        The Company will not permit any Consolidated Managed Subsidiary that is not a Subsidiary Guarantor to engage in any activities, hold any assets or conduct any business that is not directly related to the performance of anatomic pathology services in the geographic territory in which such Consolidated Managed Subsidiary operates.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries

        The Company

(1)

will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than (x) the Company or a Wholly Owned Subsidiary and (y) in the case of a Consolidated Managed Subsidiary, another nominee shareholder (provided that such Consolidated Managed Subsidiary does not cease to be a Consolidated Managed Subsidiary as a result of such disposition)), and



(2)

will not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors' or other legally required qualifying shares) to any Person (other than to the Company or a Wholly Owned Subsidiary),

unless, in the case of either clause (1) or (2) above:

(A)

immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries own any Capital Stock of such Restricted Subsidiary; or



(B)

immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would be permitted to be made under the covenant

119

described under "—Limitation on Restricted Payments" if made on the date of such issuance, sale or other disposition.

Merger and Consolidation

        The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1)

the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;



(2)

immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;



(3)

immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under "—Limitation on Indebtedness"; and



(4)

the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture.

provided, however, that clause (3) is not applicable to (A) the Company or a Restricted Subsidiary consolidating with, merging into, conveying, transferring or leasing all or part of its properties and assets to the Company or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company or a Restricted Subsidiary in another jurisdiction.

        For purposes of this covenant, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company (other than to the Company or any Wholly Owned Subsidiary), which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

        The Successor Company (if not the Company) will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Notes.

        The Company will not permit any Subsidiary Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1)

except in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Company or a Subsidiary of the Company), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under "—Limitation on Sales of

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Assets and Subsidiary Stock" in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by a Guaranty Agreement, in a form satisfactory to the Trustee, all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty;

(2)

immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and



(3)

the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such Guaranty Agreement, if any, complies with the Indenture.

provided, however, that this paragraph is not applicable to any Subsidiary Guarantor that consolidates with, merges with or into or conveys, transfers or leases all or substantially all of its assets to the Company or another Subsidiary Guarantor.

        Pursuant to the Indenture, so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve, Parent will covenant not to merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1)

the resulting, surviving or transferee Person (if not Parent) shall be a Person organized and existing under the laws of the jurisdiction under which Parent was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume all the obligations of Parent, if any, under the Indenture;



(2)

immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and



(3)

the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such assumption agreement, if any, complies with the Indenture.

Contingent Note Collateral Account Contribution

        The Company and Parent will comply with the provisions set forth in Section 9.17(a) of the Credit Agreement, as in effect on the Issue Date, requiring Parent to make additional common equity contributions to the Company in connection with obligations of the Company and its Subsidiaries under the Existing Contingent Notes. Except as provided in Section 9.17(b) of the Credit Agreement, as in effect on the Issue Date, Parent shall not make any Restricted Payment with the proceeds from the Contingent Note Reserve or any other cash collateral account relating to the Existing Contingent Notes until all Obligations under each Existing Contingent Note have been satisfied in full.

Future Guarantors

        The Company will cause each future Foreign Restricted Subsidiary that Guarantees any other Indebtedness of the Company and each future Domestic Restricted Subsidiary that Incurs any Indebtedness (other than in the case of any Consolidated Managed Subsidiary, Indebtedness owed to the Company or any Subsidiary Guarantor) to, at the same time, execute and deliver to the Trustee a

121

Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in the Indenture.

SEC Reports

        Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC (to the extent the SEC will accept such filings) and, in any event, will provide the Trustee and Noteholders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, however, (a) if the Company is exempt from the requirements of Section 13(a) or 15(d) of the Exchange Act under Section 12h-5 of the Exchange Act, the Company shall not be required to file such reports and documents with the SEC under Section 13(a) or 15(d) of the Exchange Act (or any successor provisions thereto) or provide such annual reports and such information, documents and other reports to the Trustee and the Noteholders so long as (i) Parent files such annual reports and such information, documents and other reports with the SEC, (ii) Parent, the Company and each Subsidiary Guarantor are in compliance with the requirements set forth in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Company provides the Trustee and Noteholders with such annual reports and such information, documents and other reports and (b) if the Issue Date occurs prior to March 31, 2003, the Company shall not be required to prepare, file with the SEC or provide the Trustee or Noteholders a Form 10-K for the year ended December 31, 2002.

        At any time that any of the Company's Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

        In addition, the Company will furnish to the Holders of the Notes and to prospective investors, upon the requests of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

Defaults

        Each of the following is an Event of Default:

(1)

a default in the payment of interest on the Notes when due, continued for 30 days;



(2)

a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;



(3)

the failure by the Company or Parent to comply with its obligations under "—Certain Covenants—Merger and Consolidation" above;



(4)

the failure by the Company or Parent to comply for 30 days after notice with any of its obligations in the covenants described above under "Change of Control" (other than a failure to purchase Notes) or under "—Certain Covenants" under "—Limitation on Indebtedness", "—Limitation on Restricted Payments", "—Limitation on Restrictions on Distributions from Restricted Subsidiaries", "—Limitation on Sales of Assets and Subsidiary Stock" (other than a failure to purchase Notes), "—Limitation on Affiliate Transactions", "—Limitations on Line of Business and Operations", "—Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries", "—Contingent Note Collateral Account Contribution" or "—SEC Reports";

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(5)

the failure by the Company or any Subsidiary Guarantor to comply for 60 days after notice with its other agreements contained in the Indenture;



(6)

Indebtedness of Parent (so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve), the Company, any Subsidiary Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million (the "cross acceleration provision");



(7)

certain events of bankruptcy, insolvency or reorganization of Parent (so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve), the Company or any Significant Subsidiary (the "bankruptcy provisions");



(8)

any judgment or decree for the payment of money in excess of $10.0 million is entered against Parent (so long as the Existing Contingent Notes have not been satisfied in full and cash remains in the Contingent Note Reserve), the Company, a Subsidiary Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed (the "judgment default provision"); or



(9)

any Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such Subsidiary Guaranty or, in the case of a Subsidiary Guarantor that is not a Significant Subsidiary, other than as a result of a bankruptcy) or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty, as the case may be.

However, a default under clauses (4) and (5) will not constitute an Event of Default until the Trustee or the holders of 25% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified after receipt of such notice.

        If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable, provided that if any Designated Senior Indebtedness is outstanding at such time, neither the Company nor any Subsidiary Guarantor shall make any payment with respect to the Notes until five Business Days after the Representatives of all the issues of Designated Senior Indebtedness receive notice of such acceleration and, thereafter, any such payment shall be made only if the subordination provisions of the Indenture otherwise permit payment at that time. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1)

such holder has previously given the Trustee notice that an Event of Default is continuing;



(2)

holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

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(3)

such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;



(4)

the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and



(5)

holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

        If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Trust Officers determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, we are required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. We are required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action we are taking or propose to take in respect thereof.

Amendments and Waivers

        Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. However, without the consent of each holder of an outstanding Note affected thereby, an amendment or waiver may not, among other things:

(1)

reduce the amount of Notes whose holders must consent to an amendment;



(2)

reduce the rate of or extend the time for payment of interest on any Note;



(3)

reduce the principal of or extend the Stated Maturity of any Note;



(4)

change the provisions applicable to the redemption of any Note as described under "—Optional Redemption" above;



(5)

make any Note payable in money other than that stated in the Note;



(6)

impair the right of any holder of the Notes to receive payment of principal of and interest on such holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder's Notes;



(7)

make any change in the amendment provisions which require each holder's consent or in the waiver provisions;



(8)

make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or



(9)

make any change in, or release other than in accordance with the Indenture or any Subsidiary Guaranty that would adversely affect the Noteholders.

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        Notwithstanding the preceding, without the consent of any holder of the Notes, the Company, Parent, the Subsidiary Guarantors and Trustee may amend the Indenture:

(1)

to cure any ambiguity, omission, defect or inconsistency;



(2)

to provide for the assumption by a successor corporation of the obligations of the Company, Parent or any Subsidiary Guarantor under the Indenture;



(3)

to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);



(4)

to add Guarantees with respect to the Notes, including any Subsidiary Guarantees, or to secure the Notes;



(5)

to add to the covenants of the Company, Parent or a Subsidiary Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Company, Parent or a Subsidiary Guarantor;



(6)

to make any change that does not adversely affect the rights of any holder of the Notes; or



(7)

to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act.

        However, no amendment may be made to the subordination provisions of the Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change.

        The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

        After an amendment under the Indenture becomes effective, we are required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Transfer

        The Notes were issued in registered form and are transferable only upon the surrender of the Notes being transferred for registration of transfer. We may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Defeasance

        At any time, we may terminate all our obligations under the Notes and the Indenture ("legal defeasance"), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

        In addition, at any time we may terminate our obligations under "—Change of Control" and under the covenants described under "—Certain Covenants" (other than the covenant described under "—Merger and Consolidation"), the operation of the cross acceleration provision, the bankruptcy provisions with respect to Parent, Subsidiary Guarantors and Significant Subsidiaries and the judgment default provision described under "—Defaults" above and the limitations contained in clause (3) of the

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first paragraph under "—Certain Covenants—Merger and Consolidation" above ("covenant defeasance").

        We may exercise our legal defeasance option notwithstanding our prior exercise of our covenant defeasance option. If we exercise our legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If we exercise our covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4), (6), (7) (with respect only to Parent, Subsidiary Guarantors and Significant Subsidiaries) or (8) under "—Defaults" above or because of the failure of the Company to comply with clause (3) of the first paragraph under "—Certain Covenants—Merger and Consolidation" above. If we exercise our legal defeasance option or our covenant defeasance option, each Subsidiary Guarantor will be released from all of its obligations with respect to its Subsidiary Guaranty, as the case may be.

        In order to exercise either of our defeasance options, we must irrevocably deposit in trust (the "defeasance trust") with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law).

Concerning the Trustee

        U.S. Bank National Association is the Trustee under the Indenture and the Registrar and Paying Agent with regard to the Notes.

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

        The Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, manager, employee, incorporator, member, partner or stockholder of the Company, Parent or any Subsidiary Guarantor will have any liability for any obligations of the Company, Parent or any Subsidiary Guarantor under the Notes, any Subsidiary Guaranty or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be

126

effective to waive liabilities under the U.S. Federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Governing Law

        The Indenture and the Notes are governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        "Additional Assets" means:

(1)

any property, plant or equipment used in a Related Business;



(2)

the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or



(3)

Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

        "Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of the covenants described under "—Certain Covenants—Limitation on Restricted Payments", "—Limitation on Affiliate Transactions" and "—Limitation on Sales of Assets and Subsidiary Stock" only, "Affiliate" shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

        "AmeriPath Indemnity" means AmeriPath Indemnity Ltd., a Cayman Islands corporation.

        "Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of:

(1)

any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);



(2)

all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or



(3)

any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary

(other than, in the case of clauses (1), (2) and (3) above,

(A)

a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Subsidiary;

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(B)

for purposes of the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" only, (x) a disposition that constitutes a Restricted Payment (or would constitute a Restricted Payment but for the exclusions from the definition thereof) and that is not prohibited by the covenant described under "—Certain Covenants—Limitation on Restricted Payments" or a Permitted Investment and (y) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under "—Certain Covenants—Merger and Consolidation";



(C)

the disposition of cash or Temporary Cash Investments;



(D)

any sale or disposition deemed to occur in connection with creating or granting any Liens;



(E)

sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property of the Company or its Restricted Subsidiaries to the extent such license does not interfere with the business of the Company or any Restricted Subsidiary;



(F)

any exchange of tangible assets with a fair market value of less than $5.0 million for like-kind tangible assets to be used in connection with a Related Business, but only to the extent that such exchange qualifies for nonrecognition of gain or loss under Section 1031 of the Code;



(G)

any sale or disposition of obsolete inventory or worn out assets permitted pursuant to the Indenture;



(H)

any disposition of the Capital Stock of a Consolidated Managed Subsidiary so long as such Consolidated Managed Subsidiary does not cease to be a Consolidated Managed Subsidiary as a result of such disposition; and



(I)

a disposition of assets with a fair market value of less than $1.0 million).

        "Attributable Debt" in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of "Capital Lease Obligation".

        "Average Life" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1)

the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by



(2)

the sum of all such payments.

        "Bank Indebtedness" means all Obligations pursuant to the Credit Agreement.

        "Board of Directors" with respect to a Person means the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board; provided, however, that for purposes of "—Change of Control" this definition shall not include any such committees.

        "Business Day" means each day which is not a Legal Holiday.

        "Capital Lease Obligation" means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of

128

Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.

        "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

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

        "Consolidated Coverage Ratio" as of any date of determination means the ratio of (x) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which internal financial statements of the Company are then available to (y) Consolidated Interest Expense for such four fiscal quarters; provided, however, that:

(1)

if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;



(2)

if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;



(3)

if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased, assumed by a third party (to the extent the Company and its Restricted Subsidiaries are no longer liable for such Indebtedness) or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);



(4)

if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and

129

Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(5)

if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation (but, in the case of any revolving credit facility incurred other than pursuant to clause (b)(1) of the covenant described above under "—Certain Covenants—Limitations on Indebtedness," only to the extent such Indebtedness is incurred solely for working capital purposes or other general corporate purposes in the ordinary course of business and not, in any case, to support directly or indirectly any acquisitions).

        "Consolidated Interest Expense" means, for any period, the total interest expense (excluding any such interest expense with respect to Existing Contingent Notes) of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries, without duplication:

(1)

interest expense attributable to Capital Lease Obligations;



(2)

amortization of debt discount and debt issuance cost;



(3)

capitalized interest;



(4)

non-cash interest expense;



(5)

commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;



(6)

net payments pursuant to Hedging Obligations;



(7)

dividends accrued in respect of all Preferred Stock held by Persons other than the Company or a Wholly Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the Company); provided, however, that such dividends will be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such Preferred Stock (expressed as a decimal) for such period (as estimated by the Chief Financial Officer of the Company in good faith);



(8)

interest incurred in connection with Investments in discontinued operations;

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(9)

interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary; and



(10)

the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust.

        "Consolidated Managed Subsidiary" means any Managed Entity the accounts of which are consolidated with the Company and its Subsidiaries in accordance with GAAP.

        "Consolidated Net Income" means, for any period, the net income of the Company and its consolidated Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(1)

any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:



(A)

subject to the exclusion contained in clause (4) below, the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend, interest payment or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (3) below); and



(B)

the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income;




(2)

any net income (or loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;



(3)

any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:



(A)

subject to the exclusion contained in clause (4) below, the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and



(B)

the Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;




(4)

any gain or loss realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which are not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;



(5)

extraordinary gains or losses; and



(6)

the cumulative effect of a change in accounting principles;

in each case, for such period. Notwithstanding the foregoing, for the purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted

131

Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof. For purposes of clause (3) above, a Consolidated Managed Subsidiary shall not be deemed to be subject to restrictions on the payment of dividends or the making of distributions to the Company with respect to any amount that the Company or any Subsidiary Guarantor has earned, but due to payment timing considerations has not yet received, from such Consolidated Managed Subsidiary pursuant to a management services or similar agreement.

        "Contingent Note Reserve" means the cash collateral account of Parent, and any replacement thereto, which is under the control of the agent for the lenders under the Credit Agreement and which relates to the prefunding of obligations in respect of the Existing Contingent Notes.

        "Credit Agreement" means the Credit Agreement entered into by and among Parent, the Company, certain of its Subsidiaries, the lenders referred to therein, and Credit Suisse First Boston, as Administrative Agent, together with the documents related thereto (including the term loans, revolving loans, swingline loans and letters of credit made or issued thereunder, any guaranties and security documents), as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, maturity terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings, letters of credit and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

        "Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement with respect to currency values.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Senior Indebtedness" means, with respect to a Person,

(1)

the Bank Indebtedness; and



(2)

any other Senior Indebtedness of such Person which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $75.0 million and is specifically designated by such Person in the instrument evidencing or governing such Senior Indebtedness as "Designated Senior Indebtedness" for purposes of the Indenture.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1)

matures or is mandatorily redeemable (other than if redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund obligation or otherwise;



(2)

is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or



(3)

is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the

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occurrence of an "asset sale" or "change of control" occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1)

the "asset sale" or "change of control" provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock" and "—Change of Control"; and



(2)

any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

        "EBITDA" for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1)

all income tax expense of the Company and its consolidated Restricted Subsidiaries;



(2)

Consolidated Interest Expense;



(3)

depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid operating activity item that was paid in cash in a prior period);



(4)

all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period); and



(5)

any non-recurring fees, charges or other expenses made or Incurred in connection with the Transactions that are paid or otherwise accounted for within 90 days of the consummation of the Transactions;

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion, including by reason of minority interests) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company or a Subsidiary Guarantor (or, in the case of Consolidated Managed Subsidiary, paid to the Company or a Subsidiary Guarantor pursuant to a management services or other similar agreement) by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

        "Exchange Notes" means the debt securities of the Company issued pursuant to the Indenture in exchange for, and in an aggregate principal amount equal to, the old Notes, in compliance with the terms of the Registration Rights Agreement.

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"Existing Contingent Notes" means the contingent notes issued by AmeriPath, Inc. or any of its Subsidiaries in connection with acquisitions prior to the Issue Date and any earn-out obligations Incurred prior to the Issue Date which are similar in nature thereto but which are not represented by actual notes.

        "Fair Market Value" means, with respect to any asset or property, the price which could be negotiated in an arm's-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value will be determined in good faith by the Board of Directors of the Company, whose determination will be conclusive and evidenced by a resolution of such Board of Directors; provided, however, that for purposes of clause (a)(3)(B) of the covenant under the caption "—Certain Covenants—Limitation on Restricted Payments", if the Fair Market Value of the property or assets in question is so determined to be in excess of $15.0 million, such determination must be confirmed by an Independent Qualified Party. For purposes of determining Fair Market Value of Capital Stock, the value of the Capital Stock of a Person shall be based upon such Person's property and assets, exclusive of goodwill or any similar intangible asset.

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary which is not a Domestic Restricted Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1)

the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;



(2)

statements and pronouncements of the Financial Accounting Standards Board;



(3)

such other statements by such other entity as approved by a significant segment of the accounting profession; and



(4)

the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or



(2)

entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit in the ordinary course of business. The term "Guarantee" used as a verb has a corresponding meaning.

        "Guaranty Agreement" means a supplemental indenture, in a form reasonably satisfactory to the Trustee, pursuant to which a Subsidiary Guarantor guarantees the Company's obligations with respect to the Notes on the terms provided for in the Indenture.

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        "Hedging Obligations" of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement.

        "Holder" or "Noteholder" means the Person in whose name a Note is registered on the Registrar's books.

        "Incur" means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term "Incurrence" when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with "—Certain Covenants—Limitation on Indebtedness":

(1)

amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;



(2)

the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and



(3)

the obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness

will not be deemed to be the Incurrence of Indebtedness.

        "Indebtedness" means, with respect to any Person on any date of determination (without duplication):

(1)

the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;



(2)

all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/Leaseback Transactions entered into by such Person;



(3)

all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);



(4)

all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers' acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);



(5)

the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or any Preferred Stock of any Subsidiary of such Person, the principal amount of such Capital Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);



(6)

all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible

135

or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7)

all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured; and



(8)

to the extent not otherwise included in this definition, Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term "Indebtedness" will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 45 days thereafter.

        The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that in the case of Indebtedness sold at a discount, the amount of such Indebtedness at any time will be the accreted value thereof at such time.

        "Independent Qualified Party" means an investment banking firm, accounting firm or appraisal firm of national standing; provided, however, that such firm is not an Affiliate of the Company. With respect to any contract or series of related contracts for the rendering of services entered into in the ordinary course of business by the Company or any Restricted Subsidiary with any other Person, "Independent Qualified Party" also shall include any Person who, in the good faith judgment of the Board of Directors of the Company, has sufficient expertise and industry knowledge to qualify as an expert with respect to such contract or contracts; provided, however, that such Person is not an Affiliate of the Company.

        "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates.

        "Investment" in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender) or other extensions of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

        For purposes of the definition of "Unrestricted Subsidiary", the definition of "Restricted Payment" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments":

(1)

"Investment" shall include the portion (proportionate to the Company's equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company's "Investment" in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company's equity

136

interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)

any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

        "Issue Date" means March 27, 2003.

        "Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

        "Lien" means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

        "Managed Entity" means any professional association or corporation that employs or contracts with physicians engaged in a pathology practice and has entered into a long-term management agreement with the Company or any Restricted Subsidiary.

        "Net Available Cash" from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other non-cash form), in each case net of:

(1)

all legal, accounting, investment banking, brokerage title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP, as a consequence of such Asset Disposition;



(2)

all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;



(3)

all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries or Managed Entities as a result of such Asset Disposition; and



(4)

the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, for adjustments in respect of the sale price of the assets that were the subject of such Asset Disposition or as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition.

        "Net Cash Proceeds", with respect to any issuance or sale of Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

        "Obligations" means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, expenses, reimbursements, damages and other amounts payable pursuant to the documentation governing such Indebtedness.

        "Officer" means the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer or the Secretary of the Company.

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        "Officers' Certificate" means a certificate signed by two Officers.

        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

        "Parent" means AmeriPath Holdings, Inc. (formerly known as Amy Holding Company).

        "Parent Board" means the Board of Directors of the Parent or any committee thereof duly authorized to act on behalf of such Board; provided, however, that for purposes of "—Change of Control" this definition shall not include any such committees.

        "Permitted Holders" means (i) Welsh, Carson, Anderson & Stowe IX, L.P. and its Affiliates (including, without limitation, any investment partnership under common control with Welsh, Carson, Anderson & Stowe IX, L.P.), (ii) any officer, director, employee, partner, member or stockholder of the manager or general partner of the foregoing Persons and (iii) any Related Parties with respect to any of the foregoing Persons. Except for a Permitted Holder specifically identified by name, in determining whether Voting Stock is owned by a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its described capacity will be treated as "beneficially owned" by such Permitted Holder.

        "Permitted Investment" means an Investment by the Company or any Restricted Subsidiary in:

(1)

the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;



(2)

another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided, however, that such Person's primary business is a Related Business;



(3)

cash and Temporary Cash Investments;



(4)

receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;



(5)

payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;



(6)

loans or advances to employees made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary;



(7)

stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;



(8)

any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition as permitted pursuant to the covenant described under "—Certain Covenants—Limitation on Sales of Assets and Subsidiary Stock";



(9)

any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

138

(10)

any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits made in the ordinary course of business by the Company or any Restricted Subsidiary;



(11)

any Person to the extent such Investments consist of Hedging Obligations or Guarantees thereof otherwise permitted under the covenant described under "—Certain Covenants—Limitation on Indebtedness";



(12)

any Person to the extent that such Investments consist of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of obsolete or worn out assets permitted to be disposed of pursuant to the Indenture;



(13)

any Investment to the extent acquired in exchange for the issuance of Capital Stock of Parent;



(14)

payments to AmeriPath Indemnity, or any successor or additional captive insurance subsidiary established by the Company or its Subsidiaries, in an amount not to exceed the estimated actuarial self-insurance requirements of the Company and the Restricted Subsidiaries and any reasonable general corporate and overhead expenses of such captive insurance companies, as determined in good faith by the Company's chief financial officer;



(15)

payments subject to reimbursement that are made by the Company or any Restricted Subsidiary in the ordinary course of business on behalf of any Managed Entity that is not a Consolidated Managed Subsidiary in connection with the provision of services to such Managed Entity;



(16)

any Person to the extent such Investment in such Person existed on the Issue Date and any Investment that replaces, refinances or refunds such an Investment, provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded; and



(17)

Persons to the extent such Investments, when taken together with all other Investments made pursuant to this clause (17) outstanding on the date such Investment is made, do not exceed $10.0 million.

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock", as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

        "Principal" of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

        "Qualified Equity Offering" means (i) an underwritten primary public offering of common stock of the Company or Parent pursuant to an effective registration statement under the Securities Act or (ii) any private placement of common stock of the Company or Parent to any Person who is not a Permitted Holder or any Affiliate thereof.

        "Refinance" means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings.

139

        "Refinancing Indebtedness" means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1)

such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;



(2)

such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;



(3)

such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus accrued interest thereon and fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced; and



(4)

if the Indebtedness being Refinanced is subordinated in right of payment to the Notes, such Refinancing Indebtedness is subordinated in right of payment to the Notes at least to the same extent as the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

        "Registration Rights Agreement" means the Registration Rights Agreement dated March 27, 2003, among the Company, the Subsidiary Guarantors and Credit Suisse First Boston Corporation, on behalf of the initial purchasers.

        "Related Business" means any business in which the Company or its Restricted Subsidiaries was engaged on the Issue Date and any business related, ancillary or complementary to any business of the Company or its Restricted Subsidiaries in which the Company or its Restricted Subsidiaries was engaged on the Issue Date.

        "Related Parties" means, with respect to any specified Person at any specified time,

(1)

if a natural person, (A) any spouse, parent or lineal descendant (including by adoption) of such Person or (B) the estate of such Person during any period in which such estate holds Capital Stock of Parent or of the Company for the benefit of any Person referred to in clause (1)(A), and



(2)

if a trust, corporation, partnership, limited liability company or other entity, any other Person that controls such Person at such time. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

        "Representative" means, with respect to a Person, any trustee, agent or representative (if any) for an issue of Senior Indebtedness of such Person or, if the holders of any Senior Indebtedness do not have a trustee, agent or representative, the holders of a majority of outstanding principal amount of such Senior Indebtedness.

        "Restricted Payment" with respect to any Person means:

(1)

the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock

140

(other than dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and dividends or distributions payable solely to the Company or a Restricted Subsidiary, and other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2)

the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than a Restricted Subsidiary), including in connection with any merger or consolidation and including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);



(3)

the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations or Existing Contingent Notes of such Person (other than the purchase, repurchase or other acquisition of Subordinated Obligations or Existing Contingent Notes purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition); or



(4)

the making of any Investment (other than a Permitted Investment) in any Person.

        "Restricted Subsidiary" means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

        "Revolving Credit Facility" means the revolving credit facility contained in the Credit Agreement and any other facility or financing arrangement that Refinances, in whole or in part, any such revolving credit facility.

        "Sale/Leaseback Transaction" means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Secured Indebtedness" means any Indebtedness of the Company secured by a Lien.

        "Securities Act" means the U.S. Securities Act of 1933, as amended.

        "Senior Indebtedness" means with respect to any Person:

(1)

Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and



(2)

all other Obligations of such Person (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of Indebtedness described in clause (1) above

unless, in the case of clauses (1) and (2) above, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such Indebtedness or other Obligations are subordinate or pari passu in right of payment to the Notes or the Subsidiary Guaranty of such Person, as the case may be; provided, however, that Senior Indebtedness shall not include:

(1)

any obligation of such Person to the Company or any Subsidiary;



(2)

any liability for Federal, state, local or other taxes owed or owing by such Person;

141

(3)

any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guaranties thereof or instruments evidencing such liabilities);



(4)

any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person, including the Existing Contingent Notes; or



(5)

that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture; provided, however, that such Indebtedness shall be deemed not to have been Incurred in violation of the Indenture for purposes of this clause (5) if (x) the Holders of such Indebtedness or their Representative or the Company shall have furnished to the Trustee an opinion of nationally recognized independent legal counsel addressed to the Trustee (which legal counsel may, as to matters of fact, rely upon an Officers' Certificate) to the effect that the Incurrence of such Indebtedness does not violate the provisions of the Indenture or (y) such Indebtedness consists of Indebtedness under the Credit Agreement and Holders of such Indebtedness or their Representative (A) had no actual knowledge at the time of the Incurrence that the Incurrence of such Indebtedness violated the Indenture and (B) shall have received an Officers' Certificate to the effect that the Incurrence of such Indebtedness does not violate provisions of the Indenture.

"Senior Subordinated Indebtedness" means, with respect to a Person, the Notes (in the case of the Company), the Subsidiary Guaranty (in the case of a Subsidiary Guarantor) and any other Indebtedness of such Person that specifically provides that such Indebtedness is to rank pari passu with the Notes or such Subsidiary Guaranty, as the case may be, in right of payment and is not subordinated by its terms in right of payment to any Indebtedness or other obligation of such Person which is not Senior Indebtedness of such Person.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

        "Subordinated Obligation" means, with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a written agreement to that effect.

        "Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1)

such Person;



(2)

such Person and one or more Subsidiaries of such Person; or



(3)

one or more Subsidiaries of such Person.

        With respect to the Company, "Subsidiary" also shall include each Consolidated Managed Subsidiary.

        "Subsidiary Guarantor" means each Restricted Subsidiary of the Company that executes the Indenture as a guarantor on the Issue Date and each other Subsidiary of the Company that thereafter

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guarantees the Notes pursuant to the terms of the Indenture, in each case until such Subsidiary is released from its obligations under its Subsidiary Guaranty pursuant to the terms of the Indenture.

        "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of the Company's obligations with respect to the Notes.

        "Temporary Cash Investments" means any of the following:

(1)

any investment in direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof;



(2)

investments in demand and time deposit accounts, certificates of deposit and money market deposits maturing within 270 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any State thereof or any foreign country recognized by the United States of America, and which bank or trust company has, at the time of the making of such investment, capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;



(3)

repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;



(4)

investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's Ratings Group, Inc.; and



(5)

investments in securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and, at the time of the making of such investment, rated at least "A" by Standard & Poor's Ratings Group, Inc. or "A" by Moody's Investors Service, Inc.

        "Term Loan Facility" means the term loan facility contained in the Credit Agreement and any other facility or financing arrangement that Refinances in whole or in part any such term loan facility.

        "Transactions" means the merger consummated on the Issue Date in accordance with the Agreement and Plan of Merger dated as of December 8, 2002, among Parent, Amy Acquisition Corp. and AmeriPath and each of the other transactions contemplated thereby, all as more fully described in this prospectus.

        "Trustee" means U.S. Bank National Association until a successor replaces it and, thereafter, means the successor.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date.

        "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.

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        "Unrestricted Subsidiary" means:

(1)

AmeriPath Indemnity;



(2)

any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and



(3)

any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments."

        The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under "—Certain Covenants—Limitation on Indebtedness" and (B) no Default shall have occurred and be continuing. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option.

        "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

        "Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital Stock of which (other than directors' qualifying shares) is owned by the Company or one or more Wholly Owned Subsidiaries.

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CONTINGENT NOTES AND
THE CASH COLLATERAL ACCOUNT

Contingent Notes

        Historically, we have acquired laboratories and have generally used as consideration a combination of cash, stock, assumed liabilities and contingent notes. Typically, the contingent notes have been structured to provide for payments to sellers upon the achievement of specified levels of operating income by the acquired operations over three to five year periods from the date of acquisition. Some of our other contingent notes have been structured to provide for payments to sellers contingent on the retention of specified hospital contracts by the acquired operation. In either case, the contingent notes are not contingent on the continued employment of the sellers. If a contingent note payment is earned, we are required to pay such amount, together with interest calculated at a rate and over a period specified in the note. As of December 31, 2002, contingent notes in respect of 40 prior acquisitions were outstanding.

        Payments under the contingent notes generally are calculated according to a grid which establishes base, minimum and maximum operating income levels. These operating objectives generally are measured on a cumulative basis from the date of the acquisition. The base operating income level generally is based on performance of the acquired business in the twelve-month period preceding the acquisition.

        Our acquisitions typically are accounted for using the purchase method of accounting. The amount of the payments cannot be determined until final determination of the operating earnings levels or other factors during the terms of the respective agreements. Payments made in connection with the contingent notes are accounted for as additional purchase price, which increases our recorded goodwill and, in accordance with generally accepted accounting principles in the United States, are not reflected in our results of operations.

        We intend to fund future payments on our contingent notes out of the $67.0 million contingent note cash collateral account established from the sale of senior subordinated notes by our parent. If, however, the acquired operations in respect of which existing contingent notes were issued achieve operating income levels that are greater than we currently anticipate, the contingent note payments may exceed the amount deposited in the contingent note cash collateral account. In that case, we believe operating cash flow levels would also increase by an amount that would be sufficient to fund the additional liability. There can be no assurance, however, that sufficient cash will be available to make the contingent note payments and satisfy all our other obligations as they become due. In addition, we may be restricted from making any payments in excess of the amount on deposit in the cash collateral account by the financial covenants contained in our new credit facility. In either case, we might be unable to fund the required contingent note payments, which would result in a default under the contingent notes.

        The following schedule shows:

•

under the heading "Operating Income through 2002," cumulative operating income through December 31, 2002 to the extent used to calculate the principal payments described under the heading "Principal Payments through 2002" for our contingent notes that have not been satisfied in full as of December 31, 2002, which we refer to as our continuing contingent notes,

•

under the heading "Principal Payments through 2002," cumulative principal payments on the continuing contingent notes through December 31, 2002,

•

under the heading "Projected Operating Income," cumulative operating income over the remaining life of the continuing contingent notes necessary to achieve a flat case, which holds future operating income constant at 2002 levels, and a maximum case, which represents the minimum operating income required to maximize potential payments possible under the continuing contingent notes,

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•

under the heading "Projected Principal Payments," cumulative principal payments over the remaining life of the continuing contingent notes, shown for both the flat case and the maximum case, and

•

under the heading "Difference between Projected Operating Income and Projected Principal Payments," the difference between Projected Operating Income and Projected Principal Payments over the remaining life of the continuing contingent notes, shown for both the Flat Case and the Maximum Case.

In each case, with respect to contingent notes that are tied to the retention of hospital contracts, we have not included revenues under these contracts but have included the amounts that would be payable if the contract retention objectives are met.

Continuing Contingent Notes as of December 31, 2002

	Operating Income through 2002		Principal Payments through 2002(1)		Projected Operating Income		Projected Principal Payments		Difference between Projected Operating Income and Projected Principal Payments
Flat Case	$	190.7	$	85.6	$	208.3	$	75.5	$	132.8
Maximum Case	$	190.7	$	85.6	$	389.9	$	148.6	$	241.3

(1)

Principal payments through December 31, 2002 consist of $32.7 million of principal payments in 2002 and $52.9 million of cumulative principal payments prior to 2002.

        The last of the payments from the contingent note cash collateral account will be payable in 2008 when the last of the contingent notes matures.

Cash Collateral Account

        Concurrently with the consummation of the offering of the old notes, our parent issued to WCAS Capital Partners III, L.P. $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of its common stock, for an aggregate purchase price of $67.0 million. See "Description of Certain Other Indebtedness—Description of Holding Company Notes." The proceeds from these transactions were deposited into a cash collateral account with the collateral agent. Such cash is held by the collateral agent subject to a first-priority security interest in favor of the lenders under our new credit facility. See "Description of Certain Other Indebtedness—Description of the New Credit Facility."

        So long as no default under our new credit facility has occurred and is continuing, the amounts held in the cash collateral account may be invested at our parent's direction in short-term cash equivalent investments, and our parent may use any funds on deposit in the cash collateral account to pay principal and interest on our existing contingent notes as they become due. In addition, our parent may use interest income on funds in the cash collateral account to pay current interest on our parent's senior subordinated notes.

        Our new credit facility provides that upon the payment in full of all principal and interest on our existing contingent notes, so long as no default has occurred and is continuing:

•

if the ratio of our total indebtedness to our consolidated EBITDA for our most recent period of four fiscal quarters is less than or equal to 3.00 to 1.00, any funds remaining on deposit in the contingent note cash collateral account will be released to our parent to be used to repay the outstanding principal and accrued interest on our parent's senior subordinated notes; and

•

if the ratio of our total indebtedness to our consolidated EBITDA for our most recent period of four fiscal quarters is greater than 3.00 to 1.00, any funds remaining on deposit in the contingent note cash collateral account will be released to our parent and contributed to us as common equity.

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BOOK-ENTRY; DELIVERY AND FORM

        The exchange notes will be issued in the form of one or more fully registered notes in global form, referred to herein as global notes. Ownership of beneficial interests in a global note will be limited to persons who have accounts with the Depository Trust Company, or DTC, such persons being referred to herein as DTC participants, or persons who hold interests through DTC participants. Ownership of beneficial interests in a global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee, with respect to interests of DTC participants, and the records of DTC participants, with respect to interests of persons other than DTC participants.

        So long as DTC, or its nominee, is the registered owner or holder of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture and the exchange notes. No beneficial owner of an interest in a global note will be able to transfer that interest except in accordance with DTC's applicable procedures, in addition to those provided for under the indenture.

        Payments of the principal of, and interest on, a global note will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of AmeriPath, the trustee under the indenture governing the notes or any other paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global note, will credit the DTC participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global note as shown on the records of DTC or its nominee. We also expect that payments by DTC participants to owners of beneficial interests in such global note held through such DTC participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such DTC participants.

        Transfers between DTC participants will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.

        We expect that DTC will take any action permitted to be taken by a holder of exchange notes, including the presentation of exchange notes for exchange as described below, only at the direction of one or more DTC participants to whose account the DTC interests in a global note is credited and only in respect of such portion of the aggregate principal amount of exchange notes as to which such DTC participant or participants has or have given such direction. However, if there is an event of default under the notes, DTC will exchange the applicable global note for certificated notes, which it will distribute to its participants.

        We understand that: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect access to the DTC system is available to others, referred to herein as indirect participants, such as banks, brokers, dealers and trust companies and certain other organizations that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly.

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        Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a global note among DTC participants, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither AmeriPath nor the trustee under the indenture governing the notes will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

        If DTC is at any time unwilling or unable to continue as a depositary for the global notes and a successor depositary is not appointed by us within 90 days, we will issue certificated notes in exchange for the global notes. Holders of an interest in a global note may receive certificated notes in accordance with the DTC's rules and procedures in addition to those provided for under the indenture governing the notes.

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CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES

        The following discussion is a summary of the material U.S. federal income tax consequences relevant to the exchange of the old notes pursuant to the exchange offer and the ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the U.S. Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury Regulations issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Any such change may be applied retroactively in a manner that could adversely affect a holder of the notes and the continued validity of this summary. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder's particular circumstances or to holders subject to special rules, such as certain financial institutions, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, holders whose functional currency is not the U.S. dollar, tax-exempt organizations and persons holding the notes as part of a "straddle," "hedge," conversion transaction within the meaning of Section 1258 of the Code or other integrated transaction within the meaning of Section 1.1275-6 of the U.S. Treasury Regulations. In addition, this discussion is limited to persons purchasing the notes for cash at original issue and at their "issue price" within the meaning of Section 1273 of the Code, in other words, the first price at which a substantial amount of notes are sold to the public for cash. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed. The discussion deals only with notes held as "capital assets" within the meaning of Section 1221 of the Code.

        As used herein, "United States Holder" means a beneficial owner of the notes who or that is:

•

an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the "substantial presence" test under Section 7701(b) of the Code,



•

a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof or the District of Columbia,



•

an estate, the income of which is subject to U.S. federal income tax regardless of its source, or



•

a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, was treated as a United States person prior to such date and has elected to continue to be treated as a United States person.

        We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of the old notes pursuant to the exchange offer or the ownership or disposition of the notes or that any such position would not be sustained.

        If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisors as to the tax consequences of the partnership owning and disposing of the notes.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

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The Exchange

        The exchange of the old notes for the exchange notes in the exchange offer will not be treated as an "exchange" for U.S. federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the old notes. Accordingly, the exchange of old notes for exchange notes will not be a taxable event to holders for U.S. federal income tax purposes. Moreover, the exchange notes will have the same tax attributes as the old notes and the same tax consequences to holders as the old notes have to holders, including without limitation, the same issue price, adjusted issue price, adjusted tax basis and holding period. All references to "notes" herein apply equally to the exchange notes and the old notes.

United States Holders

Interest

        Payments of stated interest on the notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder's method of tax accounting. In certain circumstances we may be obligated to pay amounts in excess of stated interest or principal on the notes. According to U.S. Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. We believe that the likelihood that we will be obligated to make any such payments is remote. Therefore, we do not intend to treat the potential payment of additional interest pursuant to the registration rights provisions or the potential payment of a premium pursuant to the optional redemption or change of control provisions as part of the yield to maturity of any notes. Our determination that these contingencies are remote is binding on a United States Holder unless such holder discloses its contrary position in the manner required by applicable U.S. Treasury Regulations. Our determination is not, however, binding on the IRS and if the IRS were to challenge this determination, a United States Holder might be required to accrue income on its notes in excess of stated interest and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a note before the resolution of the contingencies. In the event a contingency occurs, it would affect the amount and timing of the income recognized by a United States Holder. If we pay additional interest on the notes pursuant to the registration rights provisions or a premium pursuant to the optional redemption or change of control provisions, United States Holders will be required to recognize such amounts as income.

Market Discount

        If a United States Holder acquires a note at a cost that is less than its principal amount, the amount of such difference is treated as "market discount" for federal income tax purposes, unless such difference is less than .0025 multiplied by its principal amount multiplied by the number of complete years from the date of acquisition until maturity.

        Under the market discount rules of the Code, a United States Holder is required to treat any gain on the disposition of a note as ordinary income to the extent of the accrued market discount that has not been previously included in income. Thus, principal payments and payments received upon the disposition of a note are treated as ordinary income to the extent of accrued market discount that has not been previously included in income. If a United States Holder disposes of a note with market discount in certain otherwise nontaxable transactions, such holder may be required to include accrued market discount as ordinary income as if the holder had sold the note at its then fair market value.

        In general, the amount of market discount that has accrued is determined on a ratable basis. A United States Holder may, however, elect to determine the amount of accrued market discount on the basis of a constant interest rate. This election is made on a note-by-note basis and is irrevocable.

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        With respect to market discount notes, a United States Holder may not be allowed to deduct a portion of the interest expense on any indebtedness incurred to purchase or to carry the notes. A United States Holder may elect to include market discount in income currently as it accrues, in which case the interest deferral rule set forth in the preceding sentence will not apply. This election will apply to all market discount debt instruments that a United States Holder acquires on or after the first day of the first taxable year to which the election applies and all market discount notes in subsequent years and is irrevocable without the consent of the IRS.

Amortizable Bond Premium

        In general, if a United States Holder purchases a note for an amount in excess of the sum of all amounts payable on the note after the acquisition date, other than stated interest payments, such excess will constitute amortizable bond premium. A United States Holder generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under such holder's regular accounting method. The notes are subject to call provisions at our option at various times, as described in this prospectus under "Description of the Exchange Notes—Optional Redemption". A United States Holder will calculate the amount of amortizable bond premium based on the amount payable at the applicable call date, but only if the use of the call date, in lieu of the stated maturity date, maximizes such holder's yield on the notes. If a United States Holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss such holder would otherwise recognize on disposition of the note. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the electing United States Holder on or after the first day of the first taxable year to which the election applies. The election may not be revoked without the consent of the IRS. United States Holders should consult their own tax advisors before making this election.

Sale or Other Taxable Disposition of the Notes

        A United States Holder will recognize gain or loss on the sale, exchange, other than for exchange notes pursuant to the exchange offer, as discussed above, or a tax-free transaction, redemption, retirement or other taxable disposition of a note equal to the difference between the amount realized upon the disposition, less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder's income, and the United States Holder's adjusted tax basis in the note. A United States Holder's adjusted basis in a note generally will be the United States Holder's cost therefor, less any principal payments received by such holder and by the amount of amortizable bond premium, if any, taken into account in respect of the note, and increased by the amount of market discount, if any, previously including in income in respect of the note. This gain or loss generally will be a capital gain or loss, except as described under "Market Discount" above, and will be a long-term capital gain or loss if the United States Holder has held the note for more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss.

Backup Withholding

        A United States Holder may be subject to a backup withholding tax of up to 30% upon the receipt of interest and principal payments on the notes or upon the receipt of proceeds upon the sale or other disposition of such notes. Certain holders, including, among others, corporations and certain tax-exempt organizations, are generally not subject to backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:

•

fails to furnish its taxpayer identification number, or TIN, which, for an individual, is ordinarily his or her social security number,



•

furnishes an incorrect TIN,

151

•

is notified by the IRS that it has failed to properly report payments of interest or dividends, or



•

fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

        United States Holders should consult their personal tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

Non-United States Holders

Definition of Non-United States Holders

        A non-United States Holder is a beneficial owner of the notes who is not a United States Holder.

Interest Payments

        Interest paid to a non-United States Holder will not be subject to U.S. federal withholding tax of 30%, or, if applicable, a lower treaty rate, provided that:

•

such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock,



•

such holder is not a controlled foreign corporation that is related to us through stock ownership,



•

such holder is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and



•

either:



(1)

the non-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a "United States person" within the meaning of the Code and provides its name and address, generally on IRS Form W-8 BEN, or



(2)

a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the notes on behalf of the non- United States Holder certifies to us or our paying agent under penalties of perjury that it has received from the non-United States Holder a statement, under penalties of perjury, that such holder is not a "United States person" and provides us or our paying agent with a copy of such statement or



(3)

the non-United States Holder holds its notes through a "qualified intermediary" and certain conditions are satisfied.

        Even if the above conditions are not met, a non-United States Holder may be entitled to a reduction in, or exemption from, withholding tax on interest under a tax treaty between the United States and the non-United States Holder's country of residence. To claim a reduction or exemption under a tax treaty, a non-United States Holder must generally complete IRS Form W-8 BEN and claim the reduction or exemption on the form. In some cases, a non-United States Holder may instead be permitted to provide documentary evidence of its claim to the intermediary, or a qualified intermediary may have some or all of the necessary evidence in its files.

        The certification requirements described above may require a non-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its U.S. taxpayer identification number.

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        Prospective investors should consult their tax advisors regarding the certification requirements for non-United States persons.

Sale or Other Taxable Disposition of the Notes

        A non-United States Holder will not generally be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of a note. However, a non-United States Holder may be subject to tax on such gain if the gain is effectively connected to a U.S. trade or business or, if an income tax treaty applies, attributable to a U.S. permanent establishment, as described below, or if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case such holder may have to pay a U.S. federal income tax of 30%, or, if applicable, a lower treaty rate, on such gain.

United States Trade or Business

        If interest or gain from a disposition of the notes is effectively connected with a non-United States Holder's conduct of a U.S. trade or business, or if an income tax treaty applies and the non-United States Holder maintains a U.S. "permanent establishment" to which the interest or gain is generally attributable, the non-United States Holder may be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the notes is taxable on a net basis, the 30% withholding tax described above will not apply, assuming an appropriate certification is provided. A foreign corporation that is a holder of a note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty. A non-United States Holder will not be considered to be engaged in a U.S. trade or business solely by reason of holding notes.

Backup Withholding and Information Reporting

        Backup withholding will likely not apply to payments made by us or our paying agents, in their capacities as such, to a non-United States Holder of a note if the holder has provided the required certification that it is not a United States person as described above. However, certain information reporting may still apply with respect to interest payments even if certification is provided. Payments of the proceeds from a disposition by a non-United States Holder of a note made to or through a foreign office of a broker will not be subject to information reporting or backup withholding, except that information reporting, but generally not backup withholding, may apply to those payments if the broker is:

•

a United States person,



•

a controlled foreign corporation for U.S. federal income tax purposes,



•

a foreign person 50% or more of whose gross income is effectively connected with a U.S. trade or business for a specified three-year period, or



•

a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury Regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a U.S. trade or business.

        Payment of the proceeds from a disposition by a non-United States Holder of a note made to or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the holder or beneficial owner has provided the required certification that it is not a United States person as described above.

153

        Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current U.S. Treasury Regulations. In this regard, the current U.S. Treasury Regulations provide that a certification may not be relied on if we or our agent, or other payor, knows or has reasons to know that the certification may be false. Any amounts withheld under the backup withholding rules from a payment to a non-United States Holder will be allowed as a credit against the holder's U.S. federal income tax liability or may be claimed as a refund, provided the required information is furnished timely to the IRS.

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer which requests it in the letter of transmittal, for use in any such resale.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes, including any broker-dealers, against certain types of liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the securities offered hereby is being passed upon for us by Reboul, MacMurray, Hewitt & Maynard, New York, New York.

EXPERTS

        The consolidated financial statements of AmeriPath, Inc. and subsidiaries at December 31, 2002, and for the year then ended, appearing in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

154

        The consolidated financial statements of AmeriPath, Inc. and its subsidiaries as of December 31, 2001 and for the two years then ended, included in this prospectus, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards No. 133 relating to derivative investments), and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        This prospectus forms a part of a registration statement that we filed with the SEC on Form S-4 under the Securities Act in connection with the offering of the exchange notes. This prospectus does not contain all the information contained in the registration statement, including its exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about us and the exchange notes. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

        Under the terms of the indenture that governs the notes, we have agreed that, whether or not required by the rules and regulations of the SEC, so long as any old notes or exchange notes are outstanding, we will furnish to the trustee and the holders of the old notes or exchange notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if we were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes our financial condition and results of operations and those of our consolidated subsidiaries and, with respect to the annual information only, a report thereon by our independent auditors and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if we were required to file such reports. In addition, whether or not required by the rules and regulations of the SEC, we will file a copy of all such information and reports with the SEC for public availability, unless the SEC will not accept such a filing and make such information available to securities analysts and prospective investors upon request. In addition, we have agreed that, for so long as any old notes or exchange notes remain outstanding, we will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        Upon effectiveness of the registration statement of which this prospectus is a part, we will become subject to the periodic reporting and to the informational requirements of the Exchange Act and will file information with the SEC, including annual, quarterly and current reports. You may read and copy any document we file with the SEC at the SEC's public reference room at the following address:

Public Reference Room
450 Fifth Street, N. W.
Room 1024
Washington, D. C. 20549

        Please call the SEC at 1-800-SEC-0330 for further information on the operations of the public reference rooms.

        Our SEC filings are also available at the SEC's web site at http://www.sec.gov and at our own web site at http://www.ameripath.com. You can also obtain a copy of any of our filings, at no cost, by writing to or telephoning us at the following address:

AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, FL 33404
(800) 330-6565

        To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration of the exchange offer.

155

INDEX TO FINANCIAL STATEMENTS

AmeriPath, Inc.
	Audited Consolidated Financial Statements:
		Report of Independent Auditors	F-2
		Independent Auditors' Report	F-3
		Consolidated Balance Sheets at December 31, 2001 and 2002	F-4
		Consolidated Statements of Operations for the fiscal years ended December 31, 2000, 2001 and 2002	F-5
		Consolidated Statements of Redeemable Preferred Stock and Common Stockholders' Equity for the fiscal years ended December 31, 2000, 2001 and 2002	F-6
		Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2000, 2001 and 2002	F-7
		Notes to Consolidated Financial Statements	F-8

F-1

Report of Ernst & Young Independent Auditors

The Board of Directors of
AmeriPath, Inc.

        We have audited the accompanying consolidated balance sheet of AmeriPath, Inc. and subsidiaries (the "Company") as of December 31, 2002, and the related consolidated statements of operations, redeemable preferred stock and common stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with the auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of AmeriPath, Inc. and subsidiaries as of December 31, 2002, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.

        As discussed in Note 2 to the financial statements, in 2002 the Company changed its method of accounting for goodwill.

ERNST & YOUNG LLP

West Palm Beach, Florida
February 13, 2003 (except for
notes 3 and 28 as to which
the date is April 23, 2003)

F-2

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of AmeriPath, Inc.:

        We have audited the consolidated balance sheet of AmeriPath, Inc. and subsidiaries (the "Company") as of December 31, 2001, and the related consolidated statements of operations, of redeemable preferred stock and common stockholders' equity, and of cash flows for each of the two years in the period ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audits. The consolidated financial statements give retroactive effect to the merger of AmeriPath, Inc. and subsidiaries and Pathology Consultants of America, Inc. (d/b/a "Inform DX"), which has been accounted for as a pooling of interests as described in Note 4 to the consolidated financial statements.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, based on our audits, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2001, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2001 in conformity with the accounting principles generally accepted in the United States of America.

        As discussed in Note 2 to the consolidated financial statements, in 2001 the Company changed its method of accounting for derivative instruments to conform to Statement of Financial Accounting Standards No. 133.

DELOITTE & TOUCHE LLP
Certified Public Accountants

Miami, Florida
February 22, 2002

F-3

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Per Share Amounts)

			December 31, 2001		December 31, 2002
Assets
Current Assets:
	Cash and cash equivalents		$	3,208	$	964
	Restricted cash			1,600		8,453
	Accounts receivable, net			81,595		90,886
	Inventories			1,892		1,823
	Prepaid income taxes			—		7,596
	Deferred tax asset, net			13,020		9,149
	Other current assets			2,738		5,237
		Total current assets		104,053		124,108
Property and equipment, net				24,118		26,126
Other Assets:
	Goodwill, net			216,222		277,337
	Identifiable intangibles, net			253,562		275,219
	Other			6,485		5,670
		Total other assets		476,269		558,226
Total Assets			$	604,440	$	708,460
Liabilities and Stockholders' Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	42,854	$	54,399
	Current portion of long-term debt			469		433
	Other current liabilities			3,910		5,491
		Total current liabilities		47,233		60,323
Long-Term Liabilities:
	Revolving loan			90,000		113,190
	Long-term debt			2,853		2,630
	Other liabilities			2,690		1,547
	Deferred tax liability			62,474		79,444
		Total long-term liabilities		158,017		196,811
Commitments and Contingencies (Notes 2, 3, 14 and 19)
Stockholders' Equity
	Common stock, $.01 par value, 60,000 shares authorized, 30,194 and 30,673 shares issued and outstanding at December 31, 2001 and 2002, respectively			302		307
	Additional paid-in capital			314,168		321,658
	Retained earnings			84,720		129,361
		Total stockholders' equity		399,190		451,326
Total Liabilities and Stockholders' Equity			$	604,440	$	708,460

See accompanying notes to consolidated financial statements.

F-4

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

			Years Ended December 31,
			2000			2001			2002
Net Revenue:
	Net patient service revenue		$	308,365		$	387,384		$	453,650
	Net management service revenue			21,729			31,348			25,168
		Total net revenues		330,094			418,732			478,818
Operating Costs and Expenses:
Cost of Services:
	Net patient service revenue			146,426			178,760			223,695
	Net management service revenue			16,964			21,342			14,878
		Total cost of services		163,390			200,102			238,573
Selling, general and administrative expense				58,411			71,856			84,868
Provision for doubtful accounts				34,040			48,287			58,170
Amortization expense				16,172			18,659			11,389
Merger-related charges				6,209			7,103			2,836
Asset impairment and related charges				9,562			3,809			2,753
		Total operating costs and expenses		287,784			349,816			398,589
Income from operations				42,310			68,916			80,229
Other Income (Expense):
	Interest expense			(15,376	)		(16,350	)		(4,016	)
	Termination of interest rate swap agreement			—			(10,386	)		—
	Write-down of investment			—			—			(1,000	)
	Other, net			226			145			548
		Total other expense		(15,150	)		(26,591	)		(4,468	)
Income before income taxes and extraordinary loss				27,160			42,325			75,761
Provision for income taxes				14,068			18,008			31,120
Income before extraordinary loss				13,092			24,317			44,641
Extraordinary loss, net of tax benefit				—			(965	)		—
Net income				13,092			23,352			44,641
Induced conversion and accretion of preferred stock				(1,604	)		—			—
Net income available to common stockholders			$	11,488		$	23,352		$	44,641
Basic Earnings Per Common Share:
	Basic earnings per common share		$	0.49		$	0.90		$	1.46
	Basic weighted average common shares outstanding			23,473			25,974			30,540
Diluted Earnings Per Common Share:
	Diluted earnings per common share		$	0.47		$	0.86		$	1.44
	Diluted weighted average common shares outstanding			24,237			27,049			31,081

See accompanying notes to consolidated financial statements.

F-5

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED

STOCK AND COMMON STOCKHOLDERS' EQUITY

(In Thousands)

							Common Stockholders' Equity
		Redeemable Preferred Stock
							Common Stock
										Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive (Loss) Income
		Shares		Amount			Shares	Amount									Total
Balance, December 31, 1999		395		$	15,504		22,271	$	223	$	156,111	$	49,880	$	—		$	221,718
	Stock issued in connection with acquisitions	—			—		1,532		15		12,165		—		—			12,180
	Exercise of options and warrants	—			—		288		3		1,584		—		—			1,587
	Tax benefit from stock options	—			—		—		—		858		—		—			858
	Accretion of redeemable preferred stock	—			65		—		—		—		—		—			65
	Redemption of preferred stock	(395	)		(15,569	)	643		6		17,102		—		—			1,539
	Lapse of warrant put option	—			—		—		—		230		—		—			230
	Net income available to common stockholders	—			—		—		—		—		11,488		—			11,488
Balance, December 31, 2000		—			—		24,734		247		188,050		61,368		—			249,665
	Stock issued in connection with acquisitions	—			—		114		1		2,152		—		—			2,153
	Exercise of options and warrants	—			—		582		6		3,421		—		—			3,427
	Tax benefit from stock options	—			—		—		—		3,971		—		—			3,971
	Secondary offering	—			—		4,744		48		115,752		—		—			115,800
	Contingent shares issued	—			—		20		—		822		—		—			822
	Net income available to common stockholders	—			—		—		—		—		23,352		—			23,352
	Transition adjustment, net of tax	—			—		—		—		—		—		(3,000	)		(3,000	)
	Change in fair value of derivative financial instruments, net of tax	—			—		—		—		—		—		(2,946	)		(2,946	)
	Termination of swap agreement, net of tax	—			—		—		—		—		—		5,946			5,946
Balance, December 31, 2001		—			—		30,194		302		314,168		84,720		—			399,190
	Stock issued in connection with acquisitions	—			—		108		1		1,657		—		—			1,658
	Exercise of options and warrants	—			—		351		4		2,289		—		—			2,293
	Tax benefit from stock options	—			—		—		—		2,722		—		—			2,722
	Contingent shares issued	—			—		20		—		822		—		—			822
	Net income available to common stockholders	—			—		—		—		—		44,641		—			44,641
Balance, December 31, 2002		—		$	—		30,673	$	307	$	321,658	$	129,361	$	—		$	451,326

See accompanying notes to consolidated financial statements.

F-6

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

					Years Ended December 31,
					2000			2001			2002
Cash Flows From Operating Activities:
	Net income				$	13,092		$	23,352		$	44,641
	Extraordinary loss, net of tax benefit					—			965			—
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				21,291			25,675			19,244
		Loss (gain) on disposal of assets				22			110			(25	)
		Gain on sale of managed practice				—			—			(254	)
		Deferred income taxes				(9,117	)		(5,999	)		5,323
		Provision for doubtful accounts				34,040			48,287			58,170
		Asset impairment and related charges				9,562			3,809			2,753
		Write-down of investment				—			—			1,000
		Merger-related charges				6,209			7,103			2,836
		Termination of interest swap agreement				—			10,386			—
		Changes in assets and liabilities (net of effects of acquisitions):
			Increase in accounts receivable			(40,008	)		(59,174	)		(65,184	)
			(Increase) decrease in inventories			(411	)		(486	)		69
			(Increase) decrease in other current assets			(265	)		58			(9,321	)
			Increase in other assets			(1,638	)		(801	)		(96	)
			Increase in accounts payable and accrued expenses			2,958			881			10,329
	Merger-related charges paid					(3,782	)		(6,139	)		(376	)
				Net cash provided by operating activities		31,953			48,027			69,109
Cash Flows From Investing Activities:
	Acquisition of property and equipment					(9,235	)		(7,773	)		(8,744	)
	Cash paid for acquisitions and acquisition costs, net of cash acquired					(24,929	)		(5,045	)		(43,970	)
	Merger-related charges paid					(2,414	)		(625	)		(2,399	)
	Cash paid for investment					(1,000	)		—			—
	Proceeds from sale of managed practice					—			—			2,700
	Increase in restricted cash					—			(1,600	)		(6,853	)
	Payments of contingent notes					(26,645	)		(36,101	)		(39,856	)
				Net cash used in investing activities		(64,223	)		(51,144	)		(99,122	)
Cash Flows From Financing Activities:
	Net borrowings (payments) under former credit facility					31,416			(197,216	)		—
	Net borrowings under new credit facility					—			90,000			23,190
	Net payments on long-term debt and capital leases					(818	)		(1,129	)		(215	)
	Debt issuance costs					(82	)		(560	)		(221	)
	Termination of interest swap agreement					—			(10,386	)		—
	Tax benefit from exercise of stock options					858			3,971			2,722
	Proceeds from secondary offering					—			115,800			—
	Proceeds from exercise of stock options and warrants					1,587			3,427			2,293
	Other					14			—			—
				Net cash provided by financing activities		32,975			3,907			27,769
Increase (decrease) in cash and cash equivalents						705			790			(2,244	)
Cash and cash equivalents, beginning of period						1,713			2,418			3,208
Cash and cash equivalents, end of period					$	2,418		$	3,208		$	964
Supplemental Disclosure of Cash Flow Information:
Contingent stock issued					$	—		$	822		$	822
Stock issued in connection with the acquisitions					$	12,180		$	2,153		$	1,658
Cash paid during the period for:
	Interest				$	14,645		$	17,295		$	3,888
	Income taxes				$	23,798		$	21,001		$	31,984

See accompanying notes to consolidated financial statements.

F-7

AMERIPATH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in Thousands Unless Otherwise Indicated, Except Per Share Amounts)

1. Business and Organization

        AmeriPath, Inc., sometimes referred to as the Company, is one of the leading anatomic pathology laboratory companies in the United States. AmeriPath offers a broad range of anatomic pathology laboratory testing and information services used by physicians in the detection, diagnosis, evaluation and treatment of cancer and other diseases and medical conditions. The Company services an extensive referring physician base through its 15 regional laboratories and 32 satellite laboratories, and provides inpatient diagnostic and medical director services at more than 200 hospitals.

        AmeriPath was incorporated in February 1996 and since that time has built its business by completing over 50 acquisitions of anatomic pathology laboratories and operations. On November 30, 2000, the Company merged with Pathology Consultants of America, Inc., also known as Inform DX. The Inform DX merger was accounted for as a pooling of interests. Financial information of the Company for fiscal year 2000 has been restated to reflect the Inform DX merger.

        The Company provides anatomic pathology services to both the outpatient and inpatient markets. In the outpatient market, our laboratory testing and diagnostic services are provided to physician offices, clinics and freestanding surgery centers. As part of these services, the Company owns and operates outpatient anatomic pathology laboratories, for which it bills patients and third party payors, principally on a fee-for-service basis, covering both the professional and technical components of such services. In the inpatient market, our services are provided through our hospital contracts with over 200 hospitals. In addition to providing anatomic pathology services, we generally serve as the medical director of the hospital's clinical laboratory, microbiology laboratory and blood banking operation and facilitate the hospital's compliance with licensing requirements. The Company typically bills and collects the professional component of the charges for medical services rendered by the Company's pathologists, and, in some cases, the Company is also paid an annual fee for providing the medical director for the hospital's clinical laboratory.

        AmeriPath's industry is highly regulated. The manner in which licensed physicians can organize to perform and bill for medical services is governed by state laws and regulations. Business corporations like AmeriPath often are not permitted to employ physicians or to own corporations that employ physicians or to otherwise exercise control over the medical judgments or decisions of physicians.

        In states where AmeriPath is not permitted to directly own a medical operation, it performs only non-medical administrative and support services, does not represent to the public or its clients that it offers medical services and does not exercise influence or control over the practice of medicine. In those states, AmeriPath conducts business through entities that it controls, and it is these affiliated entities that employ the physicians who practice medicine. In such states, AmeriPath generally enters into a contract that restricts the owner of the affiliated entity from transferring his, her or its ownership interests in the affiliated entity and otherwise provides the Company or its designee with a controlling voting or financial interest in the affiliated entity and its laboratory operations. This controlling financial interest generally is obtained pursuant to a long-term management service agreement between AmeriPath and the affiliated entity. Under the management services agreement AmeriPath exclusively manages all aspects of the operation other than the provision of medical services. Generally, the affiliated entity has no operating assets because AmeriPath acquired all of its operating assets at the time it acquired the related laboratory operations. In accordance with Emerging Issues Task Force 97-2, FASB Statement No. 94 and APB Opinion No. 16 "Physician Practice Management Entities and Certain Other Entities with Contractual Management Agreements" ("EITF 97-2"), the financial

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statements of the operations AmeriPath controls, including these affiliated entities, are included in the consolidated financial statements of AmeriPath.

        The Company has also acquired an interest in a few anatomic pathology laboratory operations whose financial statements are not required to be consolidated with its own under ETIF 97-2. In these circumstances, the Company acquired assets of physician groups and entered into service contracts with the physician groups to provide equipment, supplies, support personnel, and management and financial advisory services. The financial statements of these entities are not required to be included in the consolidated financial statements of AmeriPath since it has no controlling interest in these operations. Management services fees received pursuant to service agreements with these operations constituted approximately 5% of the Company's net revenues for 2002.

2. Summary of Significant Accounting Policies

        A summary of significant accounting policies followed by the Company is as follows:

Principles of Consolidation

        The consolidated financial statements of the Company include the accounts of AmeriPath, Inc., its wholly owned subsidiaries and companies in which the Company has a controlling financial interest by means other than the direct record ownership of voting stock, as discussed in Note 1. Intercompany accounts and transactions have been eliminated. The Company does not consolidate the affiliated physician groups it manages as it does not have a controlling financial interest as described in EITF 97-2.

Accounting Estimates

        The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States ("generally accepted accounting principles") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Because of the inherent uncertainties in this process, actual results could differ from those estimates. Such estimates include the recoverability of intangible assets and the collectibility of receivables, establishing self-insured reserves for medical malpractice claims, health insurance and workers compensation costs and incurred but not reported ("IBNR") claims.

Fair Value of Financial Instruments

        The Company's financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable and its existing credit facility. The carrying amounts of the Company's cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.

        At December 31, 2001 and 2002, the entire $90.0 million and $113.2 million, respectively, outstanding under the Company's existing revolving loan bears interest at a variable market rate and, thus, has a carrying amount that approximates fair value.

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Cash and Cash Equivalents

        Cash equivalents consist of highly liquid instruments with maturities at the time of purchase of three months or less.

Restricted Cash

        Restricted cash at December 31, 2002 consists of approximately $8.5 million of premium revenue recorded by the Company's insurance captive to be used for future insurance claims and expenses. The Company's insurance captive was formed in 2002 and is further discussed below. Restricted cash at December 31, 2001, consisted of $1.6 million in cash collateralized letters of credit.

Inventories

        Inventories, consisting primarily of laboratory supplies, are stated at the lower of cost, determined on a first-in-first-out basis, or market.

Property and Equipment

        Property and equipment are stated at cost. Routine maintenance and repairs are charged to expense as incurred, while costs of betterments and renewals are capitalized.

        Depreciation and amortization are calculated on a straight-line basis, over the estimated useful lives of the respective assets, which range from 3 to 7 years. Leasehold improvements are amortized over the shorter of the term of the related lease, including renewal options, or the useful life of the asset.

Intangible Assets

        Identifiable intangible assets include hospital contracts, physician referral lists and laboratory contracts acquired in connection with acquisitions. Such assets are recorded at fair value on the date of acquisition as determined by appraisal from an independent third party and are being amortized over the estimated periods to be benefited, ranging from 10 to 40 years. In determining these lives, the Company considered each practice's operating history, contract renewals, stability of physician referral lists and industry statistics. Goodwill relates to the excess of cash over the fair value of net assets of the businesses acquired.

        The Company adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 142 as of January 1, 2002. SFAS 142 clarifies the criteria to recognize intangible assets separately from goodwill and promulgates that goodwill and certain indefinite-lived intangible assets not be amortized. Instead, these assets will be reviewed for impairment annually with any related losses recognized in earnings when incurred. The Company completed the transitional impairment test of goodwill during the second quarter of 2002. Based on the results of this test, the Company determined that there was no impairment of goodwill as of January 1, 2002. In addition, the Company completed its annual impairment test and determined there was no impairment of goodwill at December 31, 2002.

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        The following unaudited pro forma summary presents the Company's net income and per share information as if it had been accounting for its goodwill under SFAS 142 for all periods presented:

	Year Ended December 31,
	2000		2001		2002
Reported net income	$	11,488	$	23,352	$	44,641
Add back goodwill amortization, net of tax		5,032		6,685		—
Adjusted net income	$	16,520	$	30,037	$	44,641
Reported basic earnings per share	$	0.49	$	0.90	$	1.46
Add back goodwill amortization, net of tax		0.21		0.26		—
Adjusted basic earnings per share	$	0.70	$	1.16	$	1.46
Reported diluted earnings per share	$	0.47	$	0.86	$	1.44
Add back goodwill amortization, net of tax		0.21		0.25		—
Adjusted diluted earnings per share	$	0.68	$	1.11	$	1.44

        The Company has entered into a management service agreement with each of the physician groups of the managed operations for a period up to 40 years. Upon the Company's acquisition of the operation's assets, the physician groups maintain their separate corporate or partnership entities and enter into employment and noncompete agreements with the practicing physicians. Costs of obtaining these management service agreements are amortized using the straight-line method over 25 years.

        Management assesses on an ongoing basis if events or circumstances have occurred which could have a material adverse effect on the fair value of the Company, its goodwill, and certain other intangibles. If such events or changes in circumstances were deemed to have occurred, the Company would perform an impairment test of goodwill and certain other intangibles, consistent with the annual impairment test, and any noted impairment loss would be reflected in operating income or loss in the consolidated statements of operations in the period the impairment is determined. If the undiscounted future cash flows over the remaining amortization period of the respective intangible asset indicates that the value assigned to the intangible asset may not be recoverable, the carrying value of the respective intangible asset will be reduced. The amount of any such impairment would be determined by comparing anticipated discounted future cash flows from acquired businesses with the carrying value of the related assets. In performing this analysis, management considers such factors as current results, trends and future prospects, in addition to other relevant factors.

        During the third quarter of 2002, the Company identified certain triggering events that indicated a potential impairment of certain lab contracts and their corresponding intangible asset values. The Company recorded a pre-tax impairment charge of approximately $2.1 million in the third quarter of 2002, in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").

Deferred Debt Issuance

        Costs Prior to 2002, the Company incurred costs in connection with certain bank financing arrangements. These costs have been capitalized and are being amortized on a straight-line basis, which

F-11

approximates the interest method, over the five-year term of the financing. Deferred debt issuance costs were $1.0 million and $1.0 million, net of accumulated amortization of $0.0 and $0.3 million as of December 31, 2001 and 2002, respectively, are included in other assets in the consolidated balance sheets.

Self Insured Claims Liability

        In June 2002, the Company attempted to renew its medical malpractice insurance program for the policy year beginning July 1, 2002. In connection with these renewal attempts, the Company was unable to obtain traditional lines of coverage similar to previous coverage. As a result, the Company formed a captive insurance company to partially self-insure its medical malpractice risks. Under the captive structure, the Company will retain more risk for medical malpractice costs, including settlements and claims expense, than under its previous coverage. The Company has no aggregate excess stop loss protection. As of December 31, 2002, the Company has accrued $2.5 million of estimated loss reserves, based on actuarial estimates and utilizing a discount rate of 5% to cover existing claims filed. In addition, the Company has accrued IBNR costs of $7.9 million as of December 31, 2002 to cover future IBNR claims, which are based on actuarial estimates, utilizing a discount rate of 4%. The determination of such claims and expenses and the appropriateness of the related liability is periodically reviewed and updated. Because the Company retains these risks, a change in experience or actuarial assumptions that does not affect the rate of claims payments could nonetheless materially affect results of operations in a particular period.

Revenue Recognition

        The Company recognizes net patient service revenue at the time services are performed. Unbilled receivables are recorded for services rendered during, but billed subsequent to, the reporting period. Net patient service revenue is reported at the estimated realizable amounts from patients, third-party payors and others for services rendered. Revenue under certain third-party payor agreements is subject to audit and retroactive adjustments. Provision for estimated third-party payor settlements and adjustments are estimated in the period the related services are rendered and adjusted in future periods as final settlements are determined. The provision for doubtful accounts and the related allowance are adjusted periodically, based upon an evaluation of historical collection experience with specific payors for particular services, anticipated collection levels with specific payors for new services, industry reimbursement trends, and other relevant factors. Changes in these factors in future periods could result in increases or decreases in the Company's provision for doubtful accounts and its results of operations and financial position.

        Unbilled receivables for owned operations, net of allowances, as of December 31, 2001 and 2002 amounted to approximately $8.3 million and $10.6 million, respectively, and is included in accounts receivable, net in the consolidated balance sheets.

        Net management service revenue reported by the Company represents net physician group revenue less amounts retained by physician groups. The amounts retained by physician groups represent amounts paid to the physicians pursuant to the management service agreements between the Company and the physician groups. Net physician group revenue is equal to billed charges reduced by provisions for bad debt and contractual adjustments. Contractual adjustments represent the difference between

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amounts billed and amounts reimbursable by commercial insurers and other third-party payors pursuant to their respective contracts with the physician groups. The provision for bad debts represents management's estimate of potential credit issues associated with amounts due from patients, commercial insurers and other third-party payors.

Stock Options

        In October 1995, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 "Accounting for Stock-Based Compensation" ("SFAS 123"), which requires companies to either recognize expense for stock-based awards based on their fair value on the date of grant or provide footnote disclosures regarding the impact of such changes. The Company adopted the disclosure provisions of SFAS 123 but has continued to account for options issued to employees or directors under the Company's stock option plans in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), as permitted under SFAS 123.

Income Taxes

        The Company's provision for income taxes includes federal and state income taxes currently payable and changes in deferred tax assets and liabilities, excluding the establishment of deferred tax assets and liabilities related to acquisitions. Deferred income taxes are accounted for in accordance with SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"), and represent the estimated future tax effects resulting from temporary differences between financial statement carrying values and tax reporting bases of assets and liabilities. In addition, future tax benefits, such as from net operating loss ("NOL") carryforwards, are required to be recognized to the extent that realization of such benefits is more likely than not. A valuation allowance is established for those benefits that do not meet the more likely than not criteria. A valuation allowance has been established for $5.9 million of net deferred tax assets at December 31, 2002 due to the uncertainty regarding the Company's ability to utilize the acquired carryforwards of Inform DX due to Internal Revenue Code limitations.

Comprehensive Income

        In 2001, the Company adopted SFAS No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which requires the Company to report and display certain information related to comprehensive income. For the years ended December 31, 2000, 2001 and 2002, net income equaled comprehensive income.

Recent Accounting Pronouncements

        In June 1998, the FASB issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), and in June 1999, the FASB issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities—Deferral of the Effective Date of FASB Statement No. 133" ("SFAS 137"), which delayed the effective date the Company is required to adopt SFAS 133 until its fiscal year 2001. In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities—an Amendment to FASB Statement

F-13

No. 133" ("SFAS 138"). This statement amended certain provisions of SFAS 133. The Company adopted SFAS 133 effective January 1, 2001. SFAS 133 requires the Company to recognize all derivatives on the balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in the fair value of derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is immediately recognized in earnings. The Company does not enter into derivative financial instruments for trading purposes.

        In June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS 141"). SFAS 141 requires the use of the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The Company adopted the provisions of SFAS 141 on January 1, 2002 with no significant impact on its financial statements.

        In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), which became effective January 1, 2002. SFAS 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. SFAS 142 also required the Company to complete a transitional goodwill impairment test six months from the date of adoption. For the year ending December 31, 2001, goodwill amortization was approximately $7.4 million. The Company stopped amortizing goodwill effective January 1, 2002. In addition, a portion of this goodwill was not tax deductible. Consequently, the effective tax rate was greater than the statutory tax rate in 2001.

        In August 2001, the FASB issued SFAS 144, which further refines SFAS 121's requirement that companies recognize an impairment loss if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measures the impairment loss as the difference between the carrying amount and the fair value of the asset. In addition, SFAS 144 provides guidance on accounting and disclosure issues surrounding long-lived assets to be disposed of by sale. SFAS 144 also contains less stringent guidelines for qualifying transactions as discounted operations. SFAS 144 is effective for all fiscal years beginning after December 15, 2001. See Note 9 for additional information.

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and Technical Corrections," which, among other things, rescinded SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt." Previously under SFAS No. 4, all gains and losses from extinguishments of debt were required to be aggregated and, if material, classified as an extraordinary item in the statements of operations. SFAS No. 145 requires that gains and losses from extinguishments of debt be classified as extraordinary items only if they meet the criteria in APB Opinion No. 30, "Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("Opinion No. 30"). Any gain or loss on extinguishment of debt that were presented as extraordinary items in prior periods but which do not qualify for classification as an extraordinary item under Opinion No. 30, are to be reclassified. Companies are required to adopt SFAS No. 145 in fiscal years beginning after May 15, 2002.

F-14

        In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"), which addresses the recognition, measurement and reporting of costs associated with exit or disposal activities. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity, including those related to employee termination benefits and obligations under operating leases or other contracts, be recognized when the liability is incurred, and not necessarily the date of an entity's commitment to an exit plan. The provisions of SFAS 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The Company does not believe that the adoption of SFAS 146 will have a significant impact on its financial position or results of operations.

        On December 31, 2002, the Financial Accounting Standards Board issued FASB Statement No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"). SFAS 148 amends FASB Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to provide alternative methods of transition to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure provisions of SFAS 123 to require disclosure in the summary of significant accounting policies of the effects of an entity's accounting policy with respect to stock-based employee compensation on reported net income and earnings per share in annual and interim financial statements. SFAS 148 does not amend SFAS 123, which requires companies to account for their employee stock-based awards using the fair value method. However, the disclosure provisions are required for all companies with stock-based employee compensation, regardless of whether they utilize the fair value method of accounting described in SFAS 123 or the intrinsic value method described in APB Opinion No. 25, "Accounting for Stock Issued to Employees."

        SFAS 148's amendment of the transition and annual disclosure provisions of SFAS 123 are effective for fiscal years ending after December 15, 2002, with earlier application permitted for entities with fiscal years ending prior to December 15, 2002, provided that financial statements for the 2002 fiscal year were not issued prior to the issuance of Statement 148. The disclosure requirements for interim financial statements containing condensed consolidated financial statements are effective for interim periods beginning after December 15, 2002.

Reclassifications

        Certain prior year amounts have been reclassified to conform to the 2002 presentation.

3. The Transactions

        On December 8, 2002, the Company entered into an agreement and plan of merger with Amy Holding Company and its wholly owned subsidiary, Amy Acquisition Corporation, whereby Amy Acquisition Corp. will merge with and into AmeriPath, with AmeriPath continuing as the surviving corporation (the Transactions). After the merger, AmeriPath will be a wholly owned subsidiary of Amy Holding Company, its parent, which plans to change its name to AmeriPath Holdings, Inc. immediately prior to the merger. Amy Holding Company is wholly owned by Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors. As part of the merger, each issued and outstanding share of AmeriPath common stock will be converted into the right to receive $21.25 in cash. Each outstanding option and warrant for the Company's stock will be canceled in exchange for (1) the excess, if any, of $21.25 over

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the per share exercise price of the option or warrant, multiplied by (2) the number of shares of common stock subject to the option or warrant, net of any applicable taxes.

        Upon consummation of the transactions, Welsh, Carson, Andersen & Stowe IX, L.P. and its related investors, through their holdings of the common stock of Amy Holding Company will own 100% of the outstanding capital stock of AmeriPath and 88% of the common stock on a fully-diluted basis assuming the issuance and exercise of all options reserved for issuance under Amy Holding Company's new 12% stock option plan. The Company's executive officers will hold options to acquire 7.5% of our parent's common stock with another 4.5% of our parent's common stock being allocated to our non-executive employees or reserved for future issuance under the new stock option plan.

        The funds necessary to consummate the Transactions will be approximately $798.3 million, including approximately $629.3 million to pay the stockholders and option holders of AmeriPath (other than Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates), all amounts due under the merger agreement, approximately $127.5 million to refinance existing indebtedness and approximately $41.5 million to pay related fees and expenses. Prior to the merger, the 1,534,480 shares of AmeriPath common stock currently owned by Welsh, Carson, Anderson & Stowe IX, L.P. and its affiliates will be contributed to the parent in exchange for shares of the parent's common stock. Upon consummation of the merger, these shares will be cancelled without payment of any merger consideration.

        The Transactions will be principally financed through the following:

•

a cash common equity investment by Welsh, Carson, Anderson & Stowe IX, L.P. and its related equity investors of $296.2 million in our parent, which funds will be contributed by our parent to Amy Acquisition Corp. in exchange for shares of its common stock, or used to pay transaction expenses payable by our parent,



•

the borrowing by AmeriPath of $225.0 million in loans under the term loan facility that is part of our new credit facility



•

the issuance of approximately $275.0 million of senior subordinated notes due 2013 and



•

existing AmeriPath cash.

        The above transactions were completed on March 27, 2003.

4. Merger and Acquisitions

Acquired Practices: Pooling method

        On November 30, 2000, the Company completed a merger transaction with Inform DX that was accounted for as a pooling-of-interests transaction. The Company issued 2.6 million common shares to Inform DX stockholders, and Inform DX's outstanding stock options were converted into options to purchase approximately 170,000 AmeriPath common shares. The historical consolidated financial statements for periods prior to the consummation of the combination have been restated as though the companies had been combined for all periods presented.

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        The table below presents a reconciliation of total revenue and net income available to common stockholders as reported in the accompanying consolidated financial statements with those previously reported by the Company.

		AmeriPath		Inform DX			Combined
Eleven months ended November 30, 2000
	Total revenue	$	269,865	$	34,329		$	304,194
	Net income (loss) available to stockholders	$	20,514	$	(6,250	)	$	14,264

Acquired Practices: Purchase method

        During 2002, the Company acquired seven anatomic pathology operations. The total consideration paid by the Company in connection with these acquisitions included cash of $43.4 million and 108,265 shares of common stock with an aggregate value of $1.7 million. The Company also issued additional purchase price consideration in the form of contingent notes. During 2001, the Company acquired one anatomic pathology operation. The total consideration paid by the Company in connection with this acquisition, which is deemed immaterial, included cash and issuance of common stock and subordinated debt. In addition, the Company issued additional purchase price consideration in the form of contingent notes.

        The Company recorded all of these acquisitions using the purchase method of accounting. The final allocation of the purchase price was determined based on the fair value of assets acquired and the fair value of liabilities assumed as of the date that the acquisition was consummated. Intangible assets have been identified, which are valued apart from goodwill, in the amount of approximately $37.0 million for 2002 acquisitions. These intangible assets will be amortized over a 10 - 40 year period. Under SFAS 142, goodwill associated with these acquisitions is no longer being amortized but will be reviewed annually for impairment. Goodwill recorded as a result of the acquisitions totaled $20.2 million for 2002. All of the goodwill acquired is included in our owned operations segment. The operating results of the companies acquired are included in the accompanying consolidated condensed financial statements from their respective dates of purchase.

        During the year ended December 31, 2002, the Company made contingent note payments of $39.9 million, issued $0.8 million of contingent stock and made other purchase price adjustments of $0.1 million in connection with certain post-closing adjustments and acquisition costs. During the year ended December 31, 2001, the Company made contingent note payments of $36.1 million, issued $0.8 million of contingent stock and other purchase price adjustments of approximately $0.6 million in connection with certain post-closing adjustments and acquisition costs.

        All the Company's acquisitions have been accounted for using the purchase method of accounting, except for the Inform DX acquisition. The aggregate consideration paid, and to be paid, is based on a number of factors, including each operation's demographics, size, local prominence, position in the marketplace and historical cash flows from operations. Assessment of these and other factors, including uncertainties regarding the health care environment, resulted in the sellers of each of the operations and the Company being unable to reach agreement on the final purchase price. The Company agreed to pay a minimum purchase price and to pay additional purchase price consideration to the sellers of

F-17

the operations in proportion to their respective ownership interest in each practice. The additional payments are contingent upon the achievement of stipulated levels of operating earnings (as defined) by each of the operations over five years from the date of the acquisition as set forth in the respective agreements, and are not contingent on the continued employment of the sellers of the operations. In certain cases, the payments are contingent upon other factors such as the retention of certain hospital contracts for periods ranging from three to five years. The amount of the payments cannot be determined until the achievement of the operating earnings levels or other factors during the terms of the respective agreements. If the maximum specified levels of operating earnings for each operation are achieved, the Company would make aggregate maximum principal payments of approximately $148.6 million over the next five years. A lesser amount or no payments at all would be made if the mid-point levels of operating earnings specified in each agreement were not met. Through December 31, 2002, the Company has made contingent note payments aggregating $129.0 million. Additional payments are accounted for as additional purchase price, which increases goodwill.

        The accompanying consolidated financial statements include the results of operations of acquisitions accounted for under the purchase method from the date acquired through December 31, 2002. The following unaudited pro forma information presents the consolidated results of the Company's operations for the year ended December 31, 2002 as if the acquisitions had been consummated on January 1, 2002. Such unaudited pro forma information is based on historical financial information and does not include operational or other changes which might have been effected by the Company.

        The unaudited pro forma information presented below is for illustrative information purposes only and is not necessarily indicative of results which would have been achieved or results which may be achieved in the future. Results for the year ended December 31, 2001 have been excluded due to the immateriality of the one acquisition completed during 2001.

	Results for the year ended December 31, 2002
Net revenues	$	497,412
Net income available to common stockholders	$	49,050
Net income per share available to common stockholders (diluted)	$	1.58

5. Accounts Receivable

        Accounts receivable are recorded at net realizable value. The allowance for contractual and other adjustments and uncollectible accounts is based on historical experience and judgments about future events. Accordingly, the actual amounts experienced could vary significantly from the recorded allowances. For the Company's managed operations, terms of the service agreements require the Company to purchase receivables generated by the physician groups on a monthly basis. Such amounts are recorded net of contractual allowances and estimated bad debts. For the Company's managed operations, accounts receivable are a function of the net physician group revenue rather than the net revenue of the Company.

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        Accounts receivable consisted of the following:

	December 31,
	2001			2002
Gross accounts receivable	$	185,618		$	187,094
Less:    Allowance for contractual and other adjustments		(58,712	)		(58,101	)
Allowance for uncollectible accounts		(45,311	)		(38,107	)
Accounts receivable, net	$	81,595		$	90,886

        The following table represents the roll-forward of the allowances for contractual adjustments and uncollectible accounts:

	Years Ended December 31,
	2000			2001			2002
Beginning allowances for contractual adjustments and uncollectible accounts	$	73,003		$	95,934		$	104,023
Provision for contractual adjustments		173,873			236,821			307,756
Provision for doubtful accounts		34,040			48,287			58,170
Managed operation contractual adjustments and bad debt expense		44,849			46,428			33,913
Write-offs and other adjustments		(229,831	)		(323,447	)		(407,654	)
Ending allowance for contractual adjustments and uncollectible accounts	$	95,934		$	104,023		$	96,208

        The Company grants credit without collateral to individual patients, most of whom are insured under third-party payor agreements. The estimated mix of receivables from patients and third-party payors are as follows:

	December 31,
	2001		2002
Government programs	12.9	%	13.7	%
Third-party payors	51.4		55.3
Private pay patients	26.2		26.4
Other	9.5		4.6
	100.0	%	100.0	%

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6. Net Revenue

        Net patient service revenue consisted of the following:

		Years Ended December 31,
		2000			2001			2002
Gross revenue		$	482,238		$	624,205		$	761,406
Less contractual and other adjustments			(173,873	)		(236,821	)		(307,756	)
	Net patient service revenue	$	308,365		$	387,384		$	453,650

        Net management service revenue consisted of the following:

	Years Ended December 31,
	2000			2001			2002
Gross physician group revenue	$	86,203		$	99,338		$	73,470
Contractual adjustments and bad debt expense		(44,849	)		(46,428	)		(33,913	)
Net physician group revenue		41,354			52,910			39,557
Less amounts retained by physician groups		(19,625	)		(21,562	)		(14,389	)
Net management service revenue	$	21,729		$	31,348		$	25,168

        A significant portion of the Company's net revenue is generated by the hospital-based practices through contracts with various hospitals. HCA, Inc. ("HCA") owned approximately 10% to 15% of these hospitals. For the years ended December 31, 2000, 2001 and 2002, approximately 13%, 12%, and 10%, respectively, of net patient service revenue was generated directly from contracts with hospitals owned by HCA. Generally, these contracts and other hospital contracts have remaining terms of less than five years and contain renewal provisions. Some of the contracts also contain clauses that allow for termination by either party with relatively short notice. Although the Company, through its acquisitions, has had relationships with these hospitals and national labs for extended periods of time, the termination of one or more of these contracts could have a material adverse effect on the Company's financial position and results of operations. The Company from time to time evaluates the carrying values of identified intangibles and goodwill and the related useful lives assigned to such assets. See Note 9 for additional information related to the impairment of certain hospital contracts.

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7. Property and Equipment

        Property and equipment consisted of the following:

		December 31,
	Estimated Useful Life
		2001			2002
	(Years)
Laboratory, office and data processing equipment	3-7	$	33,616		$	39,867
Leasehold improvements	5-10		8,573			9,342
Furniture and fixtures	3-7		3,114			3,372
Mobile laboratory units	3		200			200
Automotive vehicles	3-5		1,499			1,904
			47,002			54,685
Less accumulated depreciation			(23,930	)		(32,130	)
Construction in progress			1,046			3,571
Property and equipment, net		$	24,118		$	26,126

        Depreciation expense was $4.7 million, $6.6 million and $7.6 million for the years ended December 31, 2000, 2001 and 2002, respectively.

8. Intangible assets

        Intangible assets and the related accumulated amortization and amortization periods are set forth below:

								Amortization Periods (Years)
		December 31,
									Weighted Average
		2001			2002			Range
Hospital contracts		$	211,638		$	225,058		25-40	31.0
	Accumulated amortization		(23,059	)		(29,975	)
Physician client lists			66,646			89,798		10-30	19.5
	Accumulated amortization		(14,328	)		(17,987	)
Laboratory contracts			4,543			1,800		10	10.0
	Accumulated amortization		(1,639	)		(2,012	)
Management service agreements			11,379			8,972		25	25.0
	Accumulated amortization		(1,618	)		(435	)
Identifiable intangibles, net		$	253,562		$	275,219
Goodwill		$	239,361		$	300,536
Accumulated amortization			(23,139	)		(23,199	)
Goodwill, net		$	216,222		$	277,337

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        Estimated amortization expense for each of the five succeeding fiscal years, utilizing the straight line method, is as follows:

2003	$	12,450
2004		12,448
2005		12,448
2006		12,395
2007		12,268

        In determining the useful lives of the identifiable intangible assets, the Company considered each operation's operating history, contract renewals, stability of physician referral lists and industry statistics.

        The weighted average amortization period for identifiable intangible assets is approximately 26 years. As discussed in Note 1, the Company ceased amortizing goodwill during 2002 upon adoption of SFAS 142.

9. Asset Impairments and Related Charges

        During the second quarter of 2000, the Company recorded a pre-tax non-cash charge of approximately $4.7 million and related charges of approximately $0.5 million in connection with the impairment of intangible assets at an acquired practice in Cleveland, Ohio. The Company had provided services at four hospitals and an ambulatory care facility owned by Primary Health Systems ("PHS"), a regional hospital network in Cleveland, Ohio. During the first quarter of 2000, PHS began implementing a plan of reorganization filed under Chapter 11 with the U.S. Bankruptcy Court for the District of Delaware and closed one hospital. During the second quarter, the bankruptcy court approved the sale of two hospitals and the ambulatory care facility to local purchasers in the Cleveland area. The Company's contracts with these two hospitals and the ambulatory care facility were not accepted by the purchasers, who have elected to employ their own pathologists. One hospital has not been sold and continues to do business with the Company. As a result, the Company determined, using the discounted cash flow method, that the intangible assets, including goodwill, had no remaining fair value. Therefore, the Company wrote off the unamortized intangible asset balance. In addition, the Company recorded approximately $0.5 million of related charges for potentially uncollectible accounts receivable, employee termination costs and legal fees.

        During the fourth quarter of 2000, the Company recorded a pre-tax, non-cash charge of approximately $4.3 million related to the impairment of certain intangible assets. Of this charge, $3.3 million related to Quest Diagnostics' ("Quest") termination of its contract with the Company in South Florida, effective December 31, 2000. In addition, during the fourth quarter of 2000, a hospital in South Florida where the Company had the pathology contract, requested proposals for its pathology services, and the Company was unsuccessful in retaining this contract. Based upon the remaining projected cash flow from this hospital network, the Company determined that the intangible assets were impaired and recorded a pre-tax non-cash charge of approximately $1.0 million.

        During the third quarter of 2001, two pathologists in the Birmingham, Alabama practice terminated their employment with the Company and opened their own pathology laboratory. During

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the fourth quarter of 2001, the Company was unable to retain most of these customers. Consequently, the Company recorded a non-cash asset impairment charge of $3.8 million in the aggregate.

        During the third quarter of 2002, the Company recorded a pre-tax, non-cash charge of approximately $2.1 million related to the owned operation's lab contracts which were terminated by Quest. In addition, during the third quarter of 2002, the Company terminated its management service agreement with a managed lab operation in Georgia. As a result of the termination, the Company recorded a non-cash charge of approximately $0.7 million, which included approximately $0.3 million of intangible assets related to management service agreements.

10. Write-down of Investment

        In September 2000, the Company made a $1.0 million investment in Genomics Collaborative, Inc. ("GCI") for which it received 333,333 shares of GCI Series D Preferred Stock. GCI is a privately held, start-up, company which has a history of operating losses. In September 2002, the Company determined there was an other than temporary decline in the fair value of this investment as a result of Genomics continuing operating and cash flow losses. As a result, the Company recorded a non-cash, pre-tax write down of $1.0 million to reduce its investment in GCI to net realizable value.

11. Accounts Payable and Accrued Expenses

        Accounts payable and accrued expenses consisted of the following:

	December 31,
	2001		2002
Accounts payable	$	16,036	$	18,180
Accrued compensation		16,564		19,477
Accrued medical malpractice and IBNR		5,213		13,846
Accrued acquisition costs		1,617		2,187
Accrued interest		338		181
Income taxes payable		731		—
Other accrued expenses		2,355		528
	$	42,854	$	54,399

12. Merger-Related Charges

        In connection with its numerous mergers and acquisitions, the Company has recorded reserves for transaction costs, employee-related costs (including severance agreement payouts) and various exit costs associated with the consolidation of certain operations, including the elimination of duplicate facilities and certain exit and restructuring costs. During 2002, the Company recorded acquisition-related costs totaling $2.8 million related to the Transactions. During the first quarter of 2001, the Company recorded merger-related costs totaling $7.1 million ($4.3 million, net of tax) related to the Inform DX merger. During the fourth quarter of 2000, the Company recorded merger-related charges totaling $6.2 million ($5.1 million, net of tax) related to the Inform DX merger.

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        A reconciliation of the activity for the years ended December 31, 2001 and 2002 with respect to the merger-related reserves is as follows:

	Balance December 31, 2001			Balance Sheet Charges		Statement of Operations Charges		Payments			Balance December 31, 2002
Transaction costs	$	116		$	—	$	2,836	$	(260	)	$	2,692
Employee termination costs.		3,432			—		—		(1,952	)		1,480
Lease commitments		2,165			—		—		(417	)		1,748
Other exit costs		160			—		—		(30	)		130
Total		5,873		$	—	$	2,836	$	(2,659	)		6,050
Less: portion included in current liabilities		(3,183	)									(4,503	)
Total included in other liabilities	$	2,690									$	1,547

	Balance December 31, 2000			Balance Sheet Charges		Statement of Operations Charges		Payments			Balance December 31, 2001
Transaction costs	$	1,726		$	—	$	1,109	$	(2,719	)	$	116
Employee termination costs.		1,417			—		5,150		(3,135	)		3,432
Lease commitments		2,128			—		844		(807	)		2,165
Other exit costs		263			—		—		(103	)		160
Total		5,534		$	—	$	7,103	$	(6,764	)		5,873
Less: portion included in current liabilities.		(3,165	)									(3,183	)
Total included in other liabilities	$	2,369									$	2,690

13. Long-term Debt

        Long-term debt consisted of the following:

	December 31,
	2001			2002
Revolving loan	$	90,000		$	113,190
Note payable		248			95
Capital leases		431			321
Subordinated notes issued and assumed in connection with acquisitions, payable in varying amounts through 2005, with interest at rates of 6.5% to 9.5%		2,643			2,647
		93,322			116,253
Less: current portion		(469	)		(433	)
Long-term debt, net of current portion	$	92,853		$	115,820

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        At December 31, 2002 maturities of long-term debt were as follows:

2003	$	433
2004		144
2005		2,472
2006		113,204
Total	$	116,253

        Since 1997, the Company has maintained a revolving line of credit (the "former credit facility") with a syndicate of banks led by Fleet National Bank, formerly BankBoston, N.A. as lender and agent. The former credit facility had been amended at various times to provide for increased borrowings to $287.5 million.

        In November 2001, the Company entered into its current credit facility with a syndicate of financial institutions led by Bank of America, N.A., First Union National Bank and Citibank and extinguished the debt outstanding under the former credit facility. The write-off of the unamortized debt costs related to the former credit facility resulted in an extraordinary charge, net of tax, of approximately $1.0 million.

        The Company's existing credit facility provides for borrowings of up to $200.0 million, with a commitment totaling $175.0 million, in the form of a revolving loan that may be used for working capital purposes and to fund acquisitions. The Company's existing credit facility has a five-year term, with a final maturity date of November 30, 2006. As of December 31, 2002, $113.2 million was outstanding under the revolving loan. Interest is payable monthly at variable rates which are based, at the Company's option, on the agent's base rate (4.75% at December 31, 2002) or LIBOR plus a premium that is based on the Company's ratio of total funded debt to proforma consolidated earning before interest, taxes, depreciation and amortization. The facility also requires a commitment fee to be paid quarterly equal to 0.375% of the unused portion of the total commitment. In addition, the facility has three basic financial covenants regarding leverage, fixed charge coverage and interest coverage, as well as a number of nonfinancial covenants. Substantially all of the Company's assets are pledged as collateral under the existing credit facility. At December 31, 2002, the Company was in compliance with the covenants of the existing credit facility.

Note Payable

        In October 1999, the Company assumed a long-term obligation pursuant to a promissory note agreement with a bank in connection with a managed operation acquisition in Tennessee. The obligation is evidenced by an installment note bearing interest at fixed rate of 9.75% and maturing in 2004. The note is secured by certain assets of the acquired practice.

Letters of Credit

        As of December 31, 2002, the Company had letters of credit outstanding totaling $2.0 million. The letters of credit secure payments under certain operating leases and expire at various dates in 2003 and

F-25

2004. Some of the letters of credit automatically decline in value over various lease terms. The letters of credit have annual fees averaging 1.5%.

14. Interest Rate Risk Management

        In May 2000, the Company entered into three interest rate swap transactions with an effective date of October 5, 2000, variable maturity dates and a combined notional amount of $105.0 million. These interest rate swap transactions involved the exchange of floating for fixed rate interest payments over the life of the agreement without the exchange of the underlying principal amounts. The differential to be paid or received is accrued and is recognized as an adjustment to interest expense. These agreements were indexed to 30 day LIBOR.

        Under SFAS 133, the Company accounted for its interest rate swap contracts as cash flow hedges whereby the fair value of the related interest rate swap agreement was reflected in other comprehensive income/loss with the corresponding asset/liability recorded as a component of other assets or other liabilities in the consolidated balance sheet. During 2001, the Company had no ineffectiveness with regard to its interest rate swap contracts as each interest rate swap agreement met the criteria for accounting under the short-cut method as defined in SFAS 133 for cash flow hedges of debt instruments. Such derivative financial instruments were not held or issued for trading purposes.

        During the fourth quarter of 2001, in connection with the termination of the former credit facility, the Company terminated its interest rate swap agreements, which resulted in a charge of approximately $10.4 million being recorded in 2001.

15. Lease Commitments

        The Company leases various office and laboratory space and certain equipment pursuant to operating lease agreements. The following information includes the related party leases discussed in Note 20. Future minimum lease commitments under noncancellable operating leases consisted of the following at December 31, 2002:

2003	$	5,238
2004		4,267
2005		4,033
2006		3,714
2007		3,306
Thereafter		10,737
	$	31,295

        In addition, certain owners of the managed operations are lessees of various equipment, auto and facility operating leases that are used in the operations of the business. Future payments under these leases are $1.6 million, of which the Company is responsible for their corresponding share as defined in the management service agreements. The Company's obligations, based upon their management fee percentage, are $0.3 million. In the event of termination of a management service agreement, any related lease obligations are also terminated or assumed by the managed operation.

F-26

        The Company has entered into certain noncancellable subleases that reduce its total commitments under operating leases by $0.2 million.

        The Company's owned operations' rent expense under operating leases for the years ended December 31, 2000, 2001, and 2002 was $4.1 million, $5.2 million, and $4.8 million, respectively.

16. Option Plan

        The Company's 1996 and 2001 Stock Option Plans, or the Option Plans, provide for the grant of options to purchase shares of common stock to key employees and others. Total authorized shares for grant of options under the Options Plans are 4,200,000. The Option Plans provide that the option price shall not be less than the fair market value of the shares on the date of its grant. All options granted under the Option Plans have 10-year terms and vest and generally become exercisable at the rate of 20% a year, following the date of grant. As part of the Inform DX acquisition, the Company assumed two additional option plans ("Additional Plans") with a total of 170,000 authorized shares for grant. The terms of the options under the Additional Plans are similar to the terms of the option under the Option plan.

        The Company's Director Option Plan provides for the grant of options to purchase shares of common stock to Directors who are not employees of the Company. All options granted under the Director Option Plan have 10 year terms and are exercisable during the period specified in the agreement evidencing the grant of such Director Option. Total authorized shares for grant of options under the Director Option Plan are 180,000.

        The Company has elected to follow APB 25, and the related interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under SFAS 123, requires use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options is equal to or greater than the fair value of the underlying stock on the date of grant, no compensation expense is recognized.

        Pro forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if the Company had accounted for its employee stock options under the fair value method of that Statement. The fair value for these options was estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions for 2000, 2001, and 2002:

	2000		2001		2002
Risk free interest rate	6.5	%	3.3	%	4.0	%
Dividend yield	—		—		—
Volatility factors	137.0	%	148.0	%	61.5	%
Weighted average life (years)	4.2		4.2		8.0

F-27

        Using the Black-Scholes Option Pricing Model, the estimated weighted-average fair value per option granted in 2000, 2001, and 2002 were $6.92, $22.51, and $17.11, respectively.

        The pro forma net income available to common stockholders assuming the amortization of the estimated fair values over the option vesting period and diluted earnings per common share, had the fair value method of accounting for stock options been used, would have been as follows:

	2000		2001		2002
Pro forma net income available to common stockholders	$	8,018	$	15,163	$	40,350
Pro forma diluted earnings per common share	$	0.33	$	0.56	$	1.30

        The Black-Scholes Option Pricing Model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different than those of traded options, and because changes in the assumptions can materially affect the fair value estimate, in management's opinion, the existing models may not necessarily provide a reliable single measure of the fair value of its employee stock options.

        A summary of the status of the Company's options as of and for the changes during each of the three years in the period ended December 31, 2002 is presented below:

		2000				2001				2002
		Number Of Shares		Weighted Average Exercise Price		Number Of Shares		Weighted Average Exercise Price		Number Of Shares		Weighted Average Exercise Price
Balance at beginning of Year		1,766,519		$	7.76	1,960,451		$	9.30	2,248,939		$	14.27
	Granted	496,703			12.93	936,371			25.62	633,000			25.34
	Exercised	(260,521	)		5.96	(564,449	)		6.05	(358,700	)		26.18
	Terminated/Lapsed	(42,250	)		9.64	(83,434	)		14.77	(191,699	)		23.29
Balance at end of Year		1,960,451			9.30	2,248,939			14.27	2,331,540			20.31
Exercisable at December 31,		902,454		$	9.56	688,951		$	11.21	682,421		$	16.28

F-28

        The following table summarizes the information about options outstanding at December 31, 2002:

Options Outstanding				Options Exercisable
Range of Exercise Prices		Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercise	Weighted Average Exercisable Price
			(in years)
$	0.00-  4.00	2,901	5.1	$	3.73	2,580	$	3.73
	4.01-  8.00	383,000	7.0		7.63	135,400		7.63
	8.01-12.00	236,243	5.0		9.09	193,443		9.21
	12.01-16.00	198,043	6.3		14.39	120,371		14.25
	16.01-20.00	85,900	7.2		17.16	40,800		16.93
	20.01-26.00	666,050	8.3		24.95	101,050		24.95
	26.01-28.00	557,800	9.1		26.14	—		—
	28.01-32.00	140,818	8.6		30.05	28,488		30.05
	32.00-41.58	60,785	6.4		41.47	60,289		41.48
		2,331,540	7.7		20.31	682,421		16.28

        Warrants to purchase 16,226, 6,202 and zero shares of common stock were outstanding at December 31, 2000, 2001 and 2002, respectively, at exercise prices ranging from $0.01 to $0.30 per share. These warrants were issued in conjunction with certain indebtedness incurred by the Company. Holders of warrants do not have voting rights or any other rights as a stockholder of the Company.

        In connection with indebtedness issued by the Company in 1997 (the "Junior Notes"), the Company issued warrants to purchase 16,066 shares of the Company's common stock to the holders of the Junior Notes. For each $10 Junior Note, the holder was issued a warrant to purchase 161 shares of common stock at $0.01 per share (the "Junior Warrants"). The Junior Warrants expired on December 24, 2002. A value of approximately $58 was allocated to these warrants which was included in deferred financing costs and additional paid-in capital in the accompanying consolidated financial statements.

17. Redeemable Preferred Stock

        This footnote describes the transactions regarding Inform DX's Series A Redeemable Preferred Stock (the "Preferred Stock"). All share amounts have been converted using the conversion ratio for the pooling transaction.

        In 1998, Inform DX issued 395,471 shares of Preferred Stock at $40.46 per share. The Preferred Stock was convertible into common stock at the option of the holder.

        On June 30, 2000, Inform DX acquired Pathsource, Inc. in a stock for stock transaction accounted for as a purchase business combination. In connection with this acquisition, Inform DX provided for an induced conversion of the Preferred Stock. The induced conversion resulted in the issuance of 642,640 shares of common stock. Inform DX estimated, based on a third party valuation, the fair market value of its common stock at June 30, 2000 to be $6.22 per share. Based on this valuation, Inform DX

F-29

recorded a charge for the induced conversion of approximately $1.5 million, or $6.22 per share times the additional common shares issued of 247,169 in 2000.

18. Employee Benefit Plans

        Effective July 1, 1997, the Company consolidated its previous 401(k) plans into a new qualified 401(k) retirement plan (the "401(k) Plan") covering substantially all eligible employees as defined in the 401(k) plan. The new 401(k) Plan requires employer matching contributions equal to 50% (25% prior to July 1, 2000) of the employees' contributions up to a maximum of one thousand dollars per employee. The Company expensed matching contributions aggregating $0.6 million, $0.9 million and $1.0 million to the new plan in 2000, 2001 and 2002, respectively. Also, in connection with acquisitions, the Company assumes the obligations under certain defined contribution plans which cover substantially all eligible employees of the acquired practices. The Company has not made any contributions from the dates of acquisition through December 31, 2002.

        During 1999, the Company introduced a Supplemental Employee Retirement Plan ("SERP") which covers only selected employees. The SERP is a non-qualified deferred compensation plan which was established to aid in the retention of the non-selling physicians and other key employees. In 1999, the eligible participants were allowed to defer up to ten thousand dollars of compensation or eligible bonuses. If the subscription to the plan fell below an established deferral range, the participating individuals were allowed to defer additional funds. The Company may also make discretionary contributions to the SERP. Employee and employer contributions to the SERP, respectively, were $0.5 million and $0.1 million for the year ended December 31, 2000, $0.5 million and $0.3 million for the year ended December 31, 2001, and $0.9 million and $0.3 million for the year ended December 31, 2002.

        The Company also sponsors certain defined contribution plans for substantially all employees of the former Inform DX who are at least 21 years old, have been employed by the Company for at least one year and have completed 1,000 hours of service. These plans include a 401(k)/profit sharing plan and a money purchase pension plan. Under the 401(k)/profit sharing plan, employees may contribute up to 15% of their qualifying salary on a pre-tax basis, subject to federal income tax limitations. The amount expensed under all plans for Company contributions was approximately $0.8 million, $1.6 million and $0.8 million in 2000, 2001 and 2002, respectively.

19. Commitments and Contingencies

        During the fourth quarter of 2002, a lawsuit was filed in Palm Beach County, Florida regarding the pending merger of the Company with companies formed by Welsh, Carson, Anderson & Stowe. The lawsuit alleges a breach of duty to stockholders. The complaint seeks a preliminary injunction although the Company has not been served with any request for immediate injunctive relief. If the merger is consummated, the suit also seeks monetary damages. The Company believes it has meritorious defenses against the lawsuit and intends to defend itself vigorously. Management believes that this lawsuit will not be an impediment to the completion of the merger and that it will not materially affect the Company's financial position or future operating results, although no assurance about the ultimate outcome of this litigation can be provided.

F-30

        During the ordinary course of business, the Company has become and may in the future become subject to pending and threatened legal actions and proceedings. The Company may have liability with respect to its employees and its pathologists as well as with respect to hospital employees who are under the supervision of the hospital based pathologists. The majority of the Company's pending legal proceedings involve claims of medical malpractice. Most of these relate to cytology services. Based upon current information, the Company believes the outcome of such pending legal actions and proceedings, individually or in the aggregate, will not have a material adverse effect on the Company's financial condition, results of operations or liquidity. If the Company is ultimately found liable under these medical malpractice claims, there can be no assurance that the Company's medical malpractice insurance coverage will be adequate to cover any such liability. The Company may also, from time to time, be involved with legal actions related to the acquisition of and affiliation with physician operations, the prior conduct of such operations, or the employment (and restriction on competition of) physicians. There can be no assurance any costs or liabilities for which the Company becomes responsible in connection with such claims or actions will not be material or will not exceed the limitations of any applicable indemnification provisions or the financial resources of the indemnifying parties.

        Through June 30, 2002, the Company was insured for medical malpractice risks on a claims made basis under traditional indemnity insurance policies. Effective July 1, 2002, the Company formed a captive insurance company to partially self-insure for medical malpractice. The captive, combined with excess coverage, will provide insurance on a per claim basis. The Company does not have any aggregate excess stop loss protection. Accruals for settlement costs, claims expenses and incurred but not reported claims will be made based on actuarial estimates. The Company anticipates significant increased costs and risk retention by the Company in connection with this program. As of December 31, 2002, the Company has accrued $2.5 million of estimated loss reserves, based on actuarial estimates and utilizing a discount rate of 5% to cover existing claims filed. In addition, the Company has accrued incurred but not reported ("IBNR") costs of $7.9 million as of December 31, 2002 to cover future IBNR claims, which are based on actuarial estimates, utilizing a discount rate of 4%. Actual costs in future periods could differ materially from actuarial studies, depending on the frequency and severity of actual claims experienced.

Self-Insured Health Benefits—Effective August 1, 2002, the Company provided health care benefits to its employees through a self-insured plan. The Company records its estimate of the ultimate cost of, and reserves for, health care benefits based on computations using the company's loss history as well as industry statistics. Furthermore, in determining its reserves, the Company includes reserves for estimated claims incurred but not reported. The maximum liability for claims paid in a year, based upon open enrollment levels at August 1, 2002, is $12.2 million. The ultimate cost of health care benefits will depend on actual costs incurred to settle the claims and may differ from the amounts reserved by the Company for those claims.

Healthcare Regulatory Environment and Reliance on Government Programs—The healthcare industry in general, and the services that the Company provides, are subject to extensive federal and state laws and regulations. Failure to comply with any of these laws or regulations, the results of increased regulatory audits and adjustments, or changes in the interpretation of the coding of services or the amounts payable for the Company's services under these programs could have a material adverse effect

F-31

on the Company's financial position and results of operations. The Company's operations are continuously subject to review and inspection by regulatory authorities.

        We have received subpoenas issued by the United States Attorney's office in Tampa, Florida seeking information with respect to an investigation relating to Medicare billing and possible financial inducements in connection with a Florida physician who is not an AmeriPath pathologist but is a client of AmeriPath. We are providing information to the United States Attorney's office and intend to cooperate in the investigation. We also are conducting our own internal investigation of the matter. It is not possible at this point in the investigation to determine whether the government will pursue action against AmeriPath or to assess the merits of possible defenses AmeriPath might have to any such action. Accordingly, no assurances can be given regarding the ultimate outcome of the investigation.

Internal Revenue Service Examination—The Internal Revenue Service (the "IRS") conducted an examination of the Company's federal income tax returns for the tax years ended December 31, 1996 and 1997 and concluded during 2000 that no changes to the tax reported needed to be made. Although the Company believes it is in compliance with all applicable IRS rules and regulations, if the IRS should determine the Company is not in compliance in any other years, it could have a material adverse effect on the Company's financial position and results of operations.

Employment Agreements—The Company has entered into employment agreements with certain of its management employees, which include, among other terms, noncompetition provisions and salary continuation benefits.

20. Related Party Transactions

Operating Leases—The Company leases laboratory and administrative facilities used in the operations of twelve practices from entities beneficially owned by some of the Company's common stockholders. The terms of the leases expire from 2003 to 2017 and some contain options to renew for additional periods. Lease payments made under leases with related parties were $1.1 million, $0.8 million and $0.8 million in 2000, 2001, and 2002, respectively.

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21. Income Taxes

        The provision for income taxes for the years ended December 31, 2000, 2001 and 2002 consists of the following:

			Year ended December 31,
			2000			2001			2002
Current:
	Federal		$	20,958		$	21,701		$	23,318
	State			2,227			2,306			2,479
		Total current provision		23,185			24,007			25,797
Deferred:
	Federal			(8,242	)		(5,423	)		4,812
	State			(875	)		(576	)		511
		Total deferred (benefit) provision		(9,117	)		(5,999	)		5,323
		Total provision for income taxes	$	14,068		$	18,008		$	31,120

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        The effective tax rate on income before income taxes is reconciled to the statutory federal income tax rate as follows:

	Year ended December 31,
	2000		2001		2002
Statutory federal rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal income tax benefit	3.7		3.7		3.7
Non-deductible items, primarily amortization of goodwill	8.6		5.0		—
Non-deductible items, merger-related charges	4.8		0.0		1.3
Other	(0.3	)	(1.2	)	0.6
Change in valuation allowance	—		—		0.5
	51.8	%	42.5	%	41.1	%

        The following is a summary of the Company's deferred income tax assets, classified in other current assets on the balance sheet, and deferred tax liabilities as of December 31, 2001 and 2002:

				December 31,
				2001			2002
Deferred tax assets (short term):
	Allowance for doubtful accounts			$	12,946		$	9,649
	Accrued liabilities				887			119
		Deferred tax assets (short term)			13,833			9,768
Deferred tax liabilities (short term):
	481 (a) adjustment				(813	)		(619	)
	Other				—			—
	Deferred tax liabilities (short term)				(813	)		(619	)
		Net short term deferred tax assets			13,020			9,149
Deferred tax assets (long-term):
	Net operating loss				8,165			6,816
	Self insurance				—			4,921
	Other				2,250			1,355
	Deferred tax assets (long-term)				10,415			13,092
		Less: valuation allowance			(5,535	)		(5,923	)
		Net deferred tax assets (long-term)			4,880			7,169
Deferred tax liabilities (long-term):
	Change from cash to accrual basis of accounting by the acquisitions				(289	)		(742	)
	Intangible assets acquired				(66,586	)		(85,050	)
	Property and equipment				(479	)		(821	)
		Deferred tax liabilities (long-term)			(67,354	)		(86,613	)
			Net long-term deferred tax liability		(62,474	)		(79,444	)
Net deferred tax liabilities:				$	(49,454	)	$	(70,295	)

        The net increase in the valuation allowance of approximately $0.4 million represents the tax effect of our $1.0 million write-off of the investment in Genomics, Inc.

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22. Earnings Per Share

        Earnings per share is computed and presented in accordance with SFAS No. 128, "Earnings Per Share." Basic earnings per share, which excludes the effects of any dilutive common equivalent shares that may be outstanding, such as shares issuable upon the exercise of stock options and warrants, is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding for the respective periods. Diluted earnings per share gives effect to the potential dilution that could occur upon the exercise of certain stock options and warrants that were outstanding at various times during the respective periods presented. The dilutive effects of stock options and warrants are calculated using the treasury stock method.

        Basic and diluted earnings per share for the respective periods are set forth in the table below:

		Years ended December 31,
		2000		2001		2002
Earnings Per Common Share:
	Net income available to common stockholders	$	11,488	$	23,352	$	44,641
	Basic earnings per common share	$	0.49	$	0.90	$	1.46
	Diluted earnings per common share	$	0.47	$	0.86	$	1.44
	Basic weighted average common shares outstanding		23,473		25,974		30,540
	Effect of dilutive stock options and warrants		764		1,075		541
	Diluted weighted average common shares outstanding		24,237		27,049		31,081

        Options to purchase 453,818 shares, 223,859 shares, and 1,425,453 shares of common stock which were outstanding at December 31, 2000, 2001 and 2002, respectively, have been excluded from the calculation of diluted earnings per share for the respective years because their effect would be anti-dilutive.

F-35

23. Supplemental Cash Flow Information

        The following supplemental information presents the non-cash impact on the balance sheet of assets acquired and liabilities assumed in connection with acquisitions consummated during the years ended December 31, 2000, 2001 and 2002:

		Years Ended December 31,
		2000			2001			2002
Assets acquired		$	64,633		$	8,050		$	62,152
Liabilities assumed			(19,996	)		(665	)		(17,111	)
Common stock issued			(12,180	)		(2,153	)		(1,658	)
Cash paid for acquisitions			32,457			5,232			43,383
Less cash acquired			(6,955	)		(752	)		(388	)
	Net cash paid for acquisitions		25,502			4,480			42,995
Costs related to completed and pending acquisitions			(573	)		565			975
Cash paid for acquisitions and acquisition costs, net of cash acquired		$	24,929		$	5,045		$	43,970

24. Preferred Share Purchase Rights Plan

        On April 8, 1999, the Board of Directors of the Company adopted a Preferred Share Purchase Rights Plan (the "Rights Plan") and, in connection therewith, declared a dividend distribution of one preferred share purchase right ("Right") on each outstanding share of the Company's common stock to stockholders of record at the close of business on April 19, 1999. The Rights will expire on April 8, 2009. The adoption of the Rights Plan and the distribution of the Rights is not dilutive, does not affect reported earnings per share and is not taxable to stockholders.

        Subject to the terms of the Rights Plan, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of the Company's Series A Junior Participating Preferred Stock (the "Preferred Shares"). Each Right has an initial exercise price of $45.00 for one one-thousandth of a Preferred Share (subject to adjustment). The Rights will be exercisable only if a person or group acquires 15% or more of the Company's common stock or announces a tender or exchange offer the consummation of which would result in ownership by a person or group of 15% or more of the common stock. Upon any such occurrence, each Right will entitle its holder (other than such person or group of affiliated or associated persons) to purchase, at the Right's then current exercise price, a number of the Company's common shares having a market value of twice such price.

25. Segment Reporting

        The Company has two reportable segments, owned operations and managed operations. The segments were determined based on the type of service and customer. Owned operations provide anatomic pathology services to hospitals and referring physicians, while under the management relationships the Company provides management services to the affiliated physician groups. The accounting policies of the segments are the same as those described in the summary of accounting policies. The Company evaluates performance based on revenue and income before amortization of intangibles, merger-related charges, asset impairment related charges, interest expense, other income

F-36

and expense and income taxes ("Segment Operating Income"). In addition to the business segments above, the Company evaluates certain corporate expenses which are not allocated to the business segments.

        The following is a summary of the financial information for the business segments and corporate.

	2000			2001			2002
Owned
Net patient service revenue	$	308,365		$	387,384		$	453,650
Operating income		94,346			118,580			124,354
Segment assets		250,814			380,238			457,422
Managed
Net management service revenue	$	21,729		$	31,348		$	25,168
Operating (loss) income		(304	)		4,454			2,932
Segment assets		18,723			25,494			20,466
Corporate
Operating loss	$	(19,789	)	$	(24,547	)	$	(41,468	)
Segment assets		330,143			228,816			260,001
Elimination of intercompany accounts		(37,514	)		(30,086	)		(29,429	)

26. Subsequent Events

        Subsequent to December 31, 2002, the Company paid approximately $20.1 million on contingent notes issued in connection with previous acquisitions as additional purchase price.

27. Quarterly Results of Operations (unaudited)

        The following table presents certain unaudited quarterly financial data for each of the quarters in the years ended December 31, 2001 and 2002. This information has been prepared on the same basis as the Consolidated Financial Statements and includes, in the opinion of the Company, all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the quarterly results when read in conjunction with the Consolidated Financial Statements and related Notes thereto. The operating results for any quarter are not necessarily indicative of results for any future period or for the full year.

F-37

Unaudited Consolidated Statements Of Operations

				2001 Calendar Quarters												2002 Calendar Quarters
				First			Second			Third			Fourth			First			Second			Third			Fourth
Revenues:
Net patient service revenue				$	91,724		$	97,335		$	97,555		$	100,770		$	105,802		$	114,131		$	117,049		$	116,668
Management service revenue					7,021			7,717			8,503			8,107			7,090			6,608			6,692			4,778
	Net revenue				98,745			105,052			106,058			108,877			112,892			120,739			123,741			121,446
Operating Costs and Expenses:
	Cost of services				48,432			49,390			50,921			51,359			54,340			58,885			61,250			64,098
	Selling, general and administrative expense				17,218			18,168			18,089			18,381			20,049			20,641			21,852			22,326
	Provision for doubtful accounts				10,658			12,548			12,617			12,464			13,674			14,440			14,759			15,297
	Amortization expense				4,526			4,654			4,677			4,802			2,782			2,803			2,892			2,912
		Merger-related charges(1)			7,103			—			—			—			—			—			—			2,836
		Asset impairment and related charges(2)			—			—			—			3,809			—			—			2,753			—
			Total		87,937			84,760			86,304			90,815			90,845			96,769			103,506			107,469
Income from operations					10,808			20,292			19,754			18,062			22,047			23,970			20,235			13,977
Interest expense					(4,742	)		(4,695	)		(4,443	)		(2,470	)		(1,053	)		(1,078	)		(1,129	)		(756	)
Other income (expense), net					24			120			(74	)		75			85			46			403			14
Write-down of investment(3)					—			—			—			—			—			—			(1,000	)		—
Termination of interest swap(4)					—			—			—			(10,386	)		—			—			—			—
Income before income taxes and extraordinary loss					6,090			15,717			15,237			5,281			21,079			22,938			18,509			13,235
Provision for income taxes					2,849			6,570			6,369			2,220			8,431			9,175			7,343			6,171
Income before extraordinary loss					3,241			9,147			8,868			3,061			12,648			13,763			11,166			7,064
Extraordinary loss, net(5)					—			—			—			(965	)		—			—			—			—
Net income				$	3,241		$	9,147		$	8,868		$	2,096		$	12,648		$	13,763		$	11,166		$	7,064
Per Share Data:
	Basic earnings per common share			$	.13		$	.36		$	.35		$	.07		$	.42		$	.45		$	.36		$	.23
	Diluted earnings per common share			$	.12		$	.35		$	.34		$	.07		$	.41		$	.44		$	.36		$	.23

(1)

In connection with the Inform DX merger, the Company recorded $7.1 million in the first quarter of 2001 related to transaction fees, change in control payments and various exit costs associated with the consolidation of certain operations. In connection with the pending acquisition by Welsh, Carson, Anderson & Stowe IX, L.P. and its related investors, the Company recorded $2.8 million in the fourth quarter of 2002 related to acquisition expenses.

(2)

In the fourth quarter of 2001, two pathologists in the Birmingham, AL practice terminated their employment agreement with the Company and opened their own pathology laboratory. As a result, the Company was unable to retain most of these customers and therefore recorded an impairment charge of $3.8 million. The

F-38

impairment charges were based upon the remaining projected cash flows from these contracts and customers in which the Company determined that the intangible assets that were recorded from acquisitions in these areas had been impaired. During the third quarter of 2002, the Company recorded a charge of approximately $2.1 million related to lab contracts which were terminated by Quest. In addition, the Company terminated its management service agreement with a managed lab operation in Georgia and recorded a charge of approximately $0.7 million.

(3)

In September 2002, the Company determined there was an other than temporary decline in the fair value of its investment in Genomics as a result of its continuing operating and cash flow losses. As a result, the Company recorded a non-cash, pre-tax write-down of $1.0 million to reduce its investment in GCI to net realizable value.

(4)

In connection with the extinguishment of the Company's former credit facility, the Company made a one-time pre-tax payment of $10.4 million to terminate the Company's interest rate swap agreements.

(5)

The Company terminated its former credit facility and recorded an extraordinary loss, net of tax, of $1.0 million, in connection with the write-off of previously deferred financing costs.

Certain reclassifications have been made to the quarterly consolidated statements of operations to conform to the annual presentations.

Note 28. Guarantor Subsidiaries

        The following information is presented as required by regulations of the Securities and Exchange Commission in connection with the registered exchange offer relating to the Company's 10.5% Senior Subordinated Notes due 2013. This information is not routinely prepared for use by management. The operating and investing activities of the separate legal entities included in the Company's consolidated financial statements are fully interdependent and integrated. Accordingly, consolidating the operating results of those separate legal entities are not representative of what the actual operating results of those entities would be on a stand-alone basis. Operating expenses of those separate legal entities include intercompany charges for management fees and other services. Certain expense items and asset and liability balances that are applicable to the Company's subsidiaries are typically recorded in the books and records of AmeriPath, Inc. For purposes of this footnote disclosure, such balances and amounts have been "pushed down" to the respective subsidiaries either on a specific identification basis, or when such items cannot be specifically attributed to an individual subsidiary, have been allocated on an incremental or proportional cost basis to AmeriPath, Inc. and the Company's subsidiaries.

        The following tables present condensed consolidating financial information at December 31, 2002 and December 31, 2001 and for the years ended December 31, 2002, December 31, 2001 and December 31, 2000 for: (i) AmeriPath, Inc., (ii) on a combined basis, the subsidiaries of AmeriPath, Inc. that are guarantors of the Company's 10.5% Senior Subordinated Notes due 2013 (the "Subsidiary Guarantors") and (iii) on a combined basis, the subsidiaries of AmeriPath, Inc. that are not guarantors of the Company's 10.5% Senior Subordinated Notes due 2013 (the "Non-Guarantor Subsidiaries").

F-39

Condensed Consolidating Balance Sheets:

As of December 31, 2002			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents		$	—		$	(25	)	$	989					$	964
	Restricted cash			—			8,453			—						8,453
	Accounts receivable, net			92			72,913			17,881						90,886
	Inventories			312			1,511			—						1,823
	Other current assets			1,852			18,203			1,927						21,982
Total current assets				2,256			101,055			20,797						124,108
Property & equipment, net				1,540			24,360			226						26,126
Goodwill, net				—			250,834			26,503						277,337
Other identifiable intangible assets, net				—			244,827			30,392						275,219
Investment in subsidiaries				443,797			(6,630	)		—		$	(437,167	)		—
Other assets				1,130			4,046			494						5,670
		Total assets	$	448,723		$	618,492		$	78,412		$	(437,167	)	$	708,460
Liabilities and Stockholders' Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	4,683		$	41,645		$	9,058		$	(987	)	$	54,399
	Current portion of long-term debt			15			418			—			—			433
	Other current liabilities			2,692			1,812			—			987			5,491
		Total current liabilities		7,390			43,875			9,058			—			60,323
Revolving loan				113,190			—			—						113,190
Other long term debt, less current portion				—			2,630			—						2,630
Other liabilities				—			1,547			—						1,547
Deferred income tax liability				80			72,277			7,087						79,444
		Total long-term liabilities		113,270			76,454			7,087						196,811
	Intercompany (receivable) payable			242,823			(239,216	)		(3,607	)					—
Stockholders' equity:
	Common stock			620			1,616			27			(1,956	)		307
	Additional paid-in capital			306,870			14,954			1			(167	)		321,658
	Retained earnings			(222,250	)		720,809			65,846			(435,044	)		129,361
		Total stockholders' equity		85,240			737,379			65,874			(437,167	)		451,326
	Total liabilities and stockholders' equity		$	448,723		$	618,492		$	78,412		$	(437,167	)	$	708,460

F-40

Condensed Consolidating Balance Sheets:

As of December 31, 2001			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents		$	(3	)	$	2,762		$	449				$	3,208
	Restricted cash			1,600			—			—					1,600
	Accounts receivable, net			86			69,050			12,459					81,595
	Inventories			359			1,533			—					1,892
	Other current assets			1,974			11,796			1,988					15,758
Total current assets				4,016			85,141			14,896					104,053
Property & equipment, net				1,979			22,120			19					24,118
Goodwill, net				—			200,597			15,625					216,222
Other identifiable intangible assets, net				—			232,761			20,801					253,562
Investment in subsidiaries				336,394			(6,630	)		—	$	(329,764	)		0
Other assets				2,084			4,126			275					6,485
		Total assets	$	344,473		$	538,115		$	51,616	$	(329,764	)	$	604,440
Liabilities and Stockholders' Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	2,290		$	33,753		$	6,811				$	42,854
	Current portion of long-term debt			206			263			—					469
	Other current liabilities			3,910			—			—					3,910
		Total current liabilities		6,406			34,016			6,811					47,233
Revolving loan				90,000			—			—					90,000
Other long term debt, less current portion				—			2,853			—					2,853
Other liabilities				2,690			—			—					2,690
Deferred income tax liability				43			59,409			3,022					62,474
		Total long-term liabilities		92,733			62,262			3,022					158,017
	Intercompany (receivable) payable			146,591			(147,702	)		1,111					—
Stockholders' equity:
	Common stock			615			1,496			27	$	(1,836	)		302
	Additional paid-in capital			299,380			17,747			2		(2,961	)		314,168
	Retained earnings			(201,252	)		570,296			40,643		(324,967	)		84,720
		Total stockholders' equity		98,743			589,539			40,672		(329,764	)		399,190
	Total liabilities and stockholders' equity		$	344,473		$	538,115		$	51,616	$	(329,764	)	$	604,440

F-41

Condensed Consolidating Statements of Operations:

For the year-ended December 31, 2002			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net revenues			$	—		$	376,857		$	101,961		$	478,818
Cost of services				29			196,164			42,380			238,573
Selling, general and administrative expense				3,663			126,356			13,019			143,038
Amortization expense				—			10,208			1,181			11,389
Merger-related charges				2,836			—			—			2,836
Asset impairment and related charges				—			880			1,873			2,753
	Total operating costs and expense			6,528			333,608			58,453			398,589
Income (loss) from operations				(6,528	)		43,249			43,508			80,229
Other income (expense)
	Interest expense			(3,747	)		(269	)		—			(4,016	)
	Management fee(A)			—			43,580			(43,580	)		—
	Write-down of investment			(1,000	)		—			—			(1,000	)
	Other, net			99			377			72			548
		Total other income (expense), net		(4,649	)		43,688			(43,508	)		(4,468	)
Income (loss) before income taxes				(11,176	)		86,937			0			75,761
Benefit (provision) for income taxes				2,883			(33,950	)		(53	)		(31,120	)
Net income (loss)			$	(8,293	)	$	52,987		$	(53	)	$	44,641

(A)

In accordance with the applicable management fee agreements, the Guarantor Subsidiaries are the direct beneficiary of substantially all of the pre-tax income of the Non-Guarantor Subsidiaries.

F-42

For the year-ended December 31, 2001			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net revenue			$	—		$	343,050		$	75,682		$	418,732
Cost of services				—			171,629			28,473			200,102
Selling, general and administrative expense				2,631			106,752			10,760			120,143
Amortization expense				—			17,141			1,518			18,659
Merger-related charges				7,103			—			—			7,103
Asset impairment and related charges				—			3,809			—			3,809
	Total operating costs and expense			9,734			299,331			40,751			349,816
Income (loss) from operations				(9,734	)		43,719			34,931			68,916
Other income (expense)
	Interest expense			(16,047	)		(302	)		(1	)		(16,350	)
	Management fee(A)			—			34,962			(34,962	)		—
	Termination of interest rate swap agreement			(10,386	)		—			—			(10,386	)
	Other, net			35			78			32			145
		Total other income (expense), net		(26,398	)		34,738			(34,931	)		(26,591	)
Income (loss) before income taxes and extraordinary loss				(36,132	)		78,457			—			42,325
Benefit (provision) for income taxes				14,679			(32,507	)		(180	)		(18,008	)
Loss (income) before extraordinary loss				(21,453	)		45,950			(180	)		24,317
Extraordinary loss, net of tax benefit				(965	)		—			—			(965	)
Net (loss) income			$	(22,418	)	$	45,950		$	(180	)	$	23,352

(A)

In accordance with the applicable management fee agreements, the Guarantor Subsidiaries are the direct beneficiary of substantially all of the pre-tax income of the Non-Guarantor Subsidiaries.

F-43

For the year-ended December 31, 2000			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net revenue			$	—		$	287,461		$	42,633		$	330,094
Cost of services				—			147,782			15,608			163,390
Selling, general and administrative expense				2,490			83,332			6,629			92,451
Amortization expense				—			15,016			1,156			16,172
Merger-related charges				6,209			—			—			6,209
Asset impairment and related charges				—			9,562			—			9,562
	Total operating costs and expense			8,699			255,692			23,393			287,784
Income (loss) from operations				(8,699	)		31,769			19,240			42,310
Other income (expense)
	Interest expense			(15,138	)		(238	)		—			(15,376	)
	Management fee(A)			—			19,256			(19,256	)		—
	Other, net			(22	)		232			16			226
		Total other income (expense), net		(15,160	)		19,250			(19,240	)		(15,150	)
Income (loss) before income taxes				(23,859	)		51,019			—			27,160
Benefit (provision) for income taxes				7,888			(21,916	)		(40	)		(14,068	)
Net (loss) income				(15,971	)		29,103			(40	)		13,092
Induced conversion and accretion of preferred stock				(1,604	)		—			—			(1,604	)
Net (loss) income available to common stockholders			$	(17,575	)	$	29,103		$	(40	)	$	11,488

(A)

In accordance with the applicable management fee agreements, the Guarantor Subsidiaries are the direct beneficiary of substantially all of the pre-tax income of the Non-Guarantor Subsidiaries.

F-44

Condensed Consolidating Statements of Cash Flows:

For the year-ended December 31, 2002	AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows from operating activities:
Net (loss) income	$	(8,293	)	$	52,987		$	(53	)	$	44,641
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities		4,721			74,897			9,053			88,671
Changes in assets and liabilities (net of effects of acquisitions)		(22,895	)		(47,361	)		6,053			(64,203	)
Net cash (used in) provided by operating activities		(26,467	)		80,523			15,053			69,109
Cash flows used in investing activities		(1,299	)		(83,310	)		(14,513	)		(99,122	)
Cash flows provided by financing activities		27,769			—			—			27,769
Increase (decrease) in cash and cash equivalents		3			(2,787	)		540			(2,244	)
Cash and cash equivalents, beginning of period		(3	)		2,762			449			3,208
Cash and cash equivalents, end of period	$	—		$	(25	)	$	989		$	964

For the year-ended December 31, 2001	AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows from operating activities:
Net (loss) income	$	(22,418	)	$	45,950		$	(180	)	$	23,352
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities		11,558			67,965			4,674			84,197
Changes in assets and liabilities (net of effects of acquisitions)		6,638			(67,840	)		1,680			(59,522	)
Net cash (used in) provided by operating activities		(4,222	)		46,075			6,174			48,027
Cash flows used in investing activities		(2,449	)		(42,701	)		(5,994	)		(51,144	)
Cash flows (used in) provided by financing activities		5,036			(1,129	)		—			3,907
(Decrease) increase in cash and cash equivalents		(1,635	)		2,245			180			790
Cash and cash equivalents, beginning of period		1,632			517			269			2,418
Cash and cash equivalents, end of period	$	(3	)	$	2,762		$	449		$	3,208

F-45

For the year-ended December 31, 2000	AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows from operating activities:
Net (loss) income	$	(15,971	)	$	29,103		$	(40	)	$	13,092
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities		2,776			53,961			1,488			58,225
Changes in assets and liabilities (net of effects of acquisitions)		(13,871	)		(35,275	)		9,782			(39,364	)
Net cash (used in) provided by operating activities		(27,066	)		47,789			11,230			31,953
Cash flows used in investing activities		(5,186	)		(47,617	)		(11,420	)		(64,223	)
Cash flows (used in) provided by financing activities		33,793			(818	)		—			32,975
Increase (decrease) in cash and cash equivalents		1,541			(646	)		(190	)		705
Cash and cash equivalents, beginning of period		91			1,163			459			1,713
Cash and cash equivalents, end of period	$	1,632		$	517		$	269		$	2,418

F-46

AmeriPath, Inc.

Offer to Exchange

        $275,000,000 principal amount of its 10¹/2% Senior Subordinated Notes Due 2013, which have been registered under the Securities Act, for any and all of its outstanding 10¹/2% Senior Subordinated Notes Due 2013.

PROSPECTUS

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        AmeriPath, Inc. (the "Company") is incorporated under the laws of the State of Delaware. The certificate of incorporation and bylaws of the Company provide that the Company shall indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the "DGCL").

        Under Section 145 of the DGCL, a corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation's request) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee, or agent of the corporation (or other entity if such person is serving in such capacity at the corporation's request) against expenses (including attorneys' fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless a court determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper. Expenses (including attorneys' fees) incurred by a director or officer in defending any civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

        Consistent with Section 145 of the DGCL, Article V of the bylaws of the Company provides that the Company will indemnify any present or former director or officer of the Company against those expenses which are actually and reasonably incurred in connection with any action, suit or proceeding, pending or threatened, in which such person may be involved by reason of being or having been a director or officer of the corporation.

        In accordance with Section 102 (b)(7) of the DGCL, Article Sixth of the certificate of incorporation of the Company provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for transactions from which a director derives an improper personal benefit. No amendment to or repeal of Article Sixth of the certificate of incorporation will apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. No repeal or modification of Article Sixth of the certificate of incorporation will adversely affect any right of or protection afforded to a director of the Company existing immediately prior to such repeal or modification.

        Under Article V of the Company's bylaws, the Company may purchase and maintain insurance on behalf of its directors, officers, employees, or agents against any liabilities asserted against such persons whether or not the Company would have the power to indemnify such persons against such liability under the provisions of Article V. The Company carries standard directors and officers liability coverage for its directors and officers and the directors and officers of its subsidiaries. Subject to certain limitations and exclusions, the policies reimburse the Company for liabilities indemnified by the

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Company and indemnify directors and officers against additional liabilities not indemnified by the Company.

        Dermatopathology Servies, Inc. and Shoals Pathology Associates, Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Alabama and are subject to the provisions of the laws of the State of Alabama. Arizona Pathology Group, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Arizona and is subject to the provisions of the laws of the State of Arizona. AmeriPath New England, Inc., AmeriPath New York, Inc., AmeriPath Ohio, Inc., Dermpath, Inc., PathSOURCE, Inc. and TID Acquisition Corp., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Delaware and are subject to the provisions of the laws of the Delaware General Corporate Law described above. AmeriPath, LLC and API No. 2, LLC, which are subsidiaries of the Company and also registrants under this Registration Statement, are limited liability companies formed under the laws of the State of Delaware and are subject to the provisions of the laws of the State of Delaware. AmeriPath Consolidated Labs, Inc., AmeriPath Florida, Inc. and AmeriPath Marketing USA, Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Florida and are subject to the provisions of the laws of the State of Florida. AmeriPath Carrollton Labs, Inc., J. David Smith, M.D., Inc., Kailash B. Sharma, M.D., Inc., Katharine Liu, M.D., Inc., Ocmulgee Medical Pathology Association, Inc., O'Quinn Medical Pathology Association, Inc., Peter G. Klacsmann, M.D., Inc. and Sharon G. Daspit, M.D., Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Georgia and are subject to the provisions of the laws of the State of Georgia. Nuclear Medicine & Pathology Associates, which is a subsidiary of the Company and also a registrant under this Registration Statement, is a General Partnership under the laws of the State of Georgia and is subject to the provisions of the laws of the State of Georgia. AmeriPath Indiana, LLC, which is a subsidiary of the Company and also a registrant under this Registration Statement, is a limited liability company formed under the laws of the State of Indiana and is subject to the provisions of the laws of the State of Indiana. AmeriPath Kentucky, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Kentucky and is subject to the provisions of the laws of the State of Kentucky. AmeriPath Michigan, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Michigan and is subject to the provisions of the laws of the State of Michigan. AmeriPath Mississippi, Inc., Ben F Martin, M.D., F.C.A.P., Inc. and John H Parker, Jr., M.D., F.C.A.P., Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Mississippi and are subject to the provisions of the laws of the State of Mississippi. Columbus Pathology Associates, which is a subsidiary of the Company and also a registrant under this Registration Statement, is a general partnership formed under the laws of the State of Mississippi and is subject to the provisions of the laws of the State of Mississippi. AmeriPath Philadelphia, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of New Jersey and is subject to the provisions of the laws of the State of New Jersey. AmeriPath North Carolina, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of North Carolina and is subject to the provisions of the laws of the State of North Carolina. AmeriPath Cincinnati, Inc., AmeriPath Cleveland, Inc., AmeriPath PCC, Inc., AmeriPath Youngstown Labs, Inc. and AmeriPath Youngstown, Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Ohio and are subject to the provisions of the laws of the State of Ohio. Anatomic Pathology Services, Inc. and Diagnostic Pathology Management Services, Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Oklahoma and are subject to

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the provisions of the laws of the State of Oklahoma. AmeriPath Pennsylvania, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Pennsylvania and is subject to the provisions of the laws of the State of Pennsylvania. AmeriPath SC Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of South Carolina and is subject to the provisions of the laws of the State of South Carolina. California Pathology Consultants of America, Inc., CPA I, Inc., CPA II, Inc., Georgia Pathology Consultants of America, Inc., Pathology Consultants of America, Inc., PCA of Columbus, Inc., PCA of Denver, Inc., PCA of Los Gatos, Inc., PCA of Memphis, Inc., PCA of Nashville, Inc., PCA of St. Louis II, Inc., PCA Southeast II, Inc. and PCA/APR Acquisition Corp., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Tennessee and are subject to the provisions of the laws of the State of Tennessee. AmeriPath 5.01(a) Corporation, AmeriPath Lubbock 5.01(a) Corporation, AmeriPath PAT 5.01(a) Corporation, AmeriPath Severance 5.01(a) Corporation, Arlington Pathology Association 5.01(a) Corporation, DFW 5.01(a) Corporation, NAPA 5.01(a) Corporation, Pathology Affiliated Services, Inc., Simpson Pathology 5.01(a) Corporation and TXAR 5.01(a) Corporation, which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Texas and are subject to the provisions of the laws of the State of Texas. AmeriPath Texas, LP, which is a subsidiary of the Company and also a registrant under this Registration Statement, is a limited partnership formed under the laws of the State of Texas and is subject to the provisions of the laws of the State of Texas. 3-Gen Diagnostic Laboratories, Inc. and Strigen, Inc., which are subsidiaries of the Company and also registrants under this Registration Statement, are incorporated under the laws of the State of Utah and are subject to the provisions of the laws of the State of Utah. Rocky Mountain Pathology, L.L.C., which is a subsidiary of the Company and also a registrant under this Registration Statement, is a limited liability company formed under the laws of the State of Utah and is subject to the provisions of the laws of the State of Utah. AmeriPath, Wisconsin, Inc., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Wisconsin and is subject to the provisions of the laws of the State of Wisconsin.

        The directors, officers and members of all of the aforementioned subsidiaries of the Company are entitled to the rights under the DGCL described above. In addition, such directors, officers and members are also entitled to certain similar rights under the laws of the States of Alabama, Arizona, Florida, Georgia, Indiana, Kentucky, Michigan Mississippi, New Jersey, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah and Wisconsin, as the case may be. The certificate of incorporation, bylaws or other constituent documents of each of the aforementioned subsidiaries of the Company include similar provisions to those described above.

Item 21.    Exhibits and Financial Statement Schedules

(a)

Exhibits.
See Exhibit Index, which is incorporated by reference.

Item 22.    Undertakings

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

II-3

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

        (c)  The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (d)  The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH, INC.

/s/  JAMES C. NEW

James C. New
Chief Executive Officer

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JAMES C. NEW James C. New	Chief Executive Officer (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
/s/  PAUL B. QUEALLY Paul B. Queally	Director	April 30, 2003
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director	April 30, 2003
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director	April 30, 2003

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

3-GEN DIAGNOSTIC LABORATORIES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of 3-Gen Diagnostic Laboratories, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockerell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH CARROLLTON, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Carrollton, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH CINCINNATI, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Cincinnati, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  DAVID BARRON, M.D. David Barron, M.D.	Director	April 30, 2003

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH CLEVELAND, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Cleveland, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  DAVID BARRON, M.D. David Barron, M.D.	Director	April 30, 2003

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH CONSOLIDATED LABS, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Consolidated Labs, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH FLORIDA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Florida, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH INDIANA, LLC

/s/  JAMES C. NEW

By: AmeriPath, Inc.
Its: Sole Member
By: James C. New
Its: Chief Executive Officer

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of AmeriPath Indiana, LLC, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JAMES C. NEW James C. New	Chief Executive Officer of Sole Member (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Chief Financial Officer, Treasurer and Secretary of Sole Member (Principal Financial and Accounting Officer)	April 30, 2003

II-13

/s/  PAUL B. QUEALLY Paul B. Queally	Director of Sole Member	April 30, 2003
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director of Sole Member	April 30, 2003
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director of Sole Member	April 30, 2003

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH KENTUCKY, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Kentucky, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES P. BODNAR, M.D. James P. Bodnar, M.D.	Vice President and Director	April 30, 2003

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH LUBBOCK 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Lubbock 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockerell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH MARKETING USA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Marketing USA, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH MICHIGAN, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Michigan, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH MISSISSIPPI, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Mississippi, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH NEW ENGLAND, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath New England, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH NEW YORK, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath New York, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH NORTH CAROLINA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath North Carolina, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH OHIO, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Ohio, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH PAT 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath PAT 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockrell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH PCC, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath PCC, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  RICHARD LASH, M.D. Richard Lash, M.D.	Director	April 30, 2003

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH PENNSYLVANIA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Pennsylvania, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH PHILADELPHIA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Philadelphia, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH SC, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath SC, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  JIM E. BILLINGTON Jim E. Billington	Director	April 30, 2003

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH SEVERANCE 5.01(A) CORPORATION

/s/  TERRANCE A. MCBURNEY, M.D.

Terrance A. McBurney, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Severance 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
/s/  TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Director	April 30, 2003
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Director	April 30, 2003
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH TEXAS, LP

/s/  JAMES C. NEW

By: AmeriPath, LLC
Its: General Partner
By: AmeriPath, Inc.
Its: Sole Member
By: James C. New
Its: Chief Executive Officer

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of the general partner of AmeriPath Texas, LP, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JAMES C. NEW James C. New	Chief Executive Officer of General Partner (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Chief Financial Officer, Treasurer and Secretary of General Partner (Principal Financial and Accounting Officer)	April 30, 2003
/s/  PAUL B. QUEALLY Paul B. Queally	Director of General Partner	April 30, 2003
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director of General Partner	April 30, 2003
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director of General Partner	April 30, 2003

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH YOUNGSTOWN LABS, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Youngstown Labs, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  RICHARD LASH, M.D. Richard Lash, M.D.	Director	April 30, 2003

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH YOUNGSTOWN, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Youngstown, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  RICHARD LASH, M.D. Richard Lash, M.D.	Director	April 30, 2003

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH, LLC

/s/  JAMES C. NEW

By: AmeriPath, Inc.
Its: Sole Member
By: James C. New
Its: Chief Executive Officer

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of AmeriPath, LLC, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JAMES C. NEW James C. New	Chief Executive Officer of Sole Member (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Chief Financial Officer, Treasurer and Secretary of Sole Member (Principal Financial and Accounting Officer)	April 30, 2003
/s/  PAUL B. QUEALLY Paul B. Queally	Director of Sole Member	April 30, 2003
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director of Sole Member	April 30, 2003
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director of Sole Member	April 30, 2003

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

AMERIPATH, WISCONSIN, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath, Wisconsin, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

ANATOMIC PATHOLOGY SERVICES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Anatomic Pathology Services, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

API NO. 2., LLC

/s/  JAMES C. NEW

By: AmeriPath, LLC
Its: Sole Member
By: AmeriPath, Inc.
Its: Sole Member
By: James C. New
Its: Chief Executive Officer

POWER OF ATTORNEY

        The undersigned directors and officers the sole member of the sole member of API No. 2., LLC, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JAMES C. NEW James C. New	Chief Executive Officer of Sole Member (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Chief Financial Officer, Treasurer and Secretary of Sole Member (Principal Financial and Accounting Officer)	April 30, 2003
/s/  PAUL B. QUEALLY Paul B. Queally	Director of Sole Member	April 30, 2003
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director of Sole Member	April 30, 2003
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director of Sole Member	April 30, 2003

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

ARIZONA PATHOLOGY GROUP, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Arizona Pathology Group, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Arlington Pathology Association 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockrell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

BEN F. MARTIN, M.D., F.C.A.P., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Ben F. Martin, M.D., F.C.A.P., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of California Pathology Consultants of America, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

COLUMBUS PATHOLOGY ASSOCIATES

/s/  BRIAN C. CARR

By: CPA I, Inc.
Its: General Partner
By: Brian C. Carr
Its: President

/s/  BRIAN C. CARR

By: CPA II, Inc.
Its: General Partner
By: Brian C. Carr
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the general partners of Columbus Pathology Associates, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President of Columbus Pathology Associates and President and Director of CPA I, Inc. and CPA II, Inc., the general partners of Columbus Pathology Associates (Principal Executive Officer)	April 30, 2003

II-41

/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary of Columbus Pathology Associates and Vice President, Treasurer, Secretary and Director of CPA I, Inc. and CPA II, Inc., the general partners of Columbus Pathology Associates (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director of CPA I, Inc. and CPA II, Inc., the general partners of Columbus Pathology Associates	April 30, 2003

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

CPA I, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of CPA I, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

CPA II, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of CPA II, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

DERMATOPATHOLOGY SERVICES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Dermatopathology Services, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

DERMPATH, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Dermpath, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

DFW 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of DFW 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockerell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Diagnostic Pathology Management Services, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Georgia Pathology Consultants of America, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

J. DAVID SMITH, M.D., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of J. David Smith, M.D., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

JOHN H. PARKER, JR., M.D., F.C.A.P., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of John H. Parker, Jr., M.D., F.C.A.P., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

KAILASH B. SHARMA, M.D., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Kailash B. Sharma, M.D., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

KATHARINE LIU, M.D., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Katharine Liu, M.D., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

NAPA 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of NAPA 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockrell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES

/s/  BRIAN C. CARR

By: Sharon G. Daspit, M.D., Inc.
Its: General Partner
By: Brian C. Carr
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the general partner of Nuclear Medicine and Pathology Associates, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director of the General Partner of Nuclear Medicine and Pathology Associates (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director of the General Partner of Nuclear Medicine and Pathology Associates (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director of the General Partner of Nuclear Medicine and Pathology Associates	April 30, 2003

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Ocmulgee Medical Pathology Association, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

O'QUINN MEDICAL PATHOLOGY ASSOCIATION, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of O'Quinn Medical Pathology Association, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PATHOLOGY AFFILIATED SERVICES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Pathology Affiliated Services, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003
/s/  ALAN LEVIN, M.D. Alan Levin, M.D.	Director	April 30, 2003

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PATHOLOGY CONSULTANTS OF AMERICA, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Pathology Consultants of America, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PATHSOURCE, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PathSOURCE, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF COLUMBUS, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Columbus, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF DENVER, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Denver, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF LOS GATOS, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Los Gatos, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-63

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF MEMPHIS, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Memphis, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-64

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF NASHVILLE, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Nashville, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-65

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA OF ST. LOUIS II, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of St. Louis II, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-66

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA SOUTHEAST II, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA Southeast II, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-67

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PCA/APR ACQUISITION CORP.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA/APR Acquisition Corp., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-68

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

PETER G. KLACSMANN, M.D., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Peter G. Klacsmann, M.D., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-69

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

ROCKY MOUNTAIN PATHOLOGY, L.L.C.

/s/  BRIAN C. CARR

By: Strigen, Inc.
Its: Sole Member
By: Brian C. Carr
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of Rocky Mountain Pathology, L.L.C., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director of the Sole Member of Rocky Mountain Pathology, LLC (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Sole Manager of Rocky Mountain Pathology, LLC and Director of the Sole Member of Rocky Mountain Pathology, LLC (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director of the Sole Member of Rocky Mountain Pathology, LLC	April 30, 2003

II-70

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

SHARON G. DASPIT, M.D., INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Sharon G. Daspit, M.D., Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-71

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

SHOALS PATHOLOGY ASSOCIATES, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Shoals Pathology Associates, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-72

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

SIMPSON PATHOLOGY 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Simpson Pathology 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
Clay J. Cockrell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-73

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

STRIGEN, INC.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of Strigen, Inc., hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-74

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

TID ACQUISITION CORP.

/s/  BRIAN C. CARR

Brian C. Carr
President

POWER OF ATTORNEY

        The undersigned directors and officers of TID Acquisition Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  BRIAN C. CARR Brian C. Carr	President and Director (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JAMES C. NEW James C. New	Director	April 30, 2003

II-75

SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Riviera Beach, state of Florida, on April 30, 2003.

TXAR 5.01(A) CORPORATION

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of TXAR 5.01(a) Corporation, hereby appoint James C. New and Gregory A. Marsh, or either of them individually, as attorney-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-4 and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

Signature	Title	Date
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Chief Executive Officer, President and Chairman (Principal Executive Officer)	April 30, 2003
/s/  GREGORY A. MARSH Gregory A. Marsh	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 30, 2003
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Director	April 30, 2003
Clay J. Cockerell, M.D.	Director
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 30, 2003

II-76

EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger among AmeriPath Holdings, Inc. (f/k/a Amy Holding Company), Amy Acquisition Corp. and AmeriPath, Inc. dated as of December 8, 2002.
3.1	AmeriPath Inc.'s Amended and Restated Certificate of Incorporation.
3.2	AmeriPath, Inc.'s Amended and Restated Bylaws.
3.3	Articles of Incorporation of 3-GEN Diagnostic Laboratories, Inc., as amended.
3.4	By-Laws of 3-GEN Diagnostic Laboratories, Inc.
3.5	Articles of Incorporation of AmeriPath 5.01(a) Corporation.
3.6	Bylaws of AmeriPath 5.01(a) Corporation.
3.7	Articles of Incorporation of AmeriPath Carrollton, Inc.
3.8	AmeriPath Carrollton, Inc. Bylaws.
3.9	Certificate of Amended and Restated Articles of Incorporation of AmeriPath Cincinnati, Inc.
3.10	Code of Regulations of AmeriPath Cincinnati, Inc. (f/k/a Daniel F. Richfield, M.D., Inc.)
3.11	Articles of Incorporation of AmeriPath Cleveland, Inc. (f/k/a Beno Michel, M.D., Inc.), as amended
3.12	Code of Regulations of AmeriPath Cleveland, Inc. (f/k/a Beno Michel, M.D., Inc.)
3.13	Articles of Incorporation of AmeriPath Consolidated Labs, Inc.
3.14	Bylaws of AmeriPath Consolidated Labs, Inc.
3.15	Articles of Incorporation of AmeriPath Florida, Inc. (f/k/a D&P Pathology, Inc.)
3.16	By-Laws of AmeriPath Florida, Inc.
3.17	Articles of Organization of AmeriPath Indiana, LLC.
3.18	Operating Agreement of AmeriPath Indiana, LLC.
3.19	Articles of Incorporation of AmeriPath Kentucky, Inc. (f/k/a Technical Pathology Services, Inc.), as amended
3.20	By-Laws of AmeriPath Kentucky, Inc. (f/k/a Technical Pathology Services, Inc.)
3.21	Articles of Incorporation of AmeriPath Lubbock 5.01(a) Corporation.
3.22	Bylaws of AmeriPath Lubbock 5.01(a) Corporation.
3.23	Articles of Incorporation of AmeriPath Marketing USA, Inc.
3.24	Bylaws of AmeriPath Marketing USA, Inc.
3.25	Restated Articles of Incorporation of AmeriPath Michigan, Inc. (f/k/a J.J. Humes, M.D. and Associates, P.C.)
3.26	Bylaws of AmeriPath Michigan, Inc. (f/k/a J.J. Humes, M.D. and Associates, P.C.)
3.27	Amended and Restated Articles of Incorporation of AmeriPath Mississippi, Inc. (f/k/a Sturgis, Samson & Henderson Pathology Laboratory, P.A.)
3.28	Bylaws of AmeriPath Mississippi, Inc. (f/k/a Sturgis, Henderson & Proctor Pathology Laboratory, P.A.)
3.29	Certificate of Incorporation of AmeriPath New England, Inc. (f/k/a PathSOURCE—New England, Inc.), as amended.
3.30	By-Laws of AmeriPath New England, Inc. (f/k/a PathSOURCE—New England, Inc.)
3.31	Certificate of Incorporation of AmeriPath New York, Inc. (f/k/a AmeriPath NY Labs, Inc.), as amended.
3.32	Bylaws of AmeriPath New York, Inc. (f/k/a AmeriPath NY Labs, Inc.)

II-77

3.33	Amended and Restated Articles of Incorporation of AmeriPath North Carolina, Inc. (f/k/a H. Michael Jones, M.D., P.A.)
3.34	Amended and Restated Bylaws of AmeriPath North Carolina, Inc. (f/k/a H. Michael Jones, M.D., P.A.)
3.35	Certificate of Incorporation of AmeriPath Ohio, Inc.
3.36	Bylaws of AmeriPath Ohio, Inc.
3.37	Articles of Incorporation of AmeriPath PAT 5.01(a) Corporation.
3.38	Bylaws of AmeriPath PAT 5.01(a) Corporation.
3.39	Articles of Incorporation of AmeriPath PCC, Inc. (f/k/a Siegler, Vareska & Associates, Inc.), as amended.
3.40	Regulations of AmeriPath PCC, Inc. (f/k/a Siegler, Vareska & Associates, Inc.)
3.41	Articles of Incorporation of AmeriPath Pennsylvania, Inc. (f/k/a The Dermatopathology, P.C.), as amended.
3.42	AmeriPath Pennsylvania, Inc. By-Laws (f/k/a The Dermatopathology, P.C.)
3.43	Certificate of Incorporation of AmeriPath Philadelphia, Inc. (f/k/a Consulting Pathologists, P.A.), as amended.
3.44	Amended and Restated By-Laws of AmeriPath Philadelphia, Inc. (f/k/a Consulting Pathologists, P.A.)
3.45	Articles of Incorporation of AmeriPath SC, Inc.
3.46	Bylaws of AmeriPath SC, Inc.
3.47	Articles of Incorporation of AmeriPath Severance 5.01(a) Corporation.
3.48	Bylaws of AmeriPath Severance 5.01(a) Corporation.
3.49	Certificate of Limited Partnership of AmeriPath Texas, LP.
3.50	Limited Partnership Agreement of AmeriPath Texas, LP.
3.51	Articles of Incorporation of AmeriPath Youngstown Labs, Inc. (f/k/a Mahoning Medical Laboratories, Inc.), as amended.
3.52	Amended and Restated Code of Regulations of AmeriPath Youngstown Labs, Inc. (f/k/a Mahoning Medical Laboratories, Inc.)
3.53	Articles of Incorporation of AmeriPath Youngstown, Inc. (f/k/a Consultant Pathology Associates, Inc.), as amended.
3.54	Code of Regulations of Youngstown, Inc. (f/k/a Consultant Pathology Associates, Inc.)
3.55	Certificate of Formation of AmeriPath, LLC.
3.56	Limited Liability Company Agreement of AmeriPath, LLC.
3.57	Articles of Incorporation of AmeriPath, Wisconsin, Inc. (f/k/a Consultant Physicians in Pathology, S.C.), as amended.
3.58	Amended and Restated Bylaws of AmeriPath, Wisconsin, Inc.
3.59	Amended Certificate of Incorporation of Anatomic Pathology Services, Inc. (f/k/a Anatomic Pathology Processing Services, Inc.)
3.60	Bylaws of Anatomic Pathology Services, Inc. (f/k/a Anatomic Pathology Processing Services, Inc.)
3.61	Certificate of Formation of API No. 2, LLC.
3.62	Limited Liability Company Agreement of API No. 2, LLC.
3.63	Articles of Incorporation of Arizona Pathology Group, Inc. (f/k/a Arizona Pathology Group, P.C.), as amended.
3.64	Bylaws of Arizona Pathology Group, Inc.

II-78

3.65	Articles of Incorporation of Arlington Pathology Association 5.01(a) Corporation.
3.66	Bylaws of Arlington Pathology Association 5.01(a) Corporation.
3.67	Articles of Incorporation of Ben F. Martin, M.D., F.C.A.P., Inc. (f/k/a Benf F. Martin, M.D., F.C.A.P., P.A.), as amended.
3.68	Ben F. Martin, M.D., F.C.A.P., Inc. Amended and Restated Bylaws.
3.69	Charter of California Pathology Consultants of America, Inc.
3.70	California Pathology Consultants of America, Inc. Bylaws.
3.71	Partnership Agreement of Columbus Pathology Associates, as amended.
3.72	Charter of CPA I, Inc.
3.73	CPA I, Inc. Bylaws.
3.74	Charter of CPA II, Inc.
3.75	CPA II, Inc. Bylaws.
3.76	Articles of Incorporation of Dermatopathology Services, Inc. (f/k/a Dermatopathology Services, P.C.), as amended.
3.77	By Laws of Dermatopathology Services, Inc. (f/k/a Dermatopathology Services, P.C.)
3.78	Certificate of Incorporation of Dermpath, Inc. (f/k/a Dermpath Acquisition Corp.), as amended.
3.79	Dermpath, Inc. (f/k/a Dermpath Acquisition Corp.) By-Laws.
3.80	Articles of Incorporation of DFW 5.01(a) Corporation.
3.81	Bylaws of DFW 5.01(a) Corporation.
3.82	Certificate of Incorporation of Diagnostic Pathology Management Services, Inc.
3.83	By Laws of Diagnostic Pathology Management Services, Inc.
3.84	Charter of Georgia Pathology Consultants of America, Inc.
3.85	Bylaws of Georgia Pathology Consultants of America, Inc.
3.86	Articles of Incorporation of J. David Smith, M.D., Inc. (f/k/a J. David Smith, M.D., P.C.), as amended.
3.87	Amended and Restated Bylaws of J. David Smith, M.D., Inc. (f/k/a J. David Smith, M.D., P.C.)
3.88	Articles of Incorporation of John H. Parker, Jr., M.D., F.C.A.P., Inc. (f/k/a John H. Parker, Jr., M.D., F.C.A.P., P.C.), as amended.
3.89	John H. Parker, Jr., M.D., F.C.A.P., Inc. Amended and Restated Bylaws (f/k/a John H. Parker, Jr., M.D., F.C.A.P., P.C.)
3.90	Articles of Incorporation of Kailash B. Sharma, M.D., Inc. (f/k/a Kailash B. Sharma, M.D., P.C.), as amended.
3.91	Amended and Restated Bylaws of Kailash B. Sharma, M.D., Inc. (f/k/a Kailash B. Sharma, M.D., P.C.)
3.92	Articles of Incorporation of Katharine Liu, M.D., Inc. (f/k/a Katherine Liu, M.D., P.C.), as amended.
3.93	Amended and Restated Bylaws of Katharine Liu, M.D., Inc. (f/k/a Katherine Liu, M.D., P.C.)
3.94	Articles of Incorporation of NAPA 5.01(a) Corporation (f/k/a AmeriPath Texarkana 5.01(a) Corporation), as amended.
3.95	Bylaws of NAPA 5.01(a) Corporation (f/k/a AmeriPath Texarkana 5.01(a) Corporation).
3.96	Amended and Restated Partnership Agreement of Nuclear Medicine and Pathology Associates.

II-79

3.97	Articles of Incorporation of Ocmulgee Medical Pathology Association, Inc. (f/k/a Ocmulgee Medical Pathology Association, P.A.), as amended.
3.98	Ocmulgee Medical Pathology Association, Inc. (f/k/a Ocmulgee Medical Pathology Association, P.A.) By-Laws, as amended.
3.99	Articles of Incorporation of O'Quinn Medical Pathology Association, Inc. (f/k/a James L. O'Quinn, M.D., P.C.), as amended.
3.100	Amended and Restated Bylaws of O'Quinn Medical Pathology Association, Inc. (f/k/a James L. O'Quinn, M.D., P.C.)
3.101	Articles of Incorporation of Pathology Affiliated Services, Inc. (f/k/a Pathology Affiliated Services, L.L.C.)
3.102	Pathology Affiliated Services, Inc. (f/k/a Pathology Affiliated Services, L.L.C.) Bylaws.
3.103	Amended and Restated Charter of Pathology Consultants of America, Inc.
3.104	Pathology Consultants of America, Inc. Amended and Restated Bylaws.
3.105	Amended and Restated Certificate of Incorporation of PathSOURCE, Inc. (f/k/a Pathcor, Inc.)
3.106	PathSOURCE, Inc. (f/k/a Pathcor, Inc.) Amended and Restated Bylaws.
3.107	Articles of Incorporation of PCA of Columbus, Inc.
3.108	PCA of Columbus, Inc. Bylaws.
3.109	Charter of PCA of Denver, Inc.
3.110	PCA of Denver, Inc. Bylaws.
3.111	Charter of PCA of Los Gatos, Inc.
3.112	PCA of Los Gatos, Inc. Bylaws.
3.113	Charter of PCA of Memphis, Inc.
3.114	PCA of Memphis, Inc. Bylaws.
3.115	Charter of PCA of Nashville, Inc.
3.116	PCA of Nashville, Inc. Bylaws.
3.117	Charter of PCA of St. Louis II, Inc.
3.118	PCA of St. Louis II, Inc. Bylaws.
3.119	Charter of PCA Southeast II, Inc.
3.120	PCA Southeast II, Inc. Bylaws.
3.121	Charter of PCA/APR Acquisition Corp.
3.122	PCA/APR Acquisition Corp. Bylaws.
3.123	Articles of Incorporation of Peter G. Klacsmann, M.D., Inc. (f/k/a Peter G. Klacsmann, M.D., P.C.)
3.124	Amended and Restated Bylaws of Peter G. Klacsmann, M.D., Inc. (f/k/a Peter G. Klacsmann, M.D., P.C.)
3.125	Articles of Organization of Rocky Mountain Pathology, L.L.C.
3.126	Operating Agreement of Rocky Mountain Pathology, L.L.C.
3.127	Articles of Incorporation of Sharon G. Daspit, M.D., Inc. (f/k/a Sharon G. Daspit, M.D., P.C.), as amended.
3.128	Amended and Restated Bylaws of Sharon G. Daspit, M.D., Inc. (f/k/a Sharon G. Daspit, M.D., P.C.)
3.129	Articles of Incorporation of Shoals Pathology Associates, Inc. (f/k/a Shoals Pathology Associates, P.C.), as amended.

II-80

3.130	Bylaws of Shoals Pathology Associates, Inc.
3.131	Articles of Incorporation of Simpson Pathology 5.01(a) Corporation (f/k/a C.B. Simpson, M.D. and Associates).
3.132	Bylaws of Simpson Pathology 5.01(a) Corporation.
3.133	Articles of Incorporation of Strigen, Inc., as amended.
3.134	Bylaws of Strigen, Inc.
3.135	Certificate of Incorporation of TID Acquisition Corp.
3.136	TID Acquisition Corp. By-Laws.
3.137	Articles of Incorporation of TXAR 5.01(a) Corporation.
3.138	Bylaws of TXAR 5.01(a) Corporation.
4.1	Indenture with respect to the 10.50% Senior Subordinated Notes due 2013 between AmeriPath, Inc., AmeriPath Holdings, Inc., the Subsidiary Guarantors listed on the signature pages thereto and U.S. Bank, National Association as Trustee, dated March 27, 2003.
4.2	Form of 10.50% Senior Subordinated Notes due 2013 (included in exhibit 4.1).
5.1*	Opinion of Reboul, MacMurray, Hewitt & Maynard regarding the validity of the exchange notes.
10.1	Purchase Agreement among Amy Acquisition Corp., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., and Wachovia Securities, Inc., dated March 27, 2003
10.2	Registration Rights Agreement among AmeriPath, Inc., AmeriPath Holdings, Inc., each of the Subsidiary Guarantors listed thereto, Credit Suisse First Boston LLC, Deutsche Bank Securities Inc. and Wachovia Securities,  Inc., dated March 27, 2003.
10.3	Credit Agreement dated as of March 27, 2003, among AmeriPath, Inc., AmeriPath Holdings, Inc., The Lenders Named Therein and Credit Suisse First Boston, as Administrative Agent and Collateral Agent with Credit Suisse First Boston and Deutsche Bank Securities, Inc. as Joint Bookrunners and Joint Lead Arrangers.
10.4	Guarantee and Collateral Agreement dated as of March 27, 2003, among AmeriPath, Inc., AmeriPath Holdings, Inc., the Subsidiaries of AmeriPath, Inc. identified therein and Credit Suisse First Boston, as Collateral Agent.
10.5	Agreement for Professional Pathology Services between SmithKline Beecham Clinical Laboratories, Inc. and Derrick and Associates Pathology, P.A., dated April 1, 1992 (incorporated by reference to the exhibit reference and filed with the AmeriPath, Inc. Form S-1 (File No. 333-34265), effective October 21, 1997).
10.6	Agreement for Medical Directorship between SmithKline Beecham Clinical Laboratories, Inc. and Derrick and Associates Pathology, P.A., dated April 1, 1992 (incorporated by reference to the exhibit reference and filed with the AmeriPath, Inc. Form S-1 (File No. 333-34265), effective October 21, 1997).
10.7	Agreement for Professional Pathology Services between SmithKline Beecham Clinical Laboratories, Inc. and AmeriPath Florida, Inc., dated November 1, 1996 (incorporated by reference to the exhibit reference and filed with the AmeriPath, Inc. Form S-1 (File No. 333-34265), effective October 21, 1997).
10.8	AmeriPath Holdings, Inc. and its Subsidiaries 2003 Stock Option and Restricted Stock Option Plan.
10.9	Reserved for future use.
10.10	Reserved for future use.
10.11	Reserved for future use.

II-81

10.12	Reserved for future use.
10.13	Reserved for future use.
10.14	Amended and Restated Employment, dated December 8, 2002, by and between AmeriPath, Inc. and James C. New.
10.15	Employment Agreement, dated November 30, 2000, as amended April 1, 2001, and further amended on December 6, 2002, by and between AmeriPath, Inc. and Brian C. Carr.
10.16	Employment Agreement, dated as of April 1, 2001, as amended December 8, 2002 and further amended March 26, 2003, by and between AmeriPath, Inc. and Gregory A. Marsh.
10.17	Employment Agreement, dated October 1, 1985, as amended June 15, 1995, as Restated December 1, 1997, as amended and assigned on June 11, 2001, as further amended December 8, 2002, as further amended March 26, 2003, by and between AmeriPath, Inc. and Dennis M. Smith, Jr., M.D.
10.18	Employment Agreement dated as of April 1, 2001, as amended December 8, 2002, as further amended March 26, 2003, by and between AmeriPath, Inc. and Stephen V. Fuller.
12.1	Statements re Computation of Ratios (included in the financial statements of AmeriPath, Inc.)
21.1	Subsidiaries of AmeriPath, Inc.
23.1*	Consent of Reboul, MacMurray, Hewitt & Maynard (see Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
23.3	Consent of Deloitte & Touche LLP
24.1	Powers of Attorney (see signature pages of the Registration Statement)
25.1	Statement on Form T-1 as to the Eligibility of the Trustee
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Registered Holder and/or Book-Entry Transfer Facility Participant
99.4*	Letter to Our Clients
99.5*	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9

*

To be filed by amendment.

II-82

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
THE TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
DESCRIPTION OF THE EXCHANGE NOTES
CONTINGENT NOTES AND THE CASH COLLATERAL ACCOUNT
BOOK-ENTRY; DELIVERY AND FORM
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS
Report of Ernst & Young Independent Auditors
INDEPENDENT AUDITORS' REPORT
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In Thousands, Except Per Share Amounts)
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Amounts)
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY (In Thousands)
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands)
AMERIPATH, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in Thousands Unless Otherwise Indicated, Except Per Share Amounts)
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX

EX-2.1

                                                                     EXHIBIT 2.1

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

                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                              AMY HOLDING COMPANY,

                              AMY ACQUISITION CORP.

                                       AND

                                 AMERIPATH, INC.

                          Dated as of December 8, 2002

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



                                TABLE OF CONTENTS



                                                                                                   Page
                                                                                                   ----
                                                                                                 
ARTICLE I      THE MERGER............................................................................1

     1.1    The Merger...............................................................................1

     1.2    Closing..................................................................................2

     1.3    Effective Time of the Merger.............................................................2

     1.4    Effects of the Merger....................................................................2

ARTICLE II     EFFECT OF THE MERGER ON THE OUTSTANDING
               SECURITIES OF THE CONSTITUENT CORPORATIONS;
               EXCHANGE PROCEDURES...................................................................2

     2.1    Effect on Capital Stock..................................................................2

     2.2    Exchange of Certificates.................................................................4

     2.3    Effect of the Merger on Options and Warrants.............................................6

ARTICLE III   REPRESENTATIONS AND WARRANTIES.........................................................7

     3.1    Representations and Warranties of the Company............................................7

     3.2    Representations and Warranties of Parent and
              Acquisition...........................................................................31

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS................................................34

     4.1    Affirmative Covenants of the Company....................................................34

     4.2    Negative Covenants of the Company.......................................................35

ARTICLE V ADDITIONAL AGREEMENTS.....................................................................38

     5.1    Access to Information; Confidentiality..................................................38

     5.2    No Solicitation.........................................................................38

     5.3    Fees and Expenses.......................................................................40

     5.4    Brokers or Finders......................................................................42

     5.5    Indemnification; Directors' and Officers' Insurance.....................................42

     5.6    Reasonable Best Efforts.................................................................43

     5.7    Publicity ..............................................................................44

     5.8    Consents and Approvals; State Takeover Laws.............................................44

     5.9    Notification of Certain Matters.........................................................45

     5.10   Continuation of Employee Benefits.......................................................45

     5.11   Preparation of the Proxy Statement; Special Meeting ....................................46

     5.12   Consequences If Rights Are Triggered....................................................47


                                        i


                                                                                                 
ARTICLE VI     CONDITIONS PRECEDENT ................................................................47

     6.1    Conditions to Each Party's Obligation to Effect the Merger..............................47

     6.2    Conditions to the Obligation of Parent and Acquisition to Effect the Merger ............48

     6.3    Conditions to Obligation of the Company to Effect the Merger............................49

ARTICLE VII    TERMINATION AND ABANDONMENT..........................................................50

     7.1    Termination and Abandonment.............................................................50

     7.2    Effect of Termination...................................................................51

 ARTICLE VIII MISCELLANEOUS.........................................................................52

     8.1    Survival of Representations, Warranties, Covenants and Agreements ......................52

     8.2    Specific Performance....................................................................52

     8.3    Notices ................................................................................52

     8.4    Interpretation..........................................................................53

     8.5    Counterparts............................................................................54

     8.6    Entire Agreement; No Third Party Beneficiaries..........................................54

     8.7    Amendment ..............................................................................54

     8.8    Waiver .................................................................................54

     8.9    Governing Law...........................................................................55

     8.10   Submission to Jurisdiction..............................................................55

     8.11   Assignment..............................................................................55

     8.12   Severability............................................................................55



                                       ii


                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2002 (this
"AGREEMENT") is made and entered into by and among AMY HOLDING COMPANY, a
Delaware corporation ("PARENT"), AMY ACQUISITION CORP., a Delaware corporation
("ACQUISITION"), and AMERIPATH, INC., a Delaware corporation (the "COMPANY").

                                    RECITALS

     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 "SPECIAL COMMITTEE") 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 "MERGER") pursuant to
Section 251 of the Delaware General Corporation Law (the "DGCL") upon the terms
and subject to the conditions set forth herein;

     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

     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.

                                    AGREEMENT

     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:

                                    ARTICLE I

                                   THE MERGER

     1.1     THE MERGER. 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
"Ameripath, Inc." 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 "CONSTITUENT CORPORATIONS"
and, as the context requires, the Company is sometimes hereinafter referred to
as the "SURVIVING CORPORATION."



     1.2     CLOSING. Unless this Agreement shall have been terminated and
the Merger shall have been abandoned pursuant to Section 7.1, the consummation
of the Merger (the "CLOSING") 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 VI (and, in any event, not less than two
business days following the satisfaction and/or waiver of all such conditions)
(the "CLOSING DATE"), at the offices of Reboul, MacMurray, Hewitt & Maynard, 45
Rockefeller Plaza, New York, New York 10111, unless another date, time or place
is agreed to in writing by the parties hereto.

     1.3     EFFECTIVE TIME OF THE MERGER. At Closing, the parties hereto
shall cause the Merger to be consummated by filing a certificate of merger (the
"CERTIFICATE OF MERGER") 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 "EFFECTIVE TIME").

     1.4     EFFECTS OF THE MERGER.

             (a)  The Merger shall have the effects set forth in this
Agreement, the Certificate of Merger and the applicable provisions of the DGCL.

             (b)  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's Certificate of Incorporation and Bylaws.

             (c)  Subject to Section 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.

             (d)  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.

                                   ARTICLE II

               EFFECT OF THE MERGER ON THE OUTSTANDING SECURITIES
              OF THE CONSTITUENT CORPORATIONS; EXCHANGE PROCEDURES

     2.1     EFFECT ON CAPITAL STOCK. 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 "COMPANY COMMON
STOCK") or Parent:

             (a)  COMMON STOCK OF ACQUISITION. Each share of common stock,
par value $.01 per share, of Acquisition (the "ACQUISITION COMMON STOCK") issued
and outstanding

                                        2


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.

             (b)  CANCELLATION OF TREASURY STOCK AND COMPANY COMMON STOCK
OWNED_BY PARENT OR ACQUISITION. 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 "EXCLUDED SHARES"),
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.

             (c)  CONVERSION OF COMPANY COMMON STOCK. 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 "MERGER CONSIDERATION").

             (d)  DISSENTING SHARES. 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's shares as determined in accordance with Section 262 of the
DGCL ("DISSENTING SHARES") 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'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 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 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.

             (e)  CANCELLATION AND RETIREMENT OF COMPANY COMMON STOCK. 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 2.1(c) (the "CERTIFICATES") 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 2.2(b).

                                        3


             (f)  CERTAIN ADJUSTMENTS. 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.

     2.2     EXCHANGE OF CERTIFICATES.

             (a)  PAYING AGENT. Prior to the Effective Time, Parent shall
appoint a bank or trust company reasonably acceptable to the Company to act as
paying agent (the "PAYING AGENT") 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 II, the
aggregate Merger Consideration (such cash consideration being hereinafter
referred to as the "MERGER FUND"). 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.

             (b)  EXCHANGE PROCEDURES. 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 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 "Certificates" shall be deemed to include 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

                                        4


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 2.1. No interest will be paid or will
accrue on any cash payable as Merger Consideration.

             (c)  NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK
EXCHANGED FOR CASH. All cash paid upon the surrender for exchange of
Certificates representing shares of Company Common Stock in accordance with the
terms of this Article 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 II.

             (d)  TERMINATION OF MERGER FUND. Any portion of the Merger
Fund which remains undistributed to the holders of Certificates for 270 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
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, "LAWS" 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's Subsidiaries or their respective
properties or assets.

             (e)  NO LIABILITY. 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.

             (f)  INVESTMENT OF MERGER FUND. 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, "CASH EQUIVALENTS" means, as of any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States government or (b) issued by any
agency of the

                                        5


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) 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 time of the acquisition thereof, the highest rating
obtainable from either Standard & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("MOODY'S"); (iii) 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-l from S&P or at least P-l from
Moody's; (iv) 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) is at least "adequately capitalized" (as defined in the regulations of its
primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100,000,000; and (v) shares of any money
market mutual fund that (a) has at least 95% of its assets invested continuously
in the types of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the highest rating
obtainable from either S&P or Moody's.

             (g)  WITHHOLDING RIGHTS. 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
"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 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.

             (h)  LOST CERTIFICATES. 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.

     2.3     EFFECT OF THE MERGER ON OPTIONS AND WARRANTS. (a) Each of the
Company's stock option plans, programs and arrangements (the "STOCK PLANS") and
outstanding options to acquire shares of Company Common Stock (the "COMPANY
STOCK OPTIONS"), 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 2.3(a).

             (b)  Subject to Section 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

                                        6


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) the
excess, if any, of (x) the per share Merger Consideration over (y) the exercise
price per share of Common Stock subject to such Company Stock Option, multiplied
by (ii) the number of shares of Common Stock for which such Company Stock Option
shall not theretofore have been exercised.

             (c)  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.

             (d)  All outstanding warrants to acquire shares of Company
Common Stock (the "COMPANY WARRANTS"), including information concerning the
holders thereof, the number of shares subject thereto and the exercise prices
thereof, are set forth on SCHEDULE 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) the excess, if any, of the Merger
Consideration per share over the exercise price per share of such Company
Warrant and (2) the number of shares of Company Common Stock subject to such
Company Warrant.

             (e)  The Surviving Corporation shall be entitled to deduct and
withhold from the amounts otherwise payable pursuant to this Section 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.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     3.1     REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to Parent and Acquisition as follows:

             (a)  ORGANIZATION, STANDING AND POWER. Each of the Company and
its Subsidiaries (as defined below) is (y) 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

                                        7


being conducted, and (z) 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 3.1(a). As used in this
Agreement, (1) "COMPANY MATERIAL ADVERSE EFFECT" shall mean (A) 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) 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) conditions, events or circumstances (other than
changes or proposed changes in health care Laws) affecting either (x) the United
States economy generally or (y) the clinical or anatomic pathology laboratory
industry generally, which in the case of clause (x) and (y) does not have a
material disproportionate effect on the Company and its Subsidiaries, taken as a
whole, (2) 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) changes in
generally accepted accounting principals or in Securities and Exchange
Commission ("SEC") accounting rules, policies, 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) 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) 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)
"PARENT MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the
ability of Parent or Acquisition to perform its obligations under this
Agreement; (iii) "SUBSIDIARY" 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) 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) of which at least 50% of
the equity interests (or economic equivalent) of such corporation, partnership,
limited liability company, trust, joint venture or

                                        8


other organization are, directly or indirectly, owned or controlled by such
party or by one or more of its Subsidiaries, or (D) 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)"COMPANY MANAGED PRACTICES" 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 & Bramlett, PLLC; and Raleigh
Pathology Resources, Inc.; and (v) "PERSON" shall mean any natural person, firm,
individual, partnership, joint venture, business trust, trust, association,
corporation, company, unincorporated entity or other entity.

             (b)  CAPITAL STRUCTURE.

                  (i)    THE COMPANY. The authorized capital stock of the
     Company consists of 65,000,000 shares of stock of which (A) 60,000,000
     shares are Company Common Stock and (B) 5,000,000 shares are Preferred
     Stock, par value $.01 per share (the "PREFERRED STOCK"). As of the close of
     business on December 6, 2002 (the "CAPITALIZATION DATE"), 30,661,075 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's treasury; 2,338,230 shares of Company Common Stock
     were reserved for issuance pursuant to the outstanding Company Stock
     Options; 1,285 shares of Company Common Stock were reserved for issuance
     upon exercise of the outstanding Company Warrants; and there were
     outstanding rights ("RIGHTS") with respect to 30,661,075 one
     one-thousandths of a share of Series A Junior Participating Preferred Stock
     of the Company under the Rights Agreement dated as of April 8, 1999 between
     the Company and American Stock Transfer and Trust Company (the "RIGHTS
     AGREEMENT"). 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 Capitalization Date. Except as set
     forth above or on SCHEDULE 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,

                                        9


     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 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 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.

                  (ii)   AGREEMENTS RELATING TO CAPITAL STOCK. Except as
     set forth in this Agreement or on SCHEDULE 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' agreements and
     voting agreements to which the Company or any of its Subsidiaries is a
     party are identified on SCHEDULE 3.1(b)(ii).

                  (iii)  SUBSIDIARIES. 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 3.1(b)(iii). Except as described
     on SCHEDULE 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, "LIENS"). 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 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.

                  (iv)   INVESTMENTS. Except for the capital stock or other
     ownership interests of its Subsidiaries, and except as set forth on
     SCHEDULE 3.1(b)(iv), the Company does not own, directly or indirectly, (i)
     any shares of outstanding capital stock or

                                       10


     securities convertible into or exchangeable for capital stock of any other
     corporation or (ii) 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 any corporation,
     partnership, limited liability company, joint venture or other entity,
     association or business enterprise.

             (c)  AUTHORITY: NO VIOLATIONS; CONSENTS AND APPROVALS.

                  (i)    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 "COMPANY STOCKHOLDER APPROVAL"), to consummate the
     transactions contemplated by this Agreement. The Company'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) applicable bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or other similar Laws now
     or hereafter in effect relating to creditors' rights generally and (B)
     general principles of equity (regardless of whether enforceability is
     considered in a proceeding at law or in equity).

                  (ii)   Except as set forth on SCHEDULE 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) 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 "Violation"), 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) result in any Violation of
     (1) 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) assuming that all consents, approvals,
     authorizations and other actions described in Section 3.l(c)(iii) have been
     obtained and all filings and other obligations described in
     Section 3.l(c)(iii) have been made, any Laws applicable to the Company or
     any of its Subsidiaries or their respective properties or assets, or (3)
     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 (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

                                       11


     Agreement, "ORDER" 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's Subsidiaries or
     their respective properties or assets.

                  (iii)  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 "GOVERNMENTAL ENTITY"), 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) 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 "HSR ACT"), (B) the filing with the SEC of (1) a proxy
     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 14A promulgated under
     the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") (such
     proxy statement as amended or supplemented from time to time being
     hereinafter referred to as the "PROXY STATEMENT") and (2) 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) 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) compliance with any applicable requirements of state
     blue sky, securities or takeover Laws or Nasdaq or stock exchange listing
     requirements; (E) those items listed on SCHEDULE 3.1(c)(iii); and (F) 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.

             (d)  DISCLOSURE DOCUMENTS. 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 31, 1998 (the "COMPANY SEC DOCUMENTS"), which are all the
documents that the Company was required to file with the SEC since December 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 "SECURITIES ACT") 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

                                       12


and regulations of the SEC with respect thereto, were prepared in accordance
with generally accepted accounting principles ("GAAP") 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 10Q or
Rule 10-01 of Regulation 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 10-01,
and any other adjustments described therein).

             (e)  INFORMATION SUPPLIED. 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 "MEETING DATE") 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.

             (f)  COMPLIANCE WITH LAWS AND PERMITS GENERALLY. 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 "COMPANY PERMIT") 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 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'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 "COMPLIANCE
PROGRAM") and all similar documents relating to any other body established by
the Company for the purpose of monitoring

                                       13


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.

             (g)  LICENSES, AUTHORIZATIONS AND PROVIDER PERMITS.

                  (i)    Except as set forth on SCHEDULE 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) 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) where required, is certified for participation and
     reimbursement under Titles XVIII and XIX of the Social Security Act (the
     "MEDICARE AND MEDICAID PROGRAMS" 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 "GOVERNMENT
     PROGRAMS") 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 "PRIVATE
     PROGRAMS"), except for any failures to have any of such items referenced in
     the foregoing clauses (A) or (B) 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 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.

                  (ii)   Except as set forth on SCHEDULE 3.1(g)(ii), no
     Violation or Order or deficiency exists with respect to any of the items
     listed on SCHEDULE 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
     SCHEDULE 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 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,

                                       14


     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 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.

                  (iii)  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 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 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.

             (h)  HEALTH CARE LAWS AND REGULATIONS.

                  (i)    Except as set forth on SCHEDULE 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 U.S.C. Sections 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

                                       15


     Subsidiaries or Company Managed Practices to violate any of such statutes
     or regulations, including, without limitation, the following: (A) making or
     causing to be made a false statement or representation of a material fact
     in any application for any benefit or payment; (B) 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) 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) 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) 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.

                  (ii)   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.

                  (iii)  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 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 ("CMS"), 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 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

                                       16


     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.

                  (iv)   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 3.l(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.

                  (v)    Except as set forth on SCHEDULE 3.1(h)(v), (a) no
     physician who has a "financial relationship", as that term is defined in 42
     U.S.C. Section 1395nn and the regulations promulgated pursuant thereto
     ("STARK II"). whether an investment or ownership interest or compensation
     arrangement (a "FINANCIAL RELATIONSHIP") 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) 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 II.

             (i)  LITIGATION; INSPECTIONS AND INVESTIGATIONS.

                  (i)    Except as set forth and described on
     SCHEDULE 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 ("COMPANY LITIGATION")
     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.

                  (ii)   Except as set forth and described in
     SCHEDULE 3.1(i)(ii), (A) 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

                                       17


     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) 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) 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) under the CMS audit programs or (b) 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) 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) 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
     required to be disclosed in SCHEDULE 3.1(i)(ii) under the foregoing clauses
     (A) through (D) which have not and would not reasonably be expected to
     have, individually or in the aggregate, a Company Material Adverse Effect.

             (j)  TAXES.

                  (i)    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) has filed or caused to be filed all material tax returns,
     reports, declarations, estimates, information returns and statements ("TAX
     RETURNS") 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'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) 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

                                       18


     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(i), 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 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 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 31, 1997.
     Except as set forth on SCHEDULE 3.1(j), none of the Company or any of its
     Subsidiaries (i) has been a member of any "affiliated group" (within the
     meaning of Section 1504 of the Code) filing a consolidated federal income
     tax return (other than a group the common parent of which was the Company),
     (ii) has any liability for the taxes of any Person (other than the Company
     and its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any
     similar provision of state or local law), as a transferee or successor, by
     contract or otherwise, (iii) has any liability or potential liability for
     taxes from any "deferred intercompany transaction" under Treasury
     Regulation Sections 1.1502-13 or 1.1502-14 (or any similar provision of
     state or local law), (iv) has an "excess loss account" within the meaning
     of Treasury Regulation Section 1.1502-19 with respect to the stock of any
     Subsidiary, (v) 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 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) is a party to any
     "tax shelter" transaction that is reasonably likely to give rise to a
     penalty

                                       19


     under Section 6662(d) of the Code. Section 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 280G of the Code, or
     is obligated to make any such payments that will not be deductible under
     Section 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 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 897(c)(2) of the Code during the applicable
     period specified in Section 897(c)(l)(A)(ii) of the Code. As used in this
     Agreement the term "TAXES" 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.

             (k)  PENSION AND BENEFIT PLANS: ERISA.

                  (i)    For purposes of this Agreement, the term "PLAN"
     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 "employee
     benefit plan" as defined in Section 3(3) of the Employee Retirement Income
     Security Act of 1974, as amended ("ERISA"). SCHEDULE 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) days' notice).

                  (ii)   SCHEDULE 3.1(k)(ii) identifies each Plan. Except
     as set forth on SCHEDULE 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:

                         (A)  a defined benefit plan subject to Title IV of
             ERISA;

                         (B)  a "Multiemployer plan" as defined in
             Section 4001 of ERISA; or

                                       20


                         (C)  a "Multiple Employer Plan" as that term is
             defined in Section 413(a) of the Code.

                  (iii)  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.

                  (iv)   With respect to each Plan, (A) 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) each such
     Plan which is an "employee pension benefit plan" (as defined in
     Section 3(2) of ERISA) and intended to qualify under Section 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 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) there are no material actions, suits or claims pending or,
     to the Company's knowledge, threatened with respect to such Plan or against
     the assets of such Plan, other than routine claims for benefits.

                  (v)    Except as disclosed in SCHEDULE 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.

                  (vi)   Neither the Company nor any of its ERISA Affiliates,
     nor to the knowledge of the Company, any other "disqualified person" or
     "party in interest" (as defined in Section 4975 of the Code and
     Section 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 4975 of the Code or Section 502(i), (j), or (l) of
     ERISA, where any such breach, tax or penalty has had or would reasonably be
     expected to have a Company Material Adverse Effect.

                  (vii)  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.

                  (viii) Each Plan which is subject to the requirements of the
     Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the
     Health Insurance Portability and Accountability Act ("HIPAA") has been
     maintained in compliance with COBRA and HIPAA, including all notice
     requirements, and no tax payable on account of

                                       21


     Section 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.

                  (ix)   The Company has made available to Parent and
     Acquisition, with respect to each Plan for which the following exists:

                         (A)  a copy of the most recent annual report on Form
             5500, with respect to such Plan including any SCHEDULE B thereto;

                         (B)  the most recent determination, letter from the
             Internal Revenue Service, if any;

                         (C)  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

                         (D)  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.

                  (x)    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.

                  (xi)   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.

                  (xii)  Except as disclosed in SCHEDULE 3.1(k)(xii), no Plan,
     other than a Plan which is an employee pension benefit plan (within the
     meaning of Section 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) coverage mandated by applicable Law, (B)
     deferred compensation benefits properly accrued as liabilities on the books
     of the Company, or (C) benefits the full cost of which is borne by the
     current or former employee (or his beneficiary)).

                  (xiii) Except as set forth on SCHEDULE 3.1(k)(xiii), the
     consummation of the transactions contemplated by this Agreement will not
     (A) entitle any current or

                                       22


     former employee or officer of the Company or any Subsidiary to material
     severance pay, material unemployment compensation or any other material
     payment, or (B) accelerate the time of payment or vesting, or materially
     increase the amount of compensation due any such employee or officer.

                  (xiv)  For purposes of this Section 3.1(1), 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 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 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 414(m) of the Code.

                  (xv)   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;

                  (xvi)  Each Plan that allows loans to participants has been
     operated substantially in accordance with the Plan's written loan policy
     and all applicable Laws. In addition, except as set forth on
     SCHEDULE 3.1(k)(xvii) all loans from such Plans are current as of the
     Closing Date, and there are no loans in default.

                  (xvii) 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.

             (l)  ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30, 2002
and except as disclosed in SCHEDULE 3.1(l), (i) each of the Company, its
Subsidiaries and the Company Managed Practices 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) no event has occurred and no action has been
taken that would have been prohibited by the terms of Section 4.2 if such
Section had been in effect as of and at all times since September 30, 2002,
(iii) there has been no material change by the Company in its accounting
methods, principles or practices and (iv) 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.

             (m)  NO UNDISCLOSED MATERIAL LIABILITIES. 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) liabilities reflected in the
Company's financial statements (together with the related notes

                                       23


thereto) filed with the Company's annual report on Form 10-K, as amended, for
the year ended December 31, 2001 and quarterly reports on Form 10-Q filed after
December 31, 2001 and prior to the date hereof, (ii) 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 30, 2002.

             (n)  OPINION OF FINANCIAL ADVISOR. The Special Committee and the
Board of Directors of the Company have received the opinion of Salomon Smith
Barney Inc. (the "FINANCIAL ADVISOR") 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 & Stowe IX, L.P, ("WCAS") 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.

             (o)  ENVIRONMENTAL MATTERS. Except as has not had and would not
reasonably be expected to have a Company Material Adverse Effect, (i) the
assets, properties, businesses and operations of the Company and its
Subsidiaries are in compliance with applicable Environmental Laws (as defined
herein), (ii) 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) 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 "ENVIRONMENTAL LAW" 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.

             (p)  VOTE REQUIRED. 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's capital stock necessary
(under applicable Law or otherwise) to adopt this Agreement and to consummate
the Merger and the other transactions contemplated hereby.

             (q)  BOARD RECOMMENDATION. The Board of Directors of the Company,
at a meeting duly called and held on December 8, 2002 (the "BOARD MEETING" has
by the unanimous vote of those directors present (i) 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 Company and has approved the same and (ii) resolved to
recommend, subject to their fiduciary duties under applicable Law and Sections
5.2 and 5.11, that the holders of the shares of Company Common Stock approve and
adopt this Agreement.

                                       24


             (r)  INTELLECTUAL PROPERTY.

                  (i)    Except as has not and would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect:

                         (A)  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
             "COMPANY INTELLECTUAL PROPERTY") that is owned by the Company or a
             Subsidiary of the Company ("COMPANY OWNED INTELLECTUAL PROPERTY"),
             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 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;

                         (B)  with respect to each item of Company Intellectual
             Property licensed to the Company or a Subsidiary of the Company
             ("COMPANY LICENSED INTELLECTUAL PROPERTY"), 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;

                         (C)  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;

                         (D)  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

                         (E)  except as set forth on SCHEDULE 3.1(r)(i)(E), to
             the knowledge of the Company, (1) there has been no
             misappropriation of any trade secrets or other Company Intellectual
             Property by any other Person, (2) 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

                                       25


             course of such performance as an employee, independent contractor
             or agent and (3) 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.

                  (ii) SCHEDULE 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.

             (s)  REAL ESTATE LEASES. 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 "COMPANY LEASED PROPERTY"), 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's knowledge, (i) 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) 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) 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.

             (t)  INSURANCE. SCHEDULE 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 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 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

                                       26


Ameripath Indemnity, Ltd.'s obligation to reimburse Continental Casualty Company
or any other "fronting company" for any loss that any such fronting company
shall suffer as a result of writing insurance policies on behalf of Ameripath
Indemnity, Ltd.

             (u)  LABOR MATTERS. 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) 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)
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 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.

             (v)  CONTRACTS. (A) SUBSECTIONS.(I) THROUGH (XIV) OF PART A OF
SCHEDULE 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:

                  (i)    all material managed care contracts;

                  (ii)   substantially all of the hospital contracts, which
     includes substantially all of the medical director agreements;

                  (iii)  except for managed care contracts, hospital contracts
     and medical director agreements, which arc covered by (i) and (ii) 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;

                  (iv)   except for managed care contracts, hospital contracts
     and medical director agreements, which are covered by (i) and (ii) above,
     all other material contracts and agreements under which the Company or any
     Subsidiary of the Company provides

                                       27


     services other than routine testing services, such as laboratory
     management, laboratory directorship, consulting or information technology
     services;

                  (v)    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;

                  (vi)   all material broker, distributor, dealer,
     manufacturer'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;

                  (vii)  all contracts and agreements relating to (i) 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) 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) any
     lease obligations of the Company or any of its Subsidiaries under leases
     which are capital leases in accordance with GAAP, (iv) any financing of the
     Company or any of its Subsidiaries effected through "special purpose
     entities" or synthetic leases or project financing, (v) any obligations of
     the Company or any of its Subsidiaries in respect of banker's acceptances
     or letters of credit (other than stand-by letters of credit in support of
     ordinary course trade payables) or (vi) 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) through (vi) above, "INDEBTEDNESS") or any Liens upon any material
     properties or assets of the Company or any Subsidiary of the Company as
     security for such Indebtedness;

                  (viii) all material contracts and agreements with any
     Governmental Entity;

                  (ix)   all contracts and agreements that (A) 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, 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) 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) 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) require the Company and/or any

                                       28


     Subsidiary or affiliate of, or successor to, the Company to provide to the
     other parties thereto "most favored nations" pricing, or (E) 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;

                  (x)    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;

                  (xi)   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;

                  (xii)  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;

                  (xiii) 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 "earn-out" or other similar provision));

                  (xiv)  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 31, 2001
     except those which have expired by their terms; and

                  (xv)   all other contracts, agreements, commitments, leases,
     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.

             (B)  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 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 3.1(v). Except as set
forth on PART B OF SCHEDULE 3.1(v), neither the Company nor any of its
Subsidiaries

                                       29


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 B OF
SCHEDULE 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) 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) to the knowledge of the Company, none of the other
parties to any such contract, lease, license or other 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) 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'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 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.

             (w)  AFFILIATE CONTRACTS AND AFFILIATED TRANSACTIONS. Except as set
forth on SCHEDULE 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'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.

             (x)  RIGHTS, AGREEMENT AMENDMENT. The Company has entered into an
amendment to the Rights Agreement pursuant to which (i) the Rights Agreement and
the Rights will not be applicable to the Merger, (ii) the execution of this
Agreement and the consummation of the Merger shall not result in a "Distribution
Date" under the Rights Agreement, (iii) consummation of the Merger shall not
result in Parent or Acquisition or any of their respective affiliates being an
"Acquiring Person" under the Rights Agreement, result in the occurrence of an
event described in Section 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) the Rights Agreement will expire immediately
prior to the Effective Time.

             (y)  STATE TAKEOVER STATUTES. No "fair price," "moratorium,"
"control share acquisition" or other similar anti-takeover statute or regulation
enacted under any state Law (with the exception of Section 203 of the DGCL)
applicable to the Company is applicable to the

                                       30


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 203 of the DGCL will not apply to the
Merger and the other transactions contemplated by this Agreement.

     3.2     REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION. Parent
and Acquisition hereby jointly and severally represent and warrant to the
Company as follows:

             (a)  ORGANIZATION, STANDING AND POWER. 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.

             (b)  CAPITAL STRUCTURE. As of the date of this Agreement, the
authorized capital stock of Parent consists of 100 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. The
authorized capital stock of Acquisition consists of 100 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.

             (c)  AUTHORITY; NO VIOLATIONS; CONSENTS AND APPROVALS.

                  (i)    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's and Acquisition'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)
     applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
     conveyance or other similar Laws now or hereafter in effect relating to
     creditors' rights generally and (B) general principles of equity
     (regardless of whether enforceability is considered in a proceeding at law
     or in equity).

                  (ii)   The execution and delivery of this Agreement and the
     consummation of the transactions contemplated hereby by Parent and
     Acquisition will not (A) result in any Violation of any provision of the
     Certificate of Incorporation or Bylaws of Parent or Acquisition or (B)
     result in any Violation of (1) 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)
     assuming that all

                                       31


     consents, approvals, authorizations and other actions described in
     Section 3.2(c)(iii) have been obtained and all filings and obligations
     described in Section 3.2(c)(iii) have been made, any Law applicable to
     Parent or Acquisition or to their properties or assets or (3) any Order
     applicable to Parent or Acquisition or to their properties or assets,
     except, in the case of clause (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.

                  (iii)  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) filings under the HSR Act, (B) 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) the filing of the Certificate of Merger and any
     related documents with the Secretary of State of the State of Delaware, (D)
     such filings and approvals as may be required by any applicable state
     securities, "blue sky" or takeover Laws and (E) 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.

             (d)  INFORMATION SUPPLIED. 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 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.

             (e)  LIMITED OPERATIONS OF PARENT AND ACQUISITION. Parent and
Acquisition were each formed on December 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) obligations or
liabilities incurred in connection with its organization and the transactions
contemplated hereby and (ii) 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.

                                       32


             (f)  FINANCING. Parent has received and executed a commitment
letter dated as of December 6, 2002 from Credit Suisse First Boston and Deutsche
Bank AG Cayman Islands Branch (the "LENDERS") (the "SENIOR BANK AND BRIDGE LOAN
COMMITMENT LETTER"), pursuant to which the Lenders have committed, subject to
the terms and conditions set forth therein, to provide to Acquisition (i)
$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) in the event that Acquisition is unable to complete a public offering or
Rule 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 "FINANCING
LETTERS") from (i) 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)1 WCAS Capital Partners III, L.P. ("WCAS_CP
III"), pursuant to which WCAS CP 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, ail commitment fees required to be paid thereunder have been paid in
lull 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' 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 "FINANCING").

             (g)  SOLVENCY. 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) admitted in writing that it is or may
become unable to pay its debts generally as they become due, (ii) filed or
consented to the filing against it of a petition in bankruptcy or a petition to
take advantage of an insolvency act, (iii) made an assignment for the benefit of
its creditors, (iv) consented to the appointment of a receiver for itself or for
the whole or any substantial part of its property, (v) had a petition in
bankruptcy filed against it, (vi) 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) 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

                                       33


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) each
representation and warranty contained in this Section 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) the Company's representations
and warranties in Sections 3.1(d), 3.1(i)(i) and 3.1(m) are true and correct in
all material respects, (ii) 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) the Company will comply in all material respects with its obligations
under Sections 4.1 and 4.2 hereof at all times between the date of this
Agreement and the Effective Time and (B) all certifications in the bring-down
certificate required under Section 6.3(a) that relate to this Section 3.2(g)
shall be made assuming that all certificates delivered by the Company at Closing
pursuant to Sections 6.2(a) and (b) are true and correct.

             (h)  ABSENCE OF LITIGATION AND ORDERS. 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.

             (i)  MANAGEMENT ARRANGEMENTS. 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.

                                   ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     4.1     AFFIRMATIVE COVENANTS OF THE COMPANY. During the period from the
date of this Agreement to the Effective Time, except (i) as set forth on
SCHEDULE 4.1, (ii) as expressly contemplated or permitted by this Agreement or
(iii) to the extent that Parent shall otherwise consent in writing, the Company
shall, and shall cause each of its Subsidiaries to:

             (a)  carry on their respective businesses in the usual, regular and
ordinary course in substantially the same manner as heretofore conducted;

             (b)  use their reasonable best efforts, but only to the extent
consistent with past practice, to (i) preserve intact their respective business
organizations and goodwill, (ii) maintain their respective rights and
franchises, (iii) retain the services of their respective officers and
employees, (iv) other than as set forth in the agreement referred to in clause
(6) of the proviso

                                       34


contained in the definition of Company Material Adverse Effect in Section 3.1
(a), preserve intact their respective relationships with customers, suppliers
and others having business dealings with them and (v) keep in full force and
effect insurance comparable in amount and scope of coverage to the insurance now
carried by them;

             (c)  comply in all material respects with all applicable Laws; and

             (d)  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.

     4.2     NEGATIVE COVENANTS OF THE COMPANY. During the period from the date
of this Agreement to the Effective Time, except (i) as set forth on SCHEDULE
4.2, (ii) as expressly contemplated or permitted by this Agreement or (iii) 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 II or
adversely affect the Financing), the Company shall not, and shall not permit any
of its Subsidiaries to:

             (a)  (i) 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) 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) 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;

             (b)  (i) 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) 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;

             (c)  amend or propose to amend its certificate or articles of
incorporation or bylaws (or other organizational documents);

             (d)  (i) 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)
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

                                       35


past practice or (iii) 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;

             (e)  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;

             (f)  authorize, recommend, propose or announce an intention to
adopt a plan of complete or partial liquidation or dissolution;

             (g)  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) grant to any director, officer, employee or consultant any
increase in compensation, severance or termination pay, (ii) enter into any new,
or amend (including by accelerating rights or benefits under) any existing,
employment, consulting, indemnification, severance or termination agreement with
any director, officer, employee or consultant or (iii) 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;

             (h)  (i) assume, incur or guarantee any Indebtedness except for
drawdowns under the Company'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) issue or
sell any debt securities or warrants or rights to acquire any debt securities,
(iii) guarantee any other obligations of any other Person or (iv) enter into any
"keep well" or other agreement to maintain the financial condition of any other
Person or any other agreement having the same economic effect;

             (i)  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;

             (j)  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;

             (k)  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;

             (l)  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;

                                       36


             (m)  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;

             (n)  enter into any new Line of business;

             (o)  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 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;

             (p)  enter into any contracts, agreements or arrangements of the
type described in Section 3.1 (v)(ix);

             (q)  alter (through merger, liquidation, reorganization,
restructuring or any other fashion) the corporate structure or ownership of the
Company or any of its Subsidiaries;

             (r)  (i) 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) permit the Rights to become non-redeemable at the
redemption price currently in effect, except by reason of clause (iii) below, or
(iii) 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;

             (s)  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
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;

             (t)  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

             (u)  agree to or make any commitment to, whether orally or in
writing, take any actions prohibited by this Agreement.

                                       37


                                    ARTICLE V

                              ADDITIONAL AGREEMENTS

     5.1     ACCESS TO INFORMATION: CONFIDENTIALITY.

             (a)  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's and its Subsidiaries' 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 1, 2002 between WCAS and the Company, as amended from time to time as
contemplated by Section 5.2(g) (the "CONFIDENTIALITY AGREEMENT"), shall apply
with respect to information furnished thereunder or hereunder and any other
activities contemplated thereby or hereby.

             (b)  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) 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) such other information concerning its
business, properties and personnel as Parent or Acquisition may reasonably
request.

     5.2     NO SOLICITATION.

             (a)  During the period beginning on the date of this Agreement and
continuing until 12:01 a.m. (EST) on December 21, 2002 (the "EXCLUSIVITY PERIOD
START DATE"), the Company and its Subsidiaries and their respective officers,
directors, employees, agents, advisors, affiliates and other representatives
(collectively, the "COMPANY REPRESENTATIVES") shall have the right to (i)
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) 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.

             (b)  Subject to Section 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 hours
following the Exclusivity Period Start Date) (each such Person or group, an
"EXCLUDED PARTY"), from the Exclusivity Period Start Date until the Effective
Time or, if earlier, the termination of this Agreement in accordance with

                                       38


Article 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 provisions by any of the
foregoing) to, directly or indirectly, (A) 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)
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 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.

             (c)  Notwithstanding anything to the contrary contained in
Section 5.2(b), if at any time prior to the approval of this Agreement by the
Company stockholders, (i) the Company has otherwise complied with its
obligations under this Section 5.2 and the Company has received a bona fide
written Company Acquisition Proposal from a third party (including any Excluded
Party), (ii) 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) 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) the
Company may take any of the actions otherwise prohibited by Section 5.2(b) with
respect to such third party and such Company Acquisition Proposal; PROVIDED,
that the Company (A) 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 hours after)
commencing any such actions, provided that Parent will hold all such information
pursuant to the terms of the Confidentiality Agreement, (B) 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) 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 5.2 shall prohibit the Company or the Board of Directors of the Company
from taking and disclosing to the Company's stockholders a position with respect
to a tender or exchange offer by a third party pursuant to Rules 14d-9 and
14e-2(a) promulgated under the Exchange Act or from making any other disclosure
required by applicable Law.

             (d)  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

                                       39


Proposal) that are made or conducted pursuant to Section 5.2{a) or 5.2(c) no
later than 24 hours after such material development, and shall provide notice to
Parent of any intent to take any of the actions described in Section 7.l(f) or
to terminate this Agreement pursuant to Section 7.1(g) (it being understood that
the Company shall not take any of the actions described in Section 7.1(f) or
terminate this Agreement in accordance with Section 7.1(g) unless and until it
provides Parent not less than 72 hours notice of such action or termination, as
the case may be).

             (e)  As used in this Agreement, "COMPANY ACQUISITION PROPOSAL"
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
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.

             (f)  As used in this Agreement, "SUPERIOR PROPOSAL" 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) 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) is reasonably
likely to be completed.

             (g)  As used in this Agreement, an "ACCEPTABLE CONFIDENTIALITY
AGREEMENT" shall mean a confidentiality and standstill agreement that contains
provisions which are no less favorable to the Company than those contained in
either (i) the Confidentiality Agreement or (ii) 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) 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.

     5.3     FEES AND EXPENSES.

             (a)  Except as otherwise provided in this Section 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 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.

                                       40


             (b)  In the event of any termination of this Agreement (i) by
Parent under Section 7.l(f), (ii) by Parent under Section 7.1(d) so long as the
breach or failure to perform giving rise to such right of termination under
Section 7.1(d) was a willful and knowing breach or failure to perform, (iii) by
the Company under Section 7.1(g), (iv) by Parent or the Company under Section
7.1(c) so long as (A) 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) if
Parent (rather than the Company) shall have terminated under Section 7.1(c), the
Special Meeting shall not have been held prior to such termination under Section
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'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) 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 "SUBSEQUENT
TRANSACTION") or (v) by Parent or the Company under Section 7.l(h) so long as
(A) 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) 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 "COMPANY TERMINATION FEE"), 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) in the case OF a termination
as provided in Section 5.3(b)(i), (ii) or (iii) above on the day of termination
of this Agreement or (y) in the case of a termination as provided in Section
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,
"withdrawn" shall mean that (i) 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) 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'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's representatives) and (iii) 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's
representatives); PROVIDED, that no Company Acquisition Proposal shall be
considered to have been "withdrawn" for purposes of this Section 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).

                                       41


     5.4     BROKERS OR FINDERS.

             (a)  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's or finder'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's agreements
with such firm.

             (b)  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's or finder'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 5.4(b).

     5.5     INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE.

             (a)  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 "INDEMNITEES") as provided in their respective charters and/or
bylaws (or similar organizational documents) or in any indemnification agreement
listed on SCHEDULE 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.

             (b)  For a period of six years after the Effective Time, the
Surviving Corporation shall provide and maintain officers and directors'
liability insurance and fiduciary liability insurance for acts or omissions
occurring prior to the Effective Time ("D&O INSURANCE") covering the persons
described in Section 5.5(a) (whether or not they are entitled to indemnification
thereunder) who are currently covered by the Company's existing officers' and
directors' 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 of 200% of the
annual premium being paid as of the date hereof, which the Company represents
and warrants to be $495,000 (the "CURRENT PREMIUM"): and if the provision and
maintenance of D&O Insurance in accordance with this Section 5.5(b) exceeds 200%
of the Current Premium, the Surviving Corporation shall provide the greatest
amount of substantially equivalent D&O Insurance obtainable for 200% of the
Current Premium.

             (c)  In the event the Surviving Corporation or any of its
respective successors or assigns (i) consolidates with or merges into any other
Person and is not the continuing or

                                       42


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 5.5.

             (d)  This Section 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 5.5 or indemnified hereunder, each of whom may
enforce the provisions of this Section 5.5 (whether or not parties to this
Agreement). The rights of this Section 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 5.10.

     5.6     REASONABLE BEST EFFORTS.

             (a)  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.

             (b)  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.

             (c)  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.

             (d)  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.

                                       43


             (e)  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 1, 2002 (the "AmeriSERP Plan" pursuant to which Section 5.15 of the
AmeriSERP Plan shall he deleted in its entirety effective as of the Effective
Time.

     5.7     PUBLICITY. 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.

     5.8     CONSENTS AND APPROVALS; STATE TAKEOVER LAWS.

             (a)  Parent, Acquisition and the Company shall cooperate with one
another in (i) 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) 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 "FTC") and the Antitrust Division of the
Department of Justice (the "ANTITRUST DIVISION") any notification required to be
filed by it or its "ultimate parent" 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.

             (b)  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.

             (c)  Each party hereto agrees to furnish the other with such
necessary information and reasonable assistance as such other party arid 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.

                                       44


             (d)  Without limiting the foregoing, the Company and its Board of
Directors shall (i) 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) 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.

     5.9     NOTIFICATION OF CERTAIN MATTERS. Each party shall give prompt
written notice to each other party of (a) 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) notice or
communication from any Governmental Entity in connection with the transactions
contemplated hereby, (c) 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) the commencement or threat of any Company Litigation or
any other action, suit, investigation or 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 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 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) 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) there has occurred an actual or an anticipatory breach of, or
failure to comply with or satisfy, any representation, warranty, covenant,
condition or agreement.

     5.10    CONTINUATION OF EMPLOYEE BENEFITS.

             (a)  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.

             (b)  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 5.10(b) shall be deemed to

                                       45


prevent the Surviving Corporation or any of its Subsidiaries from making any
change required by applicable Law.

             (c)  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) short-term and long-term disability benefits, (ii) severance benefits, (iii)
vacation benefits and (iv) benefits under any retirement plan.

             (d)  This Section 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 5.10, each of
whom may enforce the provisions of this Section 5.10 whether or not parties to
this Agreement. Except as provided in clause (a) above, nothing contained in
this Section 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.

     5.11    PREPARATION OF THE PROXY STATEMENT; SPECIAL MEETING.

             (a)  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) the
receipt of any oral or written comments from the SEC and (ii) 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.

                                       46


             (b)  Subject to the next two sentences of this Section 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 "SPECIAL MEETING") 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's stockholders (subject to the
following, such recommendation, together with a copy of the opinion referred to
in Section 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) not to make or may withdraw, modify
or change such recommendation and (ii) 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) and (ii), the Special Committee has determined in good
faith, after consultation with its independent legal and financial advisors,
that (a) the Company has received a Company Acquisition Proposal that could
reasonably be expected to result in a Superior Proposal and (b) 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 5.2 and this Section 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.

     5.12    CONSEQUENCES IF RIGHTS ARE TRIGGERED. 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.

                                   ARTICLE VI

                              CONDITIONS PRECEDENT

     6.1     CONDITIONS.  TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. 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:

                                       47


             (a)  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.

             (b)  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.

             (c)  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.

     6.2     CONDITIONS TO THE OBLIGATION OF PARENT AND ACQUISITION TO EFFECT
THE MERGER. 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:

             (a)  Each of the representations and warranties of the Company (i)
set forth in Sections 3.1(a)(y), 3.1(b), 3.1(c)(i), 3.1(c)(ii)(A), 3,1(1) (with
respect to Sections 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 "SPECIFIED SECTIONS") 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) 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 (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.

             (b)  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.

                                       48


             (c)  There shall not be pending or threatened any suit, action,
investigation or proceeding by any Governmental Entity (i) 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 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) 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) 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) otherwise having, or being reasonably expected to have, a
Company Material Adverse Effect.

             (d)  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.

             (e)  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.

             (f)  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.

             (g)  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.

     6.3     CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE MERGER. 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:

             (a)  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

                                       49


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 3.2(g), their
respective primary financial officers, to the effect set forth in this
paragraph.

             (b)  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.

             (c)  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 II
hereof.

                                   ARTICLE VII

                           TERMINATION AND ABANDONMENT

     7.1     TERMINATION AND ABANDONMENT. 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:

             (a)  by mutual written consent of the Company, Parent and
Acquisition;

             (b)  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;

             (c)  by Parent or the Company, if the Effective Time shall not have
occurred on or before 5:00 p.m. (EST) on April 30, 2003 (the "TERMINATION
DATE"); PROVIDED, that the right to terminate this Agreement under this Section
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;

             (d)  by Parent, if (i) 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 6.2(a) would not be satisfied, or (ii)
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 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);

                                       50


             (e)  by the Company, if (i) 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 6.3(a) would
not be satisfied, or (ii) 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 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);

             (f)  by Parent, if (i) 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) the Board of Directors of the Company
shall have failed to recommend to the Company's stockholders that they approve
this Agreement and the Merger at the Special Meeting, (iii) the Board of
Directors of the Company or the Special Committee shall have publicly approved
or recommended any alternative Company Acquisition Proposal, (iv) 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) 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 Section 7.1(f), which notice must be received by
Parent at least 72 hours prior to the Company's taking any such action;

             (g)  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

             (h)  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).

Any party desiring to terminate this Agreement shall give written notice of such
termination to the other parties.

     7.2     EFFECT OF TERMINATION. (a) In the event of any termination of this
Agreement by any party hereto as provided in Section 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

                                       51


respective affiliates, officers, directors or stockholders, except that the last
sentence of Section 5.1 (a), Section 5.3, Section 5.4, this Section 7.2 and
Article VIII shall survive such termination.

             (b)  Except for the termination rights provided in Section 7.1 and
except as otherwise provided in Section 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 7.1(e) and such breaches or
claimed breaches by Parent and/or Acquisition giving rise to such termination
were knowing and willful.

             (c)  Except for the termination rights provided in Section 7.1 and
except as otherwise provided in Section 8.2, Parent and Acquisition acknowledge
and agree that: (i)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 5.3 hereof; (ii)
such recovery shall be Parent and Acquisition'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) 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.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1     SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
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).

     8.2     SPECIFIC PERFORMANCE. 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 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.

     8.3     NOTICES. 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

                                       52


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) when delivered, if personally delivered, (ii) one business day after it is
deposited with a nationally recognized overnight courier service, if sent by
nationally recognized overnight courier service, (iii) the day of sending, if
sent by facsimile prior to 5:00 p.m. (EST) on any business day or the next
succeeding business day if sent by facsimile after 5:00 p.m. (EST) on any
business day or on any day other than a business day or (iv) 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:

             (a)  if to Parent or Acquisition, to it:

                  c/o Welsh, Carson, Anderson & Stowe IX, L.P.
                  320 Park Avenue, Suite 2500
                  New York, New York 10022-6815
                  Attn: Paul B. Queally and D. Scott Mackesy
                  Facsimile: (212) 893-9566

                  with a copy to:

                  Reboul, MacMurray, Hewitt & Maynard
                  45 Rockefeller Plaza
                  New York, New York 10111
                  Attn: Othon A. Prounis, Esq.
                  Facsimile: (212) 841-5725

             (b)  if to the Company, to:

                  AmeriPath, Inc.
                  7289 Garden Road, Suite 200
                  Riviera Beach, Florida 33404
                  Attn: James C. New
                  Facsimile: (561)845-0129

                  with a copy to:

                  Alston & Bird LLP
                  One Atlantic Center
                  1201 Peachtree Street
                  Atlanta, GA 30309-3424
                  Attn:. J. Vaughan Curtis, Esq.
                  Facsimile: (404) 881-7777

     8.4     INTERPRETATION. As used herein, the words "hereof, "herein",
"herewith" and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as

                                       53


a whole and not to any particular provision of this Agreement, and the words
"Article" and "Section" are references to the articles and sections of this
Agreement unless otherwise specified. Whenever the words "include", "includes"
or "including" are used in this Agreement they shall be deemed to be followed by
the words "without limitation". 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 "AFFILIATE" shall have the
meaning set forth in Rule 12b-2 promulgated under the Exchange Act. The
definitions contained in 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 "to the knowledge of
the Company" shall mean to the actual knowledge of the individuals listed on
Schedule 8.4, after reasonable inquiry.

     8.5     COUNTERPARTS. 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.

     8.6     ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. 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 5.5 and Section 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.

     8.7     AMENDMENT. 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.

     8.8     WAIVER. 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) extend the time for the performance of
any of the obligations or other acts required hereby, (b)

                                       54


waive any inaccuracies in the representations and warranties contained herein or
in any document delivered pursuant hereto and (c) 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.

     8.9     GOVERNING LAW. 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.

     8.10    SUBMISSION TO JURISDICTION. 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 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.

     8.11    ASSIGNMENT. 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.

     8.12    SEVERABILITY. 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.

                                       55


     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.

                                             THE COMPANY:

                                             AMERIPATH, INC.


                                             By: /s/ JAMES C. NEW
                                                --------------------------------
                                                Name:  James C. New
                                                Title: Chief Executive Officer

                                             PARENT:

                                             AMY HOLDING COMPANY


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             ACQUISITION:

                                             AMY ACQUISITION CORP.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:



     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.

                                             THE COMPANY:

                                             AMERIPATH, INC.


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

                                             PARENT:

                                             AMY HOLDING COMPANY


                                             By: /s/ D.Scott Mackesy
                                                --------------------------------
                                                Name:   D. Scott Mackesy
                                                Title:  Vice President

                                             ACQUISITION:

                                             AMY ACQUISITION CORP.


                                             By: /s/ D. Scott Mackesy
                                                --------------------------------
                                                Name:  D. Scott Mackesy
                                                Title: Vice President

EX-3.1

                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                                 AMERIPATH, INC.

          FIRST:   NAME. The name of the Corporation is
                                 AMERIPATH, INC.

          SECOND:  ADDRESS OF REGISTERED OFFICE. The address of the registered
office of the Corporation in the State of Delaware is 2711 Centerville Road,
Suite 400, in the City of Wilmington, County of New Castle 19808, The name of
the Corporation's registered agent at such address is Corporation Service
Company.

          THIRD:   PURPOSE. The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.

          FOURTH:  NUMBER OF SHARES. The total number of shares of stock that
the Corporation shall have authority to issue is 100 shares all of which shall
be Common Stock, $.01 per share par value.

          FIFTH:   BYLAWS. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
Bylaws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any Bylaw made by the Board of Directors.

          SIXTH:   INDEMNIFICATION; LIABILITY. (a) The Corporation shall, to the
fullest extent permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the



same may be amended and supplemented, indemnify (and may advance expenses to)
any and all persons whom it shall have power to indemnify under said section
from and against any and all of the expenses, liabilities and other matters
referred to in or covered by said section, and the indemnification provided for
herein shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

          (b) No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
PROVIDED, that the foregoing shall not eliminate or limit the liability OF a
director (i) for any breach of the director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article SIXTH shall apply to or have any effect
on the liability or alleged liability of any director for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
If the General Corporation Law of the State of Delaware is subsequently amended
to further eliminate or limit the liability of a director, then a director of
the Corporation, in addition to the circumstances in which a director is not
personally liable as set forth above, shall not be liable to the fullest extent
permitted by the amended General Corporation Law of the State of Delaware. No
repeal or modification of this Article SIXTH shall adversely affect any right of
or protection afforded to a director of the Corporation existing immediately
prior to such repeal or modification.

EX-3.2

                                                                     EXHIBIT 3.2

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

                                     BYLAWS

                                       OF

                                 AMERIPATH, INC.

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

                       Incorporated under the Laws of the

                               State of Delaware

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

                                      As of
                                 March 27, 2003

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



                                TABLE OF CONTENTS



                                                                              Page
                                                                              ----
                                                                             
ARTICLE I    OFFICES............................................................1

ARTICLE II   MEETINGS OF STOCKHOLDERS...........................................1

    Section 1 Place of Meetings.................................................1
    Section 2 Annual Meeting ...................................................1
    Section 3 Special Meetings..................................................1
    Section 4 Notice of Meetings................................................2
    Section 5 List of Stockholders..............................................2
    Section 6 Quorum............................................................2
    Section 7 Voting............................................................2
    Section 8 Proxies...........................................................3
    Section 9 Action Without a Meeting..........................................3

ARTICLE III  BOARD OF DIRECTORS.................................................3

    Section 1 Powers............................................................3
    Section 2 Election and Term.................................................3
    Section 3 Number............................................................4
    Section 4 Quorum and Manner of Acting.......................................4
    Section 5 Organization Meeting..............................................4
    Section 6 Regular Meetings..................................................4
    Section 7 Special Meetings; Notice..........................................4
    Section 8 Removal of Directors..............................................5
    Section 9 Resignations......................................................5
    Section 10 Vacancies........................................................5
    Section 11 Action Without a Meeting.........................................5
    Section 12 Telephonic Participation in Meetings.............................5
    Section 13 Committees.......................................................5

ARTICLE IV   OFFICERS...........................................................6

    Section 1 Principal Officers................................................6
    Section 2 Election and Term of Office.......................................6
    Section 3 Other Officers....................................................6
    Section 4 Removal...........................................................6
    Section 5 Resignations......................................................6
    Section 6 Vacancies.........................................................6
    Section 7 Chairman of the Board of Directors................................6


                                       ii


                                                                            
    Section 8 President.........................................................7
    Section 9 Vice President....................................................7
    Section 10 Treasurer........................................................7
    Section 11 Secretary........................................................7
    Section 12 Assistance Secretaries...........................................7
    Section 13 Salaries.........................................................8

ARTICLE V    INDEMNIFICATION

    Section 1 Third Party Actions...............................................8
    Section 2 Derivative Actions................................................8
    Section 3 Expenses..........................................................9
    Section 4 Authorization.....................................................9
    Section 5 Advance Payment of Expenses.......................................9
    Section 6 Non-Exclusiveness.................................................9
    Section 7 Insurance.........................................................9
    Section 8 Constituent Corporations.........................................10
    Section 9 Definitional Terms...............................................10

ARTICLE VI   SHARES AND THEIR TRANSFER.........................................10

    Section 1 Certificate for Stock............................................10
    Section 2 Stock Certificate Signature......................................10
    Section 3 Stock Ledger.....................................................11
    Section 4 Cancellation.....................................................11
    Section 5 Registrations of Transfers of Stock..............................11
    Section 6 Regulations......................................................11
    Section 7 Lost, Stolen, Destroyed or Mutilated Certificates................11
    Section 8 Record Dates.....................................................11

ARTICLE VII  MISCELLANEOUS PROVISIONS..........................................12

    Section 1 Corporate Seal...................................................12
    Section 2 Voting of Stocks Owned by the Corporation........................12
    Section 3 Dividends........................................................12

ARTICLE VIII AMENDMENTS........................................................12



                                       ii


                                     BYLAWS

                                       OF

                                 AMERIPATH, INC.

                            (a Delaware corporation)

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

                                    ARTICLE I

                                     OFFICES

          The registered office of the Corporation in the State of Delaware
shall be located in the City of Wilmington, County of New Castle. The
Corporation may establish or discontinue, from time to time, such other offices
within or without the State of Delaware as may be deemed proper for the conduct
of the Corporation's business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. PLACE OF MEETINGS. All meetings of stockholders shall be
held at such place or places, within or without the State of Delaware, as may
from time to time be fixed by the Board of Directors, or as shall be specified
in the respective notices, or waivers of notice, thereof.

          Section 2. ANNUAL MEETING. The annual meeting of stockholders for the
election of Directors and the transaction of other business shall be held on
such date and at such place as may be designated by the Board of Directors. At
each annual meeting the stockholders entitled to vote shall elect a Board of
Directors and may transact such other proper business as may come before the
meeting.

          Section 3. SPECIAL MEETINGS. A special meeting of the stockholders, or
of any class thereof entitled to vote, for any purpose or purposes, may be
called at any time by the Chairman of the Board of Directors, if any, or the
President or by order of the Board of Directors and shall be called by the
Secretary upon the written request of stockholders holding of record such number
of the outstanding shares of stock of the Corporation representing at least 50%
of the total number of votes entitled to be voted at such meeting. Such written
request shall state the purpose or purposes for which such meeting is to be
called.



          Section 4. NOTICE OF MEETINGS. Except as otherwise provided by law,
written notice of each meeting of stockholders, whether annual or special,
stating the place, date and hour of the meeting shall be given not less than ten
days or more than 60 days before the date on which the meeting is to be held to
each stockholder of record entitled to vote thereat by delivering a notice
thereof to him personally or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices intended for him be directed to another address, in
which case such notice shall be directed to him at the address designated in
such request. Notice shall not be required to be given to any stockholder who
shall waive such notice in writing, whether prior to or after such meeting, or
who shall attend such meeting in person or by proxy unless such attendance is
for the express purpose of objecting, at the beginning of such meeting, to the
transactions of any business because the meeting is not lawfully called or
convened. Every notice of a special meeting of the stockholders, besides the
time and place of the meeting, shall state briefly the objects or purposes
thereof.

          Section 5. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in his name. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall be kept and produced at the time
and place of the meeting during the whole time thereof and subject to the
inspection of any stockholder who may be present. The original or duplicate
ledger shall be the only evidence as to who are the stockholders entitled to
examine such list or the books of the Corporation or to vote in person or by
proxy at such meeting.

          Section 6. QUORUM. At each meeting of the stockholders, the holders of
record of such number of the issued and outstanding stock of the Corporation
representing at least 50% of the total number of votes entitled to be voted at
such meeting, present in person or by proxy, shall constitute a quorum for the
transaction of business, except where otherwise provided by law, the Certificate
of Incorporation of the Corporation or these Bylaws. In the absence of a quorum,
any officer entitled to preside at, or act as Secretary of, such meeting shall
have the power to adjourn the meeting from time to time until a quorum shall be
constituted.

          Section 7. VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation, every stockholder of record who is entitled to
vote shall at every meeting of the stockholders be entitled to one vote for each
share of stock held by him on the record date; PROVIDED, that shares of its own
stock belonging to the

                                        2


Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by the
Corporation, shall neither be entitled to vote nor counted for quorum purposes.
Nothing in this section shall be construed as limiting the right of the
Corporation to vote its own stock held by it in a fiduciary capacity. At all
meetings of the stockholders, a quorum being present, all matters shall be
decided by majority of the number of votes with respect to the shares of stock
held by stockholders present in person or by proxy, except as otherwise required
by law or the Certificate of Incorporation of the Corporation. Unless demanded
by a stockholder of the Corporation present in person or by proxy at any meeting
of the stockholders and entitled to vote thereat or so directed by the chairman
of the meeting or required by law, the vote thereat on any question need not be
by written ballot. On a vote by written ballot, each ballot shall be signed by
the stockholder voting, or in his name by his proxy, if there be such proxy, and
shall state the number of shares voted by him and the number of votes to which
each share is entitled.

          Section 8. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy. A proxy
acting for any stockholder shall be duly appointed by an instrument in writing
subscribed by such stockholder. No proxy shall be valid after the expiration of
three years from the date thereof unless the proxy provides for a longer period.

          Section 9. ACTION WITHOUT A MEETING. Any action required to be taken
at any annual or special meeting of stockholders or any action which may be
taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken shall be signed by the holders outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

          Section 1. POWERS. The business and affairs of the Corporation shall
be managed under the direction of the Board of Directors.

          Section 2. ELECTION AND TERM. Except as otherwise provided by law,
Directors shall be elected at the annual meeting of stockholders and shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualify, or until they sooner die, resign or are removed. At
each annual meeting of stockholders, at which a quorum is present, the persons
receiving a plurality of the votes cast shall be

                                        3


the Directors. Acceptance of the office of Director may be expressed orally or
in writing, and attendance at the organization meeting shall constitute such
acceptance.

          Section 3. NUMBER. The number of Directors shall be such number as
shall be determined from time to time by the Board of Directors and initially
shall be two.

          Section 4. QUORUM AND MANNER OF ACTING. Unless otherwise provided by
law, the presence of 50% of the whole Board of Directors (or any committee
thereof) shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. At all meetings of Directors, a quorum
being present, all matters shall be decided by the affirmative vote of a
majority of the Directors present, except as otherwise required by law. The
Board of Directors (or any committee thereof) may hold its meetings at such
place or places within or without the State of Delaware as the Board of
Directors may from time to time determine or as shall be specified in the
respective notices, or waivers of notice, thereof.

          Section 5. ORGANIZATION MEETING. Immediately after each annual meeting
of stockholders for the election of Directors the Board of Directors shall meet
at the place of the annual meeting of stockholders for the purpose of
organization, the election of officers and the transaction of other business.
Notice of such meeting need not be given. If such meeting is held at any other
time or place, notice thereof must be given as hereinafter provided for special
meetings of the Board of Directors, subject to the execution of a waiver of the
notice thereof signed by, or the attendance at such meeting of, all Directors
who may not have received such notice.

          Section 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such place, within or without the State of Delaware, as
shall from time to time be determined by the Board of Directors. After there has
been such determination, and notice thereof has been once given to each member
of the Board of Directors as hereinafter provided for special meetings, regular
meetings maybe held without further notice being given.

          Section 7. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors (or any committee thereof) shall be held whenever called by the
Chairman of the Board of Directors, if any, the President or by a majority of
the Directors. Notice of each such meeting shall be mailed to each Director,
addressed to him at his residence or usual place of business, at least five days
before the date on which the meeting is to be held, or shall be sent to him at
such place by e-mail or facsimile, or be delivered personally or by telephone,
not later than the day before the day on which such meeting is to be held. Each
such notice shall state the time and place of the meeting and, as may be
required, the purposes thereof. Notice of any meeting of the Board of Directors
need not be given to any Director if he shall sign a written waiver thereof
either before or after the time stated therein for such meeting, or if he shall
be present at the meeting. Unless limited by law, the Certificate of
Incorporation of the Corporation, these Bylaws or the

                                        4


terms of the notice thereof, any and all business may be transacted at any
meeting without the notice thereof having specifically identified the matters to
be acted upon.

          Section 8. REMOVAL OF DIRECTORS. Any Director or the entire Board of
Directors may be removed, with or without cause, at any time, by action of the
holders of record of the issued and outstanding stock of the Corporation
representing a majority of the number of votes of all issued and outstanding
stock of the Corporation (a) present in person or by proxy at a meeting of
holders of such stock and entitled to vote thereon or (b) by a consent in
writing in the manner contemplated in Section 9 of Article II, and the vacancy
or vacancies in the Board of Directors caused by any such removal may be filled
by action of such a majority at such meeting or at any subsequent meeting or by
consent.

          Section 9. RESIGNATIONS. Any Director of the Corporation may resign at
any time by giving written notice to the Chairman of the Board of Directors, if
any, the President, the Vice President or the Secretary of the Corporation. The
resignation of any Director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

          Section 10. VACANCIES. Any newly created directorships and vacancies
occurring in the Board of Directors by reason of death, resignation, retirement,
disqualification or removal, with or without cause, may only be filled by the
action of the holders of record of the majority of such issued and outstanding
stock of the Corporation representing a majority of the number of votes of all
issued and outstanding stock of the Corporation (a) present in person or by
proxy at a meeting of holders of such stock and entitled to vote thereon or (b)
by a consent in writing in the manner contemplated in Section 9 of Article II.
The Director so chosen, whether selected to fill a vacancy or elected to a new
directorship, shall hold office until the next meeting of stockholders at which
the election of Directors is in the regular order of business, and until his
successor has been elected and qualifies, or until he sooner dies, resigns or is
removed.

          Section 11. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors (or any committee thereof)
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors (or any committee thereof), and such written
consent is filed with the minutes or proceedings of the Board of Directors.

          Section 12. TELEPHONIC PARTICIPATION IN MEETINGS. Members of the Board
of Directors (or any committee thereof) may participate in a meeting of the
Board of Directors (or any committee thereof) by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation shall constitute
presence in person at such meeting.

          Section 13. COMMITTEES. The Board of Directors may appoint such
committees of the Board of Directors as it may deem appropriate, and such
committees

                                        5


shall exercise the authority delegated to them. The membership of any such
committee shall consist of such Directors as the Board of Directors may deem
advisable from time to time to serve. The Board of Directors may fill in any
vacancies on any committee as they occur. Each committee shall meet as often as
its business may require.

                                   ARTICLE IV

                                    OFFICERS

          Section 1. PRINCIPAL OFFICERS. The Board of Directors shall elect a
President, a Secretary and a Treasurer, and may in addition elect a Chairman of
the Board of Directors, one or more Vice Presidents and such other officers as
it deems fit; the President, the Secretary, the Treasurer, the Chairman of the
Board of Directors (if any) and the Vice Presidents (if any) being the principal
officers of the Corporation. One person may hold, and perform the duties of, any
two or more of said offices.

          Section 2. ELECTION AND TERM OF OFFICE. The principal officers of the
Corporation shall be elected annually by the Board of Directors at the
organization meeting thereof Each such officer shall hold office until his
successor shall have been elected and shall qualify, or until his earlier death,
resignation or removal.

          Section 3. OTHER OFFICERS. In addition, the Board of Directors may
elect, or the Chairman of the Board of Directors, if any, or the President may
appoint, such other officers as they deem fit. Any such other officers chosen by
the Board of Directors shall be subordinate officers and shall hold office for
such period, have such authority and perform such duties as the Board of
Directors, the Chairman of the Board of Directors, if any, or the President may
from time to time determine.

          Section 4. REMOVAL. Any officer may be removed, either with or without
cause, at any lime, by resolution adopted by the Board of Directors at any
regular meeting of the Board of Directors, or at any special meeting of the
Board of Directors called for that purpose, at which a quorum is present.

          Section 5. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Chairman of the Board of Directors, if any, the President,
the Secretary or the Board of Directors. Any such resignation shall take effect
upon receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          Section 6. VACANCIES. A vacancy in any office may be filled for the
unexpired portion of the term in the manner prescribed in these Bylaws for
election or appointment to such office for such term.

          Section 7. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, if one be elected, shall preside if present at all meetings
of the Board

                                        6


of Directors, and he shall have and perform such other duties as from time to
time may be assigned to him by the Board of Directors.

          Section 8. PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall have the general powers and duties of
supervision and management usually vested in the office of president of a
corporation. He shall preside at all meetings of the stockholders if present
thereat, and in the absence or non-election of the Chairman of the Board of
Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the business of the Corporation. Except as
the Board of Directors shall authorize the execution thereof in some other
manner, he shall execute bonds, mortgages, and other contracts on behalf of the
Corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
Secretary or the Treasurer.

          Section 9. VICE PRESIDENT. Each Vice President, if such be elected,
shall have such powers and shall perform such duties as shall be assigned to him
by the President or the Board of Directors.

          Section 10. TREASURER. The Treasurer shall have charge and custody of,
and he responsible for, all funds and securities of the Corporation. He shall
exhibit at all reasonable times his books of account and records to any of the
Directors of the Corporation upon application during business hours at the
office of the Corporation where such books and records shall be kept; when
requested by the Board of Directors, he shall render a statement of the
condition of the finances of the Corporation at any meeting of the Board of
Directors or at the annual meeting of stockholders; he shall receive, and give
receipt for, moneys due and payable to the Corporation from any source
whatsoever; in general, he shall perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
by the Chairman of the Board of Directors, the President or the Board of
Directors. The Treasurer shall give such bond, if any, for the faithful
discharge of his duties as the Board of Directors may require.

          Section 11. SECRETARY. The Secretary, if present, shall act as
secretary at all meetings of the Board of Directors and of the stockholders and
keep the minutes thereof in a book or books to be provided for that purpose; he
shall see that all notices required to be given by the Corporation are duly
given and served; he shall have charge of the stock records of the Corporation;
he shall see that all reports, statements and other documents required by law
are properly kept and filed; and in general he shall perform all the duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or the Board of Directors.

          Section 12. ASSISTANT SECRETARIES. Assistant Secretaries, if there be
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice President,
if there be one, or the Secretary, and in the absence of the Secretary or in the
event of the Secretary's inability

                                        7


or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.

          Section 13. SALARIES. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may he fixed by the President.

                                    ARTICLE V

                                 INDEMNIFICATION

          Section 1. THIRD PARTY ACTIONS. The Corporation shall indemnify any
Director or officer of the Corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

          Section 2. DERIVATIVE ACTIONS. The Corporation shall indemnify any
Director or officer of the Corporation, and may indemnify any other person, who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
Director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon

                                        8


application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          Section 3. EXPENSES. To the extent that any present or former Director
or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 above,
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

          Section 4. AUTHORIZATION. Any indemnification under Sections 1 and 2
above (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
present or former Director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in Sections 1 and 2 above. Such determination shall be made, with respect
to a person who is a Director or officer at the time of such determination, (a)
by a majority vote of the Directors who are not parties to such action, suit or
proceeding ("disinterested Directors"), even though less than a quorum, or (b)
by a committee of disinterested Directors designated by a majority vote of the
disinterested Directors, even though less than a quorum, or (c) if there are no
disinterested Directors, or if the disinterested Directors so direct, by
independent legal counsel in a written opinion, or (d) by the stockholders.

          Section 5. ADVANCE PAYMENT OF EXPENSES. Expenses (including attorneys'
fees) incurred by a present or former executive officer or Director in defending
a civil, criminal, administrative or investigative action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or Director to repay such amount if it shall ultimately be
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article V. Such expenses incurred by other officers,
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

          Section 6. NON-EXCLUSIVENESS. The indemnification and advancement of
expenses provided by this Article V shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a Director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

          Section 7. INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a Director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a

                                        9


director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify the person against such liability under the provisions of this Article
V.

          Section 8. CONSTITUENT CORPORATIONS. The Corporation shall have the
power to indemnify and advance expenses to any person who is or was a director,
officer, employee or agent of a constituent corporation absorbed in a
consolidation or merger with this Corporation or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, in the same manner as hereinabove provided for any person who is or
was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director; officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.

          Section 9. DEFINITIONAL TERMS. For purposes of this Article V,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; references to "serving at the request of
the Corporation" shall include any service as a director, officer, employee or
agent of the Corporation which imposes duties on, or includes services by such
Director, officer, employee or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably believed to in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article V.

                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

          Section 1. CERTIFICATE FOR STOCK. Every stockholder of the Corporation
shall be entitled to a certificate or certificates, to be in such form as the
Board of Directors shall prescribe, certifying the number of shares of the
capital stock of the Corporation owned by him. No certificate shall be issued
for partly paid shares.

          Section 2. STOCK CERTIFICATE SIGNATURE. The certificates for such
stock shall be numbered in the order in which they shall be issued and shall be
signed by the Chairman of the Board of Directors, if any, or the President or
any Vice President and by the Secretary or an Assistant Secretary or the
Treasurer of the Corporation, and its seal shall be affixed thereto. If such
certificate is countersigned (1) by a transfer agent other than the Corporation
or its employee, or, (2) by a registrar other than the Corporation or its
employee, the signatures of such officers of the Corporation may be facsimiles.
In case any officer of the Corporation who has signed, or whose facsimile
signature has been placed upon, any such certificate shall have ceased to be
such officer before such

                                       10


certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of issue.

          Section 3. STOCK LEDGER. A record shall be kept by the Secretary or by
any other officer, employee or agent designated by the Board of Directors of the
name of each person, firm or corporation holding capital stock of the
Corporation, the number of shares represented by, and the respective dates of,
each certificate for such capital stock, and in case of cancellation of any such
certificate, the respective dates of cancellation.

          Section 4. CANCELLATION. Every certificate surrendered to the
Corporation for exchange or registration of transfer shall be canceled, and no
new certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled, except,
subject to Section 7 of this Article VI, in cases provided for by applicable
law.

          Section 5. REGISTRATIONS OF TRANSFERS OF STOCK. Registrations of
transfers of shares of the capital stock of the Corporation shall be made on the
books of the Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation or with a transfer clerk or a transfer agent
appointed as in Section 6 of this Article VI provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation; PROVIDED, that whenever any transfer of shares shall be made
for collateral security, and not absolutely, it shall be so expressed in the
entry of the transfer if, when the certificates are presented to the Corporation
for transfer, both the transferor and the transferee request the Corporation to
do so.

          Section 6. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient, not inconsistent with the Certificate of
Incorporation of the Corporation or these Bylaws, concerning the issue, transfer
and registration of certificates for shares of the stock of the Corporation. It
may appoint, or authorize any principal officer or officers to appoint, one or
more transfer clerks or one or more transfer agents and one or more registrars,
and may require all certificates of stock to bear the signature or signatures of
any of them.

          Section 7. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. Before
any certificates for stock of the Corporation shall be issued in exchange for
certificates which shall become mutilated or shall be lost, stolen or destroyed,
proper evidence of such loss, theft, mutilation or destruction shall be procured
for the Board of Directors, and a sufficient indemnity bond in favor of the
Corporation shall be provided by the applicable stockholder, in each case, if it
so requires.

          Section 8. RECORD DATES. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any

                                       11


rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a date as a record date for any such
determination of stockholders. Such record date shall not be more than sixty or
less than ten days before the date of such meeting, or more than sixty days
prior to any other action. If a record date is not fixed by the Board of
Directors as aforesaid, (i) the date for determination of stockholders entitled
to notice of or to vote at a meeting of stockholders shall be the close of
business on the day next preceding the day on which notice is given, or if no
notice is given, the day next preceding the day on which the meeting is held,
and (ii) the record date for determining stockholders for any purpose other than
that specified in clause (i) shall be the close of business on the day on which
the resolution of the Board of Directors relating thereto is adopted.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

          Section 1. CORPORATE SEAL. The Board of Directors shall provide a
corporate seal, which shall be in such form as the Board of Directors may
decide. The Secretary shall be the custodian of the seal. The Board of Directors
may authorize a duplicate seal to be kept and used by any other officer.

          Section 2. VOTING OF STOCKS OWNED BY THE CORPORATION. The Board of
Directors may authorize any person on behalf of the Corporation to attend, vote
and grant proxies to be used at any meeting of stockholders of any corporation
(except the Corporation) in which the Corporation may hold stock.

          Section 3. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation of the Corporation, the Board of Directors may, out of funds
legally available therefor, at any regular or special meeting declare dividends
upon the capital stock of the Corporation as and when they deem expedient.
Before declaring any dividend there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the Directors from time
to time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes as
the Board of Directors shall deem conducive to the interests of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

          These Bylaws may be altered, amended or repealed by the Board of
Directors at any regular or special meeting of the Board of Directors or by the
affirmative vote of the holders of record of the issued and outstanding stock of
the Corporation

                                       12


representing a majority of the number of votes of all issued and outstanding
shares of the Corporation (i) present in person or by proxy at a meeting of
holders of such stock or (ii) by a consent in writing in the manner contemplated
in Section 9 of Article II; PROVIDED, that notice of the proposed alteration,
amendment or repeal is contained in the notice of such meeting. Bylaws, whether
made or altered by the stockholders or by the Board of Directors, shall be
subject to alteration or repeal by the stockholders as in this Article VIII
above provided.

                                       13

EX-3.3

                                                                     EXHIBIT 3.3

[SEAL]                                                               CO#217577

                            ARTICLES OF INCORPORATION

                                       OF

                       3-GEN DIAGNOSTIC LABORATORIES, INC.

     WE, THE UNDERSIGNED, natural persons of the age of eighteen (18) years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:

                                    ARTICLE I

                                 CORPORATE NAME

     The name of this corporation is: 3-GEN DIAGNOSTIC LABORATORIES, INC.

                                   ARTICLE II

                             DURATION OF CORPORATION

     The corporation is to have a perpetual existence.

                                   ARTICLE III

                                GENERAL PURPOSES

     A.   To provide medical research and laboratory services.

     B.   To acquire or merge into existing businesses.

     C.   To buy, sell, mortgage, exchange, lease, hold for investment or
          otherwise operate real and personal property of all kinds and
          interests therein.

     D.   The enumeration of specific purposes and powers shall not be held to
          limit or restrict in any manner the purposes and powers of this
          corporation, and the purposes and powers therein specified shall not
          be limited or restricted by the terms of the articles or any articles
          hereof.

                                        1


                                   ARTICLE IV

                                     SHARES

     The aggregate number of shares, which this corporation shall have authority
to issue, is 1,000,000 shares, at one dollar ($1.00) par value. All stock of the
corporation shall be of the same class, and shall have the same rights and
preferences. Fully paid stock of this corporation shall not be liable to any
call or assessment.

                                    ARTICLE V

                   PREEMPTIVE RIGHTS AND NONCUMULATTVE VOTING

     Shareholders shall have preemptive rights to acquire unissued shares of the
stock of this corporation.

     At each election of Directors, shareholders entitled to vote at such
election shall have no rights to accumulate their votes; rather, each
shareholder shall have as many votes as the number of such shareholder's shares.

                                   ARTICLE VI

                               COMMENCING BUSINESS

     This corporation will not commence business until at least $1,000.00 in
cash or property has been received by it as consideration of the issuance of its
shares.

                                   ARTICLE VII

                           REGISTERED OFFICE AND AGENT

     The address of this corporation's initial registered office and the name of
its original registered agent at such address is:

                               FRANK LEO SPANGLER
                              1317 ROYAL TROON #11
                              HOLLADAY, UTAH 84124

                                        2


                                  ARTICLE VIII

                                    DIRECTORS

     The number of Directors constituting the initial Board of Directors of this
corporation shall be one (1). The name and address of the individual who is to
serve as Director until the successor/s is elected and qualified is as follows:



NAME                        ADDRESS
- ----                        -------
                         
PAUL ANDREW STOCK           130 S. 900 E. # 102, SALT LAKE CITY, UTAH 84102


                                   ARTICLE IX

                                  INCORPORATORS

     The name and address of the incorporators are:



NAME                        ADDRESS
- ----                        -------
                         
FRANK LEO SPANGLER          1317 ROYAL TROON #11, HOLLADAY, UTAH 84124

PAUL ANDREW STOCK           130 S. 900 E. #102, SALT LAKE CITY, UTAH 84102

PETER DOUGLAS PIXTON        4272 S. MACKAY ST., TAYLORSVILLE, UTAH 84123


                                    ARTICLE X

                                NON-ASSESSABILITY

     Shares of this corporation shall not be subject to assessment for payment
of debts of the corporation..

                                   ARTICLE XI

                          EXEMPTION FROM CORPORATE DEBT

     The private property of the shareholders shall not be subject to the
payment of any corporate debts to any extent whatsoever.

                                        3


                                   ARTICLE XII

                              DIRECTOR'S CONTRACTS

     Before assuming the office of Director or other officer of this
corporation, each person assuming such office shall disclose any pecuniary
interest he or she has with any other business or corporation. Also, while
holding such office, disclosures shall be made of any new and pending contracts
with any business or corporation such person has.

                      DATED this 28th day of January, 1999.


REGISTERED AGENT                          INCORPORATORS


/s/ Frank Leo Spangler                    /s/ Frank Leo Spangler
- ------------------------                  -------------------------
FRANK LEO SPANGLER                        FRANK LEO SPANGLER


                                          /s/ Paul Andrew Stock
                                          -----------------------
                                          PAUL ANDREW STOCK


                                          /s/ Peter D. Pixton
                                          -----------------------
                                          PETER DOUGLAS PIXTON

                                        4


                                                                      60 217572
                                                                      1439331

                              ARTICLES OF AMENDMENT

                                       OF

                       3-GEN DIAGNOSTIC LABORATORIES, INC.

                                   ARTICLE IV

                                     SHARES

     The aggregate number of shares, which this corporation shall have authority
to issue, is 10,000,000 shares, at one dollar ($1.00) par value. All stock of
the corporation shall be of the same class, and shall have the same rights and
preferences. Fully paid stock of this corporation shall not be liable to any
call or assessment.

All previously issued shares have been returned and a new initial offering will
be held after this Article of Amendment is adopted and finalized.

This amendment is adopted by the Board of Directors and share holder approval is
not required as all shares issued have been returned to the corporation to be
reissued after the filing of this amendment.

                        DATED this 21 day of March, 2000.


                                          Board of Directors

[SEAL]
                                          /s/ Frank Leo Spangler
                                          -------------------------
                                          Frank Leo Spangler
                                          President

                                          /s/ Sam Ray Page
                                          -----------------------
                                          Sam Ray Page
                                          Vice President

                                          /s/ C. Lars Mouritsen
                                          -----------------------
                                          C. Lars Mouritsen
                                          Secretary/Treasurer

                                                                          [SEAL]

EX-3.4

                                                                     EXHIBIT 3.4

                                    BYLAWS OF

                       3-GEN DIAGNOSTIC LABORATORIES, INC.

                                ARTICLE I OFFICES

     The principal office of the corporation shall be located at Holladay, UT.

                             ARTICLE II SHAREHOLDERS

SECTION 1. ANNUAL MEETINGS
The annual meeting of the shareholders shall be held on the
                        1
___________________________________
Number of Week     Day of Week
of the month of July in each year, beginning with the year 1997 at the hour of
_____ o'clock __m. for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the State of
_______________, such meeting shall be held on the next succeeding business day.
If the election of Directors shall not be held on the day designated herein, for
any annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

SECTION 2 SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the Board
of Directors and shall be called by the President at the request of the holders
if not less than one-tenth of all the outstanding shares of the corporation
entitled to vote are at the meeting.

SECTION 3 PLACE OF MEETING
The Board of Directors may designate any place, either within or without the
State of Utah, as the place of meeting for any annual or special meeting of
shareholders. If no designation is made, the place of meeting shall be the
principal office of the corporation.

SECTION 4 NOTICE OF MEETING
Written or printed notice stating the place, day and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten or more than fifty days before the
date of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such, meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at the Shareholder's address as it appear on the
stock transfer books of the corporation, with postage thereon prepaid.

SECTION 5 QUORUM
A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by

                                        1


proxy, shall constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting majority of the
shares so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

SECTION 6 PROXIES
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by the Shareholder's duly authorized attorney in
fact. Such proxy shall be filed with the Secretary of the corporation before or
at the time of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy.

SECTION 7 VOTING OF SHARES
Subject to the provisions of Section 9, each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.

SECTION 8 PREEMPTIVE RIGHTS
Each holder of shares in this corporation shall have the first right to purchase
shares (and securities convertible into shares) of this corporation that may be
from time to time issued (whether or not presently authorized), including shares
from the treasury of this corporation, in the ratio that the number of shares
held by said holder at the time of issue bears to the total number of shares
outstanding, exclusive of treasury shares. This right shall be deemed waived by
any shareholder who does not exercise it and pays for the shares preempted
within thirty (30) days of receipt of a notice in writing from the corporation
stating the prices, terms and conditions of the issue of shares and inviting
said holder to exercise his preemptive rights.

SECTION 9 CUMULATIVE VOTING
Every shareholder entitled to vote at each election of Directors shall have the
right to accumulate their votes by giving one candidate as many votes as the
number of the Directors to be elected multiplied by the number of their shares
shall equal, or by distributing such votes on the same principal among any
number of such candidates.

SECTION 10 INFORMAL ACTION BY SHAREHOLDER
Any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting of a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

                         ARTICLE III BOARD OF DIRECTORS

                                        2


SECTION 1 GENERAL POWERS
The business and affairs of the corporation shall be managed by its Board of
Directors.

SECTION 2 NUMBER TENURE, AND QUALIFICATIONS
The number of Directors of the corporation shall be at least two but not more
than seven. Each director shall hold office until the next annual meeting of
shareholders and until the Director's successor shall have been elected and
qualified.

SECTION 3 REGULAR MEETINGS
A regular meeting of the Board of Directors shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the time and
place, either within or without the State of Utah, for the holding of additional
regular meetings without other notice than such resolution.

SECTION 4 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by or at the request of
the President or any two Directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place either within or
without the State of Utah, as the place for holding any special meeting of the
Board of Directors called by them.

SECTION 5 NOTICE
Notice of any special meeting shall be given at least four days previously
thereto by written notice delivered personally or mailed to each Director at
their customary business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail so addressed, with postage
thereon prepaid. Any Director may waive notice of any meeting. The attendance of
a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction, of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

SECTION 6 QUORUM
A majority of the number of Directors fixed by Section 2 of this Article III
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.

SECTION 7 MANNER OF ACTING
The act of the majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

SECTION 8 VACANCIES
Any vacancy occurring in the Board of Directors may be filled by the affirmative
vote of a majority of the remaining Directors though less than a quorum of the
Board of Directors. A Director sleeted to fill a vacancy shall be elected for
the unexpected term of the predecessor in office.

                                        3


SECTION 9 COMPENSATION
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, for attendance at each meeting of the Board of Directors, and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from serving the
corporation any other capacity and receiving compensation therefor.

SECTION 10 PRESUMPTION OF ASSENT
A Director of the corporation who is present at a meeting of the Board of
Directors, at which action on any corporate matter is taken shall be presumed to
assent to the action taken unless Director's dissent shall be entered in the
minutes, of the meeting or unless the Director shall file a 'written dissent to
such action with the person acting as the Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.

SECTION 11 EXECUTIVE COMMITTEE
The Board of Directors, by resolution adopted by the majority of the Directors
fixed by the by-laws, may designate a committee of not less than two Directors
which committee, in absence of a resolution of the Board of Directors limiting
or restricting its authority shall have and may exercise all of the authority of
the Board of Directors in the management of all business and affairs of the
corporation, except the Executive Committee may not fill vacancies in the Board
of Directors or amend, these by-laws. The Board of Directors may at any time
remove any member of the Executing Committee with or without cause and may
terminate or in any way in its sole discretion limit or restrict the authority
of the Executive Committee. The Committee shall keep a record of its proceedings
and report such proceedings to the Board of Directors.

                               ARTICLE IV OFFICERS

SECTION 1 NUMBER
The officers of the corporation shall be a President, one of the Vice Presidents
(the number thereof, if any, to be determined by the Board of Directors), a
Secretary, and a Treasurer, each of who shall be elected by the Board of
Directors. Any, two or more officers may be held by the same person, except the
offices of President and Secretary.

SECTION 2 ELECTION AND TERM OF OFFICE
The officers of the corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until a
successor shall have been duly elected and shall have qualified or until the
Officer's death or until the Officer shall resign or shall have been removed in
the manner hereinafter provided.

SECTION 3 REMOVAL
Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors, whenever in its judgment the best interests
of the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

                                        4


Election or appointment of an officer or agent shall not of itself create
contract rights.

SECTION 4 VACANCIES
A vacancy in any office because of death, resignation removal, disqualification
or otherwise, may be fil1ed by the Board of Directors for the unexpired portion
of the term.

SECTION 5 PRESIDENT
The President shall be the principal executive officer of the corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the corporation. The President shall,
when present, preside at all meetings of the shareholders and of the Board of
Directors. The President may sign, with the Secretary or any other proper
officer of the corporation thereunto authorized by the Board of Directors,
certificates for shares of the corporation, and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

SECTION 6 THE VICE PRESIDENT
In the absence of the President or in the event of the President's death,
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated at the time
of their election, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to the Vice President by the
President or by the Board of Directors.

SECTION 7 THE SECRETARY
The Secretary shall: (a) keep the minutes of the shareholders' and of the Board
of Directors' meetings in one or more books provided for the purpose; (b) see
that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be custodian of the corporate records and of
the seal of the corporation and see that the seal of which on behalf of the
corporation under its seal is duly authorized; (d) keep a register of the post
office address of each shareholder which shall be furnished to the Secretary by
such shareholder; (e) sign with the President, or a Vice President, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to the Secretary by the President or by the Board of Directors.

SECTION 8 THE TREASURER
The Treasurer shall (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust

                                        5


companies or other depositories as shall be selected in accordance with the
provisions of Article V of these by-laws and (c) in general perform all of the
duties incident to the office of the Treasurer and such other duties as from
time to time may be assigned to Treasurer by the President or by the Board of
Directors.

SECTION 9 SALARIES
The salaries of the officers shall be fixed from time to time by the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that the officer is also a Director of the corporation.

                ARTICLE V CONTRACTS, LOANS, CHECKS, AND DEPOSITS

SECTION 1 CONTRACTS
The Board of Directors may authorize any officer or officers, agent or agents,
to enter into any contract, to execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.

SECTION 2 LOANS
No loans shall be contracted on behalf of the corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or confined to specific
instances.

SECTIONS 3 CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents, of the corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors.

SECTION 4 DEPOSITS
All funds of the corporation otherwise employed shall be deposited from time to
time to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select.

              ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1 CERTIFICATES FOR SHARES
Certificates representing shares of the corporation shall be in such form, as
shall be determined by the

                                        6


Board of Directors. Such certificates shall be signed by the President or a
Vice President and by the Secretary, or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be canceled and no
certificates shall be issued until the former certificate for a like number
of shares shall have been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors
may prescribe.

SECTION 2 TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation by the holder of record thereof or by a legal
representative, who shall furnish proper evidence of authority to transfer, or
by an attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on the books
of the corporation shall be deemed by the corporation to be the owner thereof
for all purposes.

                             ARTICLE VII FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and
end on the 31 day of December in the year _____.

                              ARTICLE VIII DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

                                 ARTICLE IX SEAL

The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation and conditions
provided by law.

                           ARTICLE X WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or director of
the corporation ender the provisions of these by-laws or under the provisions of
the articles of incorporation or under the provisions of the
________________________,
Business Corporation Act

a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.

                              ARTICLE XI AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted
by unanimous vote of the Board of Directors at any regular of special meeting of
the Board of Directors, or by affirmative vote of two-thirds of the outstanding
shares.

                                        7

EX-3.5

                                                                     EXHIBIT 3.5

                                                                          [SEAL]

                          ARTICLES OF INCORPORATION OF

                          AMERIPATH 5.01(a) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation.

                                   ARTICLE ONE

     The name of the Corporation is AmeriPath 5.01(a) Corporation

                                   ARTICLE TWO

     The corporation is a non-profit corporation

                                  ARTICLE THREE

     The period of its duration is perpetual

                                  ARTICLE FOUR

          The corporation is organized and shall be operated exclusively to
carry out one or more of the following purposes:

          (a)  conducting scientific research and research projects in the
               public interest in the fields of medical sciences, medical
               economics, public health, sociology and related areas;

          (b)  supporting medical education in medical schools through grants
               and scholarships,

          (c)  improving and developing of the capabilities of individuals and
               institutions studying, teaching and practicing medicine and the
               institutions they serve,

          (d)  delivering health care to the public;

          (e)  engaging in the instruction of the general public in the area of
               medical science, public health and hygiene and related
               instruction useful to the individual and beneficial to the
               community and

                                       -1-


          (f)  conducting other activities useful or appropriate to the
               accomplishment of (the foregoing purposes.

                                  ARTICLE FIVE

          The street address of the registered office of the corporation is
Jenkens & Gilchrist, 1100 Louisiana, Suite 1800, Houston, Texas 77002, and the
name of its initial registered agent at such address is David L. Ralston, Esq.

                                   ARTICLE SIX

          Except as otherwise provided in these Articles of Incorporation and in
the Bylaws of the corporation, the direction and management of the affairs of
the corporation and the control and disposition of its assets shall be vested in
a board of directors (the "Board of Directors") composed of such number of
person (not less than three (3)) as may be fixed by the Bylaws of the
corporation. The authority of the Board of Directors shall be limited to the
extent expressly set forth in these Articles of Incorporation and in the Bylaws
of the corporation. The number of directors presently constituting the Board of
Directors is three (3). The names and addresses of the persons who shall serve
as the initial directors of the corporation are as follows



               Name                       Address
               ----                       -------
                                       
     Clay J Cockerell, M.D.               2330 Butler Street, Suite 115
                                          Dallas, Texas 75235

     Robert G. Freeman, M.D               2330 Butler Street, Suite 115
                                          Dallas, Texas 75233

     David Werthermer, M.D.               1700 S.E Hillmoor Drive
                                          Port St Lucie, Florida 34952


     Each director shall hold office for the term for which he or she is
elected, except that the initial directors of the corporation named in these
Articles of Incorporation shall hold office for the

                                       -2-


terms specified in the Bylaws of the corporation to be held by such directors,
and until his or her successor shall have been duly elected and qualified unless
such director is sooner removed in the manner provided in the Bylaws at the
corporation or he or she resigns or dies.

          Each director and successor director shall at all times be a physician
duly licensed to practice medicine by the Taxes State Board of Medical Examiners
and actively engaged in the practice of medicine. For purposes of these Articles
of Incorporation, the term "actively engaged in the practice of medicine" shall
be as defined by the Texas State Board of Medical Examiners.

                                  ARTICLE SEVEN

          The corporation shall have one member. These Articles of Incorporation
and the Bylaws of the corporation shall define the voting rights, powers and
privileges of the member.

                                  ARTICLE EIGHT

          The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended
or repealed and new and other Bylaws may be made and adopted only by the member,
provided that any alteration, amendment or repeal, of the Bylaws, must be
Approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

          The power to dissolve the corporation in accordance with the Texas
Nonprofit Corporation Act shall be vested solely in the member.

                                   ARTICLE TEN

          Any action required to, or which may, be taken at a meeting of the
member or directors of the corporation or a (committee of the board of directors
may be taken without a meeting if a consent in writing, setting forth the action
to be taken, is signed by the member, or a sufficient number of directors or
committee members as would be necessary to take that action at a meeting

                                       -3-


at which the member or all of the directors or committee members were present
and voted, provided such consent is in the form provided for and such action is
taken in accordance with the Act, these Auditors of Incorporation and the Bylaws
of the corporation.

                                 ARTICLE ELEVEN

          Pursuant to Article 6.02, Subsection (3) of the Texas Non-Profit
Corporation Act, upon dissolution of the corporation in accordance with the laws
of the State of Texas, the Board of Directors, after paying or making provision
for payment of all liabilities of the corporation, and after returning,
transferring, or conveying those assets of the corporation that are held subject
to condition, requiring such return transfer, or conveyance, shall distribute
all the corporation's remaining assets as the Board of Directors in its sole
discretion shall determine.

                                 ARTICLE TWELVE

          A director member or committee member of the corporation shall not be
liable to the corporation for monetary damages for an act or omission in the
director's capacity as a director, except that this Article Twelve does not
eliminate or limit the liability of a director of the corporation to the extent
the director is found liable for, (i) a breach of the director's duty of loyalty
to the corporation or its members, (ii) an act or omission not in good faith
that constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law; (iii) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. If the Texas
Miscellaneous Corporation Laws Act or any other statute of Texas hereafter is
amended to authorize the further elimination or limitation of the liability of
directors of the corporation, then the liability of a director of the
corporation shall be limited to the fullest extent

                                       -4-


permitted by the statutes of the State of Texas, as so amended, and such
elimination or limitation of liability shall he in addition to, and not in lieu
of, the limitation on the liability of a director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

          The name and business address of the incorporator is.



               Name                       Address
               ----                       -------
                                       
          Clay J. Cockerell. M.D          2330 Butler Street, Suite 115
                                          Dallas, Texas 75235


          IN WITNESS WHEREOF, I have hereunto set my hand on this 7th day of
February, 1997

                                          By /s/ Clay J Cockerell
                                             ------------------------
                                                 Clay J Cockerell, M D
                                                 Incorporator

                                       -5-

EX-3.6

                                                                     EXHIBIT 3.6

                                     BYLAWS


                                       OF


                          AMERIPATH 5.01(a) CORPORATION

                         A TEXAS NON-PROFIT CORPORATION



                                TABLE OF CONTENTS



                                                                            Page
                                                                            
ARTICLE I - PURPOSES, POWERS, AND DEFINITIONS .................................1
            Section 1.1 Statement of Purpose ..................................1
            Section 1.2 Powers ................................................1
            Section 1.3 Corporate Practice of Medicine ........................1

ARTICLE II - OFFICES ..........................................................2
            Section 2.1 Principal Place of Business............................2
            Section 2.2 Registered Agent. .....................................2

ARTICLE III - MEMBERS..........................................................2
            Section 3.1 Qualifications, Powers, and Duties.....................2
            Section 3.2 Annual Meeting ........................................2
            Section 3.3 Special Meetings ......................................2
            Section 3.4 Notice of Meetings, Waiver ............................2
            Section 3.5 Actions Reserved to the Member ........................3
            Section 3.6 Action by Member(s) ...................................4
            Section 3.7 Quorum ................................................4
            Section 3.8 Voting ................................................4
            Section 3.9 Membership Book .......................................4
            Section 3.10 No Cumulative Voting .................................4
            Section 3.11 Action Without A Meeting .............................4
            Section 3.12 Meetings by Telephone ................................5

ARTICLE IV - DIRECTORS ........................................................5
            Section 4.1 General Powers ........................................5
            Section 4.2 Actions Reserved to the Board .........................5
            Section 4.3 Qualifications and TSBME Requirements .................5
                   Section 4.3-1 Active Practice of Medicine ..................5
                   Section 4.3-2 Conflicts of Interest ........................6
                   Section 4.3-3 Reporting Requirements .......................6
                   Section 4.3-4 Financial Relationships ......................6
            Section 4.4 Number ................................................6
            Section 4.5 Election of Directors .................................6
            Section 4.6 Term ..................................................7
            Section 4.7 Removal of Directors ..................................7
            Section 4.8 Vacancies .............................................7
            Section 4.9 Meetings ..............................................7
                   Section 4.9-1 Annual and Regular Meetings ..................7
                   Section 4.9-2 Special Meetings .............................7
            Section 4.10 Waiver of Notice .....................................8
            Section 4.11 Quorum and Voting ....................................8
            Section 4.12 Proxies ..............................................8
            Section 4.13 Board Committees .....................................8
                   Section 4.13-1 Quorum ......................................8


                                        i


                                                                           
                   Section 4.13-2 Membership ..................................8
            Section 4.14 Action Without A Meeting .............................9
            Section 4.15 Resignation. .........................................9
            Section 4.16 Meetings by Telephone ................................9

ARTICLE V - OFFICERS...........................................................9
            Section 5.1 Number and Qualifications .............................9
            Section 5.2 Election and Term .....................................9
            Section 5.3 Removal ...............................................9
            Section 5.4 Vacancies .............................................9
            Section 5.5 Duties ...............................................10
                   Section 5.5-1 President ...................................10
                   Section 5.5-3 Vice President ..............................10
                   Section 5.5-3 Secretary ...................................10
                   Section 5.5-4 Treasurer ...................................10
                   Section 5.5-5 Assistant Officers ..........................11
            Section 5.6 Insurance and Bonds of Officers ......................11
            Section 5.7 Delegation ...........................................11
            Section 5.8 Resignations .........................................11

ARTICLE VI - MISCELLANEOUS ...................................................11
            Section 6.1 Contracts ............................................11
            Section 6.2 Checks, Drafts, Orders for Payment....................12
            Section 6.3 Depositories .........................................12
            Section 6.4 Voting of Shares and Membership Interests
                         Held by the Corporation .............................12
            Section 6.5 Books and Records ....................................12
            Section 6.6 Fiscal Year; Accounting Election .....................12
            Section 6.7 Loans Prohibited .....................................12
            Section 6.8 Revocability of Authorizations .......................12
            Section 6.9 Transactions in Which Directors or Officers
                        Are Interested .......................................13
                   Section 6.9-1 Transactions ................................13
                   Section 6.9-2 Quorum ......................................13

ARTICLE VII - AMENDMENTS .....................................................13
            Section 7.1 Amendments ...........................................13



                                       ii


                                     BYLAWS

                                       OF

                          AMERIPATH 5.01(a) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     SECTION 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act, to function as provider organization with the goal of maintaining
health care services and developing new services and products to provide quality
services to the public in a cost-effective manner, and to transact any and all
other business permitted pursuant to the Texas Non-Profit Corporation Act.

     SECTION 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     SECTION 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     SECTION 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

          ARTICLES OF INCORPORATION. The term "Articles of Incorporation" shall
     mean the Articles of Incorporation of the Corporation filed with the
     Secretary of State of the State of Texas on the _ day of ___________, 1997,
     and any amendments thereto.

          BOARD. The term "Board" shall mean the Board of Directors of the
     Corporation.

          BYLAWS. The term "Bylaws" shall mean the Bylaws of the Corporation
     except where reference is specifically made to the bylaws of another entity
     or unit.

          CORPORATION. The term "Corporation" shall mean AmeriPath Corporation
     5.01 (a) Corporation, a Texas non-profit corporation.

          MEMBER. The term "Member" shall mean AmeriPath, Inc. or other members
     of the Corporation described in Section 3.1.



          STATE. The term "State" shall mean the State of Texas unless otherwise
     specifically indicated.

                                   ARTICLE II
                                     OFFICES

     SECTION 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 2330 Butler Street, Suite 115, Dallas, Texas
75235 The Corporation may also have offices at such other places both within and
without the State of Texas as the Board may from time to time determine or the
business of the Corporation may require.

     SECTION 2.2 REGISTERED AGENT. The Corporation shall have and continuously
maintain hi the State of Texas a registered office and a registered agent whose
office is identical with such registered office. The registered office may be,
but need not be, identical with the principal business office of the Corporation
in the State of Texas, and the name of the registered agent and/or the address
of the registered office may be changed from time to time by the Board.

                                   ARTICLE III
                                     MEMBERS

     SECTION 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other entities that meet such
standards as the initial Member shall establish. Such Member shall exercise such
rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     SECTION 3.2 ANNUAL MEETING. The Annual meeting of the Member shall be held
at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of director nominees and the transaction of such other
business as may properly come before the meeting. The Annual meeting shall be
held on such date and at such time as shall be determined by the Board and
stated in the notice of meeting.

     SECTION 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Member may be called by the
Member, the President or a majority of the Board, and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     SECTION 3.4 NOTICE OF MEETINGS WAIVER. So long as there is only one Member,
no notice shall be required of the annual meeting of the Member. If there is
more than one Member, written or printed notice stating the place, day and hour
of any meeting of the Members and, in case of a special meeting of the Members,
the purpose(s) for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Such further, earlier
or later notice shall be given as may be required by law. A Member waives notice
of a meeting by attendance at the meeting, unless such attendance is to

                                        2


object to the transaction of any business on the ground that the meeting is not
lawfully called or convened, or by written waiver signed by the Member, whether
before or after the time stated therein. Such waiver shall be equivalent to the
giving of proper notice. No notice shall be necessary for any adjourned meeting.

     SECTION 3.5 ACTIONS RESERVED TO THE MEMBER. The Member shall exercise sole
authority in the removal of directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Section 5.2. The following
matters shall require the approval of the Member of the Corporation following
consultation with the Board:

          (a)  The annual operating and capital budgets of the Corporation;

          (b)  Deviations in excess of $5,000.00 from annual operating and
               capital budgets;

          (c)  The sale, lease, mortgage, or other transfer or encumbrance of
               the real property of the Corporation;

          (d)  The sale, lease, mortgage, or other transfer or encumbrance of
               the personal property of the Corporation in excess of $5,000;

          (e)  The merger, acquisition, consolidation, liquidation, or
               dissolution of the Corporation;

          (f)  The borrowing or lending or money or the creation of indebtedness
               through the guaranty of another's debt or similar action;

          (g)  The working, giving or seeking of grants;

          (h)  The settlement of claims or litigation;

          (i)  Contracts or agreements in which the Corporation is at financial
               risk, including but not limited to employment contracts,
               management agreements and managed care contracts, including
               fee-for-service, discounted fee-for-service, risk pool, capitated
               and other "at risk" service agreements;

          (j)  Compensation and benefits for any physician employed or retained
               by the Corporation;

          (k)  Subsequent to the organizing and incorporating physicians'
               selection of the initial Board, the appointment or election of
               directors in accordance with Section 4.5; and

          (1)  The altering, amending, or repeal of the Articles of
               Incorporation, or of these Bylaws in accordance with Section 7.1.

          (m)  Any power not specifically vested in the Board shall be reserved
               to the Member.

                                        3


     SECTION 3.6 ACTION BY MEMBER(S). Any action which may be required by law
the Articles of Incorporation, or these Bylaws to be taken by the Member shall
be evidenced in writing, signed by the president or any vice president of the
Member for and on behalf of the Member and shall be filed in the minute book of
the Corporation as part of the permanent records of the Corporation.

     SECTION 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members. If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     SECTION 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     SECTION 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     SECTION 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of directors by giving one candidate as many votes as shall equal the
number of such directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.

     SECTION 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Member may be taken without a meeting if consent in
writing, setting forth the action to be taken, is signed and dated by the
Member.

     SECTION 3.12 MEETINGS BY TELEPHONE. The Member may participate in and
hold a regular or special meeting by means of a conference telephone or any
similar communications equipment by means of which all persons participating
in the meeting may simultaneously hear each other.

     SECTION 3.13 NON-LIABILITY OF THE MEMBERS. The Member(s) of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     SECTION 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and, subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

                                        4


     SECTION 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

          SECTION 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be interpreted
     in a manner that reserves to physicians the sole authority to engage in the
     practice of medicine and reserves to the Corporation and its Board of
     Directors the sole authority to direct the medical, professional, and
     ethical aspects of the Corporation's practice of medicine.

          SECTION 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
     retention of any physician to provide medical services on behalf of the
     Corporation during such physician's term of retention may be accomplished
     only by the Board or its physician designee(s). Such termination shall be
     subject to due process procedures adopted by the Board or its physician
     designee(s) or provided by the retention agreement between the Corporation
     and the subject physician.

          SECTION 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
     quality assurance, utilization review and peer review policies of the
     Corporation shall be approved exclusively by the Board.

     SECTION 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

          SECTION 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each director shall (i) at
     all times be a physician duly licensed to practice medicine by the Texas
     State Board of Medical Examiners ("the TSBME") and actively engaged in the
     practice of medicine, and (ii) comply with the meeting attendance
     requirements established by the Board and set forth in the Corporation's
     policies and procedures. For purposes of these Bylaws, the term "actively
     engaged in the practice of medicine" shall be as defined by the TSBME.

          SECTION 4.3-2 CONFLICTS OF INTEREST. No director shall, at any time
     during his or her service on the Board, serve on the Board of Directors, be
     an officer, or serve in any capacity other than as a provider of
     professional services for or in any physician-hospital organization,
     physician organization, or other provider entity reasonably seen as being
     competitive with the Corporation.

          SECTION 4.3-3 REPORTING REQUIREMENTS. At any time during his or her
     term of office, each director shall report to the TSBME any act or event
     which such director reasonably and in good faith believes constitutes a
     violation or attempted violation of the Medical Practice Act or the TSBME
     rules governing 5.01(a) organizations. Further, upon election or
     appointment and biennially thereafter as applicable, each director shall
     submit to the TSBME a sworn statement providing that (1) he or she is
     licensed by the TSBME; (2) he or she is actively engaged in the practice of
     medicine as defined by applicable regulations; (3) he or she shall exercise
     independent judgment as a director in all matters and, specifically in
     matters relating to credentialing, quality assurance, utilization review,
     peer review, and the practice of medicine; (4) in serving as a director of
     the Corporation, he or she shall use best efforts to cause the Corporation
     to comply with all relevant provisions of the Texas Medical Practice Act
     and TSBME rules; and (5) he or she shall report to the TSBME any action or
     event which such director reasonably and in good faith

                                        5


         believes constitutes a violation or attempted violation of the Medical
Practice Act or the TSBME rules governing 5.01 (a) organizations.

          SECTION 4.3-4 FINANCIAL RELATIONSHIPS. Any director or nominee who has
     a financial relationship with (i) any Member, (ii) any other director of
     the Corporation, (iii) any physician retained to provide medical services
     to or on behalf of the Corporation, (iv) any other person providing or
     anticipated to provide services or supplies to or on behalf of the
     Corporation in excess of $10,000 during a 12-month period, or (v) any
     affiliate of any of the parties identified in (i), (ii) or (iv), shall
     disclose the existence and nature of such relationship to the Member and
     the Board of Directors at the time of nomination, appointment and election,
     and also to the TSBME in the initial application and thereafter in any
     biennial statements.

     SECTION 4.4 NUMBER. The number of directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
directors, the number of directors shall be determined by the Board and approval
of the Member of the Corporation.

     SECTION 4.5 ELECTION OF DIRECTORS. The initial directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals and purposes. Subsequent to the appointment of the
initial Directors, all successive Directors shall be selected in the following
manner:(1) The Member shall present a slate of nominees to the then current
Board; (2) The Board shall vote on the slate of candidates, and if the majority
of the Board approves the slate, the Member shall appoint one or more names on
the slate, as necessary, to fill the vacant positions; (3) If a majority of the
Board does not approve the slate of nominees, the Member shall propose a new
slate of nominees, and the procedure described in step two (2) shall be
repeated.

     SECTION 4.6 TERM. The directors named in the Articles of Incorporation
shall hold office until their successors are elected and qualified. Thereafter,
directors shall be divided into two (2) classes for purposes of staggering terms
of office. Each group of directors shall be equal in number or as nearly equal
as possible to the number of directors in the other groups. The terms of office
of directors of the first group shall expire at the first annual meeting of
Member after their election, and the terms of the second group shall expire at
the second annual meeting after their election. At each annual meeting after
such classification, the number of directors equal to the number of the group
whose terms expires at the time of such annual meeting shall be elected to hold
office until the second succeeding annual meeting. No classification of
directors shall be effective prior to the first annual meeting of the Member.
Unless removed earlier, directors may serve unlimited two-year terms.

     SECTION 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of directors:

          (a)  BY THE MEMBER. The Member may remove a director without cause.

          (b)  BY THE CORPORATION.

               (i)  Any director may be removed without cause by a majority vote
          of the Board of Directors, not including the director sought to be
          removed, provided that such removal is approved by the Member.

                                        6


               (ii) Any director who ceases to meet the qualifications of this
          Article may be removed by the Board of Directors effective as of the
          date such qualifications cease to be met, and such removal shall not
          require the approval of the Member.

     SECTION 4.8 VACANCIES. Any vacancies among the directors shall be filled in
the manner specified in Section 4.5. A director elected to fill a vacancy shall
serve for the unexpired term of such director's predecessor in office.

     SECTION 4.9 MEETINGS.

          SECTION 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
     Board may be held with or without notice and at such time and at such place
     as shall be determined by the Board. The first meeting of each newly
     elected Board shall be held without notice immediately following the annual
     meeting of the Member and at the same place unless such time or place shall
     be changed by the unanimous consent of the directors then serving. Except
     as may be otherwise provided by law, by the Articles of Incorporation or by
     these Bylaws, neither the business to be transacted at nor the purpose of
     any regular meeting of the Board need be specified in the notice or waiver
     of notice of such meeting.

          SECTION 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may be
     called by the President or upon the written request of a majority of the
     directors. Notice of each special meeting of the Board shall be given to
     each director at least two (2) days before the meeting, and such notice
     shall include the date, time, and place of the meeting. The purpose of the
     meeting need not be specified in the notice.

     SECTION 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     SECTION 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the directors present in person shall constitute a quorum for the transaction of
business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of directors, the
directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     SECTION 4.12 PROXIES. Voting by proxies shall be prohibited.

     SECTION 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one

                                        7


or more committees to act on its behalf when it is not in session. Neither the
designation of one or more committees to exercise authority of the Board nor the
delegation to any committee of such authority to a committee shall relieve the
Board or any individual director of any responsibility imposed upon the Board or
such director by law. Committee members shall be indemnified as are directors as
described in the Articles of Incorporation.

          SECTION 4.13-1 QUORUM. A majority of the members of a Board committee
     shall constitute a quorum for the transaction of business at any meeting of
     the committee, unless otherwise specifically provided by the Articles of
     Incorporation or these Bylaws. If less than a majority of the members of
     the committee are present at such meeting, a majority of the committee
     members present may adjourn the meeting from time to time without further
     notice, until a quorum shall be present. A majority of all the members of
     any such committee may determine its action and fix the time and place of
     its meetings, unless the Board shall otherwise provide.

          SECTION 4.13-2 MEMBERSHIP. Each committee shall consist of at least
     two persons. The Board shall have the power at any time to change the
     number of members of any such committee, or to fill vacancies, or to
     discharge any member or any such committee. Committee members may be
     appointed by the Board or, at the Board's option, by the individual
     designated by the Board to chair the committee. Unless otherwise provided
     by the Board, committee members may be but need not be directors, except
     that any committee that exercises Board authority shall consist of a
     majority of directors. Any non-directors who is a committee member shall
     have the same responsibility with respect to the committee as shall a
     director who is a committee member.

     SECTION 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Board or any Board committee may be taken without a
meeting if consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.

     SECTION 4.15 RESIGNATION. A director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     SECTION 4.16 MEETING BY TELEPHONE. Director and committee members may
participate in and hold regular or special meetings by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall

                                        8


simultaneously hold the office of the president and the secretary. The officers
need not be directors of the Corporation.

     SECTION 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation or removal.

     SECTION 5.3 REMOVAL. Any officer or agent may be removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.

     SECTION 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

     SECTION 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

          SECTION 5.5-1 PRESIDENT. The president shall serve as the chairman of
     the Board as well as the chief executive officer of the Corporation. The
     president shall have general direction of the affairs of the Corporation
     and general supervision over its several officers, subject to the control
     of the Board or Member as applicable. The president shall: (a) at each
     annual meeting, and from time to time, report to the Member and to the
     Board on all matters within the president's knowledge, which, in his
     opinion, the interest of the Corporation may require to be brought to their
     notice; (b) preside at all meetings of the Board; (c) attend all meetings
     of the Member; (d) sign and execute in the name of the Corporation all
     contracts or other instruments authorized by the Board, except in cases
     where the signing and execution thereof shall be expressly delegated or
     permitted by the Board, the Member or by these Bylaws to some other officer
     or agent of the Corporation; and (e) in general, perform all duties
     incident to the office of president, and such other duties as from time to
     time may be assigned by the Board or as are prescribed by these Bylaws.

          SECTION 5.5-2 VICE PRESIDENT. Each vice president shall have such
     powers and duties as may be prescribed by the Board of Directors or as may
     be delegated from time to time by the president and (in the order as
     designated by the Board of Directors, or in the absence of such
     designation, as determined by the length of time each has held the office
     of vice president continuously) shall exercise the powers of the president
     during that officer's absence or inability to act. As between the
     Corporation and third parties, any action taken by a vice president in the
     performance of the duties of the president shall be conclusive evidence of
     the president's absence or inability to act at the time such action was
     taken.

          SECTION 5.5-3 SECRETARY. The secretary shall: (a) prepare the minutes
     of all meetings of the Member and of the Board and keep such minutes, as
     well as the minutes

                                        9


     of all committees of the Board, in one or more books provided for that
     purpose; (b) see that all notices are duly given in accordance with the
     provisions of these Bylaws or as required by law; (c) serve as custodian of
     the corporate records of the Corporation; (d) have general charge of such
     books and papers as the Board may direct, including, without limitation, a
     record of the names and addresses of all Members in alphabetical order, all
     of which shall, at all reasonable times, be open to the examination of any
     Member, or his agent or attorney, for any proper purpose; and (e)
     authenticate records of the Corporation. The secretary shall also perform
     all duties and exercise all powers incident to the office of the secretary
     and such other duties and powers as the Board and/or Member as applicable,
     or the president from time to time may assign or confer.

          SECTION 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
     accurate books and records of account, showing accurately at all times the
     financial condition of the Corporation; (b) be the legal custodian of all
     monies, notes, securities, and other valuables that may from time to time
     come into the possession of the Corporation; and (c) furnish at meetings of
     the Board, or whenever requested, a statement of the financial condition of
     the Corporation. The treasurer shall also perform all duties and exercise
     all powers incident to the office of the treasurer and such other duties
     and powers as the Board and/or Member as applicable, or the president from
     time to time may assign or confer.

          SECTION 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s) appointed
     by the Board shall have power to perform, and shall perform, all duties
     incumbent upon the appropriate officer(s) of the Corporation subject to the
     general direction of such officers, and shall perform such other duties as
     the Bylaws may require or the Board or Member as applicable may prescribe.

     SECTION 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify directors, officers, employees and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and may indemnify such persons to the fullest extent
permitted by the Texas Non-Profit Corporation Act, subject in each case to
restrictions, if any, in the Corporation's Articles of Incorporation. The
Corporation may secure insurance on behalf of directors and officers against any
liability asserted against them individually or collectively, for actions taken
by them as directors and officers. The Corporation may also procure a fidelity
bond to indemnify itself against the misfeasance or nonfeasance of any officer
or director.

     SECTION 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     SECTION 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such

                                       10


future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor does not
take office until the effective date.

                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.L CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.

     SECTION 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     SECTION 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies or other depositories as the President may from time to time
designate upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     SECTION 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     SECTION 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     SECTION 6.6 FISCAL YEAR; ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     SECTION 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its directors, officers or
employees is a director, officer or employee or holds a substantial financial
interest.

     SECTION 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the

                                       11


Corporation, or any other organization which is associated or affiliated with or
conducted under the auspices of the Corporation, shall preclude the Board from
exercising the authority required to meet its responsibility. The Board shall
retain the right to rescind any such Board authorization, assignment, referral
or delegation in its sole discretion.

     SECTION 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          SECTION 6.9-1 TRANSACTIONS. No contract or other transaction between
     the Corporation and one or more of its directors or officers, or between
     the Corporation and any other corporation, firm, or entity in which one or
     more of the Corporation's directors or officers are directors or officers,
     or have a financial interest or whose immediate family members have a
     financial interest, shall be void or voidable solely because of such
     relationship or interest, or solely because such director(s) or officer(s)
     is (are) present at or participates in the meeting of the Board or a
     committee thereof that authorizes, approves, or ratifies such contract or
     transaction, or solely because his or their votes are counted for such
     purposes, if:

               A.   The fact of such relationship or interest is disclosed or
          known to the Board or the committee that authorizes, approves, or
          ratifies the contract or transaction by a vote or consent sufficient
          for the purpose without counting the votes or consents of such
          interested director(s) or officer(s); or

               B.   The contract or transaction is fair and reasonable as to the
          Corporation at the time it is authorized by the Board or a committee
          thereof.

          SECTION 6.9-2 QUORUM. Common or interested directors or officers may
     be counted in determining the presence of a quorum at a meeting of the
     Board or of a committee thereof that authorizes, approves, or ratifies such
     contract or transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     SECTION 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.

Adopted as of the 8th day of February, 1997.

                                       12

EX-3.7

                                                                     EXHIBIT 3.7

                            ARTICLES OF INCORPORATION
                                       OF
                           AMERIPATH CARROLLTON, INC.

                                   Article 1.

The name of the corporation is AmeriPath Carrollton, Inc.

                                   Article 2.

The corporation is organized pursuant to the provisions of the Georgia Business
Corporation Code.

                                    Article 3.

The duration of the corporation shall be perpetual.

                                   Article 4.

The corporation is organized for profit and is organized for the purpose of
engaging in any lawful business. The corporation shall have all of the general
powers granted to corporations organized under the Georgia Business Corporation
Code, whether granted by specific statutory authority or by construction of law.

                                   Article 5.

The number of shares which the corporation is authorized to issue is one hundred
(100), all of which are of a par value of $0.01 each and are of the same class
and are Common shares.

                                   Article 6.

The street address of the registered office is 4845 Jimmy Carter Boulevard,
Norcross, Georgia 30093, in Gwinnett County. The registered agent at such
address is Corporation Service Company.

                                   Article 7.

The name and address of each incorporator is:



     NAME                           ADDRESS
                                 
     Roy Larson                     Baker & McKenzie
                                    1200 Brickell Avenue, 19th Floor
                                    Miami, Florida 33131




                                   Article 8.

The initial board of directors shall consist of two (2) members. The names and
addresses of each director is:



     NAME                           ADDRESS
                                 
     James C. New                   7289 Garden Road, Suite 200,
                                    Riviera Beach, Florida 33404

     Robert P. Wynn                 7289 Garden Road, Suite 200,
                                    Riviera Beach, Florida 3340


                                   Article 9.

The principal mailing address of the corporation is 7289 Garden Road, Suite 200,
Riviera Beach, Florida 33404.

                                   Article 10.

The corporation shall, to the fullest extent permitted by the provisions of the
Georgia Business Corporation Code, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
provisions from and against any and all of the expenses, liabilities, or other
matters referred to in or covered by said provisions, and any indemnification
effected under this provision shall not be deemed exclusive of rights to which
those indemnified may be entitled under any Bylaw, vote of shareholders or
disinterested directors, or otherwise, both as to action in their official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

                                   Article 11.

The personal liability of the directors of the corporation is hereby eliminated
to the fullest extent permitted by the provisions of the Georgia Business
Corporation Code, as the same may be amended and supplemented.

                                   Article 12.

Action required or permitted by the provisions of the Georgia Business
Corporation Code to be taken at a shareholders' meeting may be taken without a
meeting in accordance with the provisions of Section 14-2-704 of the Georgia
Business Corporation Code if the action is taken by persons who would be
entitled to vote at a meeting shares having voting power to cast not less than
the minimum

                                        2


number (or numbers, in the case of voting by groups) of votes that would be
necessary to authorize or take the action at a meeting at which all shareholders
entitled to vote were present and voted.

                                   Article 13.

In discharging the duties of their respective positions and in determining what
is believed to be in the best interests of the corporation, the Board of
Directors, committees of the Board of Directors, and individual directors, in
addition to considering the effects of any action on the corporation or its
shareholders, may consider the interests of the employees, customers, suppliers,
and creditors of the corporation and its subsidiaries, the communities in which
offices or other establishments of the corporation and its subsidiaries are
located, and all other factors such directors consider pertinent.

                                   Article 14.

This Article constitutes an undertaking by the corporation to publish a notice
of the filing of these Articles of Incorporation as required by the provisions
of subsection (b) of Section 14-2-201.1 of the Georgia Business Corporation
Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation
this 25th day of May 2000.

                                      /s/ Roy Larson
                                      -------------------------
                                      Roy Larson
                                      Incorporator

[SEAL]

                                        3

EX-3.8

                                                                     EXHIBIT 3.8


                           AMERIPATH CARROLLTON, INC.


                                     BYLAWS


                                                    Adopted on November 15, 2001



                                TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE 1OFFICES AND AGENT.....................................................1

     Section 1.1Registered Office and Agent....................................1

     Section 1.2Other Offices..................................................1

ARTICLE 2MEETINGS OF SHAREHOLDERS..............................................1

     Section 2.1Annual Meetings................................................1

     Section 2.2Special Meetings...............................................1

     Section 2.3Place of Meetings..............................................1

     Section 2.4Notice of Meetings.............................................2

     Section 2.5Voting Group...................................................2

     Section 2.6Quorum for Voting Groups.......................................2

     Section 2.7Vote Required for Action.......................................2

     Section 2.8Voting for Directors...........................................3

     Section 2.9Voting of Shares...............................................3

     Section 2.10Proxies.......................................................3

     Section 2.11Presiding Officer and Secretary...............................4

     Section 2.12Inspectors....................................................4

     Section 2.13Adjournments..................................................4

     Section 2.14Action by Shareholders Without a Meeting......................4

ARTICLE 3THE BOARD OF DIRECTORS................................................5

     Section 3.1General Powers.................................................5

     Section 3.2Number and Election............................................5

     Section 3.3Term and Resignation...........................................5

     Section 3.4Removal........................................................6

     Section 3.5Vacancies......................................................6

     Section 3.6Compensation...................................................6

     Section 3.7Committees.....................................................6

ARTICLE 4MEETINGS OF THE BOARD OF DIRECTORS....................................6

     Section 4.1Regular Meetings...............................................7

     Section 4.2Special Meetings...............................................7

     Section 4.3Place of Meetings..............................................7

     Section 4.4Notice of Meetings.............................................7






                                                                            Page
                                                                            ----
                                                                           
     Section 4.5Quorum.........................................................7

     Section 4.6Vote Required for Action.......................................7

     Section 4.7Participation by Conference Telephone..........................8

     Section 4.8 Adjournments..................................................8

     Section 4.9Action by Directors Without a Meeting..........................8

ARTICLE 5MANNER OF NOTICE TO AND WAIVER OF
     NOTICE BY SHAREHOLDERS AND DIRECTORS......................................9

     Section 5.1Mariner of Notice..............................................9

     Section 5.2  Waiver of Notice............................................10

ARTICLE 6OFFICERS.............................................................11

     Section 6.1  Number and Duties...........................................11

     Section 6.2  Appointment and Term........................................11

     Section 6.3  Compensation................................................11

     Section 6.4  President...................................................11

     Section 6.5  Vice Presidents.............................................11

     Section 6.6  Secretary...................................................11

     Section 6.7  Treasurer...................................................12

     Section 6.8  Bonds.......................................................12

ARTICLE 7SHARES...............................................................13

     Section 7.1  Authorization and Issuance of Shares........................13

     Section 7.2  Share Certificates..........................................13

     Section 7.3  Registered Owner............................................13

     Section 7.4  Transfers of Shares.........................................13

     Section 7.5  Duty of Corporation to Register Transfer....................13

     Section 7.6  Lost, Stolen, or Destroyed Certificates.....................14

     Section 7.7  Record Date with Regard to Shareholder Action...............14

ARTICLE 8DISTRIBUTIONS........................................................14

     Section 8.1  Authorization or Declaration................................14

     Section 8.2  Record Date With Regard to Distributions....................15

ARTICLE 9INDEMNIFICATION......................................................15

     Section 9.1  Definitions.................................................15

     Section 9.2  Basic Indemnification Arrangement...........................16

     Section 9.3  Advances for Expenses.......................................17


                                       -2-




                                                                            Page
                                                                            ----
                                                                           
     Section 9.4  Court-Ordered Indemnification and Advances for
             Expenses.........................................................18

     Section 9.5  Determination and Authorization of Indemnification..........18

     Section 9.6  Indemnification of Employees and Agents.....................19

     Section 9.7  Shareholder Approved Indemnification........................19

     Section 9.8  Insurance...................................................20

     Section 9.9  Witness Fees................................................21

     Section 9.10 Report to Shareholders......................................21

     Section 9.11 Amendments; Severability....................................21

ARTICLE 10MISCELLANEOUS.......................................................21

     Section 10.1 Inspection of Records.......................................21

     Section 10.2 Fiscal Year.................................................21

     Section 10.3 Corporate Seal..............................................21

     Section 10.4 Financial Statements........................................22

     Section 10.5 Conflict with Articles of Incorporation.....................22

ARTICLE 11 AMENDMENTS.........................................................22

     Section 11.1 Power to Amend Bylaws.......................................22


                                       -3-


                                    ARTICLE 1
                                OFFICES AND AGENT

     SECTION 1.1 REGISTERED OFFICE AND AGENT. The corporation shall continuously
maintain in the State of Georgia a registered office that may be the same as any
of the corporation's places of business. In addition, the corporation shall
continuously maintain a registered agent whose business office is identical with
the registered office. The registered agent may be an individual who resides in
the state of Georgia, a domestic corporation or nonprofit domestic corporation,
or a foreign corporation or nonprofit foreign corporation authorized to transact
business in the state of Georgia.

     SECTION 1.2 OTHER OFFICES. In addition to having a registered office, the
corporation may have other offices, located in or out of the State of Georgia,
as the corporation's board of directors (the "Board of Directors") may designate
from time to time.

                                    ARTICLE 2
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 ANNUAL MEETINGS. The corporation shall hold a meeting of
shareholders annually at a time on or before June 30 as designated by the Board
of Directors for the purpose of electing directors and transacting any other
business that may properly come before the shareholders. Even if the corporation
does not hold an annual meeting as provided in this Section, any business,
including the election of directors, that might properly have been acted upon at
an annual meeting may be acted upon by the shareholders at a special meeting
held in accordance with these bylaws or in accordance with a court order.

     SECTION 2.2 SPECIAL MEETINGS. The corporation shall hold a special meeting
of shareholders on the call at any time of the Board of Directors or the
president of the corporation. In addition, the corporation shall hold a special
meeting of shareholders upon the written demand of the holders of twenty-five
percent (25%) of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. This written demand must be signed,
dated, and delivered to the corporation and must describe the purpose for which
the special meeting is to be held.

     SECTION 2.3 PLACE OF MEETINGS. The corporation may hold shareholders'
meetings, both annual and special, at any place in or out of the state of
Georgia, except that the corporation shall hold any meeting at the place set
forth in the notice of the meeting or, if the meeting is held in accordance with
a waiver of notice of the meeting, at the place set forth in the waiver of
notice. If no place is specified in the notice or the waiver of notice, the
corporation shall hold the meeting at the corporation's principal office.



     SECTION 2.4 NOTICE OF MEETINGS. The corporation shall notify shareholders
of the date, time, and place of each annual and special shareholders' meeting no
fewer than 10 nor more than 60 days before the meeting date. Unless the Georgia
Business Corporation Code (the "Code") or the articles of incorporation require
otherwise, the corporation shall notify only those shareholders entitled to vote
at the meeting who have not waived, in accordance with Section 5.2, the right to
receive notice. Notice of an annual meeting need not include a description of
the purpose or purposes for which the meeting is called unless the Code or the
articles of incorporation require otherwise. Notice of a special meeting,
however, must include a description of the purpose or purposes for which the
meeting is called. If not otherwise fixed under Sections 14-2-703 or 14-2-707 of
the Code, the record date for determining shareholders entitled to notice of and
entitled to vote at an annual or special shareholders' meeting is the close of
business on the day before the first notice is delivered to shareholders.

     SECTION 2.5 VOTING GROUP. The term "voting group" means all shares of one
or more classes or series that under the Code or the articles of incorporation
are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders. All shares entitled by the Code or the articles of
incorporation to vote generally on the matter are for that purpose a single
voting group.

     SECTION 2.6 QUORUM FOR VOTING GROUPS. Shares entitled to vote as a separate
voting group may take action on a matter at a meeting of shareholders only if a
quorum of those shares exists with respect to that matter. Unless the Code or
the articles of incorporation provide otherwise, a majority of the votes (as
represented by person or by proxy) entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter. Once a share is represented for any purpose at a meeting other than
solely to object to holding the meeting or to transacting business at the
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting as provided in Section 7.7.

     SECTION 2.7 VOTE REQUIRED FOR ACTION. If a quorum exists, action on a
matter (other than the election of directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes cast
opposing the action, unless the Code, the articles of incorporation, or a bylaw
adopted by the shareholders under Code Section 14-2-1021 requires a greater
number of affirmative votes. If the Code or the articles of incorporation
provide for voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group as provided in this Section and in
Sections 2.5 and 2.6. If the Code or the articles of incorporation provide for
voting by two or more voting groups on a matter, action on that matter is taken
only when voted upon by each of those voting groups counted separately as
provided in this section and in Sections 2.5 and 2.6. Action may be taken by one
voting group on a matter even though no action is taken by another voting group
entitled to vote on the matter.

                                       -2-


     SECTION 2.8 VOTING FOR DIRECTORS. Unless otherwise provided in the articles
of incorporation, directors are elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present. Shareholders do not have a right to cumulate their votes for directors
unless the articles of incorporation so provide.

     SECTION 2.9 VOTING OF SHARES. Unless the Code or the articles of
incorporation provide otherwise, each outstanding share is entitled to one vote
on each matter voted on at a meeting of shareholders. Only shares are entitled
to vote. Shareholders voting their shares will vote their shares by voice vote
or by show of hands unless a qualified voting shareholder, prior to any voting
on a matter, demands a vote by ballot. If a demand occurs, shareholders shall
vote by ballot. Each ballot must state the name of the shareholder voting and
the number of shares voted by the shareholder. If a ballot is cast by proxy, the
ballot must also state the name of the proxy.

     SECTION 2.10 PROXIES.

          (a)  A shareholder may vote his or her shares in person or by proxy.
For a shareholder to vote shares by proxy, a shareholder or his or her agent or
attorney-in-fact shall appoint a proxy by executing a writing that authorizes
another person or persons to vote or otherwise act for the shareholder by
signing and dating an appointment form. An appointment of proxy is effective
when the corporate agent authorized to tabulate votes receives an original or
facsimile transmission of a signed appointment form. The appointment of proxy is
valid for only one meeting and any adjournments, and the appointment form must
specify that meeting. In any event, the appointment is not valid for longer than
11 months unless the appointment form expressly provides for a longer period.
The Secretary of the corporation shall file any appointment of proxy with the
records of the meeting to which the appointment relates

          (b)  An appointment of proxy is revocable or irrevocable as provided
in the Code.

          (c)  If any person questions the validity of an appointment of proxy,
that person shall submit the appointment form for examination to the secretary
of the shareholders' meeting or to a proxy officer or committee appointed by the
person presiding at the meeting. The secretary, proxy officer, or committee, as
the case may be, will determine the appointment form's validity. The secretary's
reference in the meeting's minutes to the regularity of the appointment of proxy
will be PRIMA FACIE evidence of the facts stated in the minutes for establishing
a quorum at the meeting and for all other purposes.

     SECTION 2.11 PRESIDING OFFICER AND SECRETARY. The President of the
corporation shall preside over every shareholders' meeting unless the
shareholders elect another person to preside. The presiding officer will appoint
any persons he or she deems necessary to help with the meeting. The Secretary of
the corporation shall have

                                       -3-


responsibility for preparing minutes of shareholders' meetings and for
authenticating records of the corporation.

     SECTION 2.12 INSPECTORS. The corporation may appoint one or more inspectors
to act at a shareholders' meeting and to make a written report of the
inspectors' determinations. Each inspector shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of the inspector's ability. The inspector shall: ascertain
the number of shares outstanding and the voting power of each; determine the
shares represented at a meeting; determine the validity of proxies and ballots;
count all votes; and determine the result. An inspector may be an officer or
employee of the corporation.

     SECTION 2.13 ADJOURNMENTS.

          (a)  The holders of a majority of the voting shares represented at a
meeting may adjourn the meeting from time to time. This right to adjourn exists
whether or not a quorum is present at the meeting and applies to annual as well
as special meetings, including any meetings that are adjourned and reconvened.

          (b)  If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, the corporation is not required to give notice
of the new date, time, or place or of the business to be transacted, if the new
date, time, or place is announced at the meeting before adjournment, except that
if a new record date for the adjourned meeting is or must be fixed, the
corporation must give notice of the adjourned meeting to persons who are
shareholders as of the new record date. At the meeting reconvened after
adjournment, the corporation may transact any business that could have been
transacted at the meeting that was adjourned.

          (c)  The Board of Directors may fix a new record date if the Board of
Directors desires, but must fix a new record date if the meeting is adjourned to
a date more than 120 days after the date fixed for the original meeting. If a
new record date is not fixed, the determination of shareholders entitled to
notice of or to vote at a shareholders' meeting is effective for any adjournment
of the meeting.

     SECTION 2.14 ACTION BY SHAREHOLDERS WITHOUT A MEETING. Action required or
permitted by the Code to be taken at a shareholders' meeting may be taken
without a meeting if the action is taken by all shareholders entitled to vote on
the action or, if so provided in the articles of incorporation, by persons who
would be entitled to vote at a meeting shares having voting power to cast not
less than the minimum number (or numbers, in the case of voting by groups) of
votes that would be necessary to authorize or take the action at a meeting at
which all shareholders entitled to vote were present and voted. The action must
be evidenced by one or more written consents bearing the date of signature and
describing the action taken, signed by shareholders entitled to take action
without a meeting, and delivered to the corporation for inclusion in the minutes
or filing with the corporate records. The corporation must also meet further
requirements of the

                                       -4-


Code concerning these consents, including giving written notice of the action
taken when less than all shareholders execute the written consent.

                                    ARTICLE 3
                             THE BOARD OF DIRECTORS

     SECTION 3.1 GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors. In addition to the
powers and authority expressly conferred upon it by these bylaws, the Board of
Directors may exercise all powers of the corporation and do all lawful acts and
things that are not by law, by any legal agreement among shareholders, by the
articles of incorporation, or by these bylaws directed or required to be
exercised or done by the shareholders.

     SECTION 3.2 NUMBER AND ELECTION.

          (a)  The number of directors of the corporation shall initially be the
number specified in the corporation's articles of incorporation, and thereafter
such number can be changed from time to time by resolution of the shareholders
or of the Board of Directors.

          (b)  The initial directors shall be those persons named in the
articles of incorporation. Thereafter, the directors shall be elected in
accordance with Section 2.8 at each annual shareholders' meeting, except that a
director filling a vacancy on the Board of Directors shall be elected in
accordance with Section 3.5.

     SECTION 3.3 TERM AND RESIGNATION.

          (a)  The terms of the initial directors shall expire at the first
shareholders' meeting at which directors are elected. The terms of all other
directors shall expire at the next annual shareholders' meeting following their
election. Despite the expiration of a director's term, the director shall
continue to serve until a successor is elected and qualifies or until there is a
decrease in the number of directors.

          (b)  A director may resign at any time by delivering written notice to
the Board of Directors, its chairman, or the corporation. A resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

     SECTION 3.4 REMOVAL. The shareholders may remove one or more directors from
office with or without cause by a majority of the votes entitled to be cast. If
the director was elected by a voting group, only the shareholders of that voting
group may participate in the vote to remove him or her. The shareholders may
remove a director only at a meeting called for the purpose of removing him or
her, and the meeting notice must state that the purpose, or one of the purposes,
of the meeting is removal of the director.

                                       -5-


     SECTION 3.5 VACANCIES. A vacancy occurring in the Board of Directors, other
than by reason of an increase in the number of directors, shall be filled for
the unexpired term by the first to take action of (a) the shareholders or (b)
the Board of Directors, and if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office. If the
vacant office was held by a director elected by a voting group, only the holders
of shares of that voting group or the remaining directors elected by that voting
group are entitled to vote to fill the vacancy. A vacancy occurring in the Board
of Directors by reason of an increase in the number of directors shall be filled
in like manner as any other vacancy, but if filled by action of the Board of
Directors, shall be for a term of office continuing only until the next election
of directors by the shareholders and until the election and qualification of a
successor.

     SECTION 3.6 COMPENSATION. Unless the articles of incorporation provide
otherwise, the Board of Directors may determine from time to time the
compensation, if any, that directors may receive for their services as
directors. A director may also serve the corporation in a capacity other than
that of director and receive compensation that is determined by the Board of
Directors for services rendered in such other capacity.

     SECTION 3.7 COMMITTEES. The Board of Directors by resolution may create one
or more committees and appoint members of the Board of Directors to serve on
such committees. Each committee shall have one or more members, each of whom
serve at the pleasure of the Board of Directors. Except as limited by the Code,
each committee will have the authority set forth in the resolution establishing
the committee. The provisions of Article 4 regarding the Board of Directors and
its deliberations shall apply to any committees of the Board of Directors.

                                    ARTICLE 4
                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 4.1 REGULAR MEETINGS. The Board of Directors shall hold a regular
meeting immediately after the annual shareholders' meeting or a special
shareholders' meeting held in lieu of the annual meeting. In addition, the Board
of Directors may schedule and hold other meetings at regular intervals
throughout the year.

     SECTION 4.2 SPECIAL MEETINGS. The Board of Directors shall hold a special
meeting upon the call of the President or any two directors.

     SECTION 4.3 PLACE OF MEETINGS. The Board of Directors may hold meetings,
both regular and special, at any place in or out of the state of Georgia.
Regular meetings shall be held at the place established from time to time for
regular meetings. Special meetings shall be held at the place set forth in the
notice of the meeting or, if the special meeting is

                                       -6-


held in accordance with a waiver of notice of the meeting, at the place set
forth in the waiver of notice.

     SECTION 4.4 NOTICE OF MEETINGS. Unless the articles of incorporation
provide otherwise, the corporation is not required to give notice of the date,
time, place, or purpose of a regular meeting of the Board of Directors. The
corporation shall, however, give at least one day's prior notice of the date,
time, and place of a special meeting of the Board of Directors. If the articles
of incorporation provide for a longer or shorter period for notice, then the
corporation shall comply with that period. Unless the articles of incorporation
provide otherwise, notice of a special meeting is not required to describe the
purpose of the meeting. Notices of meetings must also comply with Section 5.1
and may be waived in accordance with Section 5.2.

     SECTION 4.5 QUORUM. Unless the Code, the articles of incorporation, or
these bylaws require a greater number or unless otherwise specifically provided
in the Code, a quorum of the Board of Directors consists of a majority of the
total number of directors that has been initially fixed in the articles of
incorporation or that has been later prescribed by resolution of the
shareholders or of the Board of Directors in accordance with Section 3.2,

     SECTION 4.6 VOTE REQUIRED FOR ACTION.

          (a)  If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors unless
the Code, the articles of incorporation, or these bylaws require the vote of a
greater number of directors.

          (b)  A director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless:

               (i)    he or she objects at the beginning of the meeting (or
     promptly upon his or her arrival) to holding it or transacting business at
     the meeting;

               (ii)   his or her dissent or abstention from the action taken is
     entered in the minutes of the meeting; or

               (iii)  he or she delivers written notice of his or her dissent or
     abstention to the presiding officer of the meeting before its adjournment
     or to the corporation immediately after adjournment of the meeting.

The right to dissent or abstain is not available to a director who votes in
favor of the action taken.

                                       -7-


     SECTION 4.7 PARTICIPATION BY CONFERENCE TELEPHONE. Unless the articles of
incorporation or these bylaws provide otherwise, any or all directors may
participate in a meeting of the Board of Directors or of a committee of the
Board of Directors through the use of any means of communication by which all
directors participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means shall be deemed to be present
in person at the meeting.

     SECTION 4.8 ADJOURNMENTS. A majority of the directors present at a meeting
may adjourn the meeting from time to time. This right to adjourn exists whether
or not a quorum is present at the meeting and applies to regular as well as
special meetings, including any meetings that are adjourned and reconvened. If a
meeting of the Board of Directors is adjourned to a different date, time, or
place, the corporation is not required to give notice of the new date, time, or
place or of the business to be transacted, if the new date, time, or place is
announced at the meeting before adjournment. At the meeting reconvened after
adjournment, the Board of Directors may transact any business that could have
been transacted at the meeting that was adjourned.

     SECTION 4.9 ACTION BY DIRECTORS WITHOUT A MEETING. Unless the articles of
incorporation or these bylaws provide otherwise, any action required or
permitted by the Code to be taken at any meeting of the Board of Directors (or a
committee of the Board of Directors) may be taken without a meeting if the
action is taken by all the members of the Board of Directors (or the committee,
as the case may be). The action must be evidenced by one or more written
consents describing the action taken, signed by each director (or each director
serving on the committee, as the case may be), and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.

                                    ARTICLE 5
     MANNER OF NOTICE TO AND WAIVER OF NOTICE BY SHAREHOLDERS AND DIRECTORS

     SECTION 5.1 MANNER OF NOTICE.

          (a)  Whenever these bylaws require notice to be given to any
shareholder or director, the notice must comply with this Section 5.1 in
addition to any other section of these bylaws concerning notice and any
provision in the articles of incorporation.

          (b)  Notice to shareholders shall be in writing unless oral notice is
reasonable under the circumstances. Notice to a director may be written or oral.

          (c)  Notice may be communicated in person; by telephone, telegraph,
teletype, facsimile, or other form of wire or wireless communication; or by mail
or private carrier. If these forms of personal notice are impracticable, notice
may be communicated

                                       -8-


by a newspaper of general circulation in the area where published, or by radio,
television, or other form of public broadcast communication. Unless otherwise
provided in the Code, the articles of incorporation, or these bylaws, notice by
facsimile transmission, telegraph, or teletype shall be deemed to be notice in
writing.

          (d)  Written notice to shareholders, if the notice is in a
comprehensible form, is effective when mailed, if mailed with first-class
postage prepaid and correctly addressed to the shareholder's address shown in
the corporation's current record of shareholders.

          (e)  Except as provided in subsection 5.1(d), written notice, if in a
comprehensible form, is effective at the earliest of the following:

               (i)    when received, or when delivered, properly addressed, to
     the addressee's last known principal place of business or residence;

               (ii)   five days after its deposit in the mail, as evidenced by
     the postmark, or such longer period as provided in the articles of
     incorporation or these bylaws, if mailed with first-class postage prepaid
     and correctly addressed; or

               (iii)  on the date shown on the return receipt, if sent by
     registered or certified mail, return receipt requested, and the receipt is
     signed by or on behalf of the addressee.

          (f)  Oral notice is effective when communicated if communicated in a
comprehensible manner.

          (g)  In calculating time periods for notice, when a period of time
measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

     SECTION 5.2 WAIVER OF NOTICE.

          (a)  A shareholder may waive any notice before or after the date and
time stated in the notice. Except as provided in subsection 5.2(b), the waiver
must be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with the
corporate records.

          (b)  A shareholder's attendance at a meeting:

               (i)    waives objection to lack of notice or defective notice of
     the meeting, unless the shareholder at the beginning of the meeting objects
     to holding the meeting or transacting business at the meeting; and

                                       -9-


               (ii)   waives objection to consideration of a particular matter
     at the meeting that is not within the purpose or purposes described in the
     meeting notice, unless the shareholder objects to considering the matter
     when it is presented.

          (c)  A shareholder's waiver of notice is not required to specify the
business transacted or the purpose of the meeting unless required by the Code or
these bylaws.

          (d)  A director may waive any notice before or after the date and time
stated in the notice. Except as provided in subsection 5.2(e), the waiver must
be in writing, signed by the director entitled to the notice, and delivered to
the corporation for inclusion in the minutes or filing with the corporate
records.

          (e)  A director's attendance at or participation in a meeting waives
any required notice to him or her of the meeting unless the director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

                                    ARTICLE 6
                                    OFFICERS

     SECTION 6.1 NUMBER AND DUTIES. The officers of the corporation will consist
of a President, a Secretary, and a Treasurer and may include one or more Vice
Presidents. The Board of Directors may appoint other officers and a duly
appointed officer may appoint other officers in accordance with this Article 6.
The officers will have the authority and shall perform the duties as set forth
in these bylaws. The other officers that are appointed will have the authority
and shall perform the duties as established by the Board of Directors from time
to time. The same person may hold any two or more offices.

     SECTION 6.2 APPOINTMENT AND TERM. All officers shall be appointed by the
Board of Directors or by a duly appointed officer in accordance with this
Article 6 and shall serve at the pleasure of the Board of Directors or the
appointing officers, as the case may be. All officers, however appointed, may be
removed with or without cause by the Board of Directors and any officer
appointed by another officer may also be removed by the appointing officer with
or without cause.

     SECTION 6.3 COMPENSATION. The Board of Directors shall fix the
compensation, if any, of all corporate officers, however appointed.

     SECTION 6.4 PRESIDENT. The President will be the chief executive officer of
the corporation and will have general supervision of the business of the
corporation. The President shall see that all orders and resolutions of the
Board of Directors are carried into

                                      -10-


effect. Unless the articles of incorporation, these bylaws, or a resolution of
the Board of Directors provides otherwise, the President may execute and deliver
on behalf of the corporation any contract, conveyance, or similar document not
requiring approval by the Board of Directors or shareholders as provided in the
Code. The President will have any other authority and shall perform any other
duties that the Board of Directors may delegate to him or her from time to time.

     SECTION 6.5 VICE PRESIDENTS. In the case of absence or disability of the
President, or at the direction of the President, the Vice President, if any,
will have the authority and shall perform the duties of the President. If the
corporation has more than one Vice President, the one designated by the Board of
Directors to act in lieu of the President shall act in lieu of the President. A
Vice President will have any other authority and shall perform any other duties
that the Board of Directors may delegate to him or her from time to time.

     SECTION 6.6 SECRETARY. The Secretary will have responsibility for preparing
minutes of the acts and proceedings of all meetings of the shareholders, of the
Board of Directors, and of any committees of the Board of Directors. The
Secretary will have authority to give all notices required by the Code, other
applicable law, or these bylaws. The Secretary will have responsibility for the
custody of the corporate books, records, contracts, and other corporate
documents. The Secretary will have authority to affix the corporate seal to any
lawfully executed document and shall sign any instruments that require his or
her signature. The Secretary shall authenticate records of the corporation. The
Secretary will have any other authority and shall perform any other duties that
the Board of Directors may delegate to him or her from time to time. In the case
of absence or disability of the Secretary, or at the direction of the President,
any assistant secretary will have the authority and may perform the duties of
the Secretary.

     SECTION 6.7 TREASURER. The Treasurer will have responsibility for the
custody of all funds and securities belonging to the corporation and for the
receipt, deposit, or disbursement of funds and securities under the direction of
the Board of Directors. The Treasurer shall cause to be maintained true accounts
of all receipts and disbursements and shall make reports of these to the Board
of Directors, upon its request, and to the President, upon his or her request.
The Treasurer will have any other authority and shall perform any other duties
that the Board of Directors may delegate to him or her from time to time.

     SECTION 6.8 BONDS. The Board of Directors by resolution may require any or
all of the officers, agents, or employees of the corporation to give bonds to
the corporation, with sufficient surety or sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with any other conditions that from time to time may be required by the
Board of Directors.

                                      -11-


                                    ARTICLE 7
                                     SHARES

     SECTION 7.1 AUTHORIZATION AND ISSUANCE OF SHARES. In accordance with the
Code, the Board of Directors may authorize shares of any class or series
provided for in the articles of incorporation to be issued for any consideration
valid under the provisions of the Code. To the extent provided in the articles
of incorporation the Board of Directors shall determine the preferences,
limitations, and relative rights of the shares.

     SECTION 7.2 SHARE CERTIFICATES. The interest of each shareholder will be
represented by a certificate or certificates representing shares of the
corporation. Each certificate will be in the form the Board of Directors may
from time to time adopt, but at a minimum each share certificate shall state on
its face the name of this corporation and that it is organized under the laws of
the state of Georgia; state on its face the name of the shareholder to whom
issued; state on its face the number and class of shares and the designation of
the series, if any, the certificate represents; and be signed by either the
President, a Vice President, the Secretary, or the Treasurer. In addition, at a
minimum, each share certificate shall be numbered consecutively, be in
registered form, and indicate the date of issuance. It is not required that each
share certificate bear the corporate seal.

     SECTION 7.3 REGISTERED OWNER. The corporation may treat the registered
owner of any share of stock of the corporation as the person exclusively
entitled to vote such share and to receive any dividend or other distribution
with respect to such share and as the exclusive owner of such share for all
other purposes. Accordingly, the corporation is not required to recognize any
other person's equitable, or other, claim to or interest in such share, whether
or not the corporation has express or other notice of the claim or interest,
except as provided otherwise by law.

     SECTION 7.4 TRANSFERS OF SHARES. The Board of Directors may designate a
transfer agent to transfer shares on the transfer books of the corporation when
the agent is properly directed to do so. The transfer agent shall keep such
books at his or her office. Only the person named on a certificate, or his or
her attorney-in-fact lawfully constituted by writing, may direct the transfer
agent to transfer the share represented by that certificate. Before the
corporation issues a new certificate to the new owner of the shares, the old
certificate must be surrendered to the corporation for cancellation. In the case
of a certificate claimed to have been lost, stolen, or destroyed, the person
making the claim must comply with Section 7.6.

     SECTION 7.5 DUTY OF CORPORATION TO REGISTER TRANSFER. Notwithstanding any
provision in Section 7.4, the corporation has no duty to register the transfer
of a share unless:

          (a)  the certificate representing that share has been endorsed by the
appropriate person or persons;

                                      -12-


          (b)  reasonable assurance has been given that the endorsement or
affidavit (in the case of a lost, stolen, or destroyed certificate) is genuine
and effective;

          (c)  the corporation either has no duty to inquire into adverse claims
or has discharged that duty;

          (d)  the requirements of any applicable law relating to the collection
of taxes for the proposed transfer have been met; and

          (e)  the transfer is in fact rightful or is to a bona fide purchaser.

     SECTION 7.6 LOST, STOLEN, OR DESTROYED CERTIFICATES. In order to receive a
duplicate share certificate to replace a certificate alleged to have been lost,
stolen, or destroyed, any person claiming that a share certificate has been
lost, stolen, or destroyed must make an affidavit or affirmation of that fact in
the manner prescribed by the Board of Directors. In addition, if the Board of
Directors so requires, such person must give the corporation a bond of indemnity
in a form and amount, and with one or more sureties, satisfactory to the Board
of Directors.

     SECTION 7.7 RECORD DATE WITH REGARD TO SHAREHOLDER ACTION. The Board of
Directors may fix a future date as the record date in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action (except an action provided for in
Section 8.2). Any future date fixed as a record date may not be more than 70
days before the date on which the meeting is to be held or the action requiring
a determination of shareholders is to be taken. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting shall be effective
for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. If the Board of
Directors does not fix a future date as a record date, the corporation shall
determine the record date in accordance with the Code.

                                    ARTICLE 8
                                  DISTRIBUTIONS

     SECTION 8.1 AUTHORIZATION OR DECLARATION. Subject to any restriction in the
articles of incorporation, the Board of Directors from time to time in its
discretion may authorize or declare, and the corporation may make, distributions
to the shareholders in accordance with the Code.

     SECTION 8.2 RECORD DATE WITH REGARD TO DISTRIBUTIONS. The Board of
Directors may fix a future date as the record date in order to determine
shareholders entitled to a distribution (other than one involving a purchase,
redemption, or other reacquisition of the corporation's shares). If the Board of
Directors does not fix a future

                                      -13-


date as the record date, the corporation shall determine the record date in
accordance with the Code.

                                    ARTICLE 9
                                 INDEMNIFICATION

     SECTION 9.1 DEFINITIONS. As used in this Article 9, the term:

          (a)  "Corporation" includes any domestic or foreign predecessor entity
of the corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.

          (b)  "Director" or "officer" means an individual who is or was a
director or board-appointed officer, respectively, of the corporation or who,
while a director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan or other entity. A director or officer is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director or officer to the plan or to participants in
or beneficiaries of the plan. "Director" or "officer" includes, unless the
context otherwise requires, the estate or personal representative of a director
or officer.

          (c)  "Disinterested director" or "disinterested officer" means a
director or officer, respectively, who at the time of a vote or selection
referred to in subsection 9.5(b), 9.5(c) or 9.7(a) is not:

               (i)    a party to the proceeding; or

               (ii)   an individual having a familial, financial, professional
     or employment relationship with the person whose indemnification or advance
     for expenses is the subject of the decision being made with respect to the
     proceeding, which relationship would, in the circumstances, reasonably be
     expected to exert an influence on the director's or officer's judgment when
     voting on the decision being made.

          (d)  "Expenses" includes counsel fees.

          (e)  "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan) or reasonable expenses incurred with respect to a proceeding.

          (f)  "Official capacity" means:

                                      -14-


               (i)    when used with respect to a director, the office of
     director in the corporation; and

               (ii)   when used with respect to an officer, the office in the
     corporation held by the officer.

Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.

          (g)  "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding,

          (h)  "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

     SECTION 9.2 BASIC INDEMNIFICATION ARRANGEMENT.

          (a)  Except as provided in subsection 9.2(d), the corporation shall
indemnify an individual who is a party to a proceeding because he or she is or
was a director or officer against liability incurred in the proceeding if;

               (i)    such individual conducted himself or herself in good
     faith; and

               (ii)   such individual reasonably believed:

                      (A) in the case of conduct in his or her official
               capacity, that such conduct was in the best interests of the
               corporation;

                      (B) in all other cases, that such conduct was at least not
               opposed to the best interests of the corporation; and

                      (C) in the case of any criminal proceeding, that the
               individual had no reasonable cause to believe such conduct was
               unlawful.

          (b)  A director's or officer's conduct with respect to an employee
benefit plan for a purpose he or she believed in good faith to be in the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of subsection 9.2(a)(ii)(B).

          (c)  The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself,

                                      -15-


determinative that the director or officer did not meet the standard of conduct
described in subsection 9.2(a).

          (d)  The corporation may not indemnify a director or officer under
this Article 9:

               (i)    in connection with a proceeding by or in the right of the
     corporation, except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director or officer has met the
     relevant standard of conduct under subsection 9.2(a); or

               (ii)   in connection with any proceeding with respect to conduct
     for which he or she was adjudged liable on the basis that personal benefit
     was improperly received by him or her, whether or not involving action in
     his or her official capacity.

     SECTION 9.3 ADVANCES FOR EXPENSES.

          (a)  The corporation shall, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because he or she is a
director or officer if he or she delivers to the corporation;

               (i)    a written affirmation of his or her good faith belief that
     he or she has met the relevant standard of conduct described in subsection
     9.2(a) or that the proceeding involves conduct for which such person's
     liability has been eliminated under the corporation's articles of
     incorporation; and

               (ii)   his or her written undertaking to repay any funds advanced
     if it is ultimately determined that the director or officer is not entitled
     to indemnification under this Article 9 or the Code.

          (b)  The undertaking required by subsection 9.3(a)(ii) must be an
unlimited general obligation of the director or officer but need not be secured
and may be accepted without reference to the financial ability of the director
or officer to make repayment.

     SECTION 9.4 COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES.

          (a)  A director or officer who is a party to a proceeding because he
or she is a director or officer may apply for indemnification or advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. Pursuant to Section 14-2-854 of the Code, after receipt of an
application and after giving any notice it considers necessary, the court shall:

                                      -16-


               (i)    order indemnification or advance for expenses if it
     determines that the director or officer is entitled to indemnification; or

               (ii)   order indemnification or advance for expenses if it
     determines, in view of all the relevant circumstances, that it is fair and
     reasonable to indemnify the director or officer, or to advance expenses to
     the director or officer, even if the director or officer has not met the
     relevant standard of conduct, failed to comply with the requirements for
     advance of expenses, or was adjudged liable in a proceeding referred to in
     subsection 9.2(d), but if the director or officer was adjudged so liable,
     the indemnification shall be limited to reasonable expenses incurred in
     connection with the proceeding.

          (b)  If the court determines that the director or officer is entitled
to indemnification or advance for expenses, it may also order the corporation to
pay the director's or officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

     SECTION 9.5 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

          (a)  The corporation acknowledges that indemnification of a director
or officer under Section 9.2 has been pre-authorized by the corporation as
permitted by Section 14-2-859(a) of the Code. Nevertheless, the corporation
shall not indemnify a director or officer under Section 9.2 unless a
determination has been made for the specific proceeding that indemnification of
the director or officer is permissible in the circumstances because he or she
has met the relevant standard of conduct set forth in subsection 9.2(a);
provided, however, that regardless of the result or absence of any such
determination, the corporation shall indemnify a director or officer who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he or she was a party because he or she was a director or officer of
the corporation against reasonable expenses incurred by the director or officer
in connection with the proceeding.

          (b)  The determination referred to in subsection 9.5(a) shall be made:

               (i)    if there are two or more disinterested directors, by the
     Board of Directors of the corporation by a majority vote of all
     disinterested directors (a majority of whom shall for such purpose
     constitute a quorum) or by a majority of the members of a committee of two
     or more disinterested directors appointed by such a vote;

               (ii)   by special legal counsel:

                      (A) selected in the manner prescribed in paragraph (i) of
               this subsection 9.5(b); or

                                      -17-


                      (B) if there are fewer than two disinterested directors,
               selected by the Board of Directors (in which selection directors
               who do not qualify as disinterested directors may participate);
               or

               (iii)  by the shareholders, but shares owned by or voted under
     the control of a director or officer who at the time does not qualify as a
     disinterested director or disinterested officer may not be voted on the
     determination.

          (c)  As acknowledged above, the corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a determination
for a specific proceeding that the director Or officer met the relevant standard
of conduct under subsection 9.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer for a
specific proceeding shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 9.5(b), except that
if there are fewer than two disinterested directors or if the determination is
made by special legal counsel, evaluation as to reasonableness of expenses shall
be made by those entitled under subsection 9.5(b)(ii)(B) to select special legal
counsel.

     SECTION 9.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The corporation may
indemnify and advance expenses under this Article 9 to an employee or agent of
the corporation who is not a director or officer to the extent, consistent with
public policy, that such indemnification and advances may be provided to a
director or officer.

     SECTION 9.7 SHAREHOLDER APPROVED INDEMNIFICATION.

          (a)  If authorized by the articles of incorporation or a bylaw,
contract or resolution approved or ratified by shareholders of the corporation
by a majority of the votes entitled to be cast, the corporation may indemnify or
obligate itself to indemnify a director or officer made a party to a proceeding,
including a proceeding brought by or in the right of the corporation, without
regard to the limitations in other sections of this Article 9, but shares owned
or voted under the control of a director or officer who at the time of such
authorization does not qualify as a disinterested director or disinterested
officer with respect to any existing or threatened proceeding that would be
covered by the authorization may not be voted on the authorization.

          (b)  The corporation shall not indemnify a director or officer under
this Section 9.7 for any liability incurred in a proceeding in which the
director or officer is adjudged liable to the corporation or is subjected to
injunctive relief in favor of the corporation:

               (i)    for any appropriation, in violation of his or her duties,
     of any business opportunity of the corporation;

                                      -18-


               (ii)   for acts or omissions which involve intentional misconduct
     or a knowing violation of law;

               (iii)  for the types of liability set forth in Section 14-2-832
     of the Code; or

               (iv)   for any transaction from which he or she received an
     improper personal benefit

          (c)  Where approved or authorized in the manner described in
subsection 9.7(a), the corporation may advance or reimburse expenses incurred in
advance of final disposition of the proceeding only if:

               (i)    the director or officer furnishes the corporation a
     written affirmation of his or her good faith belief that his or her conduct
     does not constitute behavior of the kind described in subsection 9.7(b);
     and

               (ii)   the director or officer furnishes the corporation a
     written undertaking, executed personally or on his or her behalf, to repay
     any advances if it is ultimately determined that he or she is not entitled
     to indemnification under this Article 9.

     SECTION 9.8 INSURANCE. The corporation may purchase and maintain insurance
on behalf of an individual who is a director, officer, employee or agent of the
corporation or who, while a director, officer, employee or agent of the
corporation, serves at the corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan or other entity against
liability asserted against or incurred by him or her in that capacity or arising
from his or her status as a director, officer, employee or agent, whether or not
the corporation would have power to indemnify or advance expenses to him or her
against the same liability under this Article 9 or the Code.

     SECTION 9.9 WITNESS FEES. Nothing in this Article 9 shall limit the
corporation's power to pay or reimburse expenses incurred by a director or
officer in connection with his or her appearance as a witness in a proceeding
involving the corporation at a time when he or she is not a party.

     SECTION 9.10 REPORT TO SHAREHOLDERS. To the extent and in the manner
required by the Code from time to time, if the corporation indemnifies or
advances expenses to a director or officer in connection with a proceeding by or
in the right of the corporation, the corporation shall report the
indemnification or advance to the shareholders.

     SECTION 9.11 AMENDMENTS; SEVERABILITY. No amendment, modification or
rescission of this Article 9, or any provision hereof, the effect of which would
diminish the rights to indemnification or advancement of expenses as set forth
herein shall be

                                      -19-


effective as to any person with respect to any action taken or omitted by such
person prior to such amendment, modification or rescission. In the event that
any of the provisions of this Article 9 (including any provision within a single
section, subsection, division or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Article 9 shall remain enforceable to the fullest extent
permitted by law.

                                   ARTICLE 10
                                  MISCELLANEOUS

     SECTION 10.1 INSPECTION OF RECORDS. The Board of Directors may determine
what corporate records, other than those specifically required by the Code to be
made open to inspection, will be made open to the right of inspection by the
shareholders. In addition, the Board of Directors may fix reasonable rules not
in conflict with the Code regarding the inspection of corporate records that are
required by the Code or are permitted by determination of the Board of Directors
to be made open to inspection. The right of inspection granted in Section
14-2-1602(c) of the Code is not available to any shareholder owning two percent
(2%) or less of the shares outstanding, unless the Board of Directors in its
discretion grants prior approval for the inspection to the shareholder.

     SECTION 10.2 FISCAL YEAR. The Board of Directors may determine the fiscal
year of the corporation and may change the fiscal year from time to time as the
Board of Directors deems appropriate.

     SECTION 10.3 CORPORATE SEAL. If the Board of Directors determines that the
corporation should have a corporate seal for the corporation, the corporate seal
will be in the form the Board of Directors from time to time determines.

     SECTION 10.4 FINANCIAL STATEMENTS. Not later than four months after the
close of each fiscal year and in any case prior to the annual shareholders'
meeting, the corporation shall prepare:

          (a)  a balance sheet showing in reasonable detail the financial
condition of the corporation as of the close of its fiscal year; and

          (b)  a profit and loss statement showing the results of its operation
during its fiscal year. Upon written request, the corporation shall promptly
mail to any shareholder of record a copy of the most recent balance sheet and
profit and loss statement.

     SECTION 10.5 CONFLICT WITH ARTICLES OF INCORPORATION. In the event that any
provision of these bylaws conflicts with any provision of the articles of
incorporation, the provision in the articles of incorporation will govern.

                                      -20-


                                   ARTICLE 11
                                   AMENDMENTS

     SECTION 11.1. POWER TO AMEND BYLAWS. The Board of Directors may amend or
repeal the bylaws or adopt new bylaws unless the articles of incorporation or
the Code reserves this power exclusively to the shareholders or unless the
shareholders in amending or repealing a particular bylaw provide expressly that
the Board of Directors may not amend or repeal such bylaw. The shareholders may
amend or repeal the bylaws or adopt new bylaws even though the bylaws may also
be amended or repealed by the Board of Directors. In amending or repealing
bylaws or adopting new bylaws, the Board of Directors and the shareholders shall
comply with any other applicable provisions of the Code.

                                      -21-

EX-3.9

                                                                     EXHIBIT 3.9

                                                                          [SEAL]

                       CERTIFICATE OF AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                              AMERIPATH OHIO, INC.

     JAMES C. NEW, who is the President, and ROBERT P. WYNN, who is the
Secretary of AMERIPATH OHIO, INC., an Ohio corporation for profit (the
"Corporation"), do hereby certify that in a writing signed by all of the
shareholders who would be entitled to a notice of a meeting held for such
purpose, the following Amended Articles of Incorporation were adopted to
supersede and take the place of the existing Articles and all amendments
thereto. These amended Articles are to be filed under Ohio Revised Code
("O.R.C.") Section 1785.01 et. seq. for a professional corporation and this
Corporation will no longer be formed as a non-professional corporation under
O.R.C. 1701.01.

     FIRST:    The name of the corporation is: AMERIPATH CINCINNATI, INC.

     SECOND:   The place in the State of Ohio where its principal office is
located is in the City of Cincinnati, Hamilton County.

     THIRD:    The purposes for which the Corporation is formed are as follows:

          To render professional medical services;

          To possess and exercise without restriction as fully as a natural
          person might do all the powers and authorities conferred upon or
          permitted to a professional association engaged in the practice of
          medicine under the laws of the State of Ohio; and

          To do any an all things incidental to the accomplishment of the
          purposes hereinbefore set forth or incidental to the protection and
          benefit of the Corporation.

     FOURTH:   The number of shares which the Corporation is authorized to have
outstanding is five hundred (500).

     FIFTH:    The Corporation, through its Board of Directors, shall have the
right and power to repurchase any of its outstanding shares at such price and
upon such terms as may be agreed upon between the Corporation and the selling
shareholder of shareholders.

     SIXTH:    These Amended Articles of Incorporation take the place and
supersede the existing Articles of Incorporation as heretofore amended.

                                                                          [SEAL]



     IN WITNESS WHEREOF, the above-named officers, acting and on behalf of the
corporation have hereunto subscribed their names this 7th day of November, 1996.

                                             By: /s/ James C. New
                                                 ------------------------------
                                                    JAMES C. NEW, President

                                             By: /s/ Robert P. Wynn,
                                                 ------------------------------
                                                    ROBERT P. WYNN, Secretary

[SEAL]



                                                                        [SEAL]

                CERTIFICATE OF AMENDED ARTICLES OF INCORPORATION

                                       OF

                           DAVID R. BARRON, M.D., INC.

     DAVID R. BARRON, who is President and CAROLE S. BARRON, who is Secretary of
the above-named Ohio corporation for profit do hereby certify that in a writing
signed by all the shareholders who would be entitled to a notice of a meeting
held for that purpose, the following Amended Articles of Incorporation were
adopted to supersede and take the place of the existing Articles and all
amendments thereto. These Amended Articles are to be filed under Ohio Revised
Code Section 1701.01 et. seq. for a non-professional corporation and this
corporation will no longer be formed as a professional corporation under O.R.C.
1785.01.

                        AMENDED ARTICLES OF INCORPORATION

FIRST:    The name of the corporation is: AMERIPATH OHIO, INC.

SECOND:   The place in the State of Ohio where its principal office is located
          is in the City of Cincinnati, Hamilton County.

THIRD:    The corporation is formed for the purpose of engaging in any lawful
          act or activity for which corporations may be formed under Sections
          1701.01 to 1701.99, inclusive, of the Ohio Revised Code.

FOURTH:   The number of shares which the corporation is authorized to have
          outstanding is five hundred (500).

FIFTH:    The corporation, through its Board of Directors, shall have the right
          and power to repurchase any of its outstanding shares at such price
          and upon such terms as



          may be agreed upon between the corporation and the selling shareholder
          or shareholders.

SIXTH:    These Amended Articles of Incorporation take the place of and
          supersede the existing Articles of Incorporation as heretofore
          amended.

     IN WITNESS WHEREOF, the above-named officers, acting and on behalf of the
corporation, have hereunto subscribed their names this 30th day of September,
1996.

                                                By: /s/ David R. Barron MD
                                                    ----------------------------
                                                    DAVID R. BARRON, M.D.,
                                                    President

                                                By: /s/ Carole S. Barron
                                                    ----------------------------
                                                    CAROLE S.BARRON,
                                                    Secretary

[SEAL]

                                       -2-


                                                                        [SEAL]
                            CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION
                                       OF
                         DANIEL F. RICHFIELD, M.D., INC.

     DAVID R. BARRON, M.D., who is President and CAROLE S. BARRON who is
Secretary of DANIEL F. RICHFIELD, M.D., INC., an Ohio professional corporation,
with its principal office located at Cincinnati, Hamilton County, Ohio, do
hereby certify that in a writing signed by the Sole Shareholder, who would be
entitled to a notice of a meeting held for such purpose, the following
resolution was adopted to amend the Article:

    "RESOLVED, that Article FIRST of the Articles of Incorporation shall be
    amended to read as follows:

         FIRST:  The name of the Corporation shall be
                 DAVID R. BARRON, M.D., INC."


    IN WITNESS WHEREOF, said DAVID R. BARRON, M.D., President and CAROLE S.
BARRON, Secretary of DANIEL F. RICHFIELD, M.D., INC. acting for and on behalf
of said Corporation, have hereunto subscribed their names this 29 day of Mar
1993.

                                            By:    /s/ David R. Barron, MD
                                                ----------------------------
                                                David R. Barron, M.D., President

                                            By:    /s/ Carole S. Barron
                                                ----------------------------
                                                Carole S. Barron, Secretary



                                                                        [SEAL]
                            ARTICLES OF INCORPORATION

                        (UNDER CHAPTER 1785.01 ET. SEQ.)
                            PROFESSIONAL CORPORATION

                                       OF

                        DAVID F. RICHFIELD, M.D., INC.

     The undersigned, a majority of whom are citizens of the United States,
desiring to form a professional corporation in accordance with Chapters 1785
and 1701, Ohio Revised Code, in the practice of medicine do hereby state
the following:

     FIRST. The name of the said corporation shall be

                       DAVID F. RICHFIELD, M.D., INC.

     SECOND. The place in Ohio where its principal office is to be located is


Cincinnati            Hamilton                County, Ohio
- ----------------------------------------------------------
              (City, Village or Township)

     THIRD. The purpose for which the said corporation is organized shall be to
     practice the profession of medicine and to

B. The corporation, through its board of Directors, shall have the right and
power to repurchase any of its outstanding shares at such price and upon such
terms as may be agreed upon between the corporation and the selling shareholder
or shareholders.

C. Notwithstanding any provisions of the General Corporation Law of Ohio, now or
hereafter in force, required for any purpose the vote of consent of the holders
of shares entitling them to exercise two-thirds of the voting power of the
corporation or any class or classes of shares thereof, such action, unless
otherwise expressly required by statute, may be taken by the vote of consent of
the holders of shares entitling them to [ILLEGIBLE] majority of the voting power
of the corporation or at such class of shares thereof.

D. A director or officer of the Corporation shall not be disqualified by his
office from dealing or contracting with the corporation as a vendor, purchaser,
employee, agent or otherwise, nor shall any transaction, contract or act of the
corporation be void or voidable or in any way affected or invalidated by reason
of the fact that any director or officer of any firm of which such director or
officer is a member or any corporation of which such director or officer is a
shareholder, director or officer, is in any way interested in such transaction
contract or act, provided the fact shall be known to the Board of Directors or
such members thereof as shall be present at any meeting of the Board of
Directors at

                                     Page 2


which action upon any such contract, transaction for act shall be taken; nor
shall any such director or officer be accountable or responsible to the
corporation or for in respect of any such transaction, contract, or net of the
corporation of for any gains or profits realized by him by reason of the fact
that he or any firm of which he is a member or any corporation of which he is a
shareholder, officer or director, is interested in such transaction, contract or
act and any such director or officer if such officer is a director, may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors of the corporation which shall authorize or take action in respect of
any such contract, transaction or act, and way vote thereat to authorize, ratify
or I approve any such contract, transaction or act, with like force and effect
as if he or any firm of which he is a member or any corporation of which he is a
shareholder, officer or director, were not in such transaction.

          FOURTH: The amount of stated capital with which the corporation shall
begin business is Five Hundred Dollars ($500.00).

          FIFTH: The number of shares, which the corporation is authorized to
have outstanding is Five Hundred (500):, all of .which shall be Without par
value,

     IN WITNESS WHEREOF, we have hereunto subscribed our names, this 29 day of
October, 1968.

                                            DANIEL F. RICHFIELD, M.D., INC.

                                            /s/ Joseph A. Brant
                                            ---------------------------------
                                            Joseph A. Brant

                                            /s/ Guy M. Hild
                                            ---------------------------------
                                            Guy M. Hild

                                            /s/ Helen M. Smith
                                            ---------------------------------
                                            Helen M. Smith

                                                                   INCORPORATORS

                                     Page 3

EX-3.10

                                                                    EXHIBIT 3.10

                               CODE OF REGULATIONS

                                       OF

                         DANIEL P. RICHFIELD, M.D., INC.

adopted by its shareholders entitled to" vote for the government of the
corporation;

                                   ARTICLE I.

                            MEETINGS OF SHAREHOLDERS

     (a)  ANNUAL MEETINGS. The annual meeting of the shareholders of this
corporation shall be held at the principal office of the corporation, in
Cincinnati, Ohio, on the last day of January of each year, at 2:00 o'clock,
P.M., if not a legal holiday, but if a legal holiday, then on the day following
at the same hour. The first annual meeting of the corporation shall be held in
1970.

     (b)  SPECIAL MEETINGS. Special meetings of the shareholders of this
corporation shall be called by the Secretary, pursuant to a. resolution of the
Board of Directors, or upon the written request of two directors, or by
shareholders representing 25% of the shares issued and entitled to vote. Calls
for special meetings shall specify the time, place and object or objects
thereof, and no business other than that specified in the call therefor shall be
considered at any such meetings.

     (c)  NOTICE OF MEETINGS. A written or printed notice of the annual or any
special meeting of the shareholders, stating the time and place, and in case of
special meetings, the objects thereof/ shall be given to each shareholder
entitled to vote at such meeting appearing on the books of the corporation by
mailing same to his address as the same appears on the records of the
corporation or of its Transfer Agent, or Agents, at least ten (10) days before
any such meeting; provided, however, that no failure or irregularity of notice
of any annual meeting shall invalidate the same or any proceeding thereat.

     All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares,

     (d)  QUORUM. A majority in number of the shares authorized, issued and
outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of the
shareholders, but less than such majority may adjourn the meeting of
shareholders from time to time and at any such adjourned meeting any business
may be transacted which might have been transacted if the meeting had been
originally called.

     (e)  PROXIES. Any shareholder entitled to vote at a meeting of shareholders
may be represented and vote thereat by proxy appointed



by an instrument in writing, subscribed by such shareholder, or by his duly
authorized attorney, and submitted to the Secretary at or before such meeting.

                                   ARTICLE II.

                                      SEAL

     The seal of -the- corporation shall be 'circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates of
the corporation's shares. If deemed advisable by the Board of Directors, a
duplicate sea.! may be kept and used by any other officer of the corporation/ or
by any Transfer Agent of its shares.

                                  ARTICLE III.

                                     SHARES

     SECTION 1. CERTIFICATES. Certificates evidencing ownership of shares of the
corporation shall he issued to those entitled to them by transfer or otherwise.
Each certificate for shares shall bear a distinguishing number/ the signature of
the President or Vice-President, and of the Secretary or an Assistant Secretary/
the seal of the corporation and such recitals as may be required by law. The
certificates for shares shall be of such tenor and design as the Board of
Directors from time to time may adopt.

     SECTION 2. TRANSFERS. (a) The shares may be transferred on the proper books
of the corporation by the registered holders thereof, or by their attorneys
legally constituted, or their legal representative by surrender of the
certificate therefor for cancellation and a written assignment of the shares
evidenced thereby. The Board of Directors may, from time to time/ appoint such
Transfer Agents or Registrars of. shares as it may deem advisable, and may
define their powers and duties.

     (b)  All endorsements, assignments, transfers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the name of the corporation by any two of the
following officers, to wit: the President or a Vice President, and the
Treasurer or Secretary or an Assistant Treasurer or an Assistant Secretary; or
by any person or persons thereunto authorized by the Board of Directors.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed but in every case the
owner of the lost certificate or certificates shall first cause to be given to
the corporation a bond, with surety or sureties satisfactory to the corporation
in such sum as said Board of Directors may in its discretion deem sufficient as
indemnity against any loss or liability that the corporation may incur by reason
of the issuance of such new certificates; but the Board of Directors may, in its
discretion, refuse to issue such new certificate save upon the



order of some court having jurisdiction in such matters pursuant to the statute
made and provided, or the Board of Directors may accept the indemnity of the
shareholder without a surety. The Board of Directors, in. its discretion,, may
waive the requiring of a surety to indemnify this corporation upon issuing a
certificate to replace a list certificate and instead of such surety accept the
personal guarantee of the shareholder to whom said new certificate is being
issued.

     SECTION 4. CLOSING OF TRANSFER BOOKS. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.

     SECTION 5. RESTRICTIONS ON TRANSFER. No present or future stockholder of
the corporation or his executor, administrator or personal representative shall
encumber or dispose of the stock of the corporation which he now owns or may
hereafter acquire, except as follow

     (a)  Bequest or Gift. Any stockholder may transfer any part or all of such
stock by testate direction or intestate distribution at the time of his death to
or for the benefit of any person or persons, or by gift to, or in trust for the
benefit of, himself, his spouse, his parent or parents, or any descendant or
descendants of his. In case of any such transfer the legatees, heirs/ next of
kin, donees, or other transferees shall receive and hold such stock subject to
the restriction on encumbrance and disposition set forth in this Section 5 of
Article III of the Code of Regulations.

     (b)  Sale. Any stockholder who desires to sell all or any part of such
stock shall first offer in writing such stock for sale to the corporation at the
same price and upon the same terms offered to such stockholder by a bona fide
prospective purchaser of such shares* The corporation shall have the option for
ten (10) days after its receipt of such written offer to accept such offer. If,
within such ten-day period, the corporation shall fail to accept such offer in
its entirety, its option hereunder as to such offer shall terminate. There upon
the stockholder so desiring to sell all or part of his stock shall make the same
offer (being an offer in writing to sell such stock at the same price and upon
the same terms offered to such stockholder by a bona fide prospective purchaser
of such shares) to all of the other then stockholders of the corporation (as a
group) and shall give written notice of such offer to all of the other then
stockholders. Such other stockholders shall have the option for thirty (30) days
after their receipt of such written offer to accept such offer in such
proportions among themselves as they may agree, and if they do not agree, then
each such stockholder who desires to accept such offer shall have the right to
purchase such a fraction of such shares of stock as is computed as follows:

     (i)  The numerator of the fraction shall be the number corresponding to the
number of shares of stock of the corporation then owned by such stockholder who
desires to accept such offer;



     (ii) The denominator of such fraction shall be the number corresponding to
the sum of all of the shares of stock then owned by all of the then stockholders
who desire to accept such offer;

provided, however, that no stockholder shall have the right to purchase any part
of the shares so offered for sale unless all of such shares so offered for sale
are purchased, pursuant to such offer, by one or more of such offeree
stockholders.

     If no stockholder or stockholders exercise such option within the aforesaid
thirty-day period, then the stockholder so desiring to sell part or all of his
stock shall have the right for a period ending on the sixtieth (60th) day after
the expiration of the aforesaid thirty-day period, to sell such stock to, and
only to, the aforesaid bona fide prospective purchaser in the same quantity, at
the same price, and upon the same terms as were offered to the other
stockholders and/or the corporation. Upon the expiration of such sixty (60) day
period, if such stockholder does not sell such stock, all of the restrictions
imposed by this Section 5 of Article III of the Code of Regulation; shall apply
to all of the stock owned by such stockholder.

     (c)  Imprint on Certificates. All stock certificates shall have the
following language typed upon the face of said certificates:

           "SUBJECT TO RESTRICTIONS IMPOSED BY ARTICLE III, SECTION 5
                OP THE CODE OF REGULATIONS OF THIS CORPORATION."

                                   ARTICLE IV.

                                    DIRECTORS

     The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members. The election of directors shall be held at
the annual meeting of the shareholders, or at a special meeting called for that
purpose.

     Directors shall hold office until the expiration of the terra for which
they were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.

                                   ARTICLE V.

                             VACANCIES IN THE BOARD

     A resignation from the Board of Directors shall be deemed to take effect
upon its receipt by the Secretary, unless some other time is specified therein.
In case of any vacancy in the Board of Directors, through death, resignation,
disqualification, or other cause deemed sufficient by the Board, the remaining
directors, though less than a majority of the whole board, by affirmative vote
of a majority of those present at any duly convened meeting may, except as
hereinafter provided, elect a successor to hold office for the unexpired portion
of the term of the director whose place shall be vacant, and until the election
and qualification of a successor.

                                   ARTICLE VI.

                                REGULAR MEETINGS



                                  ARTICLE XIII.

                                    OFFICERS

     The officers of this corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary and a Treasurer, who may or may
not be directors. Said officers shall be chosen by. the Board of Directors, and
shall hold office for one year, and until their successors are elected and
qualified. Additional Vice-presidents may be elected from time to time as
determined by the Directors who may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and such other offices and
agents of the corporation as it may from time to time determine.

     Any officer or employee elected or appointed by the Board of Directors,
other than that of directors, may be removed at any time upon vote of the
majority of the whole Board of Directors.

     The same person may hold more than one office, other than that of President
and Vice-President, or Secretary and Assistant Secretary, or Treasurer and
Assistant Treasurer.

     In case of the absence of any officer of the corporation, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
directors, provided a majority of the whole Board of Directors concur therein.

                                  ARTICLE XIV.

                               DUTIES OF OFFICERS

     (a)  President. The President shall preside at all meetings of shareholders
and directors. He shall exercise, subject to the control of the Board of
Directors and the shareholders of the corporation, a general supervision over
the affairs of the corporation, and shall perform generally all duties incident
to the office and such other duties as may b(pound) assigned to him from time to
time by the Board of Directors.

     (b)  Vice-president. The Vice-president shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.

     (c)  Secretary. The Secretary shall keep the minutes of all proceedings of
the Board of Directors and of the shareholders and make a proper record of same,
which shall be attested by him. He shall keep such books as may be required by
the Board of Directors, and shall take charge of the seal of the corporation/
and generally per form such other and further duties as may be required by the
Board of Directors.

     (d)  Treasurer. The Treasurer shall have the custody of the funds and
securities of the corporation, which may come into his hands, and



shall do with the same as may be ordered by the Board of Directors. When
necessary or proper, he may endorse on behalf of the corporation for collection,
checks, notes and other obligations. He shall deposit the funds of the
corporation to its credit in such banks and depositories as the Board of
Directors may, from time to time, designate. He shall submit to the annual
meeting of the shareholders, a statement of the financial condition of the
corporation, and whenever required by the Board of Directors/ shall make and
render a statement of his accounts, and such other statements as may be
required. He shall keep in books of the corporation, full and accurate accounts
of all monies received and paid by him for account of the corporation. He shall
perform such other duties as may, from time to time, be assigned to him by the
Board of Directors.

                                   ARTICLE XV.

                                ORDER OF BUSINESS

     1. Call meeting to order.
     2. Selection of chairman and secretary
     3. Proof of notice of meeting.
     4. Roll call, including filing of proxies with secretary.
     5. Appointment of tellers.
     6. Reading and disposal of previously unapproved minutes.
     7. Reports of officers and committees.
     8. If annual meeting, or meeting called for that purpose, election of
        directors.
     9. Unfinished business.
    10. New Business
    11. Adjournment.

     This order may be changed by the affirmative vote of a majority in interest
of the shareholders present.

                                  ARTICLE XVI.

                                   AMENDMENTS

     These regulations may be adopted, amended, or repealed by the affirmative
vote of a majority of the shares empowered to vote thereon at any meeting called
and held for that purpose, notice of which meeting has been given pursuant to
law, or without a meeting by the written assent of the owners of two-thirds of
the shares of the corporation entitled to vote thereon.



            SHAREHOLDER ACTION BY UNANIMOUS WRITTEN CONSENT

                               IN LIEU OF MEETING

                                                                Cincinnati, Ohio

                                                                  March 18, 1993

     The undersigned, being the sole shareholder of DANIEL F, RICHFIELD, M.D.,
INC., does hereby affirmatively vote for, consent to, adopt and approve the
following resolution:

     RESOLVED, that ARTICLE IV - Directors, of the Code of Regulations be
amended in its entirety to read as follows:

                             ARTICLE IV - DIRECTORS.

     The number of members of the Board of Directors shall be determined
pursuant to law, or by resolution of the shareholders entitled to vote, and
shall not be less than one (1) member if there is one (1) shareholder, two (2)
members if there are two (2) shareholders, or three (3) members if three (3) or
more shareholders. The election of directors shall be held at the annual meeting
of the shareholders, or at a special meeting called for that purpose.

     Directors shall hold office until the expiration of the term for which they
were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.


                                                /s/ David R. Barron MD
                                                --------------------------------
                                                David R. Barron, M.D.,
                                                Sole Shareholder



                           AMERIPATH CINCINNATI, INC.

                             AMENDMENT TO THE BYLAWS

     The sole shareholder of AmeriPath. Cincinnati, Lie. (the "Corporation")
adopted a resolution on November 29,2001 that amended the Bylaws of the
Corporation as follows:

     The first sentence of Article XIII is deleted its entirety and replaced
with a new sentence to read as follows:

     "The officers of this corporation shall be a. President, a Vice-President,
     a Secretary and a Treasurer, who may or may not be directors,".



[SEAL]

                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                             BENO MICHEL, M.D., INC.

     JAMES C. NEW, who is the President, and ROBERT P. WYNN, who is the
Secretary of BENO MICHEL, M.D, INC, an Ohio professional association for profit
(the "Corporation"), do hereby certify that in a writing signed by all the
members of the Board of Directors and the sole Shareholder who would be entitled
to a notice of a meeting held for such purpose, the following resolution was
adopted to amend the Articles:

          "RESOLVED, that the Corporation change iu name to AMERIPATH CLEVELAND,
     INC and that the Articles of Incorporation of the Corporation as presently
     in effect be, and hereby are, amended to effect such change."

     IN WITNESS WHEREOF, the above-named officers, acting and on behalf of the
corporation have hereunto subscribed their names this 31 day of October, 1996,


                                                By: /s/ James C. New
                                                    ---------------------------
                                                     JAMES C. NEW, President

                                                By: /s/ Robert P. Wynn
                                                    ---------------------------
                                                     ROBERT P. WYNN, Secretary



[ILLEGIBLE]

     FIFTH. The amount of capital with which the Association will begin business
shall be FIVE HUNDRED DOLLARS ($500.00).

     SIXTH. Shares of the Association shall be issued only to persoins duly
licensed or otherwise legally authorised to render professional medical services



     SEVENTH A director or officer of the Association shall not be disqualified
from dealing or contracting with the Association as vendor, purchaser, employee,
agent or otherwise nor shall any transaction, contract or other act of the
Association be void or voidable or in any way affected or invalidated by the
fact that any director or officer or any firm in which such director or officer
is a shareholder, director or officer is in any way interested in such
transaction, contract or other act, provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors at which action upon any such transaction,
contract or other act shall be taken nor shall any such director or officer be
accountable or responsible to the Association for or in respect to any such
transaction, contract or other act shall be taken nor shall any such director or
officer be accountable or responsible to the Association for or in respect to
any such transaction, contract or other act of the Association or for any gains
or profits realized by him by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a shareholder, director or officer
is interested in such transaction, contract or other act; and any such director
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of the Association which shall authorize or take action in
respect to any such transaction, contract or other act, and may vote thereat to
authorize, ratify or approve any such transaction, contract or other act, with
like force and effect as if he or any firm of which he is a shareholder,
director or officer were not interested in such transaction, contract or act.



     EIGHT. Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, weiver or
release of the holders of shares entitling them to exercise two thirds, or any
other proportion of the voting power of the Association or any class or classes
of shares thereof, such action, unless otherwise expressly required by statute
or ny these Articles of Incorporation, may be taken by the vote, consent, waiver
or release of the holders of shares entitling them to exercise a majority of the
voting power of the Association or of such class or classes.

     In WITNESS WHEREOF, undersigned has hereunto subscribed its name this 9th
day of April, 1976

                                          BENO MICHEL, M.D., INC.

                                          By: 2112 East Ohio Service Corp.

                                            By: /s/ Stephen S. Kadish
                                                -----------------------------
                                                Stephen S. Kadish, President

EX-3.11

                                                                    EXHIBIT 3.11

                            CERTIFICATE OF AMENDMENT
                        TO THE ARTICLES OF INCORPORATION
                                       OF
                             BENO MICHEL, M.D,. INC.

     JAMES C. NEW, who is the President, and ROBERT P. WYNN, who is the
Secretary of BENO MICHEL, M.D, INC, an Ohio professional association for profit
(the "Corporation"), do hereby certify that in a writing signed by all the
members of the Board of Directors and the sole Shareholder who would be entitled
to a notice of a meeting held for such purpose, the following resolution was
adopted to amend the Articles:

     "RESOLVED, that the Corporation change iu name to AMERIPATH CLEVELAND, INC
and that the Articles of Incorporation of the Corporation as presently in effect
be, and hereby are, amended to effect such change."

     IN WITNESS WHEREOF, the above-named officers, acting and on behalf of the
corporation have hereunto subscribed their names this 31 day of October, 1996.


                                                By: /s/ James C. New
                                                    -------------------------
                                                    JAMES C. NEW, President

                                                By: /s/ Robert P. Wynn
                                                    -------------------------
                                                    ROBERT P. WYNN, Secretary


[SEAL]

                                     Page 3


                            ARTICLES OF INCORPORATION

                                       OF

                             BENO MICHEL, M.D., INC.


The undersigned, who is a citizen of the United States desiring to form a
professional association under ss.1785.01 et seq, of the Revised Code of Ohio,
does hereby certify:


     FIRST. The name of the Association shall be Beno Michel, M.D.,  Inc.

     SECOND. The place in Ohio where its principal office is located is 1819
Park East, Beachwood, Ohio 44122.

     THIRD. The Purposes for which and for any of which the Association is
formed are as follows:

         To render professional medical services;

         To posses and exercise without restriction as fully as a natural person
might do all the powers and authorities conferred upon or permitted to a
professional association engaged in the practice of medicine under the laws of
the State of Ohio; and

         To do any and all things incidental to the accomplishment of purposes
hereinbefore set forth or incidental to the protection and benefit of the
Association.

     FOURTH. The maximum number of shares which the Association is authorised to
have outstanding is FIVE HUNDRED (500) Common shares without par value.

     FIFTH. The amount of capital with which the Association will begin business
shall be FIVE HUNDRED DOLLARS ($500).

     SIXTH. Shares of the Association shall be issued only to persons duly
licensed or otherwise legally authorised to render professional medical
services.



                                       -2-

     SEVENTH. A director or officer of the Association shall not be disqualified
from dealing or contracting with the Association as vendor, purchaser, employee,
agent or otherwise nor shall any transaction, contract or other act of the
Association be void or voidable or in any way affected or invalidated by the
fact that any director or officer or any firm in which such director or officer
is a shareholder, director or officer is in any way interested in such
transaction, contract or other act, provided the fact that such director,
officer, firm or corporation is so interested shall be disclosed or shall be
known to the Board of Directors at which action upon any such transaction,
contract or other act shall be taken nor shall any such director or officer be
accountable or responsible to the Association for or in respect to any such
transaction, contract or other act shall be taken nor shall any such director or
officer be accountable or responsible to the Association for or in respect to
any such transaction, contract or other act of the Association or for any gains
or profits realized by him by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a shareholder, director or officer
is interested in such transaction, contract or other act; and any such director
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of the Association which shall authorize or take action in
respect to any such transaction, contract or other act, and may vote thereat to
authorize, ratify or approve any such transaction, contract or other act, with
like force and effect as if he or any firm of which he is a shareholder,
director or officer were not interested in such transaction, contract or act.



                                       -3-

     EIGHT. Notwithstanding any provision of the Ohio Revised Code now or
hereafter in force requiring for any purpose the vote, consent, waiver or
release of the holders of shares entitling them to exercise two thirds, or any
other proportion of the voting power of the Association or any class or classes
of shares thereof, such action, unless otherwise expressly required by statute
or ny these Articles of Incorporation, may be taken by the vote, consent, waiver
or release of the holders of shares entitling them to exercise a majority of the
voting power of the Association or of such class or classes.

     In WITNESS WHEREOF, undersigned has hereunto subscribed its name this 9th
day of April, 1976.

                                             BENO MICHEL, M.D. INC.

                                             By: 2112 East Ohio Service Corp.


                                               By: /s/ Stephen L. Kadish
                                                   ----------------------------
                                                   Stephen L. Kadish, President

EX-3.12

                                                                    EXHIBIT 3.12

                               CODE OF REGULATIONS

                                       OF

                             BENO MICHEL, M.D., INC.

                                    CHAPTER I

                               SHARE CERTIFICATES

1.01 FORM OF CERTIFICATES AND SIGNATURES

     Each holder of shares shall be entitled to one or more certificates, signed
by the Chairman of the Board or the President or a Vice President and by the
Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer of
the Corporation, which shall certify the number and class of shares held by him
in the Corporation, but no certificate for shares shall be executed or delivered
until such shares are fully paid. When such a certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said officers
of the Corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the Corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.

1.02 TRANSFER OF SHARES

     Shares of the Corporation shall be transferable upon the books of the
Corporation by the holders thereof, in person, or by a duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares of
the same class or series, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of die authenticity of
the signatures to such assignment and power of transfer as the Corporation or
its agents may reasonably require.

1.03 LOST, STOLEN, OR DESTROYED CERTIFICATES,

     The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it and alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner,
or his legal representatives, to give the Corporation a bond containing such
terms as the Board of Directors may require to protect the Corporation or any
person Injured by the execution and delivery of a new certificate.

1.04 TRANSFER AGENT AND REGISTRAR

                                      -7 -


                            BENO MICHEL, M.D., INC.

     The Board of Directors may appoint, or revoke the appointments of transfer
agents and registrars and may require all certificates for shares to bear the
signatures of such transfer agents and registrars, or any of them.

                                   CHAPTER 11

                                  SHAREHOLDERS

2.01 ANNUAL MEETINGS

     The annual meeting of shareholders of the Corporation for the election of
Directors, the consideration of reports to be laid before such meeting, and the
transaction of such other business as may be properly brought before such '
meeting shall be held at the principal office of the Corporation, or at such
other place, within or without the State of Ohio, as may be designated by the
Board of Directors, and specified in the notice thereof on the ____________ of
__________________________ of each year, but if that day is a legal holiday, on
the first business day next following.

2.02 SPECIAL MEETINGS

     A special meeting of the shareholders may be called by the President, or by
any two Directors, or by shareholders representing 25% of the outstanding shares
of the Corporation entitled to vote thereat. The call for each special meeting
shall specify the time, place (which may be within or without the State of Ohio)
and purpose or purposes thereof, and no other business other than that specified
in said call shall be considered at such meeting.

2.03 NOTICE OF MEETINGS

     A written notice of every meeting of the shareholders (Including the annual
meeting), stating the time, place and purposes thereof, shall be given by or at
the direction of the President, the Secretary or the officer or persons calling
the meeting, to each shareholder of record entitled to notice of the meeting not
less than seven nor more than sixty days before such meeting. All notices with
respect to any shares to which persons are jointly entitled may be given to that
one of such persons who is first named upon the books of the Corporation and
notice so given shall be sufficient notice, to all the holders of such shares.
Such notice shall be deemed to be sufficiently delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the records of the Corporation with postage thereon prepaid.

2.04 WAIVER OF NOTICE

                                      - 8 -


                             BENO MICHEL, M.D., INC.

     A written waiver, signed by a shareholder, of notice of a shareholders'
meeting, whether executed before, at or after such meeting, shall be equivalent
to giving such notice. Attendance by a shareholder at a shareholders' meeting,
without objection prior to or at the commencement of such meeting, shall
constitute a waiver by him of notice of such meeting.

2.05 CLOSING OF BOOKS AND FIXING RECORD DATE

     The Board of Directors may determine the record date for the determination
of which persons are entitled to notices, dividends, distributions, rights"; and
the like, but said record date shall not be a date earlier than the date on
which the record date is fixed and shall not be more than sixty days preceding
the date of the meeting of shareholders or the date fixed for the payment of
dividends or distributions or the exercise of any rights. The Board " of
Directors may close the stock record book against transfers of shares during the
whole or any part of such period.

2.06 QUORUM, ADJOURNMENT

     At any meeting of the shareholders, the holders of a majority of the shares
entitled to vote then issued and outstanding, whether present in person or
represented by proxy, shall constitute a quorum. If a quorum shall not be
present or represented at any meeting of the shareholders, those shareholders
present or represented shall have the power, without notice other than
announcement at the meeting, to adjourn the meeting until a quorum shall be
present or represented. At such adjounred meeting at which a quorum Is present
or represented any business may be transacted as might have been if the quorum
had been present at the originally scheduled meeting. The Corporation shall not,
directly or indirectly, vote any shares issued by it and thereafter acquired and
owned by it and not retired, and such shares shall not be considered issued and
outstanding in computing the number of shares entitled to vote at any meeting of
shareholders.

2.07 VOTING

     Unless expressly provided to the contrary in the Articles of Incorporation,
this Code of Regulations, or the Ohio Revised Code, each question properly
before any meeting of the shareholders at which a quorum is present shall be
decided by a vote of the holders of a majority of the shares entitled to vote
which are present or represented at such meeting.

2.06 ACTION BY WRITTEN CONSENT

     Any action which may be authorized or taken at a meeting of the
shareholders, may be taken or authorized without a meeting by writing or
writings

                                       -9-


                             BENO MICHEL, M.D., INC.

signed by all of the shareholders, which writing or writings shall be filed with
or entered upon the records of the Corporation.

2.09 PROXIES

     Persons entitled to voce shares or to act with respect to shares may vote
or act in person or by proxy. Holders of proxies need not be shareholders.
Unless the writing appointing a proxy otherwise provides, the presence at a
meeting of the person having appointed a proxy shall not operate to revoke such
appointment. Notice to the Corporation, in writing or at an open meeting, of the
revocation of a proxy shall not affect any vote or act previously taken.

2.10 APPROVAL AND RATIFICATION OF ACTS OF OFFICERS OR BOARD OF DIRECTORS

     Any contract, act or transaction, prospective or past, of the Corporation,
or of the Board of Directors, or of the officers, may be approved or ratified by
the affirmative vote at a meeting of shareholders, or by written consent, with
or without a meeting, of the holders of record of shares entitling them to
exercise a majority of voting power of the Corporation, and such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every shareholder of the Corporation.

2.11 Restrictions on Transfer of Shares

     Shares of the Corporation may be restricted as to transfer by provision
therefor in the Articles of Incorporation, or by an appropriate action or
agreement executed by the shareholders.

                                   CHAPTER III

                                    DIRECTORS

3.01 NUMBER OF DIRECTORS

     The number of Directors, which shall not be less than three or the number
of shareholders, whichever is fewer, may be fixed or changed at a meeting of the
shareholders called for the purpose of fixing the number of Directors or of
electing Directors at which a quorum is present, by the vote of the holders of a
majority of the shares represented at the meeting and entitled to vote on such
proposal. In case the shareholders fall to fix the number of Directors to be
elected, the number elected shall be deemed to be the number of Directors fixed.

                                     - 10 -


                             BENO MICHEL, M.D., INC.

3.02 ELECTION AND TERM

     Directors shall be elected at the annual meeting of shareholders or at a
special meeting called for that purpose. Each director who shall be elected
shall serve until the next annual meeting of shareholders and shall hold office
until his successor Is elected or until his death, resignation or removal.

3.03 AUTHORITY

     All the authority of the Corporation shall be exercised by the Board of
Directors, except as otherwise provided by the Articles of Incorporation, this
Code of Regulations or the Ohio Revised Code.

3.04 PLACE OF MEETING

     The Board of Directors may hold its meetings at such place or places within
or without the State of Ohio, as the Board may, from time to time, determine.

3.05 ANNUAL MEETINGS

     An annual meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders. No prior notice of such meeting
shall be required.

3.06 SPECIAL MEETINGS

     Special meetings of the Board of Directors may be called by the President,
Chairman of the Board, or any two members of the Board of Directors.

3.07 NOTICE OF MEETING

     Written notice of the time and place of each special meeting of the Board
of Directors shall be given at or by the direction of the President or the
Secretary to each Director, either by personal delivery or by mail, telegram or
cablegram, at least two days before the meeting. Such notice need not specify
the purposes of such meeting. The attendance of any Director at any meeting
without protesting, prior to or at the commencement of said meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice.

3.08 QUORUM

                                      -11-


                             BENO MICHEL, M.D., INC.

     A majority of the number of Directors then fixed shall constitute a quorum
for the transaction of business.

3.09 VOTING

     Unless expressly provided to the contrary in the Articles of Incorporation,
this Code of Regulations, or the Ohio Revised Code, each question, properly
before any meeting of the Directors at which a quorum is present shall -be
decided by a vote of a majority of the Directors who are present.

3.10 ACTION BY WRITTEN CONSENT

     Any action which may be authorized or taken at a meeting of the Board of
Directors, may be authorized or taken without a meeting by a writing or writings
signed by all of the Directors, which writing or writings shall be filed with or
entered upon the records of the Corporation.

3.11 RESIGNATION

     Any Director may resign at any time by giving notice to the Board of
Directors or the President or Secretary, and such resignation shall be deemed to
take effect upon its receipt by the person or persons to whom addressed, unless
some other time is specified therein.

3.12 VACANCY

     In case of any vacancy in the Board of Directors, through death, insanity,
bankruptcy, resignation or disqualification, or through removal as provided in
the Ohio Revised Code, the remaining Directors, though less than a majority of
the whole authorized number of Directors, may, by the vote of a majority of
their number, elect a successor to bold office for the unexpired portion of the
term of the Director whose place shall be Vacant, and until his successor is
elected.

3.13 VACANCY DEEMED TO EXIST

     A vacancy within the meaning of Section 3.12 shall also be deemed to exist
if, at any time, the shareholders Increase the authorized number of Directors
and do not, at the same meeting or at any adjournment thereof, elect the
necessary additional Director or Directors.

3.14 COMPENSATION

     The Board of Directors may, by the affirmative vote of a majority

                                      -12-


                            BENO MICHEL, M.D., INC.

of those in office and irrespective of any persons interested therein, establish
reasonable compensation for service as a Director which may Include
profit-sharing, pension, disability and death benefits and may provide for the
reimbursement of expenses incurred by a Director In the discharge of his duties.

3.15 ATTENDANCE AT MEETINGS OF PERSONS WHO ARE NOT DIRECTORS

     Unless waived by a majority of Directors In attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors, any Director who desires the presence at such a meeting of not more
than one (1) person who is not a Director shall so notify all other Directors,
request the presence of such person at the meeting, and state the reason in
writing. Such person will not be permitted to attend a Directors* meeting unless
a majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order of business for any such
meeting of the Board of Directors, Such right to attend, whether granted by
waiver or vote, may be revoked at any time during any such meeting by the vote
of the majority of the Directors in attendance

                                   CHAPTER IV

                                   COMMITTEES

4.01 DESIGNATION OF EXECUTIVE COMMITTEE

     The Board of Directors may designate three or more Directors to constitute
the Executive Committee. No member of the Executive Committee shall continue to
be a member thereof after he ceases to be a Director of the Corporation. The
Board of Directors shall have the power at any time to increase or decrease the
number of members of the Executive Committee (but in no event to less than
three), to fill vacancies thereon, to remove any member thereof, and to change
the functions or terminate the existence thereof.

4.02 POWERS OF THE EXECUTIVE COMMITTEE

     During the intervals between meetings of the Board of Directors, and
subject to such limitations as may be required by law or by resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors In the management of the Corporation;
provided, however, it shall not have the power to fill vacancies occurring in
the Board of Directors or In any committee. The Executive Committee may also
from time to time formulate and recommend to the Board of Directors for approval
general policies regarding the management of the business and affairs of the
Corporation.

                                     - 13 -


                             BENO MICHEL, M.D., INC.

4.03 OTHER COMMITTEES

     The Directors may from time to time create any other committee or
committees of Directors to act in the intervals between meetings of the
Directors and may delegate to such committee or committees any of the authority
of the Directors other than that of filling vacancies among the Directors in any
committee of the Directors. No committee shall consist of less than three (3)
Directors, The Directors may appoint one or more Directors as alternate members
of any such committee, who may take the place 'of any absent member or members
at any meeting of any such committee.

4.04 PROCEDURE; MEETINGS; QUORUM

     Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Directors pursuant to this chapter
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which a quorum is present shall be the act
of such committee. Action may be taken by any committee, without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors and the rules
prescribed by this Code of Regulations, and shall keep a written record of all
action take by it.

                                    CHATTER V

                                    OFFICERS

5.01 OFFICERS

     This Corporation may have a Chairman of the Board, a Chairman of the
Executive Committee and shall have a President (all of whom shall be Directors),
a Secretary, and a Treasurer. The Corporation may also have one or more Vice
Presidents and Vice Chairmen and such other officers and assistant officers as
the Directors may deem necessary. By designating a person to serve as an officer
of the Corporation, the Directors shall be deemed to have considered such office
necessary and to have established such office in accordance with this Section.

                                     - 14 -


                             BENO MICHEL, M.D., INC,

5.02 ELECTION, TERM AND QUALIFICATION

     The officers shall be elected at the annual meeting of the Board of
Directors, or as soon thereafter as possible. Each such officer shall serve
until the next annual meeting of the Board of Directors and until his successor
is elected, or until his death, resignation or removal.

5.03 RESIGNATION

     An officer may resign at any time by giving notice to the Board of
Directors, the President or the Secretary, Such notice shall be effective when
received by the person or persons to whom directed, unless -some other time is
specified therein.

5.04 REMOVAL

     Any officer may be removed, with or without cause, by the Board of
Directors without prejudice to the contract rights of such officer. The election
of an officer for a given term and the provisions of this Code of Regulations
with respect to term of office shall not be deemed to create contract rights.

5.05 VACANCY

     The Board of Directors may fill any vacancy in any office occurring by
whatever reason.

5.06 AUTHORITY AND DUTIES OF OFFICERS

     The President shall be the chief executive officer of the Corporation.
Subject to the foregoing, the officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective, off ices, subject always to the directions of the Board of
Directors, or as may be specified from time to time by the Board of Directors
regardless of whether such authority and duties are customarily incident to such
office. Unless otherwise provided by the Board of Directors, if the Corporation
has a Vice Chairman of the Board his sole duty shall be to preside at meetings
in the absence of the Chairman of the Board.

5.07 COMPENSATION

     The Board of Directors may, irrespective of any personal Interest of any of
them, establish reasonable compensation of officers, which may

                                      -15-


                             BENO MICHEL, M.D., INC.

include profit-sharing, pension, disability and death benefits, for services and
may provide for reimbursement for expenses incurred by an officer of the
Corporation in the discharge of his duties.

                                   CHAPTER VI

              INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

6.01 COSTS INCURRED

     (i) Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the general corporation law of Ohio,
the Corporation may indemnify or agree to Indemnify a director, officer, or
employee, or a former director, officer, or employee, or any person who is
serving or has served at its request as a director, officer, or employee of
another corporation against expenses actually and necessarily Incurred by him in
connection with the defense of any pending or threatened action, suit, or
proceeding, criminal or civil, to which he is or may be made a party by reason
of being or having been such director, officer, or employee, provided (a) he is
adjudicated or determined not to have been negligent or guilty of misconduct in
the performance of his duty to the corporation of which he is a director,
officer or employee; (b) he Is determined to have acted in good faith in what he
reasonably believed to be the best interest of such corporation; and, (c) in any
matter the subject of a criminal action, suit, or proceeding, he is determined
to have had no reasonable cause to believe that his conduct was unlawful. The
determination as to (b) and (c) and, in the absence of an adjudication as to (a)
by a court of competent jurisdiction, the determination as to (a) shall be made
by the directors of the indemnifying corporation acting at a meeting at which a
quorum consisting of directors who are not parties to or threatened with any
such action, suit, or proceeding is present. Any director who is a party to or
threatened with any such action, suit, or proceeding shall not be qualified to
vote and, if for this reason a quorum of directors cannot be obtained to vote on
such indemnification, no Indemnification shall be made except in accordance with
Section (2)(i) or paragraph 6.02.

     (ii) A corporation, pursuant to its articles, its regulations, or any
agreement authorized or a resolution adopted by the shareholders at a meeting
held for such purpose by the affirmative vote of the holders of shares entitling
them to exercise a majority of the voting power of the corporation on such
proposal or authorized or adopted without a meeting by the written consent of
the holders of shares entitling them to exercise two-thirds of the voting

                                      -16-


                             BENO MICHEL, M.D., INC,

power on such proposal, may indemnify or agree to indemnify such director,
officer, or employee against expenses, judgments, decrees, fines, penalties, or
amounts paid in settlement in connection with the defense of any pending or
threatened action, suit, or proceeding, criminal or civil, to which he is or may
be made a party by reason of being or having been such director, officer, or
employee, provided a determination is made by the directors in the manner set
forth in Section (i) of this section or is made by or in accordance with a
method established by the articles, the regulations, such agreement, or such
resolution (a) that such director, officer, or employee was not, and has not
been> adjudicated to have been, negligent or guilty of misconduct in the
performance of his duty to the corporation of which he is a director, officer,
or employee, (b) that he acted in good faith in what he reasonably believed to
be the best interest of such corporation, and (c) that in any matter the subject
of a criminal action, suit, or proceeding, he had no reasonable cause to believe
that his conduct was unlawful.

6.02 NON-EXCLUSIVE

     The foregoing right of indemnification shall not be deemed exclusive and
shall be in addition to any rights to which any Director, officer, or employee,
or former Director, officer, or employee may otherwise be entitled as a matter
of law or equity and is not in restriction or Limitation of any other privilege
or power which the Corporation may have with respect to the indemnification or
reimbursement of Directors, officers, or employees under the Articles of
Incorporation, the Code of Regulations, any agreement, any Insurance purchased
by the Corporation, vote of the shareholders or otherwise.

6.03 SUCCESSORS

     All rights of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such Director, officer, or employee, or any
other person who is serving or has served at its request as a Director, officer
or employee of another corporation.

                                   CHAPTER VII

                                     AGENDA

7.01 AGENDA FOR MEETING OF SHAREHOLDERS

     a)   Call meeting to order.

     b)   Selection of Chairman and/or Secretary.

                                      -17 -


                             BENO MICHEL, M.D., INC.

     c)   Proof of notice of meeting.

     d)   Roll call including filing of proxies with Secretary.

     e)   Upon demand, appointment of Inspectors of election.

     f)   Reading and disposition of previously unapproved minutes.

     g)   Reports of officers and committees.

     h)   If an annual meeting, or special meeting called for that purpose,
          election of Directors.

     i)   Unfinished business.

     j)   New business.

     k)   Adjournment.

7.02 AGENDA FOR MEETING OF DIRECTORS

     a)   Call to order.

     b)   Proof of notice of meeting.

     c)   Roll call.

     d)   Reading and disposition of previously unapproved minutes.

     e)   Consideration in sequence of all matters set forth in the call for
          written notice of meeting.

     f)   Reports of officers and committees.

     g)   Unfinished business.

     h)   New business.

     i)   Adjournment.

                                     - 18 -


                             BENO MICHEL, M.D., INC.

                                  CHAPTER VIII

                              EMERGENCY REGULATIONS

8.01 SPECIAL RULES IN THE EVENT OF EMERGENCY

     The following special rules shall be applicable when the Governor of Ohio
or any other person lawfully exercising the power and discharging the duties of
office of the Governor of Ohio, proclaims that an attack on the United States or
any nuclear, atomic, or other disaster has caused an emergency. Said rules are
as follows:

     1)   Meetings of the Directors may be called by any officer or Director.

     2)   Notice of the time and place of each meeting of the Directors shall be
          given to such of the Directors as It may be feasible to reach at the
          time and by such means of communication, written or oral, personal or
          mass, as may be practicable at the time.

     3)   The Director or Directors present at any meeting of the Directors
          which has been duly called and notice of which has been duly given
          shall constitute a quorum for such meeting, and, in the absence of one
          or more of the Directors, the Director or Directors present may
          appoint one or more of the officers of the corporation Directors for
          such meeting.

     4)   In the event that none of the Directors attenda a meeting of the
          Directors which has been duly called and notice of which has been duly
          given, the officers of the corporation who are present, not exceeding
          three, in order of rank, shall be Directors for such meeting, shall
          constitute a quorum for such meeting, and may appoint one or more of
          the other of ficers of the corporation Directors for such meeting.

     5)   If the chief executive officer dies, is missing, or for any other
          reason is temporarily or permanently Incapable of discharging the
          duties of his office, the next ranking officer who is available shall
          assume the duties and authority of the office of such deceased,
          missing, or incapacitated chief executive officer until such time as
          the Directors shall other wise order.

                                      -19 -


                             BENO MICHEL, M.D., INC.

     6)   The offices of Secretary and Treasurer shall be deemed to be of equal
          rank and, within the same office and as between the offices of
          Secretary and Treasurer, rank shall be determined by priority in time
          of the first election to the office or, if two or more persons shall
          have been first elected to the office at the same time, by seniority
          in age.

                                   CHAPTER IX

                                 MISCELLANEOUS

9.01 SEAL

     If the Board of Directors shall so order, the Corporation shall have a
Seal, which shall be circular in form and mounted upon a metal die. About the
upper periphery shall appear the name of the Corporation and about the lower
periphery the word "Ohio". In the center of the Seal shall appear the words
"Corporate Seal". The failure to affix the Seal though ordered by the Board of
Directors shall in no event affect the validity of any instrument.

9.02 ENDORSEMENT OF STOCK CERTIFICATES

     Unless otherwise ordered by the Board of Directors, any share or shares of
stock issued by any corporation and owned by the Corporation (including
reacquired shares of stock of the Corporation)may, for sale or transfer, be
endorsed in the name of the Corporation by the President or one of the Vice
Presidents, and attested by the Secretary or an Assistant Secretary, either with
or without affixing thereto the Corporate Seal.

9.03 VOTING UPON SHARES HELD BY THE CORPORATION

     Unless otherwise ordered by the Board of Directors, the President in person
or by proxy or proxies appointed by him shall have full power and authority on
behalf of the Corporation to vote, act and consent with respect to any shares
issued by other corporations which the Corporation may own, which may be held in
the Corporation's name or as to which the Corporation may otherwise have the
right to vote, act or consent.

9.04 DEPOSITS

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such depositories as the Board
of Directors may select.

                                      -20-


                             BENO MICHEL, M.D., INC.

9.05 CHECKS, DRAFTS, ETC.

     All checks, drafts, or other orders for the payment of money, notes, or
other evidences of Indebtedness issued in.the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as the Board of Directors may determine.

                                    CHAPTER X

                                   AMENDMENTS

10.01 AMENDMENT OF CODE OF REGULATIONS

     The Code of Regulations may be amended or repealed and new amendments may
be adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation, or by action by
written consent of a like number of shareholders.

                                   CHAPTER XI

                                   CONSISTENCY

11.01 CONSISTENCY WITH ARTICLES OF INCORPORATION

     If any provision of these regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time to
time), the Articles of Incorporation shall govern.

                                   CHAPTER XII

                                    HEADINGS

12.01 SECTION HEADINGS

     The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or Interpretation of this Code of Regulations.

                                      -21-

EX-3.13

                                                                    EXHIBIT 3.13

                            ARTICLES OF INCORPORATION
                                       OF
                        AMERIPATH CONSOLIDATED LABS, INC.

                                ARTICLE I - NAME

     The name of the corporation is AmeriPath Consolidated Labs, Inc.
(hereinafter called the "Corporation").

                           ARTICLE II - CAPITAL STOCK

     The aggregate number of shares of capital stock which the Corporation shall
have the authority to issue is 1,000 shares of Common Stock, par value $.01 per
share.

                      ARTICLE III - PRINCIPAL OFFICE ADDRESS

     The street address and mailing address of the principal office of the
Corporation is 72S9 Garden Road, Suite 200, Riviera Beach, Florida 33404.

                     ARTICLE IV - INITIAL BOARD OF DIRECTORS

     The Corporation's Board of Directors (the "Board") shall consist of not
fewer than one (1) nor more than five (5) directors, and shall initially consist
of three (3) directors. The number of directors within these limits may be
increased or decreased from time to time as provided in the By-laws of the
Corporation. The names and addresses of the initial directors of the Corporation
are as follows:

                                  James C. New
                               c/o AmeriPath, Inc.
                                7289 Garden Road
                                    Suite 200
                          Riviera Beach, Florida 33404

                                  Brian C. Carr
                               c/o AmeriPath, Inc.
                                7289 Garden Road
                                    Suite 200
                          Riviera Beach, Florida 33404

                                Gregory A. Marsh
                               c/o AmeriPath, Inc.
                                7289 Garden Road
                                    Suite 200
                          Riviera Beach, Florida 33404



                      ARTICLE V - INITIAL REGISTERED AGENT

     The street address of the initial registered office of the Corporation is
1201 Bays Street, Tallahassee, Florida 32301 and the name of the initial
registered agent of the Corporation at that address is Corporation Service
Company.

                            ARTICLE VI - INCORPORATOR

     The name and address of the incorporator of the Corporation is Shannon E,
Pinkston, Alston & Bird LLP, 1201 West Peachtree Street, Atlanta, Georgia
30309-3424.

                 ARTICLE VII - LIMITATION ON DIRECTOR LIABILITY

     The liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Florida Business Corporation Act.
If the Florida Business Corporation Act is hereby amended to further eliminate
or limit the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Florida Business Corporation Act, as so amended.

                         ARTICLE VIII - INDEMNIFICATION

     The Corporation shall indemnify and advance expenses to, and may purchase
and maintain insurance on behalf of, its officers and directors to the fullest
extent permitted by Law as now or hereafter in effect. Without limiting the
generality of the foregoing, the By-laws may provide for indemnification and
advancement of expenses to officers, directors, employees and agents on such
terms and conditions as the Board may from time to time deem appropriate or
advisable.

                              ARTICLE IX - BY-LAWS

     The Board shall have the power to adopt, amend or repeal the By-laws of the
Corporation or any part thereof.

                                       -2-


                              ARTICLE X - AMENDMENT

     These Articles of Incorporation may be altered, amended or repealed by the
Shareholders of the Corporation in accordance with the applicable provisions of
Florida law.

     IN WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation of AmeriPath Consolidated Labs, Inc. this 31st day of December,
2001.

                                                /s/ Shannon E. Pinkston
                                                ----------------------------
                                                Shannon E. Pinkston
                                                Incorporator

                                       -3-

EX-3.14

                                                                    EXHIBIT 3.14

                                     BYLAWS
                                       OF
                        AMERIPATH CONSOLIDATED LABS, INC.

                                   ARTICLE 1.
                                     OFFICES

     Section 1, REGISTERED OFFICE. The initial registered office of AmeriPath
Consolidated Labs, Inc., a Florida corporation (the "Corporation"), shall be
located at 1201 Hays Street, Tallahassee, Florida 32301, c/o Corporation Service
Company.

     Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, cither within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

     Section 1. ANNUAL MEETINGS. All annual meetings of the shareholders of the
corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of
February of each calendar year at 10:00 a.m., Eastern time, or on such other
date or at such other time as may be fixed, from time to time, by the Board of
Directors, and (ii) at such place, within or without the State of Florida, as
may be designated by or on behalf of the Board of Directors and stated in the
notice of meeting or in a duly executed waiver of notice thereof.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors, the President or the holders of not less than
25% of the Corporation's stock entitled to vote on any issue proposed to be
considered at such meeting. Special meetings of shareholders may be held at such
time and date, and at such place, within or without the State of Florida, as
shall be designated by the Board of Directors and set forth in the notice of
meeting required pursuant to Section 3 of this Article II.

     Section 3. NOTICE. A written notice of each meeting of shareholders shall
be given to each shareholder entitled to vote at the meeting at the address as
it appears on the stock transfer records of the Corporation, not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting. The notice so given shall state the date, time and place of the meeting
and, in the case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called.

     Section 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting
before or after the date and time specified in the written notice of meeting.
Any such



waiver of notice must be in writing, be signed by the shareholder entitled to
the notice and be delivered to the Corporation for inclusion in the appropriate
corporate records. Neither the business to be transacted at, nor the purpose of,
any shareholders' meeting need be specified in any written waiver of notice.
Attendance of a person at a shareholders' meeting shall constitute a waiver of
notice of such meeting, unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting.

     Section 5. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at a shareholders* meeting, to demand a special
meeting, to act by written consent or to take any other action, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days nor, in the case of a shareholders' meeting, less than ten (10) days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a shareholders' meeting, then
the record date for such shall be the close of business on the day before the
first notice is delivered to shareholders.

     Section 6. QUORUM. A majority of the shares entitled to vote on a matter,
represented m person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders. If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote al a meeting if a quorum were
present, may adjourn the meeting from time to time. Once a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.

     Section 7. VOTING. If a quorum is present, action on a matter, other than
the election of directors, shall be approved if the votes cast by the
shareholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by Florida
law or by the Articles of Incorporation. Directors shall be elected in
accordance with Article III, Section 3, of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided under the Articles of Incorporation or
under Florida law.

     Section 8. PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes.

                                       -2-


     Section 9. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any shareholders' meeting may be taken without a
meeting, without prior notice and without a vote if the action is taken by the
holders of outstanding stock entitled to vote thereon having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. In order to
be effective, the action must be evidenced by one or more written consents
describing the action to be taken, dated and signed by approving shareholders
having the requisite number of votes entitled to vote thereon, and delivered to
the Secretary or other officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the Corporation are recorded. Within
ten (10) days after obtaining such authorization by written consent, notice must
be given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, which notice shall comply with the provisions of
the Florida Business Corporation Act.

                                  ARTICLE III.
                                   DIRECTORS

     Section 1. POWERS. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors. Directors must be natural
persons who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.

     Section 2. COMPENSATION. Unless specifically authorized by a resolution of
the Board of Directors, the directors shall serve in such capacity without
compensation. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors. No such payments shall preclude any
director from serving in any other capacity and receiving compensation therefor.

     Section 3. NUMBER, ELECTION AND TERM. The number of directors of the
Corporation shall be fixed from time to time, within any limits set forth in the
Articles of Incorporation, by resolution of the Board of Directors. Any decrease
in the number of directors shall not shorten the term of an incumbent director.
Directors shall be elected annually, at the annual meeting of shareholders of
the Corporation, by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.

     Section 4. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors, or by the shareholders at an
annual or special meeting called for that purpose.

     Section 5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause. A director may be removed by the shareholders
at a

                                       -3-


meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.

     Section 6. QUORUM AND VOTING. A majority of the number of directors fixed
by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.

     Section 7. DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.

     Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which must have at
least two members and, to the extent provided in the designating resolution,
shall have and may exercise all the authority of the Board of Directors, except
such authority as may be reserved to the Board of Directors under Florida law.

     Section 9. MEETINGS. Regular and special meetings of the Board of Directors
shall be held at the principal place of business of the Corporation or at any
other place, within or without the State of Florida, designated by the person or
persons entitled to give notice of or otherwise call the meeting. Meetings of
the Board of Directors may be called by the President or by any two directors.
Members of the Board of Directors (and any committee of the Board) may
participate in a meeting of the Board (or any committee of the Board) by means
of a conference telephone or similar communications equipment through which all
persons participating may simultaneously hear each other during the meeting;
participation by these means constitutes presence in person at the meeting.

     Section 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the Board of Directors must be preceded
by at least two (2) days' written notice of the date, time and place of the
meeting. The notice need not describe either the business to be transacted at or
the purpose of the special meeting.

     Section 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
need not be given to a director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a

                                       -4-


director states, at the beginning of the meeting or promptly upon arrival at the
meeting, any objection to the transaction of business because the meeting is not
lawfully called or convened. The waiver of notice need not describe either the
business to be transacted at or the purpose of the special meeting.

     Section 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board) may be taken without a meeting if the action is taken by the written
consent of all members of the Board of Directors (or of the committee of the
Board). The action must be evidenced by one or more written consents describing
the action to be taken and signed by each director (or committee member), which
consent(s) shall be filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.

                                   ARTICLE IV.
                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary and a Treasurer, and if elected by the Board of Directors
by resolution, a Chairman and one or more Vice Presidents. Such other officers
and assistant officers and agents as may be deemed necessary or desirable may be
appointed by the Board of Directors. Any two or more offices may be held by the
same person.

     Section 2. ELECTION AND TERM OF OFFICE. As far as practicable, the officers
of the Corporation shall be elected at the annual meeting of the Board of
Directors in February of each year. If the election of officers is not held at
such meeting, the election shall be held as soon thereafter as practicable. Each
officer shall hold office until the regular meeting of the Board of Directors
following the annual election of directors in the next subsequent year and until
his successor shall have been duly elected and shall have qualified, or until
his earlier resignation, removal from office or death.

     Section 3. DUTIES. The officers of the Corporation shall have the following
duties:

     The PRESIDENT shall be the chief executive officer of the Corporation and
shall have general and active management of the business and affairs of the
Corporation subject to the direction of the Board of Directors. The President
shall see to it that all orders and resolutions of the Board are carried into
effect. In the absence of the Chairman of the Board or in the event the Board of
Directors shall not have designated a Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and shareholders.

     Each VICE PRESIDENT, if any, shall have such powers and perform such duties
as the Board of Directors shall from time to time designate. In the absence or
disability of

                                       -5-


the President, a Vice President specifically designated by the vote of the Board
of Directors shall have the powers and shall exercise the duties of the
President.

     The SECRETARY shall have custody of and shall maintain all of the corporate
records (except the financial records), shall record the minutes of all meetings
of the shareholders and the Board of Directors, shall authenticate records of
the Corporation, shall send all notices of meetings and shall perform such other
duties as are prescribed by the Board of Directors or the President, under whose
supervision he shall be.

     The TREASURER shall have custody of all corporate funds, securities and
financial records, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render an
account of all his transactions as treasurer and of the financial condition of
the Corporation at regular meetings of the Board or when the Board of Directors
so requests. The Treasurer shall also perform such other duties as are
prescribed by the Board of Directors.

     Each ASSISTANT SECRETARY and ASSISTANT TREASURER, if any, shall be
appointed by the Board of Directors and shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.

     Section 4. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date. If the resignation
is effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does
not take office until the future effective date.

     Section 5. REMOVAL OF OFFICER. The Board of Directors may remove any
officer at any time with or without cause.

     Section 6. COMPENSATION. The compensation of officers shall be fixed from
time to time at the discretion of the Board of Directors. The Board of Directors
may enter into employment agreements with any officer of the Corporation.

                                   ARTICLE V.
                               STOCK CERTIFICATES

     Section 1. ISSUANCE. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until the consideration therefor
has been fully paid.

                                       -6-


     Section 2. FORM. Certificates representing shares in the Corporation shall
be signed by the President and the Secretary of the Corporation, or any other
officer so designated by the Board of Directors.

     Section 3. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Florida, shall not be bound to recognize any
equitable or other claim to or interest in the shares.

     Section 4. TRANSFER OF SHARES. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder of record
or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.

     Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall be issued upon delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.

                                   ARTICLE VI.
                                  DISTRIBUTIONS

     The Board of Directors may from time to time authorize and declare, and the
Corporation may pay, distributions on its outstanding shares in cash, property
or its own shares, unless the distribution, after giving it effect, would result
in (i) the Corporation being unable to pay its debts as they become due in the
usual course of business, or (ii) a violation of applicable law.

                                  ARTICLE VII.
                                CORPORATE RECORDS

     The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation. The Corporation shall also maintain
accurate accounting records and a record of its shareholders in a form that
permits preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and series of shares
held by each.

                                       -7-


                                  ARTICLE VIII.
          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

     Section 1. INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify and hold harmless to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to such legislation or decisions), each person
(including here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership, joint
venture, trust or other enterprise, in each case, as to whom the Corporation has
agreed in writing to grant such indemnity. Each director, officer, employee or
agent of the Corporation as to whom indemnification rights have been granted
under this Section 1 of this Article VIII shall be referred to as an
"Indemnified Person".

     Notwithstanding the foregoing, except as specified in Section 3 of this
Article VIII, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.

     Section 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an officer or
director who is an Indemnified Person in defending a Proceeding shall be paid by
the Corporation, to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not

                                       -8-


entitled to be indemnified by the Corporation as authorized in this Article
VIII. The Corporation may, upon approval of the Indemnified Person, authorize
the Corporation's counsel to represent such person in any Proceeding, whether or
not the Corporation is a party to such Proceeding. Such authorization may be
made by the Chairman of the Board, unless he is a party to such Proceeding, or
by the Board of Directors by majority vote, including directors who are parties
to such Proceeding.

     Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance
under this Article VIII shall be made promptly and in any event within
forty-five (45) days upon the written request of the Indemnified Person, The
right to indemnification or advances as granted by this Article VIII shall be
enforceable by the Indemnified Person in any court of competent jurisdiction, if
the Corporation denies such request under this Article VIII, in whole or in
part, or if no disposition thereof is made within forty-five (45) days. Such
Indemnified Person's costs and expenses incurred in connection with successfully
establishing his right to indemnification or advances, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct, if any, required by current or future legislation or by current or
future judicial or administrative decisions for indemnification (but, in the
case of any such future legislation or decisions, only to the extent that it
does not impose a more stringent standard of conduct than permitted prior to
such legislation or decision), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, and its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     Section 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article VIII shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
in such person's official capacity and as to actions in another capacity while
holding such office, and shall continue as to an Indemnified Person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, administrators, personal representatives and
estate of such person. All rights to indemnification and advances under this
Article VIII shall be deemed to be a contract between the Corporation and each
Indemnified Person who serves or served in such capacity at any time while this
Article VIII is in effect and, as such, are enforceable against the Corporation,
Any repeal or modification of this Article VIII or any repeal or modification of
relevant provisions of Florida's corporation law or any other applicable laws
shall not in any way diminish these rights to indemnification of or advances to
such Indemnified Person, or the obligations of the

                                       -9-


Corporation arising hereunder, for claims relating to matters occurring prior to
such repeals or modification.

     Section 5. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VIII or the
applicable provisions of Florida law.

     Section 6. SAVINGS CLAUSE. If this Article VIII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article VIII that shall not have been invalidated and as otherwise permitted by
applicable law.

                                   ARTICLE IX.
                                  MISCELLANEOUS

     Section 1. CORPORATE SEAL. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.

     Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.

     Sections. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by the President, the Treasurer or such other
officer(s) or agent(s) of the Corporation as shall be determined from time to
time by resolution of the Board of Directors.

                                    ARTICLE X.
                                    AMENDMENT

     These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by the Board of Directors or by the shareholders.

                                      -10-

EX-3.15

                                                                    EXHIBIT 3.15

[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                               D & P PATHOLOGY, INC.

                             (A FLORIDA CORPORATION)

                                ARTICLE I - NAME

     The name of the Corporation is D & P PATHOLOGY, INC. (hereinafter called
the "Corporation").

                              ARTICLE II - CAPITAL

     The aggregate number of shares of capital stock which the Corporation shall
have the authority to issue is 1,000 shares of Common Stock, par value $.01 per
share.

                          ARTICLE III - MAILING ADDRESS

     The current mailing address of the principal place of business of the
Corporation is 6061 Northeast 14th Avenue, Fort Lauderdale, Florida 33334.

                     ARTICLE IV - INITIAL BOARD OF DIRECTORS

     The Corporation's Board of Directors (the "Board") shall consist of not
fewer than one (1) nor more than five (5) directors, and shall initially consist
of one (1) director. The number of directors within these limits may be
increased or decreased from time to time as provided in the By-laws of the
Corporation. The name of the initial director of the Corporation is
James C. New.

                      ARTICLE V - INITIAL REGISTERED AGENT

     The street address of the initial registered office of the Corporation is
1201 Hays Street, Tallahassee, Florida 32301. The name of the initial registered
agent of the Corporation at that address is Corporation Service Company.



                            ARTICLE VI - INCORPORATOR

     The name and address of the incorporator of the Corporation is
Keith Wasserstrom, 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.

                 ARTICLE VII - LIMITATION ON DIRECTOR LIABILITY

     A director shall not be personally liable to the Corporation or the holders
of shares of capital stock for monetary damages for breach of fiduciary duty as
a director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 607.0831 of the Florida Business Corporation Act (the "FBCA"), or (iv)
for any transaction from which such director derives an improper personal
benefit. If the FBCA is hereafter amended to authorize the further or broader
elimination or limitation of the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the FBCA, as so amended. No repeal or modification
of this Article VII shall adversely affect any right of or protection afforded
to a director of the Corporation existing immediately prior to such repeal or
modification.

                         ARTICLE VIII - INDEMNIFICATION

     The Corporation shall indemnify and advance expenses to, and may purchase
and maintain insurance on behalf of, its officers and directors to the fullest
extent permitted by law us now or hereafter in effect. Without limiting the
generality of the foregoing, the By-laws may provide for indemnification and
advancement of expenses to officers, directors, employees and agents on such
terms and conditions as the Board may from time to time deem appropriate or
advisable.

                              ARTICLE IX - BY-LAWS

     The Board shall have the power to adopt, amend or repeal the By-laws of the
Corporation or any part thereof.

                              ARTICLE X - AMENDMENT

     These Articles of Incorporation may be altered, amended or repealed by the
shareholders of the Corporation in accordance with the applicable provisions of
Florida law.

                                       -2-


     IN WITNESS WHEREOF, the incorporator has executed these Articles of
Incorporation of D & P PATHOLOGY, INC this 12th day of February, 1996.


                                          /s/ Keith Wasserstrom
                                          -------------------------------------
                                          KEITH WASSERSTROM
                                          Incorporator

                           CONSENT OF REGISTERED AGENT
                                       OF
                              D & P PATHOLOGY, INC.

     The undersigned, Corporation Service Company, whose business address is
1201 Hays Street, Tallahassee, Florida 32301, hereby accepts appointment as the
initial registered agent of D & P PATHOLOGY, INC., a Florida corporation, and
accepts the obligations provided for in Section 607.0505, Florida Statutes.


                                          CORPORATION SERVICE COMPANY
                                          Registered Agent


                                          By: /s/ Karen B. Rozar
                                             -----------------------------------
                                             Karen B. Rozar, as its agent

                                       -3-


[SEAL]

                              ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                              D & P PATHOLOGY, INC.

     (Pursuant to Section 607.1006 of the Florida Business Corporation Act)

     The undersigned, James C. New, being the President of D & P Pathology,
Inc., a corporation organized and existing under the laws of the
State of Florida (the "Corporation"), the Articles of Incorporation of which
were initially filed with the Department of State of the State of Florida on
February 13, 1996, DOES HEREBY CERTIFY:

     1.   The name of this Corporation is D & P PATHOLOGY, INC.

     2.   The Corporation's Articles of Incorporation are hereby amended as
follows:

          (a)  Article I of the Articles of Incorporation of the Corporation is
               hereby deleted in its entirety and replaced by the following:

               "The name of the Corporation is AMERIPATH FLORIDA, INC.
               (hereinafter called the "Corporation")"

     3.   Except as hereby amended, the Articles of Incorporation of the
Corporation shall remain the same.

     4.   The Amendment hereby made to the Articles of Incorporate .1 was duly
adopted by a written consent executed by the sole Shareholder and the sole
member of the Board of Directors of the Corporation as of the l6 day of May,
1996, pursuant to Sections 607.0704 and 607.0821 of the Florida Business
Corporation Act.

     IN WITNESS WHEREOF, the undersigned has executed these Articles of
Amendment to the Articles of Incorporation of D & P Pathology, Inc., this 16 day
of May, 1996.


                                          /s/ James C. New
                                          --------------------------------------
                                          JAMES C. NEW, President

EX-3.16

                                                                    EXHIBIT 3.16

                                     BY-LAWS
                                       OF
                             AMERIPATH FLORIDA, INC.

                                    ARTICLE I.
                                     OFFICES

     Section 1. REGISTERED OFFICE. The initial registered office of D & P
PATHOLOGY, INC., a Florida corporation (the "Corporation"), shall be located at
1201 Hays Street, Tallahassee, Florida 32301, c/o Corporation Service Company.

     Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

     Section 1. ANNUAL MEETINGS. All annual meetings of the shareholders of the
corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of
February of each calendar year at 10:00 a.m., Eastern time, or on such other
date or at such other time as may be fixed, from time to time, by the Board of
Directors, and (ii) at such place, within or without the State of Florida, as
may be designated by or on behalf of the Board of Directors and stated in the
notice of meeting or in a duly executed waiver of notice thereof.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors, the President or the holders of not less than
25% of the Corporation's stock entitled to vote on any issue proposed to be
considered at such meeting. Special meetings of shareholders may be held at such
time and date, and at such place, within or without the State of Florida, as
shall be designated by the Board of Directors and set forth in the notice of
meeting required pursuant to Section 3 of this Article.

     Section 3. NOTICE. A written notice of each meeting of shareholders shall
be given to each shareholder entitled to vote at the meeting at the address as
it appears on the stock transfer records of the Corporation, not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting. The notice so given shall state the date, time and place of the meeting
and, in the case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called.



     Section 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting
before or after the date and time specified in the written notice of meeting.
Any such waiver of notice must be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Corporation for inclusion in the
appropriate corporate records. Neither the business to be transacted at, nor the
purpose of, any shareholders' meeting need be specified in any written waiver of
notice. Attendance of a person at a shareholders' meeting shall constitute a
waiver of notice of such meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.

     Sections 5. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at a shareholders meeting, to demand a special
meeting, to act by written consent or to take any other action, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be pot more than seventy
(70) days nor, in the case of a shareholders' meeting, less than ten (10) days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a shareholders' meeting, then
the record date for such shall be the close of business on the day before the
first notice is delivered to shareholders.

     Section 6. QUORUM. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders. If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. Once a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.

     Section 7. VOTING. If a quorum is present, action on a matter, other than
the election of directors, shall be approved if the votes cast by the
shareholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by Florida
law or by the articles of incorporation. Directors shall be elected in
accordance with Article III, Section 3, of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided under the articles of incorporation or
under Florida law.

     Section 8. PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary of other officer or agent
authorized to tabulate votes.

                                       -2-


     Section 9. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any shareholder' meeting may be taken without a
meeting, without prior notice and without a vote if the action is taken by the
holders of outstanding stock entitled to vote thereon having not less than the
minimum number of votes necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. In order to
be effective, the action must be evidenced by one or more written consents
describing the action to be taken, dated and signed by approving shareholders
having the requisite number of votes entitled to vote thereon, and delivered to
the Secretary or other officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the Corporation are recorded Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, which notice shall comply with the provisions of
the Florida Business Corporation Act.

                                  ARTICLE III.
                                    DIRECTORS

     Section 1. POWERS. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors, Directors must be natural
persons who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.

     Section 2. COMPENSATION. Unless specifically authorized by a resolution of
the Board of Directors, the directors shall serve in such capacity without
compensation. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors. No such payments shall preclude any
director from serving in any other capacity and receiving compensation therefor.

     Section 3. NUMBER, ELECTION & TERM. The number of directors of the
Corporation shall be fixed from time to time, within any limits set forth in the
Articles of Incorporation, by resolution of the Board of Directors. Any decrease
in the number of directors shall not shorten the term of an incumbent director.
Directors shall be elected annually, at the annual meeting of shareholders of
the Corporation, by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.

     Section 4. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors may be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors, or by the shareholders at an
annual or special meeting called for that purpose.

     Section 5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause. A director may be removed by the shareholders
at a

                                       -3-


meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.

     Section 6. QUORUM AND VOTING. A majority of the number of directors fixed
by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.

     Section 7. DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.

     Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which must have at
least two members and, to the extent provided in the designating resolution,
shall have and may exercise all the authority of the Board of Directors, except
such authority as may be reserved to the Board of Directors under Florida law.

     Section 9. MEETINGS. Regular and special meetings of the Board of Directors
shall be held at the principal place of business of the Corporation or at any
other place, within or without the State of Florida, designated by the person or
persons entitled to give notice of or otherwise call the meeting. Meetings of
the Board of Directors may be called by the President or by any two directors.
Members of the Board of Directors (and any committee of the Board) may
participate in a meeting of the Board (or any committee of the Board) by means
of a conference telephone or similar communications equipment through which all
persons participating may simultaneously hear each other during the meeting;
participation by these means constitutes presence in person at the meeting.

     Section 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice of the date, tune, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the Board of Directors must be preceded
by at least two (2) days written notice of the date, time and place of the
meeting. The notice need not describe either the business to be transacted at or
the purpose of the special meeting.

     Section 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
need not be given to a director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director states, at the

                                       -4-


beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened. The waiver of notice need not describe either the business to be
transacted at or the purpose of the special meeting.

     Section 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board) may be taken without a meeting if the action is taken by the written
consent of all members of the Board of Directors (or of the committee of the
Board). The action must be evidenced by one or more written consents describing
the action to be taken and signed by each director (or committee member), which
consent(s) shall be filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.

                                   ARTICLE IV.
                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary and a Treasurer, and if elected by the Board of Directors
by resolution, a Chairman and one or more Vice Presidents. Such other officers
and assistant officers and agents as may be deemed necessary or desirable may be
appointed by the Board of Directors. Any two or more offices may be held by the
same person.

     Section 2. ELECTION AND TERM OF OFFICE. As far as practicable the officers
of the Corporation shall be elected at the annual meeting of the Board of
Directors in February of each year. If the election of officers is not held at
such meeting, the election shall be held as soon thereafter as practicable. Each
officer shall hold office until the regular meeting of the Board of Directors
following the annual election of directors in the next subsequent year and until
his successor shall have been duly elected and shall have qualified, or until
his earlier resignation, removal from office or death.

     Section 3. DUTIES. The officers of the Corporation shall have the following
duties:

     The PRESIDENT shall be the chief executive officer of the Corporation and
shall have general and active management of the business and affairs of the
Corporation subject to the direction of the Board of Directors. The President
shall see to it that all orders and resolutions of the Board are carried into
effect. In the absence of the Chairman of the Board or in the event the Board of
Directors shall not have designated a Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and shareholders.

                                       -5-


     Each VICE PRESIDENT, if any, shall have such powers and perform such duties
as the Board of Directors shall from time to time designate. In the absence or
disability of the President, a Vice President specifically designated by the
vote of the Board of Directors shall have the powers and shall exercise the
duties of the President.

     The SECRETARY shall have custody of and shall maintain all of the corporate
records (except the financial records), shall record the minutes of all meetings
of the shareholders and the Board of Directors, shall authenticate records of
the Corporation, shall send all notices of meetings and shall perform such other
duties as are prescribed by the Board of Directors or the President, under whose
supervision he shall be.

     The TREASURER shall have custody of all corporate funds, securities and
financial records shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render an
account of all his transactions as treasurer and of the financial condition of
the Corporation at regular meetings of the Board or when the Board of Directors
so requests. The Treasurer shall also perform such other duties as are
prescribed by the Board of Directors.

     Each ASSISTANT SECRETARY and ASSISTANT TREASURER, if any, shall be
appointed by the Board of Directors and shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.

     Section 4. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date. If the resignation
is effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does
not take office until the future effective date.

     Section 5. REMOVAL OF OFFICER. The Board of Directors may remove any
officer at any time with or without cause.

     Section 6. COMPENSATION. The compensation of officers shall be fixed from
time to time at the discretion of the Board of Directors. The Board of Directors
may enter into employment agreements with any officer of the Corporation.

                                       -6-


                                   ARTICLE V.
                               STOCK CERTIFICATES

     Section 1. ISSUANCE. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until the consideration therefor
has been fully paid.

     Section 2. FORM. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary of the Corporation, or any
other officer so designated by the Board of Directors.

     Sections. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Florida, shall not be bound to recognize any
equitable or other claim to or interest in the shares.

     Section 4. TRANSFER OF SHARES. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder of record
or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.

     Section 5. LOST STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall be issued upon delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.

                                   ARTICLE VI.
                                  DISTRIBUTIONS

          The Board of Directors may from time to time authorize and declare,
and the Corporation may pay, distributions on its outstanding shares in cash,
property or its own shares, unless the distribution, after giving it effect,
would result in (i) the Corporation being unable to pay its debts as they become
due in the usual course of business, or (ii) a violation of applicable law.

                                  ARTICLE VII.
                                CORPORATE RECORDS

     The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or

                                       -7-


Board of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf
of the Corporation. The Corporation shall also maintain accurate accounting
records and a record of its shareholders in a form that permits preparation of a
list of the names and addresses of all shareholders in alphabetical order by
class of shares showing the number and series of shares held by each.

                                  ARTICLE VIII.
                          INDEMNIFICATION OF OFFICERS.
                         DIRECTORS, EMPLOYEES AND AGENTS

     Section 1. INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify and hold harmless to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to such legislation or decisions), each person
(including here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or is
threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership joint venture,
trust or other enterprise, in each case, as to whom the Corporation has agreed
in writing to grant such indemnity. Each director, officer, employee or agent of
the Corporation as to whom indemnification rights have been granted under this
Section 1 of this Article shall be referred to as an "Indemnified Person".

          Notwithstanding the foregoing, except as specified in Section 3 of
this Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.

                                       -8-


     Section 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an officer or
director who is an Indemnified Person in defending a Proceeding shall be paid by
the Corporation, to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation as authorized in this
Article. The Corporation may, upon approval of the Indemnified Person, authorize
the Corporation's counsel to represent such person in any Proceeding, whether or
not the Corporation is a part to such Proceeding. Such authorization may be made
by the Chairman of the Board, unless he is a party to such Proceeding, or by the
Board of Directors by majority vote, including directors who are parties to such
Proceeding.

     Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance
under this Article shall be made promptly and in any event within forty-five
(45) days upon the written request of the Indemnified Person. The right to
indemnification or advances as granted by this Article shall be enforceable by
the Indemnified Person in any court of competent jurisdiction, if the
Corporation denies such request under this Article, in whole or in part, or if
no disposition thereof is made within forty-five (45) days. Such Indemnified
Person's costs and expenses incurred in connection with successfully
establishing his right to indemnification or advances, in whole or in part, in
any such action shall also be indemnified by the Corporation. It shall be a
defense to any such action that the claimant has not met the standard of
conduct, if any, required by current or future legislation or by current or
future judicial or administrative decisions for indemnification (but, in the
case of any such future legislation or decisions, only to the extent that it
does not impose a more stringent standard of conduct than permitted prior to
such legislation or decision), but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, and its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct, if any, nor the fact that
there has been an actual determination by the Corporation (including its Board
of Directors or any committee thereof, its independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     Section 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those

                                       -9-


indemnified may be entitled under any agreement, vote of shareholders or
disinterested directors or otherwise, both as to actions in such person's
official capacity and as to actions in another capacity while holding such
office, and shall continue as to an Indemnified Person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors, administrators, personal representatives and estate of such
person. All rights to indemnification and advances under this Article shall be
deemed to be a contract between the Corporation and each Indemnified Person who
serves or served in such capacity at any time while this Article is in effect
and, as such, are enforceable against the Corporation. Any repeal or
modification of this Article or any repeal or modification of relevant
provisions of Florida's corporation law or any other applicable laws shall not
in any way diminish these rights to indemnification of or advances to such
Indemnified Person, or the obligations of the Corporation arising hereunder, for
claims relating to matters occurring prior to such repeals or modification.

     Section 5. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article or the
applicable provisions of Florida law.

     Section 6. SAVINGS CLAUSE. If this Article or any portion hereof shall be
validated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated and as otherwise permitted by
applicable law.

                                   ARTICLE IX.
                                  MISCELLANEOUS

     Section 1. CORPORATE SEAL. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.

     Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.

     Section 3. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed

                                      -10-


by the President, the Treasurer or such other officer(s) or agent(s) of the
Corporation as shall be determined from time to time by resolution of the Board
of Directors.

                                    ARTICLE X.
                                    AMENDMENT

     These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by the Board of Directors or by the shareholders.

                                      -11-

EX-3.17

                                                                    EXHIBIT 3.17

                            ARTICLES OF ORGANIZATION
                                       OF
                             AMERIPATH INDIANA, LLC

                                                                         [STAMP]

     The undersigned, desiring to form a limited liability company pursuant to
the Indiana Business Flexibility Act, Indiana Code 23-18-1-1, et seq, as
amended, executes the following Articles of Organization:

                      ARTICLE 1 - NAME AND PRINCIPAL OFFICE

     a.   The name of the limited liability company is AmeriPath Indiana, LLC.

     b.   The address of the principal office of the limited liability company
is 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.

                    ARTICLE II - REGISTERED OFFICE AND AGENT

     The name and street address of the limited liability company's registered
agent and registered office for service of process are:

                Corporation Service Company 251 East Ohio Street
                                    Suite 500
                           Indianapolis, Indiana 46204

                            ARTICLE III - DISSOLUTION

     The limited liability company is perpetual until dissolution.

                             ARTICLE IV - MANAGEMENT

     The limited liability company will be managed by a manager.


                          [SIGNATURE ON FOLLOWING PAGE]



     IN WITNESS WHEREOF, the undersigned executes these Articles of Organization
and verifies, subject to penalties of perjury, that the statements contained
herein are true, this 23 day of December, 2002.


                                                /s/ Gregory A. Marsh
                                                -------------------------------
                                                Gregory A. Marsh
                                                Organizer

                                       -2-

EX-3.18

                                                                    EXHIBIT 3.18

                               OPERATING AGREEMENT
                                       OF
                             AMERIPATH INDIANA, LLC

     This document constitutes the Operating Agreement (the "Agreement") of
AmeriPath Indiana, LLC (the "Company"), a limited liability company organized
pursuant to the Indiana Business Flexibility Act (the "Act"), and is adopted as
of the 31st day of December, 2002, by AmeriPath, Inc. in its capacity as the
sole member of the Company (the "Member") and the Company.

                                    ARTICLE 1
                                    FORMATION

     1.1    ORGANIZATION. The Member hereby authorizes and ratifies the
formation of (he Company as an Indiana limited liability company pursuant to the
provisions of the Act effective on the date of the filing of the Articles of
Organization of the Company (the "Articles") with the Indiana Secretary of
State.

     1.2    REGISTERED AGENT AND OFFICE. The registered agent for the service of
process and the registered office shall be that person and location reflected in
the Articles as filed with the Indiana Secretary of State. The Company may, from
time to time, change the registered agent or office through appropriate filings
with the Secretary of State. In the event the registered agent ceases to act as
such for any reason or the registered office shall change, the Company shall
promptly designate a replacement registered agent or file a notice of change of
address as the case may be.

     1.3    BUSINESS. The business of the Company shall be:

            (a)  To provide, through its licensed physician employees,
professional anatomic and clinical pathology services.

            (b)  To pursue any lawful business whatsoever, or which shall at any
time appear conducive to or expedient for the benefit of the Company or the
protection of its assets.

            (c)  To exercise all powers which may be legally exercised under the
Act.

            (d)  To engage in any activities reasonably necessary or convenient
to the foregoing.



                                   ARTICLE 2
                                   MANAGEMENT

     2.1    MANAGEMENT. The business and affairs of the Company shall be managed
by the Member. The Member shall direct, manage and control the business of the
Company. The Member shall have full and complete authority, power and discretion
to manage and control the business, affairs and properties of the Company, to
make all decisions regarding those matters and to perform any and all other acts
or activities customary or incident to the management of the Company's business
including, without limitation, the right and power to appoint individuals to
serve as officers ("Officers") of the Company and to delegate authority to such
Officers.

     2.2    OFFICERS. The Member is hereby authorized to appoint Officers and
delegate authority to such Officers to implement the decisions of the Member,
including, but not limited to, the administration of the day-to-day business of
the Company and, subject to the other provisions of this Agreement, the
administration of the ordinary and usual business affairs of the Company, and
the Officers so appointed shall be responsible for such implementation. Except
as expressly provided to the contrary in this Agreement, and except as otherwise
directed by the Member, the Officers are authorized to make decisions relating
to the day-to-day affairs of the Company and to implement such decisions. In
addition, the Member is hereby authorized to delegate to the Officers such
responsibilities as deemed appropriate by the Member, including, but not limited
to, the right to execute and deliver instruments on behalf of the Company. The
initial Officers of the Company shall be as follows:

            James C. New                President
            Gregory A. Marsh            Vice President, Secretary and Treasurer
            James E. Billington         Vice President

     2.3    REMOVAL OF OFFICERS. Any Officer may be removed by the Member at any
time, by written notice of such removal given without any prior notice or
warning, for any reason whatsoever, and the Member shall appoint such Officer's
successor.

     2.4    COMPENSATION FOR SERVICES. Compensation of Officers shall be as
approved by the Member.

     2.5    LIABILITY OF THE MEMBER AND OFFICERS.

            2.5.1   No Member or Officer shall be liable to the Company or to
the Member, in damages or otherwise, for any action taken or failure to act on
behalf of the Company, unless the act or omission constitutes willful misconduct
or recklessness.

            2.5.2   If the Act is hereafter amended to authorize the further
elimination or limitation of the liability of members or officers, then the
liability of the Member and Officers, in addition to the limitation on liability
provided herein, shall be limited to the fullest extent permitted by the amended
Act. In the event that any of the provisions of this Section 2.5 (including any
provision within a single sentence) is held by a court of

                                       -2-


competent jurisdiction to be invalid, void or otherwise unenforceable, the
remaining provisions arc severable and shall remain enforceable to the fullest
extent permitted by law.

                                    ARTICLE 3
                      RIGHTS AND OBLIGATIONS OF THE MEMBER

     3.1    LIMITATION ON MEMBER'S LIABILITIES. The Member's liability shall be
limited as set forth in this Agreement, the Act and other applicable law. The
Member shall not be bound by, or be personally liable for, the expenses,
liabilities or obligations of the Company beyond the amount contributed by the
Member to the capital of the Company, except as provided by Section 23-18-5-7 of
the Act with regard to unlawful distributions.

     3.2    VOTING RIGHTS. Except as otherwise specifically set forth in this
Agreement, the Member shall have only the voting rights set forth in the Act,

     3.3    ACTION BY MEMBER WITHOUT A MEETING. Any action required or permitted
to be taken by the Member may be taken with or without a meeting, and, except as
set forth in Section 9.2(a), with or without any written consents or other
writings describing the action taken.

     3.4    TRANSFERS. Except as set forth in Section 9,2(a), the Member is free
to sell, assign, convey, gift, pledge or otherwise transfer or encumber its
entire interest in the Company without restriction. Any transferee of such
interest will have the rights and powers, and be subject to the restrictions and
liabilities of a member under the Articles of Organization, this Agreement and
any amendments or restatements thereof, and the Act, A member who transfers its
entire interest in the Company will cease to be a member and may no longer
exercise any rights of a member and will not be subject to any duties or
obligations of a member.

                                    ARTICLE 4
                                  CONTRIBUTIONS

     4.1    INITIAL CONTRIBUTIONS. The Member shall make an initial capital
contribution in the amount of $1,000. The Member shall not be required to make
additional capital contributions.

     4.2    MEMBER LOANS. The Member may lend funds to the Company. The
repayment terms and interest rate for such loans shall be established by the
Member; provided, however, that in no event shall the interest rate on such
loans be less than the applicable federal rate as announced by the Internal
Revenue Service and in effect on the date the loan is made.

                                       -3-


     4.3    RETURN OF CAPITAL CONTRIBUTIONS. Except as otherwise provided in
this Agreement, the Member shall be entitled to a return of its capital
contributions only upon the dissolution and winding up of the Company as
provided in Article 7.

                                    ARTICLE 5
                          ALLOCATIONS AND DISTRIBUTIONS

     5.1    ALLOCATIONS OF PROFITS AND LOSSES. Profits, losses and other items
of income, gain, deduction and credit shall be allocated to the Member.

     5.2    DISTRIBUTIONS. All cash available for distribution shall be
distributed to the Member at such times and in such amounts as determined by the
Member. However, no distributions may be declared or paid if, after giving
effect thereto, either (a) the Company would not be able to pay its debts as
they become due in the ordinary course of business; or (b) the Company's total
assets would be less than its total liabilities.

                                    ARTICLE 6
                                BOOKS AND RECORDS

     6.1    AVAILABILITY. At all times during the existence of the Company, the
Member shall keep or cause to be kept complete and accurate books and records
appropriate and adequate for the Company's business. Such books and records,
whether financial, operational or otherwise and including a copy of this
Agreement and any amendments, shall at all times be maintained at the principal
place of business of the Company. The Member or such Member's duly authorized
representative shall have the right at any time, for any purpose reasonably
related to such Member's ownership interest, to inspect and copy from such books
and records during normal business hours. Except as stated in this Section 6,1,
the provisions of Section 23-18-4-8 of the Act shall not apply.

     6.2    TAX RETURNS. The Member shall cause an accountant to prepare all tax
returns which the Company is required to file, if any, and shall file with the
appropriate taxing authorities all such returns in a manner required for the
Company to be in compliance with any law governing the timely filing of such
returns.

     6.3    DEPOSITORIES. The Member shall maintain or cause to be maintained
one or more accounts for the Company in such depositories as the Member shall
select. All receipts of the Company from whatever source received (but no funds
not belonging to the Company) shall be deposited to such accounts, and all
expenses of the Company shall be paid from such accounts. Unless otherwise
determined by the Member, all signatories on any such account shall be bonded
under a blanket commercial bond insuring the Company against loss, and such
accounts shall be insured against loss from forgery.

                                       -4-


                                    ARTICLE 7
                           DISSOLUTION AND WINDING UP

     7.1    EVENTS CAUSINE DISSOLUTION.

            (a)     The Company shall be dissolved and its affairs wound up at
such time as the Member determines that the Company should be dissolved, or upon
entry of a decree Judicial dissolution.

            (b)     Notwithstanding the provisions of Section 23-18-9.1(c) of
the Act, if at any time there are no members of the Company, the personal
representative of the last remaining member may elect, within ninety (90) days
of the occurrence of the event that caused there to be no members, to continue
the business of the Company and to consent to the admission of the personal
representative or the personal representative's designee to the Company as a
member, to be effective at the time of the event that caused the last remaining
member to cease to be a member.

     7.2    LIQUIDATION OF PROPERTY AND APPLICATION OF PROCEEDS.

            7.2.1   WINDING UP. Upon the dissolution of the Company, the Member
shall wind up the Company's affairs in accordance with the Georgia Act. In
winding up the affairs of the Company, the Member is authorized to take any and
all actions contemplated by the Act as permissible, including, without
limitation:

                    (i)   collecting its assets;

                    (ii)  disposing of properties that will not be distributed
in kind to the Member;

                    (iii) discharging or making provision for discharging the
Company's liabilities;

                    (iv)  distributing the remaining property to the Member; and

                    (v)   doing every other act necessary to wind up and
liquidate the Company's business and affairs.

            7.2.2   DISTRIBUTION OF PROCEEDS. Upon the winding up of the
Company, the Member shall distribute the proceeds and undisposed property as
follows:

                    (i)   to creditors, including the Member if the Member is a
creditor (to the extent and in the order of priority provided by law) in
satisfaction of liabilities of the Company, whether by payment or the making of
reasonable provisions for payment thereof; and

                    (ii)  thereafter, to the Member.

                                       -5-


                                    ARTICLE 8
                                 INDEMNIFICATION

     8.1    INDEMNIFICATION OF THE MEMBER, OFFICERS AND ORGANIZERS. To the
greatest extent not inconsistent with the laws and public policies of Indiana,
the Company shall indemnify any Member, officer, and organizer (any such Member,
or organizer, who is a person, and any responsible officers, partners,
shareholders, directors, or managers of such Member or organizer which is an
Entity, hereinafter being referred to as the indemnified "individual") made a
party to any proceeding because such individual is or was a Member, Officer, or
organizer as a matter of right, against all liability incurred by such
individual in connection with any proceedings; provided that it shall be
determined in the specific case in accordance with Section 8,4 of this Article
that indemnification of such individual is permissible in the circumstances
because the individual has met the standard of conduct for indemnification set
forth in Section 8.3 of this Article. The Company shall pay for or reimburse the
reasonable expenses incurred by a Member, Officer, or organizer in connection
with any such proceeding in advance of final disposition thereof if (i) the
individual furnishes the Company a written affirmation of the individual's good
faith belief that he or she has met the standard of conduct for indemnification
described in Section 8.3 of this Article, (ii) the individual furnishes the
Company a written undertaking, executed personally or on such individual's
behalf, to repay the advance if it is ultimately determined that such individual
did not meet such standard of conduct, and (iii) a determination is made in
accordance with Section 8.4 that based upon facts then known to those making the
determination, indemnification would not be precluded under this Article. The
undertaking described in subparagraph (ii) above must be a general obligation of
the individual, subject to such reasonable limitations as the Company may
permit, but need not be secured and may be accepted without reference to
financial ability to make repayment. The Company shall indemnify a Member,
Officer, or organizer who is wholly successful, on the merits or otherwise, in
the defense of any such proceeding, as a matter of right, against reasonable
expenses incurred by the individual in connection with the proceeding without
the requirement of a determination as set forth in Section S,3 of this Article.
Upon demand by a Member, Officer or organizer for indemnification or advancement
of expenses, as the case maybe, the Company shall expeditiously determine
whether the Member, Officer or organizer is entitled thereto in accordance with
this Article. The indemnification and advancement of expenses provided for under
this Article shall be applicable to any proceeding arising from acts or
omissions occurring before or after the adoption of this Article.

     8.2    INDEMNIFICATION, OF EMPLOYEES. The Company shall have the power, but
not the obligation, to indemnify any individual who is or was an employee or
agent of the Company to the same extent as if such individual was a Member
Officer, or organizer.

     8.3    STANDARD OF CONDUCT FOR INDEMNIFICATION. Indemnification of an
individual is permissible under this Article only if (i) such individual
conducted himself or herself in good faith, (ii) such individual reasonably
believed that his or her conduct was in or at least not opposed to the Company's
best interest, and (iii) in the case of any criminal proceeding, such individual
had no reasonable cause to believe his or her

                                       -6-


conduct was unlawful. Indemnification is not permissible against liability to
the extent such liability is the result of willful misconduct, or recklessness,
or any improperly obtained financial or other benefit to which the individual
was not legally entitled. The termination of a proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its, equivalent is
not, of itself determinative that the individual did not meet the standard of
conduct described in this Section 8.3.

     8.4    DETERMINATION OF PERMISSIBLE INDEMNIFICATION. A determination as to
whether indemnification or advancement of expenses is permissible shall be made
by any one of the following procedures:

            (a)     By the Member if the Member is not a party to the
proceeding; or

            (b)     By special legal counsel selected by the Member.

     8.5    DETERMINATION BY COURT. A Member, Officer, or organizer of the
Company who is party to a proceeding may apply for indemnification from the
Company to the court, IF ANY, conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
notice the court considers necessary, may order indemnification if it
determines:

            (a)     In a proceeding in which the Member, Officer, or organizer
is wholly successful, on the merits or otherwise, the Member, Officer, or
organizer is entitled to indemnification under this Article, in which case the
court shall order the Company to pay the individual his or her reasonable
expenses incurred to obtain such court ordered indemnification; or

            (b)     The individual is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not the
individual met the standard of conduct set forth in Section 8.3 of this Article.

     8.6    EMPLOYEE BENEFIT PLANS. Indemnification shall also be provided for
an individual's conduct with respect to an employee benefit plan if the
individual reasonably believed his or her conduct to be in the interests of the
participants in and beneficiaries of the plan.

     8.7    NON-EXCLUSIVE PROVISION. Nothing contained in this Article shall
limit or preclude the exercise, or be deemed exclusive of, any right under the
law, by contract or otherwise, relating to indemnification of or advancement of
expenses to any individual who is or was a Member, Officer, or organizer of the
Company or is or was serving at the Company's request as a director, officer,
partner, manager, trustee, employee, or agent of another foreign or domestic
company, partnership, association, limited liability company, corporation, joint
venture, trust, employee benefit plan, or other enterprise, whether for- profit
or not. Nothing contained in this Article shall limit the ability of the Company
to otherwise indemnify or advance expenses to any individual. It is the intent
of this Article to provide indemnification to Members, Officers, or organizers
to the fullest extent now

                                       -7-


or hereafter permitted by the law consistent with the terms and conditions of
this Article. If indemnification is permitted under this Article,
indemnification shall be provided in accordance with this Article irrespective
of the nature of the legal or equitable theory upon which a claim is asserted,
including without limitation, negligence, breach of duty, waste, breach of
contract, breach of warranty, strict liability, violation of federal or state
securities law, violation of the Employee Retirement Income Security Act of
1974, as amended, or violation of any other state or federal law.

     8.8    INSURANCE. The Company may purchase and maintain insurance for its
benefit, the benefit of any individual who is entitled to indemnification under
this Article 8, or both, against any liability asserted against or incurred by
such individual in any capacity or arising out of such individual service with
the Company, whether or not the Company would have the power to indemnify such
individual against such liability.

     8.9    DEFINITIONS. For purposes of this Article:

            (a)     The term "expenses" includes all direct and indirect costs
(including without limitation counsel fees, retainers, court costs, transcripts,
fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs telephone charges, postage, delivery service fees, and all other
disbursement or out-of-pocket expenses) actually incurred in connection with
the investigation, defense, settlement, or appeal of a proceeding or
establishing or enforcing a right to indemnification under this Article,
applicable law or otherwise.

            (b)     The term "liability" means the obligation to pay a judgment,
settlement, penalty, fine, excise tax (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred with
respect to a proceeding.

            (c)     The term "party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

            (d)     The term "proceeding" means, any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal.

                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

     9.1    RIGHTS OF CREDITORS AND THIRD PARTIES UNDER THIS AGREEMENT. This
Agreement is adopted by the Member for the exclusive benefit of the Company, the
Member, and their successors and assigns. This Agreement is expressly not
intended for the benefit of any creditor of the Company or any other person.
Except and only to the extent provided by applicable statute, no such creditor
or third party shall have any rights under this Agreement.

                                       -8-


     9.2    TAX CLASSIFICATION. It is the Member's express intention that, in
accordance with Treasury Regulations Sections 301.7701-2 and 301.7701-3 and
corresponding provisions of applicable state tax laws (and any successor
provisions), the Company be disregarded as an entity separate from the Member
for all income and franchise tax purposes. To that end:

            (a)     The Member and the Company will take no action that would
terminate the Company's eligibility to be a disregarded entity ("Contrary
Action") absent a written statement of consent by the Member to act in
contravention of such intentions after consultation with its tax advisors as to
any potential adverse tax consequences of the Contrary Action. Any Contrary
Action taken by the Member or the Company that is not accompanied by a written
statement of consent by the Member to proceed notwithstanding the conflict
between the Contrary Action and the intentions expressed in this Section 9/2
shall be null and void, and of no force or effect whatsoever. The Company shall
not record on its books any purported issuance of an additional membership
interest or any purported transfer of the membership interest that is a Contrary
Action not permitted under this Agreement after taking into account the
provisions of this Section 9.2(a).

            (b)     For any period that the Company is disregarded, all of the
Company's items of income, gain, deduction, loss, and credit, will be included
directly in the federal (and applicable state) income and franchise tax returns
of the Member as if the Company were a branch or division of the Member.

     9.3    HEADINGS. Section and other headings contained in this Agreement arc
for reference purposes only and are not intended to describe, interpret, define
or limit the scope, extent or intent of any provision of this Agreement.

     9.4    INDIANA LAW CONTROLLING. The laws of the State of Indiana, including
the Act, shall govern the validity of this Agreement, the construction of its
terms and the interpretation of the rights and duties of the parties hereto.

     9.5    AMENDMENT. This Agreement shall be amended only with the written
consent of the Member.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -9-


     IN WITNESS WHEREOF, this Operating Agreement has been adopted and executed
by the Member and the Company as of the date first above written.

                                   MEMBER:

                                   AMERIPATH, INC.


                                   By: /s/ GREGORY A. MARSH
                                      ------------------------------------------
                                      Name: GREGORY A. MARSH
                                           -------------------------------------
                                      Title: VP
                                            ------------------------------------


                                   COMPANY:

                                   AMERIPATH INDIANA, LLC

                                   By:  AmeriPath, Inc., its sole Member


                                       By: /s/ GREGORY A. MARSH
                                          --------------------------------------
                                          Name: GREGORY A. MARSH
                                               ---------------------------------
                                          Title: VP
                                                --------------------------------

                                      -10-

EX-3.19

                                                                    EXHIBIT 3.19

[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                       TECHNICAL PATHOLOGY SERVICES, INC,

                                    ARTICLE I.

     The name of the corporation is TECHNICAL PATHOLOGY SERVICES, INC.

                                   ARTICLE II.

     The period of duration of the corporation shall be perpetual.

                                   ARTICLE III.

     The purpose or purposes for which the corporation is organized are as
follows:

     To acquire, purchase, own, hold, operate, develop, rent, lease, sublease,
mortgage, pledge, assign, exchange, sell, transfer or otherwise dispose of, and
to invest, trade or deal in, real and personal property of every kind and
description or any interest therein.

     To enter into contracts, agreements, and arrangements to manage, operate,
supervise, construct, buy, sell and control land, buildings and improvements,
and all facilities or other properties incidental or related thereto.

     To acquire all or any part of the securities, goodwill, rights, property
or assets of all kinds, and to undertake, guarantee or assume (to the extent
permitted by applicable law) the whole or any part of the obligations or
liabilities of any corporation, association, partnership, syndicate, entity,
person,

                                        1



or governmental, municipal or public authority, domestic or foreign, located
in or organized under the laws of authority in any part of the world, and to
pay for the same in cash, stocks, bonds, debenture or other securities of
this or any other corporation, or otherwise in any manner permitted by
applicable law; and to conduct in any lawful manner the whole or any part of
any business so acquired.

     To borrow or raise monies for any of the purposes of the corporation and
from time to time, without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness, and to secure the payment thereof
and of the interest thereon by mortgage on, or pledge, conveyance or
assignment in trust of, the whole or any part of the assets of the
corporation, real, personal or mixed, including contract rights, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such securities or other obligations of the corporation for its
corporate purposes.

     To lend money, either with or without any collateral security thereon or
the security of real or personal property, whether tangible or intangible, and
to enter into, make, perform and carry out, or cancel and rescind, contracts of
every kind and for any lawful purpose with any person, firm, association,
corporation, syndicate, governmental, municipal or public authority, domestic or
foreign, or others.

                                        2


                                   ARTICLE IV.

     The aggregate number of shares which the corporation shall have authority
to issue is One Thousand (1,000) shares of common stock, and each share of
common stock shall (a) have a par value of One Dollar ($1.00) and (b) be
entitled to One (l) vote.

                                   ARTICLE V.

     Each shareholder of the corporation shall have a preferential or preemptive
right to acquire unissued or treasury shares or securities convertible into such
shares or carrying a right to subscribe to or acquire shares.

                                   ARTICLE VI.

     The private property of the shareholders shall not to be subject to the
payment of debts or liabilities of the corporation to any extent whatsoever.

                                  ARTICLE VII.

     The address of the initial registered office of the corporation is 500
Kincaid Towers, Lexington, Kentucky 40507, and the name of the initial
registered agent at such address is E. F. Schaeffer, Jr.

                                  ARTICLE VIII.

     The address of the principal office of the corporation is 2277 Charleston
Drive, Lexington, Kentucky 40505.

                                   ARTICLE IX.

     The number of directors constituting the initial Board of Directors is
One (1) and the name and address of the person who

                                        4


is to serve as director until the first annual meeting of shareholders, or
until his successor be elected and qualified, is:

             NAME                                  ADDRESS
             ----                                  -------
             William E. Graves                     3277 Charleston Drive
                                                   Lexington, Kentucky 40505

     With the exception of the initial Board of Directors as set out above, the
affairs and business of the corporation shall be conducted by a Board of
Directors of not fewer than One (1) nor more than Five (5) members. The Board of
Directors shall have the power to make, alter or amend By-laws and rules to
regulate the business of the corporation as are not inconsistent with the
provisions of these Articles of Incorporation, as the same may be amended from
time to time, or the laws of the Commonwealth of Kentucky, subject to repeal or
change by action of the shareholders.

                                    ARTICLE X.

     The name and address of each incorporator of this corporation is as
follows:

             NAME                                  ADDRESS
             ----                                  -------
             E. F. Schaeffer, Jr                   500 Kincaid Towers
                                                   Lexington, Kentucky 40507

                                   ARTICLE XI.

     The corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.

                                        5


     IN TESTIMONY WHEREOF, I, the undersigned, being the sole incorporator
hereinbefore named, for the purpose of forming a corporation under the laws
of the Commonwealth of Kentucky, do hereby make, file and record these
Articles of Incorporation, and I have accordingly hereunto signed my name the
1st day of February, 1988.

                                                   /s/ E. F. SCHAEFFER
                                                   -----------------------------
                                                   E. F. SCHAEFFER

THIS INSTRUMENT PREPARED BY


/s/ E.F. SCHAEFFER
- ----------------------------------------
KINCAID, WILSON, SCHAEFFER, HEMBREE,
  VAN INWEGEN & KINSER, P.S.C.
500 KINCAID TOWERS
LEXINGTON, KENTUCKY 40507

                                        6


[SEAL]

                              ARTICLES OF MERGER OF
                           PATHOLOGY ASSOCIATES, P.S.C.
                WITH AND INTO TECHNICAL PATHOLOGY SERVICES, INC.

          Pursuant to KRS 271B.11-050 and KRS 274-087, the undersigned
corporation executes the following Articles of Merger:

          A.   The Agreement and Plan of Merger, a copy of which is attached
hereto as EXHIBIT A (the "Plan"), was approved by the shareholders of each of
the constituent corporations in the manner prescribed by the Kentucky Business
Corporation Act.

          B.   Every shareholder of each of the constituent corporations is
qualified to be a shareholder of the surviving corporation.

          C.   As to each of the constituent corporations, the designation,
number of shares outstanding, and the number of votes entitled to be cast by
each voting group entitled to vote separately on the Plan are as follows:




                                       DESIGNATION AND NUMBER         NUMBER OF VOTES ENTITLED TO BE
NAME OF CORPORATION                    OF SHARES OUTSTANDING          BE CAST BY EACH VOTING GROUP
- ----------------------------------     --------------------------     ----------------------------
                                                                           
Pathology Associates, P.S.C.           459 shares of Common Stock                459
Technical Pathology Services, Inc.     960 shares of Common Stock                960


          D.   As to each of the constituent corporations, the total number of
votes cast for and against the Plan for each voting group entitled to vote
separately thereon are as follows:





NAME OF CORPORATION                      VOTING GROUP       CAST FOR     CAST AGAINST
- -------------------                      ------------       --------     ------------
                                                                    
Pathology Associates, P.S.C.             Common Stock         459            -0-
Technical Pathology Services, Inc.       Common Stock         960            -0-


          The number cast for the Plan by each voting group sufficient for
approval by that voting group.

          E.   The merger effected by these Article of Merger shall be effective
upon filing with the Secretary of State.


Date: September 13, 1996                     TECHNICAL PATHOLOGY SERVICES, INC.


                                             By: /s/ [ILLEGIBLE]
                                                --------------------------------
                                             Title: Secretary & Treasurer
                                                   -----------------------------

                                        2


                                    EXHIBIT A



                          AGREEMENT AND PLAN OF MERGER

          THIS AGREEMENT AND PLAN OF MERGER ("Plan") is made and entered into as
of this 13th day of September, 1996, by and between TECHNICAL PATHOLOGY SERVICES
INC., a Kentucky corporation ("TPS") and PATHOLOGY ASSOCIATES, P.S.C., a
Kentucky professional service corporation ("Associates").

                                    RECITALS:

          The respective Boards of Directors of TPS and Associates have
determined that it is desirable for the general welfare and advantage of TPS and
Associates and their respective shareholders, for Associates to be merged with
and into TPS, in accordance with the terms of this Plan.

          The respective Boards of Directors of TPS and Associates have approved
and adopted this Plan and have authorized the execution hereof.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and undertakings herein contained, the parties hereby agree as
follows:

                                    ARTICLE 1

                                   THE MERGER

     1.1  THE MERGER. Upon the terms and conditions set forth in this Plan,
at the Effective Time (as hereinafter defined) Associates shall be merged
with and into TPS, with TPS the "Surviving Corporation," under the provisions
of, and with the effect provided in, the Kentucky Business Corporation Act
(the "Merger").

     1.2  ARTICLE OF MERGER. Upon the terms and conditions set forth in this
Plan, Articles of Merger will be duly prepared and executed by the Surviving
Corporation and thereafter delivered for filing to the Secretary of State of the
Commonwealth of Kentucky as provided in the Agreement. The Merger shall become
effective at such time as is provided in the Articles of Merger (the "Effective
Time").

     1.3  EFFECT OF FILING.

          A.  At the Effective Time, (i) the separate existence of Associates
shall cease and Associates shall be merged with and into TPS, (ii) the Articles
of Incorporation of TPS as in effect immediately prior to the Effective Time, as
amended as provided in Section 1.3.D hereof, shall be the Articles of
Incorporation of the Surviving Corporation, and (iii) the Bylaws of TPS as in
effect immediately prior to the Effective Time shall be the Bylaws of the
Surviving Corporation.



          B.   At the Effective Time the officers and the Board of Directors of
the Surviving Corporation shall consist of those persons serving as the officers
and directors of TPS immediately prior to the Effective Time.

          C.   At and after the Effective Time, the Merger will have the effects
set forth in KRS 2718.11-060 of the Kentucky Business Corporation Act and as
otherwise provided by law.

          D.   The Surviving Corporation's Articles of Incorporation shall be
amended as follows:

               (l) Article I of the Surviving Corporation's Articles of
Incorporation shall be amended to read in its entirety as follows:

                                    ARTICLE I

               The name of the corporation shall be AmeriPath Kentucky, Inc.

               (2) Article V of the Surviving Corporation's Articles of
Incorporation shall be amended to read in its entirety as follows:

                                    ARTICLE V

               No shareholder of the corporation shall have any preferential or
          preemptive right to acquire unissued or treasury shares or securities
          convertible into such shares or carrying a right to subscribe to or
          acquire shares.

               (3) A new Article XII shall be added to the Surviving
Corporation's Article of Incorporation and shall read in its entirety as
follows:

                                   ARTICLE XII

               Any action, except the election of directors, required or
          permitted to be taken at a shareholders' meeting may be taken without
          a meeting if the action is taken by shareholders representing not
          less than eighty percent (80%) of the votes entitled to be cast.

               Any such action taken must be evidenced by one or more written
          consents [1] describing the action taken, [2] signed by the
          shareholders taking the action, and [3] delivered to

                                        2


          the corporation for inclusion in the minutes or filing with the
          corporate records.

               Prompt notice of any action taken by shareholders without a
          meeting by less than unanimous written consent must be given to those
          shareholders entitled to vote on the action who have not consented in
          writing.

                                    ARTICLE 2

                              CONVERSION OF SHARES

     2.1  CONVERSION.

          A.   CONVERSION OF ASSOCIATES COMMON STOCK. Each share of the
Associates Common Stock issued and outstanding immediately prior to the
Effective Time shall, automatically, by virtue of the Merger and at the
Effective Time, be exchanged for and converted, without any future notice to or
action on the part of the holder thereof, into one (1) share of TPS Common
Stock. All shares of Associates Common Stock shall automatically be canceled
and shall cease to exist and each certificate previously representing any such
shares shall thereafter represent the number of shares of TPS Common Stock into
which such Associates Common Stock has been converted. Certificates previously
representing shares of Associates Common Stock shall be exchanged for TPS Common
Stock on the Surviving Corporation issued in consideration therefor upon the
surrender of such certificates.

          B.   TPS COMMON STOCK. Each share of TPS Common Stock issued and
outstanding immediately prior to the Effective Time shall remain outstanding and
unaffected by the Merger.

                                    ARTICLE 3

                                    CONVENTS

     3.1 COOPERATION. TPS and Associates shall proceed expeditiously and
cooperate fully in the procurement of any consents and approvals, and in the
taking of any other actions and the satisfaction of all other requirements
prescribed by law or otherwise, necessary for consummation of the Merger.

     3.2 SHAREHOLDER APPROVAL. This Plan shall be submitted for approval to the
shareholders of TPS and Associates at a meeting to be promptly called and held
in accordance with the applicable provisions of law and the articles and bylaws
of TPS and Associates or by unanimous shareholder action without a meeting (the
"Meet-

                                        3


ings"). The Boards of Director of TPS and Associates shall each recommend
that its shareholders adopt and approve this Plan at the Meetings and shall
take all action reasonably necessary or helpful to secure a vote of
shareholders in favor of the Merger.

     3.3 ADDITIONAL AGREEMENTS. In case at any time after the Effective Time
any further action is necessary or desirable to carry out the purposes of
this Plan or to vest the Surviving Corporation with full title to all
properties, assets, rights, approvals, immunities and franchises of either of
TPS or Associates, each party to this Plan shall take all much necessary
action.

                                    ARTICLE 4

                               GENERAL PROVISIONS

     4.1 LAW AND SECTION HEADINGS. This Plan shall be construed and interpreted
in accordance with the laws of the Commonwealth of Kentucky. Section headings
are used in this Plan for convenience only and are to be ignored in the
construction of the terms of this Plan.

     4.2 COUNTERPARTS. This Plan may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together
constitute one and the same instrument.

     4.3 ENTIRE AGREEMENT; WAIVER. This Plan constitutes and contains the entire
agreement of TPS and Associates with respect to the Merger and supersedes any
prior agreement by the parties, whether written or oral. The waiver of a breach
of any term or condition of this Plan must be in writing signed by the party
sought to be charged with such waiver and such waiver shall not be deemed to
constitute the waiver of any other breach of the same or of any other term or
condition of this Plan.

                                        4


          IN WITNESS WHEREOF, the parties hereto have caused this Plan to be
executed by their duly authorized officers as of the date first above written.

               "TPS"                     TECHNICAL PATHOLOGY SERVICES, INC.


                                         By: /s/ [ILLEGIBLE]
                                            ------------------------------------
                                         Title: Secretary and Treasurer
                                               ---------------------------------


               "Associates"              PATHOLOGY ASSOCIATES, S.S.C.


                                         By:  /s/ James E. Dunningan
                                            ------------------------------------
                                         Title: Chairman
                                               ---------------------------------

                                        5



[SEAL]

                              ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                            AMERIPATH KENTUCKY, INC.

     Pursuant to the provisions of KRS 271B.10-060, Articles of Amendment to the
Articles of Incorporation of AmeriPath Kentucky, Inc. (the "Corporation") are
hereby adopted:

     FIRST:    The name of the Corporation is AmeriPath Kentucky, Inc.

     SECOND:   Article IV is amended in its entirety to read as follows:

                                   ARTICLE IV

                                 CAPITAL STOCK

               The aggregate number of shares which the corporation shall have
          authority to issue is Two Thousand (2,000) shares of common stock, and
          each share of common stock shall (a) have a par value of one Dollar
          ($1.00) and (b) be entitled to One (1) vote.

     THIRD:    The above described amendment was adopted by the board of
               directors on September 25, 1996 and adopted by unanimous
               consent of the shareholders on September 25, 1996. The number
               of shares of the Corporation's capital stock outstanding at
               the time of such adoption was 1,000 shares of common stock.
               The designation and number of votes entitled to be cast by
               the sole voting group entitled to vote separately thereon
               were as follows:

                     CLASS                 NUMBER OF VOTES
                     -----                 ---------------
               Common Stock                    1,000

               The number of votes of the sole voting group indisputably
               represented by unanimous written consent was:

                     CLASS                 NUMBER OF VOTES
                     -----                 ---------------
               Common Stock                    1,000



               The total number of undisputed votes cast for the amendment by
               the sole voting group was 1,000. The number of undisputed votes
               cast for the amendment was sufficient for approval by the sole
               voting group.

     FOURTH:   This amendment does not provide for an exchange, reclassification
               or cancellation of issued shares of stock of the Corporation.

     Dated as of September 3, 1996


                                           AMERIPATH KENTUCKY, INC.

                                           By: /s/ [ILLEGIBLE]
                                              ----------------------------------

                                           Title: Vice President
                                                 -------------------------------

                                        2

EX-3.20

                                                                    EXHIBIT 3.20

                                     BY-LAWS

                                       OF

                       TECHNICAL PATHOLOGY SERVICES, INC.

                                    ARTICLE I

                                REGISTERED OFFICE

     The registered office of the Corporation in the Commonwealth of Kentucky
shall be located in the City of Lexington. The address of the registered office
may be changed, from time to time by the Board of Directors. The corporation may
have such other offices, either within or without the Commonwealth of Kentucky,
as the business of the Corporation may require from time to time.

                                   ARTICLE II

                                  SHAREHOLDERS

     2.1 ANNUAL MEETING. The annual meeting of the shares holders shall be held
at such time, place and on such date as the chief executive officer may
designate within or with out the Commonwealth of Kentucky. If no designation of
place is properly made, the place of the meeting shall be at the principal
office of the Corporation. The purpose of such meeting shall be the election of
directors and the transaction of such other business as may properly come be
fore it. If the election of directors shall not be held on the day designated
for an annual meeting, or at any adjournment thereof; the Board of Directors
shall cause the election to be held at a special meeting of the shareholders to
be held as soon thereafter as may be practicable. The failure to hold an annual
meeting at the time fixed In accordance with these By-Laws shall not affect the
validity of any corporate action.

     2.2 SPECIAL MEETING. Special meetings of the shareholders may be called by
the chief executive officer or the Board of Directors, or by the holders of at
least thirty- three and one-third percent (33 1/3%) (or such higher or lower
percentage as is contained in the Corporation's Articles of Incorporation) of
all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting who sign, date and deliver to the Corporation's
Secretary one (1) or more written demands for the meeting describing the purpose
or purposes for which it is to be held Unless otherwise fixed in these By-Laws,
the record date for determining shareholders entitled to demand a special meet-



ing shall be the date the first shareholder signs the demand.

     2.3 PLACE OF SPECIAL MEETING. The Board of Directors may designate any
place within or without the Commonwealth of Kentucky as the place for any
special meeting of shareholders called by the Board of Directors. A waiver of
notice signed by all shareholders may include a designation of any place, either
within or without the Commonwealth of Kentucky, as the place for the holding of
such meeting. If no designation, is properly made, or if a special meeting be
otherwise called, the place of meeting shall be at the principal office of the
Corporation.

     2.4 ACTION WITHOUT MEETING.

          (a) ACTION. Any action required to be taken, or which may be taken, at
a meeting of the shareholders may be taken without a meeting and without prior
notice, except as provided in this Section, if the action is taken by all the
shareholders entitled to vote oh the action, If the Corporation's Articles of
Incorporation so provide, any action except the election of directors required
or permitted to be taken at a shareholders' meeting may be taken without a
meeting and without prior notice, except as provided in this Section, if the
action is taken by shareholders entitled to vote on the action representing not
less than eighty percent (80%) (or such higher percentage as required by the
Kentucky Business Corporation Act or the Articles of Incorporation) of the votes
entitled to be cast. The action taken under this Section shall be evidenced by
one (1) or more written consents describing the action taken, signed by the
share holders taking the action, and delivered to the Corporation for inclusion
in the minutes or filing with the corporate records. Action taken under this
Section shall be effective when consents representing the votes necessary to
take the action under this Section are delivered to the Corporation, or upon
delivery of the consents representing the necessary votes, as of a different
date if specified in the consent.

          (b) NOTICE. Prompt notice of the taking of any action by shareholders
without a meeting under this Section by less than unanimous written consent
shall be given to those shareholders entitled to vote on the action who have not
consented in writing. If the Kentucky Business Corporation Act requires that
notice of proposed action be given to nonvoting shareholders and the action is
to be taken by consent of the voting shareholders under this Section, the
Corporation shall give its nonvoting shareholders and voting shareholders whose
consent is not solicited, written notice of the proposed action at least ten
(10) days before the action is taken. The notice shall contain or be accompanied
by the same material that would have been required to be sent to nonvoting
shareholders in a notice of meeting at



which the proposed action would have been submitted to the shareholders for
action.

     2.5 NOTICE OF MEETING. The Corporation shall notify Shareholders of the
date, time, and place of each annual or special shareholders' meeting no fewer
than ten (10) nor more than sixty (60)days before the meeting date. Unless the
Kentucky Business Corporation Act or the Corporation's Articles of Incorporation
require otherwise, the Corporation shall be required to give notice only to
shareholders entitled to vote at the meeting and notice of an annual meeting
shall not be required to include a description of the purpose or purposes for
which the meeting is called. Notice of a special meeting shall include a
description of the purpose or purposes for which the meeting is called.

     2.6 FORM OF NOTICE. Notice under these By-Laws shall be in writing unless
oral notice is reasonable under the circumstances. Notice may be communicated in
person; by telephone, telegraph, teletype, or other form of wire or wireless
communication; or by mail or private carrier. If these forms of personal notice
are impracticable, notice may be communicated by .a newspaper of general
circulation in the area where published; or by radio, television, or other form
of public broadcast communication. Written notice by the Corporation to its
shareholder, if in a comprehensible form shall be effective when mailed, if
mailed postpaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders; Written notice to the
Corporation may be addressed to its registered agent at Its registered office or
to the Corporation or its Secretary at its principal office shown in its most
recent annual report. Except as otherwise provided in this Section, written
notice, if in a comprehensible form, shall be effective at the earliest of the
following: when received; five (5) days after its deposit in the United States
mail, as evidenced by the postmark, if mailed postpaid and correctly addressed;
on the date shown: on the return receipt, if sent by registered or certified
mall, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Oral notice shall be effective when communicated if communicated in a
comprehensible manner. If the Kentucky Business Corporation Act prescribes
notice requirements for particular circumstances, those requirements shall
govern.

     2.7 WAIVER OF NOTICE. A shareholder may waive any notice required by the
Corporation's Articles of incorporation, these By-laws, or the Kentucky Business
Corporation Act before or after the date and time stated in the notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Corporation for inclusion in the minutes or filing with
the corporate records. A shareholder's attendance at a meeting shall waive
objection to lack of notice or defective notice of the



meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting. A shareholder's
attendance at a meeting shall be deemed a waiver of any objection to the
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.

     2.8 RECORD DATE. The Board of Directors of the Corporation may fix a record
date of shareholders of net more than seventy (70) days before the meeting or
action requiring a determination of shareholders, in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting shall be effective
for any adjournment of the meeting unless the Board of Directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
one hundred twenty (120) days after, the date fixed for the original meeting. If
not otherwise fixed by the Board of Directors in accordance with these By-Laws;
the record date for determining shareholders entitled to notice of and to vote
at an annual or special shareholders' meeting shall be the day before the first
notice is delivered to shareholders, and the record date for any consent action
taken by shareholders without a meeting and evidenced by one (1) or more written
consents shall be the first date upon which a signed written consent setting
forth such action is delivered to the Corporation at its principal office shown
in its most recent annual report.

     2.9 SHAREHOLDERS' LIST FOR MEETING. After fixing a record date for a
meeting, the Corporation shall prepare a complete list of the names of all the
Corporation's shareholders who are entitled to notice of a Shareholders'
meeting. The list shall be arranged by voting group and show the address of and
number of shares held by each shareholder. The shareholders' list shall be
available for inspection by any shareholder beginning five (5) business days
before the meeting for which the list was prepared and continuing through the
meeting, at the Corporation's principal office or at a place identified in the
meeting notice in the city where the meeting will be held. A shareholder, his
agent, or attorney shall be entitled on written demand to inspect and, subject
to the requirements of Section 9.6 (b) of these By-Laws, to copy the list,
during regular business hours and at his expense, during the period it is
available for inspection .The Corporation shall make the list of shareholders
available at the meeting and any shareholder, his agent or attorney shall be
entitled to inspect the list at any time during the meeting or any adjournment.
Refusal or failure to prepare or make available the shareholders' list



shall not affect the validity of any action taken at the meeting.

     2.10 PROXIES. At all meetings of shareholders, a shareholder may vote: his
shares in person or by proxy. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his duly authorized attorney-in-fact. An appointment of a proxy shall be
effective when the appointment form is received by the Secretary of the
Corporation, or other officer or agent authorized to tabulate votes. An
appointment shall be valid for eleven (11) months unless a longer period is
expressly provided in the appointment form An appointment of proxy shall be
revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an. interest. The
revolution of an appointment of proxy shall not bet effective until the
Secretary of the Corporation or such other officer or agent authorized to
tabulate votes has received written notice thereof.

     2.11 QUORUM AND VOTING REQUIREMENTS. Shares entitled to vote as a voting
group may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. Unless the Corporation's Articles of
Incorporation, or the Kentucky Business Corporation Act provide otherwise, a
majority of those votes entitled to be cast on the matter by the voting group
shall constitute a quorum of that voting group for action on that matter. Once a
share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting. If a quorum exists, action on a matter (other than the election of
directors) by a voting group shall be approved if the votes cast within the
voting group favoring the action exceed the voting cast :opposing the action,
unless the Articles of Incorporation or the Kentucky Business Corporation Act
require a greater number of affirmative votes.

     2.12 GREATER QUORUM OR VOTING REQUIREMENTS. An amendment to the Articles of
Incorporation that adds changes or deletes a greater quorum or voting
requirement shall meet the same quorum requirement and be adopted by the same
vote and voting groups required to take action under the quorum and voting
requirements then in effect.

     2.13 VOTING OF SHARES. Unless the provisions of Section 2.15, or the
Corporation's Articles of Incorporation or the Kentucky Business Corporation Act
provide otherwise, each outstanding share of common stock authorized by the
Corporation's Articles of Incorporation to have Voting power shall be entitled
to one (1) vote on each matter voted on at a shareholders' meeting. The voting
rights, if any, of



          (g) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder the Corporation if acting
in good faith shall be entitled to accept the vote, consent, waiver, or proxy
appointment and give it effect as the act of the shareholder For purposes of
this Section, a telegram or cablegram appearing to have been transmitted by the
proper person, or a photographic, photostatic, or equivalent reproduction of a
writing appointing a proxy may be accepted by the Corporation if acting in good
faith, as a sufficient, signed appointment form.

          (h) If the name signed on a vote consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the Corporation if acting in
good faith shall nevertheless be entitled to accept the vote, consent waiver, or
proxy appointment and give it effect as the act of the shareholder if:

              (i)   The shareholder is an entity and the name signed purports to
          be that of an officer or agent of the entity;

              (ii)  The name signed purports to be that of an administrator,
          executor, guardian, or conservator representing the shareholder and,
          if the Corporation requests, evidence of fiduciary status acceptable
          to the Corporation has been presented with respect to the vote,
          consent, waiver, or proxy appointment;

              (iii) The name signed purports to be that of a receiver or trustee
          in bankruptcy of the shareholder and, if the Corporation requests,
          evidence of this status acceptable to the Corporation has been
          presented with respect to the vote, consent, waiver, or proxy
          appointment;

              (iv)  The name signed purports to be that of a pledgee, beneficial
          owner, or attorney-in-fact of the shareholder and, if the Corporation
          requests, evidence acceptable to the Corporation of the signatory's
          authority to sign for the shareholder has been presented with respect
          to the vote, consent, waiver, or proxy appointment; or

              (v)   Two (2) or more persons are the holder as co-tenants or
          fiduciaries and the name signed purports to be the name of at least
          one (1) of the co-owners and the person signing appears to be acting
          on behalf of all the co- owners.

     2.15 CUMULATIVE VOTING FOR DIRECTORS. At each election for directors each
shareholder entitled to vote at such election shall have the right to cast, in
person or by



proxy, as many votes in the aggregate as he shall be entitled to vote under the
Corporation's Articles of Incorporation multiplied by the number of directors to
be elected at such election; and each shareholder may cast the whole number of
votes for one (1) candidate, or distribute such votes among two (2) or more
candidates. Such directors shall not be elected in any other manner.

                                   ARTICLE III

                                    DIRECTORS

     3.1 GENERAL POWERS. All Corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation managed under the
direction of, its Board of Directors, subject to any limitation set forth in the
Corporation's Articles of Incorporation.

     3.2 NUMBER, ELECTION AND TERM. The Board of Directors shall consist of one
(1) or more individuals, with the number specified in or fixed in accordance
with the Corporation's Articles of Incorporation. If the Board of Directors has
power to fix; or change the number of directors the Board may increase or
decrease by thirty percent (30%) or less the number of directors last approved
by the shareholders, but only the shareholders may increase or decrease by more
than thirty percent (30%) the number of directors last approved by the
shareholders. Directors shall be elected at the first annual shareholders'
meeting and at each annual meeting thereafter unless their terms are staggered
in the Articles of Incorporation. A decrease in the number of directors shall
not shorten an incumbent director's term. The term of a director elected to fill
a vacancy shall expire at the next shareholders meeting at which directors are
elected. Despite the expiration of a director's term, he shall continue to serve
until his successor is elected and qualifies or until there is a decrease in the
number of directors.

     3.3 RESIGNATION OF DIRECTORS. A director may resign at any time by
delivering written notice to the Board of Directors, its Chairman, or the
Corporation. A resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.

     3.4 REMOVAL OF DIRECTORS BY SHAREHOLDERS. A director shall be removed by
the shareholders only at a meeting called for the purpose of removing him and
the meeting notice shall state that the purpose, or one (1) of the purposes, of
the meeting is removal of the director. The shareholders may remove one (1) or
more directors with or without cause unless the Corporation's Articles of
Incorporation provide that directors may be removed only for cause.



classes of shares other than voting common stock shall be as set forth in the
Articles of Incorporation or by appropriate legal action of the Board of
Directors. Only shares shall be entitled to vote.

     2.14 VOTING OF SHARES BY CERTAIN HOLDERS.

          (a) Shares standing in the name of another corporation, domestic or
foreign may be voted by either that corporation's president or by proxy
appointed by him unless the board of directors of such other corporation
authorizes another person to vote such shares.

          (b) Shares held by an administrator, executor guardian or conservator
may be voted by him either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

          (c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority to do so
is contained in an appropriate order of the court by which such receiver was
appointed.

          (d) Where shares are held jointly by three (3) or more fiduciaries,
the will of the majority of such fiduciaries shall control the manner of voting
or the giving of a proxy unless the instrument or order appointing the
fiduciaries otherwise directs. Where in any case, fiduciaries are equally
divided upon the manner of voting shares jointly held by them, any court of
competent jurisdiction may, upon petition filed by any of the fiduciaries or by
any beneficiary, appoint an additional person to act with the fiduciaries in
determining the manner in which the shares shall be voted upon the particular
questions as to which the fiduciaries are divided.

          (e) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.

          (f) The Corporation shall be entitled to reject a vote, consent,
waiver or proxy appointment if the- Secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.



If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove him. A
director may not be removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal.

     3.5 VACANCY ON BOARD. Unless the Corporation's Articles of Incorporation
provide otherwise, if a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of directors: the shareholders
may fill the vacancy; the Board of Directors may fill the vacancy; or if the
directors remaining in office constitute fewer than a quorum of the Board they
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office. If the vacant office was held by a director elected by a
voting group of shareholders only the holders of shares of that voting group
shall be entitled to vote to fill the vacancy if it is filled by the
shareholders, A vacancy that will occur at a specific later date may be filled
before the vacancy occurs but the new director may not take office until the
vacancy occurs.

     3.6 COMPENSATION OF DIRECTORS. Unless the Corporation's Articles of
Incorporation provide otherwise, the Board of Directors may fix the compensation
of directors. No such compensation shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

     3.7 MEETINGS. The Board of Directors may hold regular or special meetings
in or out of the Commonwealth of Kentucky. The Board of Directors may permit any
or all directors to participate in a regular or special meeting by, or conduct
the meeting through the use of, any means of communication by which all
directors participating may simultaneously hear each other during this meeting.
A director participating in a meeting by this means shall be deemed to be
present in person at the meeting.

     3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by; or at the request of, the Chairman of the Board of Directors or the
chief executive officer of the Corporation. All special meetings of the Board of
Directors shall be held at the principal office of the Corporation or such other
place as may be specified in the notice of the meeting.

     3.9 ACTION WITHOUT MEETINGS. Any action required or permitted to be taken
at a Board of Directors' meeting may be taken without a meeting if the action is
taken by all members of the Board. The action shal1 be evidenced by one (1) or
there written consents describing the action taken signed by each director, and
included in the minutes or filed with the corporate records reflecting the
action



taken. Action taken under this section shall be effective when the last director
signs the consent, unless the consent specifies a different effective date.

     3.10 NOTICE OF MEETING. Unless the Corporation's Articles of Incorporation
provide otherwise, regular meetings of the Board of Directors may be held
without notice of the date, time, place, or purpose of the meeting. Unless the
Article's of Incorporation provide for a longer or shorter period, special
meetings of the Board of Directors shall be preceded by at least two (2) days
notice of the date, time, and place of the meeting. Unless otherwise provided by
the Articles of incorporation, the notice shall not be required to describe the
purpose of the special meeting The form of notice shall be as provided in
Section 2.6 of these By-Laws.

     3.11 WAIVER OF NOTICE. A director may waive any notice required by the
Corporation's Articles of Incorporation or these Bylaws or the Kentucky Business
Corporation Act before or after the date and time stated in the notice. Except
as otherwise provided: in this Section, the waiver shall be in writing, signed
by the director -entitled to the notice, and filed with the minutes or corporate
records A director's attendance at or participation in a meeting shall waive any
required notice to him of the meeting unless the director at the beginning of
the meeting, or promptly upon his arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.

     3.12 QUORUM AND VOTING. Unless the Corporation's Articles of Incorporation
require a greater or lesser number, a majority of the number, of directors fixed
by, or determined iii accordance with, the Articles of Incorporation shall
constitute a Quorum of the Board of Directors. If a quorum is present when a
vote is taken, the affirmative vote of a majority of directors present shall be
the act of the Board of Directors unless the Articles of Incorporation require
the vote of a greater number of directors, A director who is present at a
meeting of the Board of Directors or a committee of the Board of Directors when
corporate action is taken shall be deemed to have assented to the action taken
unless: he objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting; his dissent or
abstention from the action taken is entered in the minutes of the meeting; or
he delivers written notice of his dissent or abstention to the presiding officer
of the meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not be
available to a director who votes in favor of the action taken.



     3.13 CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD. The Board of Directors may
appoint one of its members Chairman of the Board of Directors. The Board of
Directors may also appoint one of its members as Vice-chairman of the Board of
Directors, and such individual shall serve in the absence of the Chairman and
perform such additional duties as may be assigned to him by the Board of
Directors.

                                   ARTICLE IV

                                    OFFICERS

     4.1 REQUIRED OFFICERS. The Corporation shall have the officers described in
these By-Laws or appointed by the Board of Directors in accordance with these
By-Laws. A duly appointed officer may appoint one (1) or more officers or
assistant officers if authorized by the Board of Directors. The same individual
may simultaneously hold more than one (1) office in the Corporation. Section 4.9
of these By- Laws delegates to the Secretary of the Corporation, if such office
be created and filled, the required responsibility of preparing minutes of the
directors ' and shareholders meetings and for authenticating records of the
Corporation. If such office shall hot be created and filled, then the Board of
Directors shall delegate to one of the officers of the Corporation such
responsibility.

     4.2 DUTIES OF OFFICERS. Each officer of the Corporation shall have the
respective authority and shall perform the duties set forth in these By-Laws for
such officer's respective office or, to the extent consistent with these
By-Laws, the duties prescribed by the Board of Directors or by direction of an
officer authorized by the Board of Directors to prescribe the duties of other
officers.

     4.3 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be
elected by the Board of Directors at the first and thereafter at each annual
meeting of the Board of Directors. If the election of officers shall not be held
at any such meeting, such election shall be held as soon thereafter as is
practicable. Vacancies may be filled or new .offices created and filled at any
meeting of the Board of Directors. Each officer shall hold office until the
successor shall be duly elected or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

     4.4 RESIGNATION AND REMOVAL OF OFFICERS. An officer may resign at any time
by delivering notice to the Corporation. A resignation shall be effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board



of Directors may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor shall not take office until the
effective date. The Board of Directors may remove any officer at any time with
or without cause.

     4.5 CONTRACT RIGHTS OF OFFICERS. Election or appointment of an officer or
agent sha11 not of itself create contract rights. An officer's removal 'shall
not affect the officer's contract rights, if any, with the Corporation. An
officer's resignation shall not affect the Corporation's contract rights if any,
with the officer.

     4.6 CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors, if that office be created and filled may, at the discretion of the
Board of Directors, be the chief executive officer of the Corporation and, if
such, shall, in general, supervise and control the affairs and business of the
Corporation, subject to control by the Board of Directors. The Chairman of the
Board shall preside at all meetings of the shareholders and Board of Directors.

     4.7 PRESIDENT. The President, if that office be created and filled, shall
be the chief executive officer of the Corporation, unless a Chairman is
appointed and designated chief executive officer pursuant to Section 4.6. If no
Chairman has been appointed or, in the absence of the Chairman the President:
shall preside at all meetings of the shareholders and of the Board of Directors.
He may sign certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors be by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed- The President shall, in general,
perform all duties incident to the office of President arid such other duties as
may be prescribed by the Board of Directors from time to time. Unless otherwise
ordered by the Board of Directors, the president shall have full power and
authority on behalf of the Corporation to attend, act and vote in person or
proxy at any meetings of shareholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall hold and may exercise
all rights incident to the ownership of such stock which the corporation, as
owner, would have had and exercised if present. The Board of Directors may
confer like powers on any other person or persons.

     4.8 TREASURER. The Treasurer, if that office be created and filled, shall
have charge and custody of and be responsible for all funds and securities of
the Corporation; receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such



monies in the name of the Corporation in such banks, trust companies and other
depositories as shall be selected in accordance with the provisions of Section
5.5; and, in general, perform all the duties incident to the office, of
Treasurer and such other duties as from time to time may be assigned to him by
the Chairman of the Board, the President or the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.

     4.9 SECRETARY. The Secretary, if that office be created and filled, shall
(a) keep the minutes of the shareholders' meetings and of the Board of
Directors' meetings in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-Laws or
as required by law; (c) be custodian of the corporate records and of the seal,
if any, of the Corporation; (d) be responsible for authenticating records of the
Corporation; (e) keep a register of the mailing address of each shareholder; (f)
sign .with the President or vice-President certificates for shares of stock of
the Corporation; (g) have general charge of the stock transfer books of the
Corporation; and, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Chairman of the Board, the President or by the Board of Directors.

     4.10 VICE-PRESIDENT. In the absence of the President, or in the event of
his inability or refusal to act, the Vice-President (or, in the event there be
more than one Vice-president, the vice-Presidents in order designated at the
time of their election, or in the absence of any designation, then in the order
of their election), if that office be created and filled, shall perform the
duties of the president and when so acting shall have all the powers of and be
subject to all the restrictions upon the President. Any Vice-President may sign,
with the Secretary or an assistant secretary, certificates for shares of the
Corporation, and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.

     4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

          (a) The Assistant Treasurer, if that office be created and filled,
shall, if required by the Board of Directors, give bond for the faithful
discharge of his duty in such sum and with such surety as the Board of Directors
shall determine.

          (b) The Assistant Secretary, if that office be created and filled, and
if authorized by the Board of Direc-



tors, may sign, with the President or vice-President, certificates for shares of
the Corporation.

          (c) The Assistant Treasurers and Assistant Secretaries, in general,
shall perform such additional duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the Chairman of the Board, the
President or the Board of Directors.

     4.12 COMPENSATION. The compensation of the officers of the corporation
shall be fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such compensation by reason of the fact that he is
also a director of the Corporation.

                                    ARTICLE V

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1 CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract and execute and deliver
any instruments in the name of and on behalf of the Corporation. Such authority
may be general or confined to specific instances.

     5.2 LOANS. No loans shall be contracted on behalf of the Corporation, and
no evidences of indebtedness Shall be issued in its name, unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.

     5.3 LOANS TO DIRECTORS. Except as otherwise provided in this Section the
Corporation may not lend money to or guarantee the obligation of a director of
the Corporation unless: the particular loan or guarantee is approved by a
majority of the votes represented by the outstanding voting shares of all
classes, voting as a single voting group, except the votes of shares owned by or
voted under the control of the benefited director; or the Corporation's Board of
Directors determines that the loan or guarantee benefits the Corporation and
either approves the specific loan or guarantee or a general plan authorizing
loans and guarantees. The fact that a loan or guarantee is made in violation of
this Section shall not affect the borrower's liability on the loan or the
Corporation's liability on the guarantee. This Section shall not apply to loans
and guarantees authorized by statute regulating any special class of
corporations.

     5.4 CHECKS, DRAFTS, ETC. All Checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be sighed by such officer or officers, or agent or agents, of



                                  ARTICLE VII

                         EXECUTIVE AND OTHER COMMITTEES

     7.1 EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by
the greater of a majority of all directors in office when the action, is taken,
or the number of directors required to take action under Section 3.12 of these
By-Laws, may create and appoint from among its members an Executive Committee
consisting of two (2) or more members, who serve at the pleasure of the Board of
Directors.

          (a) AUTHORITY. When the Board of Directors is not in session, the
Executive Committee shall have and may exercise all of .the authority of the
Board of Directors unless otherwise specified by the resolution appointing the
Executive Committee. However, neither the Executive Committee nor any other
committee created by the Board of Directors shall have the authority to:
authorize distributions; approve or propose to shareholders action that the
Kentucky Business Corporation Act requires be approved by shareholders; fill
vacancies on the Board of Directors or on any of its committees; amend the
Corporation's Articles of Incorporation; adopt, amend or repeal By-Laws; approve
a plan of merger not requiring shareholder approval; authorize or approve
reacquisition of shares except according to a formula or method prescribed by
the Board of Directors; or authorize or approve the issuance or sale or contract
for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee (or a senior executive officer of
the Corporation) to do so within limits specifically prescribed by the Board of
Directors.

          (b) TENURE AND QUALIFICATIONS. Each member of the Executive Committee
shall hold office until the next regular meeting of the Board of Directors
following his designation and until his successor shall be duly designated and
qualified.

          (c) MEETINGS. Sections 3.7 to 3.11 of these By-Laws, which address
meetings, action without meeting notice of meeting, and waiver of notice shall
apply to the Executive Committee and its members as well.

          (d) QUORUM AND VOTING. A majority of the number of members appointed
by the Board of Directors shall constitute a quorum of the Executive Committee.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of members present shall be the act of the Executive Committee. A member who is
present at a meeting of the Executive Committee when corporate action is taken
shall be deemed to have assented to the action taken unless: he



objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or transacting business at the meeting; his dissent or abstention
from the action taken is entered in the minutes of the meeting; or he delivers
written notice of his dissent or abstention to the presiding officer of the
meeting before its adjournment or to the Corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not be
available to a director who votes in favor of the action taken.

          (e) VACANCIES. Any vacancy in the Executive Committee may be filled
by a resolution adopted by the directors in accordance with Section 7.1 of these
By-Laws.

          (f) RESIGNATIONS AND REMOVAL. Any member of the Executive Committee
may be removed at any time with or without cause, by resolution adopted by the
Board of Directors in accordance with Section 7.1 of these By-Laws. Any member
of the Executive Committee may resign from the Executive Committee at any time
by giving written notice to the Board of Directors, its Chairman or to the
Corporation, and resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.

     7.2 OTHER COMMITTEES. The Board of Directors, by resolution adopted by the
greater of a majority of all directors in office when the action is taken, or
the number of directors required to take action under Section 3.12 of these
By-Laws, may create and appoint from among its members such other committees,
consisting of two (2) or more board members, as from time to time it may
consider necessary or appropriate to conduct the affairs of the Corporation.
Each such committee shall have such power and authority as the Board of
Directors may, from time to time, legally establish for it. The tenure and
qualifications of the members of each committee; the time, place and
organization of such committee's meetings; the notice required to call any such
meeting; the number of members of each such committee that shall constitute a
quorum; the affirmative vote of the committee members required effectively to
take action at any meeting at which a quorum is present; the action that any
such committee can take without a meeting; the method in which a vacancy among
the members of such committee can be filled and the procedures by which
resignations and removals of members of such committee shall be acted upon or
accomplished shall be fixed by the resolution adopted by the Board of Directors
relative to such matters, subject to the provisions of the Kentucky Business
Corporation Act.



the Corporation and in such manner as shall, from time to time, be determined by
resolution of the Board of Directors.

     5.5 DEPOSITS. All funds of the Corporation hot otherwise employed shall be
deposited, from time to time, to the credit of the Corporation in such banks,
trust companies and other depositaries as the Board of Directors may select.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

     6.1 CERTIFICATE FOR SHARES. Certificates representing shares of the
Corporation shall be in such: form as may be determined by the Board of
Directors and by the laws of the Commonwealth of Kentucky. Such certificates
shall be signed by the President or a Vice -President and by the Secretary or an
Assistant Secretary, if such offices be created and filled or signed by two (2)
officers designated by the Board of Directors to sign such certificates. If a
corporate seal has been adopted, such certificates may bear such corporate seal
or its facsimile. The signature of such officers upon such certificates may be
signed manually or by facsimile. All certificates for shares shall be
consecutively numbered. The name of the person owning the shares represented
thereby, with the number of shares and date of issue, shall be entered on the
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificates shall be issued until the
former certificates for a like number of shares shall have been surrendered and
cancelled, except that, in case of a lost, destroyed or mutilated certificate a
new one may be issued therefore upon such terms and indemnify to the Corporation
as the Board of Directors may prescribe.

     6.2 TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made
only on the books of the Corporation by the registered holder thereof, or by his
legal representative who shall furnish proper evidence of authority to transfer,
or by his attorney- in- fact thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.



                                  ARTICLE VIII

                                EMERGENCY BY-LAWS

     8.1 ADOPTION OF EMERGENCY BY-LAWS. The provisions of Sect ion 8.2 shall be
operative during any emergency. An emergency shall exist for purposes of Section
8.2 if a quorum of the Corporation's Board of Directors cannot readily be
assembled because of some catastrophic event. All provisions of these By-Laws
provided in the other Articles consistent with the Emergency By-Laws shall
remain effective during the emergency. The Emergency By-Laws shall not be
effective after the emergency ends.

     8.2 PROVISIONS OF EMERGENCY BY-LAWS.

          (a) A meeting of the Board of Directors may be called by any officer
or director of the Corporation. Notice of the time and place of the meeting need
be given by the person calling the meeting to such of the directors as it may be
practicable to reach and may be given in any practicable manner, including by
publication or radio. Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person calling the
meeting.

          (b) The director or directors in attendance at the meeting shall
constitute a quorum.

          (c) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency, any or all directors or officers of
employees or agents of the Corporation shall, for any reason, be rendered
incapable of discharging their duties.

          (d) The Board of Directors, either before or during any such emergency
may, effective in the emergency, change the principal office or designate
several alternative principal or regional offices, or authorize the officers to
do so.

          (e) All corporate action taken In good faith in accordance with these
Emergency By-Laws shall bind the Corporation and shall not be used to impose
liability on a corporate director, officer, employee or agent.

     8.3 CHANGES IN EMERGENCY BY-LAWS. These Emergency By-Laws shall be
subject to repeal or change by further action of the Board of Directors or by
action of the shareholders, but no such repeal or change shall modify the
provisions of Section 8.2 with regard to action taken prior to the time of such
repeal or change.



                                   ARTICLE IX

                                  MISCELLANEOUS

     9.1 AMENDMENTS. The Board of Directors of the Corporation may amend or
repeal these By-Laws unless; the Articles of Incorporation or the Kentucky
Business Corporation Act reserve this power exclusively to the shareholders in
whole or in part; or the shareholders of the Corporation in amending or
repealing a particular By-Law provide expressly that the Board of Directors may
not amend or repeal that By- Law. The Corporation's shareholders may amend or
repeal these By-Laws even though these By-Laws may also be amended or repealed
by the Board of Directors.

     9.2 FISCAL YEAR. The Board of Directors shall have the power to fix, and
from time to time change, the fiscal year of the Corporation.

     9.3 DIVIDENDS. The Board of Directors may from time to time declare, and
the corporation shall pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and its Articles of
Incorporation.

     9.4 SEAL. The Board of Directors may adopt A corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the word "SEAL."

     9.5 WAIVER OF NOTICE. Whenever any notice is required to be given under the
provisions of these By-Laws the Articles of Incorporation or the Kentucky
Business Corporation Act, in addition to any other waiver pursuant to law, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to
the giving of such notice.

     9.6 INSPECTION OF RECORDS BY SHAREHOLDERS.

          (a) A shareholder of the Corporation shall be entitled to inspect and
copy during regular business hours at the Corporation's principal office, any of
the following records of the Corporation if the shareholder gives the
Corporation written notice of his demand at least five (5)business days before
the date on which he wishes to inspect and copy:

              (i) Its Articles or restated Articles of Incorporation and all
     amendments to them currently in effect;



              (ii) Its By-Laws or restated By-Laws and all amendments to them
     currently in effect;

              (iii) Resolutions adopted by its Board of Directors creating one
     (1) or more classes or series of shares, and fixing their relative rights,
     preferences and limitations, if shares issued pursuant to those resolutions
     are outstanding;

              (iv) The minutes of all shareholders' meetings, and records of all
     action taken by shareholders without a meeting, for the past three (3)
     years;

              (v) All written communications to shareholders generally within
     the past three (3) years, including the financial statements furnished for
     the past three (3) years;

              (vi) A list of the names and business addresses of its current
     directors and officers; and

              (vii) Its most recent annual report delivered to the Secretary of
     State.

          (b) If a shareholder of the Corporation, in good faith and for a
proper purpose, describes with reasonable particularity his purpose and the
records he desires to inspect, and if the records he requests are directly
connected to his purpose, then the shareholder shall be entitled to inspect and
copy during regular business hours at a reasonable location specified by the
Corporation any of the following records of the Corporation upon the shareholder
giving the Corporation written notice of his demand at least five (5) business
days before the date on which he wishes to inspect and copy:

          (i)  Excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while acting in
place of the Board of Directors on behalf of the Corporation, minutes of any
meeting of the shareholders, and records of action taken by the shareholders or
Board of Directors without a meeting, to the extent not otherwise subject to
inspection under this section;

          (ii) Accounting records of the Corporation; and

          (iii) The record of shareholders.

     9.7 CONSTRUCTION. Unless the context specifically requires otherwise, any
reference in these By-Laws to any gender shall include all other genders; any
reference to the



singular shall include the plural; and any reference to the plural shall include
the singular.

     9.8 SEVERABILITY OF PROVISIONS. If any provision of these By-Laws or its
application to any person or circumstances is held invalid by a court of
competent jurisdiction, the invalidity does not affect other provisions or
applications of these By-Laws that can be given effect without the invalid
provision or application, and to this end the provisions of these By-Laws are
severable.

                                    ARTICLE X

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     To the fullest extent permitted by, and in accordance with the provisions
of, the Kentucky Business Corporation Act, as the same exists or may hereafter
be amended (the "Act"), the Corporation shall Indemnify each director or officer
of the Corporation against expenses (including attorneys' fees), judgments,
takes, penalties, fines (including an excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement (collectively
"Liability"), incurred by him in connection with defending any threatened
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) to which he is, or is threatened to be made, a
party because he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, partner,
employee or agent of another domestic or foreign corporation, partnership, joint
;venture, trust or other enterprise, including service with respect to employee
benefit plans. A director or officer shall be considered to be serving an
employee benefit plan at the Corporation's request if his duties to the
Corporation also impose duties on or otherwise involve services by him to the
plan or to participants in or beneficiaries of the plan. To the fullest extent
authorized or permitted by, and in accordance with the provisions of, the Act,
the Corporation shall pay or reimburse expenses (including attorneys' fees)
incurred by a director or officer who is a party to a proceeding in advance of
final disposition of such proceeding.

     The indemnification against Liability and advancement of expenses provided
by, or granted pursuant to, this Article X shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement may be
entitled under any By-Law, agreement, action of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as to
action in another capacity, while holding such office of the Corporation, shall
continue as to a person who has ceased to be a director or

EX-3.21

                                                                    EXHIBIT 3.21

[SEAL]

                          ARTICLES OF INCORPORATION OF

                      AMERIPATH LUBBOCK 5.01(a) CORPORATION

     I, the undersigned, natural person of eighteen (18) years or more, acting
as incorporator of a corporation under the Texas Non-Profit Corporation Act, do
hereby adopt the following Articles of Incorporation for such corporation:

                                   ARTICLE ONE

     The name of the corporation is AmeriPath Lubbock 5.0l(a) Corporation.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                 ARTICLE THREE

     The period of its duration is perpetual.

                                  ARTICLE FOUR

          The corporation is organized and shall be operated exclusively to
carry out one or more of the following purposes:

          (a)  conducting scientific research and research projects in the
               public interest in the fields of medical sciences, medical
               economics, public health, sociology and related areas,

          (b)  supporting medical education in medical schools through grants
               and scholarships;

          (c)  improving and developing of the capabilities of individuals and
               institutions studying, teaching and practicing medicine and the
               institutions they serve;

          (d)  delivering health care to the public;

          (e)  engaging in the instruction of the general public in the area of
               medical science, public health and hygiene and related
               instruction useful to the individual and to the community; and

          (f)  conducting other activities useful or appropriate to the
               accomplishment of the foregoing purposes.

                                       -1-


                                  ARTICLE FIVE

          The name and street address of the registered agent and office of the
corporation is Corporation Service Company d/b/a CSC-Lawyers Incorporating
Service Company at 300 Brazos, Austin, Texas 78701.

                                  ARTICLE SIX

          Except as otherwise provided in These Articles of Incorporation and)
in the Bylaws of the corporation, the direction and management of the affairs of
the corporation and the control and disposition of us assets shall be vested in
a. board of directors (the "Board of Directors") composed of such number of
persons (nor less than Time (3)) as may be fixed by the Bylaws of The
corporation. The authority of the Board of Directors shall be limited to the
extent expressly set forth in these Articles of Incorporation and in the Bylaws
of the corporation. The number of directors presently constituting the Board of
Directors is three (3), The names and addresses of the persons who shall serve
as the initial directors of the corporation are as follows.



              NAME                                                     ADDRESS
              ----                                                     -------
                                                          
     Clay J. Cockerell, M.D.                                 2330 Butler Street, Suite 115
                                                             Dallas, Texas 75235

     Joseph A Sorrier, M.D.                                  4350 Alpha Rd
                                                             Dallas, Texas 75244

     Stephen Aldred, M.D.                                    5522 Wenonah Drive
                                                             Dallas, Texas 75209


     Each director shall hold office for the term for which he or she is
elected, except that the initial directors of the corporation named in those
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such directors, and until his or her
successor shall have been duly elected and qualified unless such director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

          Each director and successor director shall at all times be a physician
duly licensed to practice medicine by the Texas State Board of Medical Examiners
and actively engaged in The practice of medicine for purposes of these Articles
of Incorporation, the term "actively engaged in the practice of medicine" shaft
be as defined by the Texas State Board of Medical Examiners.

                                 ARTICLE SEVEN

          The corporation shall have one member. These Articles of Incorporation
and the Bylaws of the corporation shall define the voting rights, powers and
privileges of the member.

                                       -2-


                                  ARTICLE EIGHT

          The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended
or repealed and new and other Bylaws may be made and adopted only by the member,
provided that any alteration, amendment or repeal, of the Bylaws, must be
approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

          The power to dissolve the corporation in accordance with the Texas
NonProfit Corporation Act shall be vested solely in the member.

                                  ARTICLE TEN

          Any action required to, or which may, be taken at a meeting of the
member or directors of the corporation or a committee of the board of directors
may be taken without a meeting if a consent in writing, setting forth the action
to be taken, is signed by the member, or a sufficient number of directors or
committee members as would be necessary to take that action at a meeting at
which the member or all of the directors or committee members were present and
voted, provided such consent is in the form provided for and such action is
taken in accordance with the Act, these Articles of Incorporation and the Bylaws
of the corporation.

                                 ARTICLE ELEVEN

          Pursuant to Article 6.02, Subsection (3) of the Texas Non-Profit
Corporation Act, upon dissolution of the corporation in accordance with the laws
of the State of Texas, the Board of Directors, after paying or making provision
for payment of all liabilities of the corporation, and after returning,
transferring, or conveying those assets of the corporation that are held subject
to conditions requiring such return, transfer, or conveyance, shall distribute
all the corporation's remaining assets as the Board of Directors in its sole
discretion shall determine.

                                 ARTICLE TWELVE

          A director member or committee member of the corporation shall not be
liable to the corporation for monetary damages for an act or omission in the
director's capacity as a director, except that this Article Twelve does not
eliminate or limit the liability of a director of the corporation to the extent
the director is found liable for, (i) a breach of the director's duty of loyalty
to the Corporation or its members; (ii) an act or omission not in good faith
that constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law; (iii) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within The scope of the
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. If the Texas
Miscellaneous Corporation Laws Act or any other statute of the State of Texas
hereafter is amended to authorize the further elimination or limitation of the
liability of directors of the corporation, then the liability of a director of
the corporation shall be limited to the fullest extent permitted by the statutes
of the State of Texas, as so amended, and such elimination or limitation of

                                       -3-


liability shall be in addition to, and not in lieu of, the limitation on the
liability of a director of the corporation provided by the foregoing provisions
of this Article Twelve. Any repeal of or amendment to this Article Twelve shall
be prospective only and shall not adversely affect any limitation on the
liability of a director of the corporation existing at the time of such repeal
or amendment.

                                ARTICLE THIRTEEN

          The name and business address of the incorporator is:



                    NAME                                                ADDRESS
                    ----                                                -------
                                                          
          Clay J. Cockerell, M.D.                            2330 Butler Street, Suite 115
                                                             Dallas, Texas 75235


          IN WITNESS WHEREOF, I have hereunto set my hand on this 9th day of
June, 1998


                                                   By: /s/ Clay J. Cockerell
                                                      --------------------------
                                                        Clay J. Cockerell, M.D
                                                        Incorporator

                                       -4-

EX-3.22

                                                                    EXHIBIT 3.22

                                     BYLAWS

                                       OF

                      AMERIPATH LUBBOCK 5.01(A) CORPORATION

                         A TEXAS NON-PROFIT CORPORATION



                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                
ARTICLE I - PURPOSES, POWERS, AND DEFINITIONS..................................................................... 1
            Section 1.1   Statement of Purpose.................................................................... 1
            Section 1.2   Powers.................................................................................. 1
            Section 1.3   Corporate Practice of Medicine.......................................................... 1

ARTICLE II - OFFICES.............................................................................................. 2
            Section 2.1   Principal Place of Business............................................................. 2
            Section 2.2   Registered Agent........................................................................ 2

ARTICLE III - MEMBERS............................................................................................. 2
            Section 3.1   Qualifications, Powers, and Duties...................................................... 2
            Section 3.2   Annual Meeting.......................................................................... 2
            Section 3.3   Special Meetings........................................................................ 2
            Section 3.4   Notice of Meetings, Waiver.............................................................. 2
            Section 3.5   Actions Reserved to the Member.......................................................... 3
            Section 3.6   Action by Members)...................................................................... 4
            Section 3.7   Quorum.................................................................................. 4
            Section 3,8   Voting.................................................................................. 4
            Section 3.9   Membership Book......................................................................... 4
            Section 3.10  No Cumulative Voting.................................................................... 4
            Section 3.11  Action Without A Meeting................................................................ 4
            Section 3.12  Meetings by Telephone................................................................... 5

ARTICLE IV - DIRECTORS............................................................................................ 5
            Section 4.1   General Powers.......................................................................... 5
            Section 4.2   Actions Reserved to the Board........................................................... 5
            Section 4.3   Qualifications and TSBME Requirements................................................... 5
                    Section 4.3-1  Active Practice of Medicine.................................................... 5
                    Section 4.3-2 Conflicts of Interest........................................................... 6
                    Section 4.3-3 Reporting Requirements.......................................................... 6
                    Section 4.3-4 Financial Relationships......................................................... 6
            Section 4.4   Number.................................................................................. 6
            Section 4.5   Election of Directors................................................................... 6
            Section 4.6   Term.................................................................................... 7
            Section 4.7   Removal of Directors.................................................................... 7
            Section 4.8   Vacancies............................................................................... 7
            Section 4.9   Meetings................................................................................ 7
                    Section 4.9-1 Annual and Regular Meetings..................................................... 7
                    Section 4.9-2 Special Meetings................................................................ 7
            Section 4,10  Waiver of Notice........................................................................ 8
            Section 4.11  Quorum and Voting....................................................................... 8


                                        i




                                                                                                                Page
                                                                                                               
            Section 4.12  Proxies................................................................................. 8
            Section 4,13  Board Committees........................................................................ 8
                    Section 4.13-1 Quorum......................................................................... 8
                    Section 4,13-2 Membership..................................................................... 8
            Section 4.14  Action Without A Meeting................................................................ 9
            Section 4.15  Resignation............................................................................. 9
            Section 4.16  Meetings by Telephone................................................................... 9

ARTICLE V - OFFICERS.............................................................................................. 9
            Section 5.1   Number and Qualifications............................................................... 9
            Section 5.2   Election and Term....................................................................... 9
            Section 5.3   Removal................................................................................. 9
            Section 5.4   Vacancies............................................................................... 9
            Section 5.5   Duties10
                    Section 5.5-1 President.......................................................................10
                    Section 5.5-2 Vice President..................................................................10
                    Section 5.5-3 Secretary.......................................................................10
                    Section 5.5-4 Treasurer.......................................................................10
                    Section 5.5-5 Assistant Officers..............................................................11
            Section 5.6   Insurance and Bonds of Officers.........................................................11
            Section 5.7   Delegation..............................................................................11
            Section 5.8   Resignations............................................................................11

ARTICLE VI - MISCELLANEOUS......................................................................................  11
            Section 6.1   Contracts...............................................................................11
            Section 6.2   Checks, Drafts, Orders for Payment......................................................12
            Section 6.3   Depositories............................................................................12
            Section 6.4   Voting of Shares and Membership Interests Held by the Corporation.......................12
            Section 6.5   Books and Records.......................................................................12
            Section 6.6   Fiscal Year; Accounting Election........................................................12
            Section 6.7   Loans Prohibited........................................................................12
            Section 6.8   Revocability of Authorizations..........................................................12
            Section 6.9   Transactions in Which Directors or Officers Are Interested..............................13
                    Section 6.9-1 Transactions....................................................................13
                    Section 6.9-2 Quorum..........................................................................13

ARTICLE VII - AMENDMENTS..........................................................................................13
            Section 7.1   Amendments..............................................................................13


                                       ii


                                     BYLAWS

                                       OF

                       AMERIPATH LUBBOCK 5.01(a) CORPORATION
                          A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     SECTION 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act, to function as provider organization with the goal of maintaining
health care services and developing new services and products to provide quality
services to the public in a cost-effective manner, and to transact any and all
other business permitted pursuant to the Texas Non-profit Corporation Act.

     SECTION 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     SECTION 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     SECTION 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

             ARTICLES OF INCORPORATION. The term "Articles of Incorporation"
     shall mean the Articles of Incorporation of the Corporation filed with the
     Secretary of State of the State of Texas on the 9th day of June, 1998, and
     any amendments thereto.

             BOARD. The term "Board" shall mean the Board of Directors of the
     Corporation.

             BYLAWS. The term "Bylaws" shall mean the Bylaws of the Corporation
     except where reference is specifically made to the bylaws of another entity
     or unit.

             CORPORATION. The term "Corporation" shall mean AmeriPath Lubbock
     5.01(a) Corporation, a Texas non-profit corporation.



             MEMBER. The term "Member" shall mean AmeriPath, Inc. or other
     members of the Corporation described in Section 3.1.

             STATE. The term "State" shall mean, the State of Texas unless
     otherwise specifically indicated.

                                   ARTICLE II
                                    OFFICES

     SECTION 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 5214 Sixty-Eight Street, Suite 203, Lubbock,
Texas 79424. The Corporation may also have offices at such other places both
within and without the State of Texas as the Board may from time to time
determine or the business of the Corporation may require.

     SECTION 2.2 REGISTERED AGENT. The Corporation shall have and continuously
maintain in the State of Texas a registered office and a registered agent whose
office is identical with such registered office. The registered office may be,
but need not be, identical with the principal business office of the Corporation
in the State of Texas, and the name of the registered agent and/or the address
of the registered office may be changed from time to time by the Board.

                                   ARTICLE III
                                     MEMBERS

     SECTION 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other entities that meet such
standards as the initial Member shall establish. Such Member shall exercise such
rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     SECTION 3.2 ANNUAL MEETING. The Annual meeting of the Member shall be held
at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of director nominees and the transaction of such other
business as may properly come before the meeting. The Annual meeting shall be
held on such date and at such time as shall be determined by the Board and
stated in the notice of meeting.

     SECTION 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Member may be called by the
Member, the President or a majority of the Board, and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     SECTION 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day
and hour of any meeting of the Members and, in ease of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,

                                        2


either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Such further, earlier
or later notice shall be given as may be required by law. A Member waives notice
of a meeting by attendance at the meeting, unless such attendance is to object
to the transaction of any business on the ground that the meeting is not
lawfully called or convened, or by written waiver signed by the Member, whether
before or after the time stated therein. Such waiver shall be equivalent to the
giving of proper notice. No notice shall be necessary for any adjourned meeting.

     SECTION 3.5 ACTIONS RESERVED TO THE MEMBER. The Member shall exercise sole
authority in the removal of directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Section 5.2. The following
matters shall require the approval of the Member of the Corporation following
consultation with the Board:

             (a)   The annual operating and capital budgets of the Corporation;

             (b)   Deviations in excess of $5,000.00 from annual operating and
                   capital budgets;

             (c)   The sale, lease, mortgage, or other transfer or encumbrance
                   of the real property of the Corporation;

             (d)   The sale, lease, mortgage, or other transfer or encumbrance
                   of the personal property of the Corporation in excess of
                   $5,000;

             (e)   The merger, acquisition, consolidation, liquidation, or
                   dissolution of the Corporation;

             (f)   The borrowing or lending or money or the creation of
                   indebtedness through the guaranty of another's debt or
                   similar action;

             (g)   The working, giving or seeking of grants;

             (h)   The settlement of claims or litigation;

             (i)   Contracts or agreements in which the Corporation is at
                   financial risk, including but not limited to employment
                   contracts, management agreements and managed care contracts,
                   including fee-for-service, discounted fee-for-service, risk
                   pool, capitated and other "at risk" service agreements;

             (j)   Compensation and benefits for any physician employed or
                   retained by the Corporation;

                                        3


             (k)   Subsequent to the organizing and incorporating physicians'
                   selection of the initial Board, the appointment or election
                   of directors in accordance with Section 4.5; and

             (l)   The altering, amending, or repeal of the Articles of
                   Incorporation, or of these Bylaws in accordance with Section
                   7.1.

             (m)   Any power not specifically vested in the Board shall be
                   reserved to the Member.

     SECTION 3.6 ACTION BY MEMBERS. Any action which may be required by law,
the Articles of Incorporation, or these Bylaws to be taken by the Member shall
be evidenced in writing, signed by the president or any vice president of the
Member for and on behalf of the Member and shall be filed in the minute book of
the Corporation as part of the permanent records of the Corporation.

     SECTION 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members. If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     SECTION 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     SECTION 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     SECTION 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of directors by giving one candidate as many votes as shall equal the
number of such directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.

     SECTION 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Member may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Member.

                                        4


     SECTION 3.12 MEETINGS BY TELEPHONE. The Member may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.

     SECTION 3.13 NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                   DIRECTORS

     SECTION 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and, subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     SECTION 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

             SECTION 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be
     interpreted in a manner that reserves to physicians the sole authority to
     engage in the practice of medicine and reserves to the Corporation and its
     Board of Directors the sole authority to direct the medical, professional,
     and ethical aspects of the Corporation's practice of medicine.

             SECTION 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
     retention of any physician to provide medical services on behalf of the
     Corporation during such physician's term of retention may be accomplished
     only by the Board or its physician designee(s). Such termination shall be
     subject to due process procedures adopted by the Board or its physician
     designee(s) or provided by the retention agreement between the Corporation
     and the subject physician.

             SECTION 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
     quality assurance, utilization review and peer review policies of the
     Corporation shall be approved exclusively by the Board.

     SECTION 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

             SECTION 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each director shall (i)
     at all times be a physician duly licensed to practice medicine by the Texas
     State Board of Medical Examiners ("the TSBME") and actively engaged in the
     practice of medicine, and (ii) comply with the meeting attendance
     requirements established by the Board and set forth in the Corporation's
     policies and procedures. For purposes of these Bylaws, the term "actively
     engaged in the practice of medicine" shall be as defined by the TSBME.

                                        5


             SECTION 4.3-2 CONFLICTS OF INTEREST. No director shall, at any time
     during his or her service on the Board, serve on the Board of Directors, be
     an officer, or serve in any capacity other than as a provider of
     professional services for or in any physician-hospital organization,
     physician organization, or other provider entity reasonably seen as being
     competitive with the Corporation.

             SECTION 4.3-3 REPORTING REQUIREMENTS. At any time during his or her
     term of office, each director shall report to the TSBME any act or event
     which such director reasonably and in good faith believes constitutes a
     violation or attempted violation of the Medical Practice Act or the TSBME
     rules governing 5.01(a) organizations. Further, upon election or
     appointment and biennially thereafter as applicable, each director shall
     submit to the TSBME a sworn statement providing that (1) he or she is
     licensed by the TSBME; (2) he or she is actively engaged in the practice of
     medicine as defined by applicable regulations; (3) he or she shall exercise
     independent judgment as a director in all matters and, specifically in
     matters relating to credentialing, quality assurance, utilization review,
     peer review, and the practice of medicine; (4) in serving as a director of
     the Corporation, he or she shall use best efforts to cause the Corporation
     to comply with all relevant provisions of the Texas Medical Practice Act
     and TSBME rules; and (5) he or she shall report to the TSBME any action or
     event which such director reasonably and in good faith believes constitutes
     a violation or attempted violation of the Medical Practice Act or the TSBME
     rules governing 5-01 (a) organizations.

             SECTION 4.3-4 FINANCIAL RELATIONSHIPS. Any director or nominee who
     has a financial relationship with (i) any Member, (ii) any other director
     of the Corporation, (iii) any physician retained to provide medical
     services to or on behalf of the Corporation, (iv) any other person
     providing or anticipated to provide services or supplies to or on behalf of
     the Corporation in excess of $10,000 during a 12-month period, or (v) any
     affiliate of any of the parties identified in (i), (ii) or (iv), shall
     disclose the existence and nature of such relationship to the Member and
     the Board of Directors at the time of nomination, appointment and election,
     and also to the TSBME in the initial application and thereafter in any
     biennial statements.

     SECTION 4.4 NUMBER. The number of directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
directors, the number of directors shall be determined by the Board and approval
of the Member of the Corporation.

     SECTION 4.5 ELECTION OF DIRECTORS. The initial directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals and purposes. Subsequent to the appointment of the
initial Directors, all successive Directors shall be selected in the following
manner: (1) The Member shall present a slate of nominees to the then current
Board; (2) The Board shall vote on the slate of candidates, and if the majority
of the Board approves the slate, the Member shall appoint one or more names on
the slate, as necessary, to fill the vacant positions; (3) If a majority of the
Board does not approve the slate of nominees, the Member shall propose a new
slate of nominees, and the procedure described in step two (2) shall be
repeated.

                                        6


     SECTION 4.6 TERM. The directors named in the Articles of Incorporation
shall hold office until their successors are elected and qualified. Thereafter,
directors shall be divided into two (2) classes for purposes of staggering terms
of office. Each group of directors shall be equal in number or as nearly equal
as possible to the number of directors in the other groups. The terms of office
of directors of the first group shall expire at the first annual meeting of
Member after their election, and the terms of the second group shall expire at
the second annual meeting after their election. At each annual meeting after
such classification, the number of directors equal to the number of the group
whose terms expires at the time of such annual meeting shall be elected to hold
office until the second succeeding annual meeting. No classification of
directors shall be effective prior to the first annual meeting of the Member.
Unless removed earlier, directors may serve unlimited two-year terms.

     SECTION 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of directors:

             (a)   BY THE MEMBER. The Member may remove a director without
                   cause.

             (b)   BY THE CORPORATION.

                   (i)    Any director may be removed without cause by a
                          majority vote of the Board of Directors, not including
                          the director sought to be removed, provided that such
                          removal is approved by the Member.

                   (ii)   Any director who ceases to meet the qualifications of
                          this Article may be removed by the Board of Directors
                          effective as of the date such qualifications cease to
                          be met, and such removal shall not require the
                          approval of the Member.

     SECTION 4.8 VACANCIES. Any vacancies among the directors shall be filled in
the manner specified in Section 4.5. A director elected to fill a vacancy shall
serve for the unexpired term of such director's predecessor in office.

     SECTION 4.9 MEETINGS.

             SECTION 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
     Board may be held with or without notice and at such time and at such place
     as shall be determined by the Board. The first meeting of each newly
     elected Board shall be held without notice immediately following the annual
     meeting of the Member and at the same place unless such time or place shall
     be changed by the unanimous consent of the directors then serving. Except
     as may be otherwise provided by law, by the Articles of Incorporation or by
     these Bylaws, neither the business to be transacted at nor the purpose of
     any regular meeting of the Board need be specified in the notice or waiver
     of notice of such meeting.

             SECTION 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may
     be called by the President or upon the written request of a majority of the
     directors. Notice of each

                                        7


     special meeting of the Board shall be given to each director at least two
     (2) days before the meeting, and such notice shall include the date, time,
     and place of the meeting. The purpose of the meeting need not be specified
     in the notice.

     SECTION 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     SECTION 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the directors present in person shall constitute a quorum for the transaction of
business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of directors, the
directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     SECTION 4.12 PROXIES. Voting by proxies shall be prohibited.

     SECTION 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual director of any responsibility imposed upon the Board or such
director by law. Committee members shall be indemnified as are directors as
described in the Articles of Incorporation.

             SECTION 4.13-1 QUORUM. A majority of the members of a Board
     committee shall constitute a quorum for the transaction of business at any
     meeting of the committee, unless otherwise specifically provided by the
     Articles of Incorporation or these Bylaws. If less than a majority of the
     members of the committee are present at such meeting, a majority of the
     committee members present may adjourn the meeting from time to time without
     further notice, until a quorum shall be present. A majority of all the
     members of any such committee may determine its action and fix the time and
     place of its meetings, unless the Board shall otherwise provide.

             SECTION 4.13-2 MEMBERSHIP. Each committee shall consist of at least
     two persons. The Board shall have the power at any time to change the
     number of members of any such committee, or to fill vacancies, or to
     discharge any member or any such committee. Committee members may be
     appointed by the Board or, at the Board's option, by the

                                        8


     individual designated by the Board to chair the committee. Unless otherwise
     provided by the Board, committee members may be but need not be directors,
     except that any committee that exercises Board authority shall consist of a
     majority of directors. Any non-directors who is a committee member shall
     have the same responsibility with respect to the committee as shall a
     director who is a committee member.

     SECTION 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.

     SECTION 4.15 RESIGNATION. A director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     SECTION 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

                                    ARTICLE V
                                    OFFICERS

     SECTION.5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be directors of
the Corporation.

     SECTION 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation or removal.

     SECTION 5.3 REMOVAL. Any officer or agent may be removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.

     SECTION 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

                                        9


     SECTION 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

             SECTION 5.5-1 PRESIDENT. The president shall serve as the chairman
     of the Board as well as the chief executive officer of the Corporation. The
     president shall have general direction of the affairs of the Corporation
     and general supervision over its several officers, subject to the control
     of the Board or Member as applicable. The president shall: (a) at each
     annual meeting, and from time to time, report to the Member and to the
     Board on all matters within the president's knowledge, which, in his
     opinion, the interest of the Corporation may require to be brought to their
     notice; (b) preside at all meetings of the Board; (c) attend all meetings
     of the Member; (d) sign and execute in the name of the Corporation all
     contracts or other instruments authorized by the Board, except in cases
     where the signing and execution thereof shall be expressly delegated or
     permitted by the Board, the Member or by these Bylaws to some other officer
     or agent of the Corporation; and (e) in general, perform all duties
     incident to the office of president, and such other duties as from time to
     time may be assigned by the Board or as are prescribed by these Bylaws.

             SECTION 5.5-2 VICE PRESIDENT. Each vice president shall have such
     powers and duties as may be prescribed by the Board of Directors or as may
     be delegated from time to time by the president and (in the order as
     designated by the Board of Directors, or in the absence of such
     designation, as determined by the length of time each has held the office
     of vice president continuously) shall exercise the powers of the president
     during that officer's absence or inability to act. As between the
     Corporation and third parties, any action taken by a vice president in the
     performance of the duties of the president shall be conclusive evidence of
     the president's absence or inability to act at the time such action was
     taken.

             SECTION 5.5-3 SECRETARY. The secretary shall: (a) prepare the
     minutes of all meetings of the Member and of the Board and keep such
     minutes, as well as the minutes of all committees of the Board, in one or
     more books provided for that purpose; (b) see that all notices are duly
     given in accordance with the provisions of these Bylaws or as required by
     law; (c) serve as custodian of the corporate records of the Corporation;
     (d) have general charge of such books and papers as the Board may direct,
     including, without limitation, a record of the names and addresses of all
     Members in alphabetical order, all of which shall, at all reasonable times,
     be open to the examination of any Member, or his agent or attorney, for any
     proper purpose; and (e) authenticate records of the Corporation. The
     secretary shall also perform all duties and exercise all powers incident to
     the office : of the secretary and such other duties and powers as the Board
     and/or Member as applicable, or the president from time to time may assign
     or confer.

             SECTION 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
     accurate books and records of account, showing accurately at all times the
     financial condition of the

                                       10


     Corporation; (b) be the legal custodian of all monies, notes, securities,
     and other valuables that may from time to time come into the possession of
     the Corporation; and (c) furnish at meetings of the Board, or whenever
     requested, a statement of the financial condition of the Corporation. The
     treasurer shall also perform all duties and exercise all powers incident to
     the office of the treasurer and such other duties and powers as the Board
     and/or Member as applicable, or the president from time to time may assign
     or confer.

             SECTION 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s)
     appointed by the Board shall have power to perform, and shall perform, all
     duties incumbent upon the appropriate officer(s) of the Corporation subject
     to the general direction of such officers, and shall perform such other
     duties as the Bylaws may require or the Board or Member as applicable may
     prescribe.

     SECTION 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify directors, officers, employees and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such Indemnitiee
expenses incurred in connection with any proceeding in which the indemnitee
shall seek indemnification to the fullest extent permitted by law. The
Corporation may secure insurance on behalf of directors and officers against any
liability asserted against them individually or collectively, for actions taken
by them as directors and officers. The Corporation may also procure a fidelity
bond to indemnify itself against the misfeasance or nonfeasance of any officer
or director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     SECTION 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     SECTION 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided, that the successor does not
take office until the effective date.

                                       11


                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.

     SECTION 6.2 CHECKS, DRAFTS, ORDERS-FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     SECTION 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies or other depositories as the President may from time to time
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     SECTION 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     SECTION 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation., which records shall be open to inspection by the Member at
any reasonable time.

     SECTION 6.6 FISCAL YEAR; ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     SECTION 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its directors, officers or
employees is a director, officer or employee or holds a substantial financial
interest.

     SECTION 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the

                                       12


Corporation, or any other organization which is associated or affiliated with or
conducted under the auspices of the Corporation, shall preclude the Board from
exercising the authority required to meet its responsibility. The Board shall
retain the right to rescind any such Board authorization, assignment, referral
or delegation in its sole discretion.

     SECTION 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

             SECTION 6.9-1 TRANSACTIONS. No contract or other transaction
     between the Corporation and one or more of its directors or officers, or
     between the Corporation, and any other corporation, firm, or entity in
     which one or more of the Corporation's directors or officers are directors
     or officers, or have a financial interest or whose immediate family members
     have a financial interest, shall be void or voidable solely because of such
     relationship or interest, or solely because such director(s) or officer(s)
     is (are) present at or participates in the meeting of the Board or a
     committee thereof that authorizes, approves, or ratifies such contract or
     transaction, or solely because his or their votes arc counted for such
     purposes, if:

                   A. The fact of such relationship or interest is disclosed or
             known to the Board or the committee that authorizes, approves, or
             ratifies the contract or transaction by a vote or consent
             sufficient for the purpose without counting the votes or consents
             of such interested directors) or officer(s); or

                   B. The contract or transaction is fair and reasonable as to
             the Corporation at the time it is authorized by the Board or a
             committee thereof.

             SECTION 6.9-2 QUORUM. Common or interested directors or officers
     may be counted in determining the presence of a quorum at a meeting of the
     Board or of a committee thereof that authorizes, approves, or ratifies such
     contract or transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     SECTION 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.


Adopted as of the ___day ____,_of 1998.

                                       13

EX-3.23

                                                                    EXHIBIT 3.23

                                                                         [STAMP]

                            ARTICLES OF INCORPORATION
                                       OF
                          AMERIPATH MARKETING USA, INC

                             (A FLORIDA CORPORATION)

                                    ARTICLE I
                                     (NAME)

     The name of the Corporation is AMERIPATH MARKETING USA, INC. (hereinafter
called the "CORPORATION").

                                   ARTICLE II
                      PRINCIPAL OFFICE AND REGISTERED AGENT

     The current address of the principal place of business of the Corporation
is 7289 Garden Road, Suite 200, Riviera Beach, Florida, 33404; such principal
place of business of the Corporation may be relocated to such address and in
such city in the State of Florida as designated by the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS") from time to time. The name and address
of the Corporation's registered agent in the State of Florida, whose Consent to
Appointment as Registered Agent accompanies these Articles of Incorporation, is
Corpdirect Agents, 103 North Meridian Street, Lower Level, Tallahassee, Florida
32301.

                                   ARTICLE III
                                     PURPOSE

     The Corporation is formed to engage in any lawful act or activity for which
corporations may be organized under the Florida Business Corporation Act,
Chapter 607, Florida Statutes (the "FBCA"), including any amendments thereto.

                                   ARTICLE IV
                                  CAPITAL STOCK

     Except as otherwise provided by law, authorized shares of capital stock of
the Corporation, regardless of class or series, may be issued by the
Corporation, from time to time in such amounts, for such lawful consideration
and for such corporate purposes as the Board of Directors of the Corporation
(the "BOARD OF DIRECTORS") may from time to time determine. All capital stock
when issued and fully paid for shall be deemed fully paid and non-assessable.
The aggregate number of shares of capital stock which the Corporation shall have
the authority to issue is One Thousand (1,000) shares, consisting of One
Thousand (1,000) shares of Common Stock, par value $0.001 per share (the "COMMON
STOCK").



     A.   COMMON STOCK.

     A statement of the powers, privileges and rights, and the qualifications,
limitations or restrictions thereof, in respect of the Common Stock of the
Corporation, is as follows:

          1.   GENERAL. All shares of Common Stock shall be identical and shall
     entitle the holders thereof to the same powers, preferences,
     qualifications, limitations, privileges and other rights.

          2.   VOTING RIGHTS. Each holder of record of Common Stock shall be
     entitled to one vote for each share of Common Stock standing in such
     holder's name on the books of the Corporation. Except as otherwise required
     by law of these Articles of Incorporation or any shareholders' agreement to
     which the Corporation and its shareholders may be a party, the holders of
     Common Stock shall vote together as a single class on all matters submitted
     to shareholders for a vote (including any action by written consent).

          3.   DIVIDENDS. Subject to provisions of law and to these Articles of
     Incorporation, the holders of Common Stock shall be entitled to receive
     dividends out of funds legally available therefore at such time and in such
     amounts as the Board of Directors may determine in its sole discretion.

          4.   LIQUIDATION. Subject to provisions of law and to these Articles
     of Incorporation, upon any liquidation, dissolution or winding up of the
     Corporation, whether voluntary or involuntary, after the payment or
     provisions for payment of all debts and liabilities of the Corporation, the
     holders of Common Stock shall be entitled to share ratably in the remaining
     assets of the Corporation available for distribution.

B.   OPTIONS, WARRANTS & RIGHTS.

          1.   The Corporation may issue options, warrants and rights for the
     purchase of shares of any class or series of the Corporation. The Board of
     Directors, in its sole discretion, shall determine the terms and conditions
     on which the options, warrants or rights are issued, their form and content
     and the consideration for which, and terms and conditions upon which, the
     shares are to be issued.

          2.   The terms and conditions of rights or options to purchase shares
     of any class or series of the Corporation may include, without limitation,
     restrictions or conditions that preclude or limit the exercise, transfer,
     receipt or holding of such rights or options by any person or persons,
     including any person or persons owning (beneficially or of record) or
     offering to acquire a specified number or percentage of the outstanding
     shares of any class or series, or any transferee or transferees of any such
     person or persons, or that invalidate or void such rights or options held
     by any such person or persons or any such transferee or transferees.

                                        2


                                    ARTICLE V
                               BOARD OF DIRECTORS

     The Board of Directors shall consist of not fewer than one (1) nor more
than five (5) members. The number of directors within these limits may be
increased or decreased from time to time as provided in the Bylaws of the
Corporation. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors. Members of the Board of Directors must be
natural persons who are at least 18 years of age but need not be residents of
Florida or shareholders of the Corporation.

                                   ARTICLE VI
                        DIRECTOR ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a meeting of the Board of
Directors (or a committee of the Board of Directors) may be taken without a
meeting if the action is taken by the written consent of all members of the
Board of Directors (or of the committee of the Board of Directors). The action
must be evidenced by one or more written consents describing the action to be
taken and signed by each director (or committee member), which consent(s) shall
be filed in the minutes of the proceedings of the Board of Directors. The action
taken shall be deemed effective when the last director signs the consent, unless
the consent specifies otherwise.

                                   ARTICLE VII
                      CALL OF SPECIAL SHAREHOLDERS MEETING

     Except as otherwise required by applicable law, the Corporation shall not
be required to hold a special meeting of shareholders of the Corporation unless
(in addition to any other requirements of applicable law) (i) the holders of not
less than thirty-three and one-third (33 1/2) percent of all the votes entitled
to be cast on any issue proposed to be considered at the proposed special
meeting sign, date and deliver to the Corporation's secretary one or more
written demands for the meeting describing the purpose or purposes for which it
is to be held; or (ii) the meeting is called by (a) the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, (b) the Corporation's Chairman of the Board of Directors or Chief
Executive Officer or (c) the Corporation's Secretary upon the written request of
three or more members of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.

                                  ARTICLE VIII
                      SHAREHOLDER ACTION BY WRITTEN CONSENT

     Any action required or permitted to be taken at any annual or special
meeting of shareholders of the Corporation may be taken without a meeting,
without prior notice and without a vote if such action is taken by the written
consent of the holders of the outstanding shares of capital shock of the
Corporation entitled to vote on such matter having not less than the minimum
number of votes necessary to authorize or take such action at a meeting at which
all shares of capital stock entitled to vote thereon were present and voted. In
order to be effective,

                                        3


the action must be evidenced by one or more written consents describing the
action to be taken, dated and signed by approving shareholders having the
requisite number of votes entitled to vote thereon, and delivered to the
Secretary or other officer or agent of the Corporation having custody of the
book in which proceedings of meetings of the Corporation are recorded. Within
ten (10) days after obtaining such authorization by written consent, notice must
be given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, which notice shall comply with the provisions of
the FBCA.

                                   ARTICLE IX
                             LIMITATION OF LIABILITY

     To the fullest extent permitted under the FBCA and other applicable law, no
director shall be personally liable to the Corporation or any of its
shareholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or limitation thereto is not
permitted under the FBCA as the same exists or may hereafter be amended. If the
FBCA is amended hereafter to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent authorized by the FBCA, as
so amended. Any repeal or modification of this Article IX Shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification with respect to acts or omissions occurring
prior to such repeal or modification.

                                    ARTICLE X
                                 INDEMNIFICATION

     The Corporation shall indemnify its directors to the fullest extent
authorized or permitted by law, as now or hereafter in effect, and such right to
indemnification shall continue as to a person who has ceased to be director of
the Corporation and shall insure to the benefit of his or her heirs, executors
and personal and legal representatives; provided, however, that, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any director (or his or her heirs, executors or personal
or legal representatives) in connection with a proceeding (or part thereof) was
authorized or consented to by this Board of Directors. The right to
indemnification conferred by this Article X shall include the right to be paid
by the Corporation the expenses incurred in defending or otherwise participating
in any proceeding in advance of its final disposition only upon the
Corporation's receipt of an undertaking by or on behalf of the director to repay
such amounts if it shall be ultimately determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article X.

     The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to officers, employees and agents of the Corporation similar to those
conferred in this Article X to directors of the Corporation.

     The rights to indemnification and to the advance of expenses conferred in
this Article X shall not be exclusive of any other right which any person may
have or hereafter acquire under

                                        4


these Articles of Incorporation, the Bylaws of the Corporation, any statute,
agreement, vote of shareholders or disinterested directors or otherwise.

     Any repeal or modification of this Article X shall not adversely affect any
rights to indemnification and to the advancement of expenses of a director of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                                   ARTICLE XI
                                BYLAW AMENDMENTS

     In furtherance and not in limitation of the powers conferred by the laws of
Florida, each of the Board of Directors and shareholders is expressly authorized
and empowered to make, alter, amend and repeal the Bylaws of the Corporation in
any respect not inconsistent with the laws of the State of Florida or with these
Articles of Incorporation. The shareholders of the Corporation may amend or
adopt a bylaw that fixes a greater quorum or voting requirement for shareholders
(or voting groups of shareholders) than is required by law.

                                   ARTICLE XII
                             AMENDMENTS OF ARTICLES

     The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation, or any amendment thereto, and any
right conferred upon the shareholders is subject to this reservation.

                                  ARTICLE XIII
                                  INCORPORATOR

     The name and address of the incorporator of the Corporation is Deana Gomez
at 515 East Las Olas Blvd., Suite 1500, Fort Lauderdale, Florida 33301.

                                  * * * * * * *

     IN WITNESS WHEREOF, the undersigned incorporator, pursuant to the laws of
the State of Florida, has executed these Articles of Incorporation of AMERIPATH
MARKETING USA, Inc, this 12 day of December in the year 2000.

                                                   AMERIPATH MARKETING USA, INC.


                                                   /s/ Deana Gomez
                                                   -----------------------------
                                                   Deana Gomez
                                                   Incorporator

                                        5

EX-3.24

                                                                    EXHIBIT 3.24

                                     BYLAWS

                                       OF

                          AMERIPATH MARKETING USA, INC.
                             (A FLORIDA CORPORATION)
                             (AS OF JANUARY  , 2001)

                                    ARTICLE I
                                     OFFICES

     SECTION 1. REGISTERED OFFICE. The registered office of AMERIPATH MARKETING
USA, INC., a Florida corporation (the "CORPORATION"), shall initially be located
in the City of Riviera Beach, State of Florida.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors of the Corporation (the "BOARD OF DIRECTORS") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 1. ANNUAL MEETINGS. An annual meeting of the shareholders of the
Corporation, for the election of directors and for the transaction of such other
business as may properly come before the meeting, shall be held each calendar
year (i) on the fourth Friday of May of such year, at 10:00 a.m., Eastern time,
or on such other date and/or at such other time as may be fixed, from time to
time, by the Board of Directors, and (ii) at such place, within or without the
State of Florida, as may be designated by or on behalf of the Board of Directors
and stated in the notice of meeting or in a duly executed waiver of notice
thereof.

     SECTION 2. SPECIAL MEETINGS. Except as otherwise required by law or by or
pursuant to the Corporation's Articles of Incorporation (as amended and/or
restated from time to time, the "ARTICLES"), the Corporation shall not be
required to call or hold a special meeting of shareholders of the Corporation
unless (in addition to any other requirement(s) of applicable law or in the
Articles) (i) the holders of not less than thirty-three and one-third percent
(33 1/3%) of all the votes entitled to be cast on any issue proposed to be
considered at the special meeting sign, date and deliver to the Corporation's
Secretary one or more written demands for the meeting describing the purpose or
purposes for which it is to be held; or (ii) the meeting is called by (a) the
Board of Directors pursuant to a resolution approved by a majority of the entire
Board of Directors, (b) the Corporation's Chairman of the Board of Directors or
Chief Executive Officer, or (c) the Corporation's Secretary upon the written
request of any three or more members of the Board of Directors. Only business
within the purpose or purposes described in the special meeting notice required
by Section 607.0705 of the Florida Business Corporation Act (or a successor
provision of such Act, or a successor law or act) (as amended from time to time,
the "FBCA") may be conducted at a special shareholders' meeting. Special
meetings of shareholders may be held at such time and date, and at such place,
within or without the State of Florida, as shall be designated by the Board of
Directors and set forth in the notice of meeting required pursuant to Section 3
of this Article II and the FBCA.



     SECTION 3. CONDUCT OF MEETINGS. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at all annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
the conduct of all meetings, except as otherwise expressly provided by law or in
these Amended and Restated Bylaws.

     SECTION 4. NOTICE. Except as otherwise required or provided by law, a
written notice of each meeting of shareholders shall be given to each
shareholder of record entitled to vote at the meeting, at the shareholder's
address as it appears on the stock transfer records of the Corporation, not
fewer than ten (10) nor more than sixty (60) days before the date of the
meeting, by or at the direction of the Chairman of the Board, the President, the
Secretary or the officer or persons properly calling the meeting. The notice so
given shall state the date, time and place of the meeting and, in the case of a
special shareholders' meeting, the purpose or purposes for which the meeting is
called. If a meeting is adjourned to another time and/or place, and if an
announcement of the adjourned time and/or place is made at the meeting, it shall
not be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment, fixes a new record date for the adjourned meeting.

     SECTION 5. WAIVER OF NOTICE. A shareholder may waive any notice of any
meeting before or after the date and time specified in the written notice of
meeting. Any such waiver of notice must be in writing, be signed by the
shareholder entitled to the notice and be delivered to the Corporation for
inclusion in the minutes or other appropriate corporate records. Neither the
business to be transacted at, nor the purpose of, any shareholders' meeting need
be specified in any written waiver of notice. Attendance of a shareholder at a
meeting shall constitute a waiver of (a) lack of, failure to receive or
defective notice of such meeting, unless the shareholder objects at the
beginning of the meeting to holding the meeting or the transaction of business
at the meeting, or (b) objection (or any right to object) to consideration of
particular matter at a meeting that is not within the purpose or purposes
described in the meeting notice, unless the person objects to considering such
matter when it is presented.

     SECTION 6. RECORD DATE. For the purpose of determining the shareholders
entitled to notice of and/or to vote at a shareholders' meeting, to demand a
special meeting, to act by written consent or to take any other action, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days nor, in the case of a shareholders' meeting, less than ten (10) days,
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a shareholders' meeting, then
the record date for such shall be the close of business on the day before the
first notice of such meeting is delivered to shareholders. A determination of
the record date for a shareholders' meeting is effective for any adjournment of
the meeting, unless the Board of Directors fixes a new record date for such
adjourned meeting, which it must do if the meeting is adjourned to a date more
than one hundred and twenty (120) days after the date fixed for the original
meeting.

     SECTION 7. QUORUM. Unless the Articles or the FBCA provide otherwise, a
majority of the votes entitled to be cast on a matter (and, where one or more
classes or series of shares of capital stock are entitled to a separate vote, a
majority of the votes entitled to be cast by any such class or series so
entitled to a separate vote), represented in person or by proxy, shall
constitute a quorum for action on that matter at a meeting of shareholders. If a
quorum is not present or represented at a meeting of shareholders, the holders
of a majority of the shares represented, and who would be entitled to vote at
the meeting if a quorum were present, may adjourn the meeting from time to time.
Once a share is

                                       -2-


represented for any purpose at a meeting, it is deemed present, for quorum
purposes, for the remainder of the meeting and for any adjournments(s) of that
meeting unless a new record date is or must be set for that adjourned meeting.
Once a quorum has been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.

     SECTION 8. VOTE REQUIRED. If a quorum is present, action on a matter, other
than the election of directors (who shall be elected by a plurality vote in
accordance with Article III, Section 3 hereof), shall be approved if the votes
cast by the shareholders represented at the meeting and entitled to vote on the
subject matter favoring the action exceeds the votes cast opposing the action,
unless a greater number of affirmative votes is required by or under the
Articles or the FBCA. Where more than one class or series of shares of capital
stock are entitled to vote on a matter (other than the election of directors),
if a quorum is present, action on the matter shall be approved if the votes cast
by the holders of such shares (entitled to a separate vote on the subject
matter) represented at the meeting favoring the action exceeds the votes cast by
the holders of such shares opposing the action, unless a greater number of
affirmative votes is required by or under the Articles or the FBCA. Except as
otherwise expressly provided under the Articles (including any authorized
designation or description of shares included in any amendment to the Articles)
or by or under the FBCA, each outstanding share (regardless of class) shall be
entitled to one vote on each matter submitted to a vote at a vote at a meeting
of shareholders (or in connection with any action to be taken by written
consent).

     SECTION 9. VOTING OF SHARES. A shareholder may vote at any meeting of the
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate by properly
authorized resolution. In the absence of any such designation or, in case of
conflicting designations by the corporate shareholder, the chairman of the
board, the president, any vice president, the secretary and the treasurer of the
corporate shareholder, in that order, shall be presumed to be fully authorized
to vote such shares. Shares held by an administrator, executor, guardian,
personal representative, or conservator may be voted by him or her, either in
person or by proxy, without a transfer of such shares into his or her name.
Shares standing in the name of a trustee may be voted by such trustee, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
or her without a transfer of such shares into his or her name or the name of his
or her nominee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by such person without the transfer thereof into his or her name. If shares
stand of record in the names of two or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common, tenants by the
entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, his act binds all; (b) if more than one votes,
in person or by proxy, the act of the majority so voting binds all; or (c) if
more than one votes, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally. The principles of this paragraph shall apply, insofar
as possible, to execution of proxies, waivers, consents, or objections and for
the purpose of ascertaining the presence of a quorum.

                                       -3-


     SECTION 10. PROXIES. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or properly
appointed attorney-in-fact for such persons may vote the shareholder's shares
in person or by proxy. Any shareholder of the Corporation may appoint a proxy to
vote or otherwise act for such shareholder by (i) signing an appointment form,
either personally or by his attorney-in-fact, and (ii) transmitting the executed
appointment form (or a copy or reproduction of such form), via mail, facsimile,
telegram, cablegram or other means of electronic transmission appearing (in the
judgment of the Corporation or its officers or agents) to have been authorized
by such person, to the Secretary of the Corporation or, where a person,
organization or agent has been designated by the Corporation to receive
:proxies, to such designated person, organization or agent. An appointment of a
proxy is effective when received by the Secretary of the Corporation or such
other officer or agent which is authorized to tabulate votes, and shall be valid
for up to eleven (11) months, unless a longer period is expressly provided in
the proxy appointment form. The death or incapacity of the shareholder
appointing a proxy does not affect the right of the Corporation to rely upon and
accept the proxy's authority unless notice of the death or incapacity is
received by the Secretary or other officer or agent authorized to tabulate votes
before the proxy exercises his authority under the appointment. An appointment
of a proxy is revocable by the shareholder unless, the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with
an interest. If an appointment form expressly provides for such, any proxy
holder may appoint, in writing, a substitute to act in his or her place.

     SECTION 11. SHAREHOLDER LIST FOR MEETINGS. After fixing a record date for a
meeting of shareholders, the Corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of the meeting,
arranged by voting group (as applicable) with the address of, and the number and
class and series, if any (as applicable), of shares held by each shareholder.
The shareholders' list shall be available for inspection by any shareholder for
a period often (10) days prior to the meeting or such shorter time as exists
between the record date and the meeting and continuing through the meeting at
the Corporation's principal office, at a place identified in the meeting notice
in the city where the meeting will be held, or at the office of the
Corporation's transfer agent or registrar. Any shareholder of the Corporation,
or his or her properly appointed agent or attorney, is entitled on written
demand to inspect the shareholders' list (subject to the requirements of the
FBCA), during regular business hours and at his or her expense, during the
period it is available for inspection. The Corporation shall make the
shareholders' list available at the meeting of shareholders, and any shareholder
or his or her properly appointed agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment thereof. A shareholder
may not sell or otherwise distribute any information or records inspected under
this Section 11, except to the extent that such use (or sale or distribution) is
for a proper purpose, as defined under the FBCA.

     SECTION 12. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any annual or special meeting of shareholders of the
Corporation may be taken without a meeting, without prior notice and without a
vote if such action is taken by the written consent of the holders of the
outstanding shares of capital stock of the Corporation entitled to vote on such
action having not less than the minimum number of votes (including, if and as
applicable, the minimum number of votes of any voting groups entitled to vote
separately on the matter) necessary to authorize or take such action at a
meeting at which all shares of capital stock entitled to vote thereon were
present and voted. In order to be effective, the action must be evidenced by one
or more written consents describing the action taken, dated and signed by
approving shareholders having the requisite number of votes entitled to vote
thereon, and delivered to the Secretary or other officer or agent of the
Corporation having custody of the official minute books of the Corporation in
which proceedings of meetings of the shareholders are recorded (the "SHAREHOLDER
MINUTE BOOKS"). Whenever action is

                                       -4-


taken pursuant to this Section 12, the written consent(s) of shareholders, or
the written reports of inspectors appointed to tabulate shareholder consents,
shall be filed in the Shareholder Minute Books. No written consent of
shareholders shall be effective to take the corporate action referred to therein
unless, within 60 days of the date of the earliest dated consent delivered in
the manner provided in this Section 12, written consents executed and delivered
by the number of holders required to take action are delivered to the
Corporation by delivery as required in this Section 12. Within ten (10) days
after obtaining authorization of corporate action by written consent of
shareholders, notice must be given to those shareholders who have not consented
in writing or who are not entitled to vote on the action, which notice shall
comply with the provisions of the FBCA. The action taken by written consent
under this Section 12 shall have the effect of a meeting vote and may be
described as such in any document.

     SECTION 13. INSPECTORS AND JUDGES. The Board of Directors in advance of any
meeting may, but need not, appoint one or more inspectors of election or judges
of the vote (including the counting and tabulation thereof), as the case may be,
to act at the meeting or any adjournment(s) thereof. If any inspector or
inspectors, or judge or judges, are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors or judges at the
meeting, In case any person who may be appointed as an inspector or judge fails
to appear or act, the vacancy may be filled by the Board of Directors in advance
of the meeting, or at the meeting by the person presiding thereat. The
inspectors or judges, if any, shall determine the number of shares of stock
outstanding and the voting power of each, the number of votes entitled to be
cast at and shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots and
consents, near and determine all challenges and questions arising in connection
with the right to vote, count and tabulate votes, ballots and consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders. On request of the person presiding at
the meeting, the inspector or inspectors or judge or judges, if any, shall make
a report in writing of any challenge, question or matter determined by him or
them, and execute a certificate of any fact found by him or them. The
Corporation, and any officer or agent (including any inspector or judge) who
accepts or rejects a vote, consent, waiver or proxy appointment in good faith
and with a reasonable basis for doubt about the validity of a required signature
or about the signatory's authority to sign for the shareholder, or who otherwise
acts in accordance with the standards provided in Section 6070724 of the FBCA,
shall not be liable in damages to the shareholder for the consequences of the
acceptance or rejection.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 1. POWERS. Except as provided in the Articles and these Amended and
Restated Bylaws, all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors. Directors must be natural
persons who are at least 18 years of age but need not be residents of Florida or
shareholders of the Corporation.

     SECTION 2. COMPENSATION. Unless specifically authorized by a resolution of
the Board of Directors (or an appropriately authorized and designated committee
of the Board), the directors shall serve in such capacity without compensation.
The directors may be reimbursed for their out-of-pocket expenses, if any, of
attendance at each meeting Of the Board of Directors, and may be paid a fixed
fee or sum for attendance at each meeting of the Board of Directors. Members of
special or standing Board committees may be allowed like compensation for
attending committee meetings. No such

                                       -5-


payments shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

     SECTION 3.  NUMBER, ELECTION & TERM. The number of directors of the
Corporation shall be fixed from time to time, within any limits set forth in the
Articles, by resolution of the Board of Directors; provided, however, no
incumbent director's term shall be shortened by reason of a resolution reducing
the number of directors. Directors shall be elected at the annual meeting of the
shareholders, except as provided in Section 4 of this Article III, and each
director elected shall hold office for the term for which he is elected and
until his successor is elected and qualified or until his earlier resignation,
removal from office or death. Directors shall be elected annually, at the annual
meeting of shareholders of the Corporation, by a plurality of the votes cast by
the shares entitled to vote in the election of directors at a meeting at which a
quorum is present.

     SECTION 4.  VACANCIES. A director may resign (at any time by giving written
notice to the Secretary of the Corporation, the Board of Directors or the
Chairman of the Board. Such resignation shall take effect when the notice is
delivered unless the notice specifies a later effective date (not later than the
normal expiration date of such director's term of service), in which event the
Board of Directors may fill the pending vacancy before the effective date if
they provide that the successor does not take office until the effective date.
Any vacancy which occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors constituting the Board,
may be filled by the affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board of Directors, or may be filled by an
election at an annual or special meeting of the shareholders called for that
purpose. A director elected to fill a vacancy shall serve until the next annual
meeting of shareholders at which directors are elected.

     SECTION 5.  REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause. A director may be removed by the shareholders
at a meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.

     SECTION 6.  QUORUM AND VOTING. A majority of the number of directors fixed
by, or in accordance with, these Amended and Restated Bylaws shall constitute a
quorum for the transaction of business at any meeting of directors; provided,
however, that whenever, for any reason, a vacancy occurs in the Board of
Directors, a quorum shall consist of a majority of the remaining directors until
the vacancy has been filled. If a quorum is present when a vote is taken, the
affirmative vote of a majority of the directors present shall be the act of the
Board of Directors, unless the Articles or these Amended and Restated Bylaws
require the vote of a greater number of directors.

     SECTION 7.  DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken at such meeting
unless (i) the director objects at the beginning of the meeting (or promptly
upon his arrival) to the holding of the meeting or to transacting specified
business at the meeting, or (ii) the director votes against or abstains from the
action taken.

     SECTION 8.  COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation, except where action of the full Board of Directors is required by
and reserved to the Board of Directors

                                       -6-


under Florida law. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Section 8, may designate one or more directors
as alternate members of any committee, who may act in the place and stead of any
absent member or members at any meeting of such committee. Vacancies in the
membership of a committee shall be filled by the Board of Directors at a regular
or special meeting of the Board of Directors.

     SECTION 9.  MEETINGS. Regular and special meetings of the Board of
Directors may be held at the principal place of business of the Corporation or
at any other place, within or without the State of Florida, designated by the
person or persons entitled to give notice of or otherwise call the meeting.
Members of the Board of Directors (and any committee of the Board) may
participate in a meeting of the Board (or any committee of the Board) by means
of a conference telephone or similar communications or electronic equipment by
means of which all persons participating in the meeting may simultaneously hear
one another during the meeting. Participation in such a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

     SECTION 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors or the Chairman of the Board. Special meetings of the Board
of Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
Written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director at least forty-eight (48) hours before
the meeting. Except as required by law, neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice for such meeting. Notices to
directors shall be in writing and delivered personally or mailed to the
directors at their addresses appearing on the books of the Corporation. Notice
to directors may also be given by telegram, teletype, facsimile or other form of
electronic communication.

     SECTION 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
need not be given to a director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting or the manner in which it has been
called or convened, except when a director expressly states, at the beginning of
the meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
The waiver of notice need not describe either the business to be transacted at
or the purpose of the special meeting.

     SECTION 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or of a committee
of the Board of Directors) may be taken without a meeting, without prior notice
and without a vote if the action is taken by the written consent of all members
of the Board of Directors (or of such committee of the Board of Directors). The
action must be evidenced by one or more written consents describing the action
taken and signed by each director (or committee member), which consent(s) shall
be filed in the official minute books of the Corporation in which proceedings of
meetings of the Board of Directors are recorded. The action taken by written
consent shall be deemed effective when the last director signs the consent,
unless the

                                       -7-


consent specifies otherwise, and shall have the effect of a meeting vote and may
be described as such in any document.

     SECTION 13. CHAIRMAN OF THE BOARD. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
shareholders and of the Board of Directors and shall be an ex officio member of
all standing committees. The Chairman of the Board shall have such other powers
and shall perform such other duties as shall be assigned or designated from time
to time by the Board of Directors. The Chairman of the Board shall be a member
of the Board of Directors but no other officers of the Corporation need be a
director. The Chairman of the Board shall serve until his successor is chosen
and qualified, but he or she may be removed at any time by the affirmative vote
of a majority of the Board of Directors.

                                   ARTICLE IV
                                    OFFICERS

     SECTION 1.  OFFICERS; APPOINTMENT OF OFFICERS BY THE BOARD. The officers of
(the Corporation, who shall be appointed and elected by the Board of Directors,
shall consist of a President, a Secretary and a Treasurer, and if elected by the
Board of Directors by resolution, a Chairman and one or more Vice Presidents.
Any two or more offices may be held by the same person. As far as practicable,
the President, Secretary, Treasurer and one or more Vice Presidents, if any, of
the Corporation shall be appointed and elected at the annual meeting of the
Board of Directors (held on approximately the same date as the annual meeting of
shareholders). If the appointment and election of officers is not held at such
meeting, the appointment and election shall be held as soon thereafter as
practicable.

     SECTION 2.  APPOINTMENT OF OTHER OFFICERS. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein or in
a resolution of the Board of Directors, appointed by the President of the
Corporation. The Board of Directors shall be periodically advised of any
appointments by the President.

     SECTION 3.  TERM OF OFFICE; REMOVAL; RESIGNATION. Each officer of the
Corporation shall hold office until his or her successor shall have been duly
elected and shall have qualified, or until his earlier resignation; removal from
office or death. Any officer or agent elected or appointed by the Board of
Directors or the President of the Corporation serves at the pleasure of the
Board of Directors or the President (as the case may be), and may be removed,
with or without cause, by the Board of Directors. Any officers or agents
appointed by the President of the Corporation pursuant to Section 2 of this
Article IV may also be removed from such officer positions by the President,
with or without cause. Any vacancy occurring in any office of the Corporation by
death, resignation, termination or otherwise shall be filled by the Board of
Directors, or, in the case of an officer appointed by the President of the
Corporation, by the President or the Board of Directors. Any officer of the
Corporation may resign from his respective office or position by delivering
notice to the Corporation. Such resignation is effective when delivered unless
the notice specifies a later effective date (not to exceed the normal expiration
of his or her appointment). If a resignation is made effective at a later date
and the Corporation accepts the future effective date, the Board of Directors
may fill the pending vacancy before the effective date if the Board provides
that the successor does not take office until the effective date.

                                       -8-


     SECTION 4.  COMPENSATION. The compensation of all officers of the
Corporation to be appointed and elected by the Board of Directors pursuant to
these Amended and Restated Bylaws shall be fixed from time to time by and at the
discretion of the Board of Directors. The compensation of all other appointed or
elected officers of the Corporation shall be fixed from time to time by the
President of the Corporation or pursuant to his direction. The Board of
Directors may enter into employment agreements with any officer of the
Corporation. The appointment or election of an officer does not itself create or
give rise to any contract rights.

     SECTIONS 5. DUTIES. The officers of the Corporation shall have the
following duties:

     The PRESIDENT shall be the chief executive and operating officer of the
Corporation and shall have general and active management of the business and
affairs of the Corporation subject to the direction of the Board of Directors.
The President shall see to it that all orders and resolutions of the Board are
carried into effect. In the absence of the Chairman of the Board or in the event
the Board of Directors shall not have designated a Chairman of the Board, the
President shall preside at all meetings of the Board of Directors and
shareholders. At the discretion and in the judgment of the Board, the Board of
Directors may designate and appoint, apart and separate from the President, a
Chief Executive Office and/or a Chief Operating Officer, with such powers and
duties as the Board shall from time to time so designate. Unless otherwise so
specified by the Board of Directors, the President shall be the Corporation's
Chief Executive Officer.

     Each VICE PRESIDENT, if any, shall have such powers and perform such duties
as the Board of Directors shall from time to time designate. In the absence or
disability of the President, a Vice President specifically designated by the
vote of a majority of the Board of Directors shall have the powers and shall
exercise the duties of the President.

     The SECRETARY shall attend all meetings of the Board of Directors and all
meetings of the shareholders and shall have custody of and shall maintain and
keep all of the corporate records (except the financial records), shall record
the minutes of all meetings of the shareholders and the Board of Directors
(except as otherwise specifically authorized by the Board) and shall perform
like duties for the standing committees when requested or required. The
Secretary shall authenticate records of the Corporation and shall give, or cause
to be given, notice of all meetings of the shareholders and special meetings of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, under whose supervision the Secretary
shall be. The Secretary shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it.

     The TREASURER shall have custody of all corporate funds, securities and
financial records, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors or pursuant to
its direction. The Treasurer shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render an account of all transactions of the treasurer
and of the financial condition of the Corporation at regular meetings of the
Board or when the Board of Directors so requests. The treasurer shall also
perform such other duties as are prescribed by the Board of Directors. Unless
otherwise specified by the Board of Directors, the Treasurer shall be the
Corporation's Chief Financial Officer.

                                       -9-


     Each and every other officer, employee and agent of the Corporation shall
possess, and may exercise, such power and authority, and shall perform such
duties, as may from time to time be assigned to him or her by the Board of
Directors, the officer so appointing him and such officer or officers who may
from time to time be designated by the Board of Directors to exercise such
supervisory authority.

                                    ARTICLE V
                               STOCK CERTIFICATES

     SECTION 1.  ISSUANCE OF CERTIFICATES. Every holder of shares in this
Corporation shall be entitled to have a certificate representing or evidencing
all shares to which such shareholder is entitled. No certificate shall be issued
for any share until the consideration therefor has been fully paid.

     SECTION 2.  FORM. Certificates representing shares in this Corporation
shall be signed by the President and the Secretary of the Corporation, or any
other officers so designated by the Board of Directors and may be sealed with
the seal of the Corporation or a facsimile thereof. The signatures of the
President and the Secretary of the Corporation, or any other officers so
designated by the Board of Directors to sign a stock certificate, upon such
certificate may be facsimiles, if the certificate is manually signed by a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer at the date
of the issuance. At a minimum, each share certificate shall state on its face:
(i) the name of the Corporation, and its State of incorporation, (ii) the name
of the person to whom it is issued, and (iii) the number and class of shares
and, if applicable, the designation of any designated series of Shares of any
class, which the certificate represents.

     SECTION 3.  LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer and there shall be set forth or fairly summarized upon
the certificate, or the certificate shall indicate that the Corporation will
furnish to any shareholder upon request and without charge, a full statement of
such restrictions. If the Corporation issues any shares that are not registered
under the Securities Act of 1933, as amended, and registered or qualified under
the applicable state securities laws, the transfer of any such shares shall be
restricted substantially in accordance with the following legend:

          "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "ACT"),
     OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE,
     SOLD, TRANSFERRED, PLEDGED, GIFTED, ASSIGNED, CONVEYED, ENCUMBERED OR
     OTHERWISE DISPOSED OF UNLESS (1) REGISTERED UNDER THE ACT AND ANY
     APPLICABLE STATE SECURITIES LAW, OR (2) PURSUANT TO AVAILABLE EXEMPTIONS
     FROM REGISTRATION UNDER THE ACT AND THE RULES

                                      -10-


     PROMULGATED THEREUNDER AND UNDER APPLICABLE STATE SECURITIES LAWS. NO
     MARKET EXISTS FOR THE SHARES, AND NONE MAY DEVELOP, AND THE HOLDER HEREOF
     MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF INVESTMENT IN THE SHARES
     REPRESENTED HEREBY FOR AN INDEFINITE PERIOD OF TIME."

     SECTION 4.  REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its stock transfer
books as the owner of shares to receive dividends, to vote and to enjoy the
rights and benefits as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise required by the laws of the State of Florida.

     SECTIONS 5. TRANSFER OF SHARES. Subject to limitations or restrictions on
transfer under applicable law, upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer and duly executed and in form acceptable to the Corporation (or its
transfer agent), it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

     SECTION 6.  LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation stated to have
been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be so lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to indemnify the Corporation for any loss, cost or
expense and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.

     SECTION 7.  REDEMPTION OF CONTROL SHARES. As provided under the FBCA, if a
person acquiring control shares of the Corporation does not file an acquiring
person statement with the Corporation as required, the Corporation may redeem
the control shares at fair market value at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation pursuant to the FBCA, the control shares may he redeemed by the
Corporation only if such shares are not accorded full voting rights by the
shareholders as provided by law.

                                   ARTICLE VI
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

     SECTION 1.  INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify to the fullest extent permitted or authorized by current or future
legislation or current or future judicial or administrative decisions (but, in
the case of any such future legislation or decisions, only to the extent that it
permits the Corporation to provide broader indemnification rights than permitted
prior to such legislation or decisions), each person (including here and
hereinafter, the heirs, executors, administrators, personal representatives,
assigns or estate of such person) who was or is a party, or is

                                      -11-


threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "PROCEEDING"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or her or incurred by him or her by
reason of the fact that such indemnified person is or was a member of the Board
of Directors of the Corporation. In addition, the Corporation, as authorized by
the Board of Directors, may indemnify to the fullest extent permitted or
authorized by current or future legislation or current or future judicial or
administrative decisions (but, in the case of any such future legislation or
decisions, only to the extent that it permits the Corporation to provide broader
indemnification rights than permitted prior to such legislation or decisions),
each person (including here and hereinafter, the heirs, executors,
administrators, personal representatives, assigns or estate of such person) who
was or is a party, or is threatened to be made a party, or was or is a witness,
to any threatened, pending or completed Proceeding, from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or her or incurred by him or her by
reason of the fact that such indemnified person: (1) is or was an officer of the
Corporation, (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity, or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation partnership, joint venture,
trust or other enterprise, in each case, as to whom the Corporation has agreed
in writing to grant such indemnity. Each director, officer, employee or agent of
the Corporation as to whom indemnification rights have been or may be granted
under this Section 1 of this Article VI shall be referred to as an "INDEMNIFIED
PERSON".

          Notwithstanding the foregoing, except as specified in Section 3 of
this Article, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.

     SECTION 2.  ADVANCEMENT OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an Indemnified
Person in defending a Proceeding shall, in the case of a director, and may, in
the case of an officer if and as authorized by the Board of Directors, be
reimbursed and paid, against invoice therefor or other proper documentation
thereof, by the Corporation, to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation as authorized in this
Article. The Corporation may, upon approval of the Indemnified Person, authorize
the Corporation's counsel (or other counsel designated by the Corporation) to
represent such person in any Proceeding, whether or not the Corporation is a
party to such Proceeding. Such authorization may be made by the Chairman of the
Board, unless he is a party to such Proceeding, or by the Board of Directors,
including directors who are parties to such Proceeding.

                                      -12-


     SECTION 3.  PROCEDURE FOR INDEMNIFICATION. Any indemnification or
advancement of expenses under this Article VI shall be made promptly and in any
event within forty-five (45) days upon the written request of the Indemnified
Person. The right to indemnification or advances as granted by this Article
shall be enforceable by the Indemnified Person in any court of competent
jurisdiction, if the Corporation denies such request under this Article, in
whole or in part, or if no disposition thereof is made within forty-five (45)
days. Such Indemnified Person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification or expense
advances as granted under this Article, in whole or in part, in any such action
shall also be indemnified by the Corporation. It shall be a defense to any such
action that the claimant has not met the standard of conduct, if any, required
by current or future legislation or by current or future judicial Or
administrative decisions for indemnification (but, in the case of any such
future legislation or decisions, only to the extent that it does not impose a
more stringent standard of conduct than permitted prior to such legislation or
decision), but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors or any
committee thereof, its independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct, if any, nor the fact that there has
been an actual determination by the Corporation (including its Board of
Directors or any committee thereof, its independent legal counsel, or its
shareholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     SECTION 4.  RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article VI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
in such person's official capacity and as to actions in another capacity while
holding such office, and shall continue as to an Indemnified Person (as granted
under or pursuant to this Article VI) who has ceased to be a director, officer,
employee or agent, as the case may be, and shall inure to the benefit of the
heirs, executors, administrators, personal representatives, assigns and estate
of such person. The rights to indemnification and expense advances under this
Article VI (if and as provided in this Article) shall be deemed to be a contract
between the Corporation and each Indemnified Person who serves or served in such
capacity at any time while this Article is in effect and, as such, are
enforceable against the Corporation. Any repeal or modification of this Article
or any repeal modification of relevant provisions of the FBCA or any other
applicable laws shall not in any way diminish these rights to indemnification of
or expense advances to such Indemnified Person, or the obligations of the
Corporation arising hereunder, for claims relating to matters occurring prior to
such repeal or modification.

     SECTION 5.  INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to any liability asserted
against him or her or incurred by him or her in any such capacity or arising out
of his or her status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the provisions of
this Article or the applicable provisions of Florida law.

     SECTION 6.  SAVINGS CLAUSE. If this Article or any portion hereof shall be
invalidated or found to be unenforceable on any ground by any court of competent
jurisdiction, then the Corporation

                                      -13-


shall nevertheless indemnify and hold harmless, and make expense advances to,
each Indemnified Person entitled to such under this Article as to costs, charges
and expenses (including attorneys' fees), liabilities, judgments, fines and
amounts paid in settlement with respect to any Proceeding, including any action
by or in the right of the Corporation, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and as
otherwise permitted by applicable law.

                                   ARTICLE VII
                                  MISCELLANEOUS

     SECTION 1.  CORPORATE SEAL. The corporate seal shall have inscribed thereon
the name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

     SECTION 2.  FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by the Board of Directors and may be otherwise changed from time to time by
resolution of the Board of Directors. Unless so fixed or changed, the fiscal
year of the Corporation shall be from January 1st through December 31st of each
year.

     SECTION 3.  CHECKS. All checks, drafts, demands for money, or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by the President, the Treasurer or such
other officer(s) or agent(s) of the Corporation as shall be authorized and
designated from time to time by resolution of the Board of Directors.

     SECTION 4.  DIVIDENDS. The Board of Directors may, in its sole discretion,
from time to time authorize and declare, and the Corporation may pay, dividends
on its outstanding shares in cash, property, or its own shares pursuant to and
in accordance with applicable law and subject to the provisions of the Articles.

     SECTION 5.  RESERVES. The Board of Directors may by resolution create a
reserve or reserves put of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     SECTION 6.  NOTICES. Unless a notice is expressly authorized by the
Articles or these Amended and Restated Bylaws to be provided orally, and such
oral notice is reasonable under the circumstances, all notices under or pursuant
to these Amended and Restated Bylaws shall be in writing (with notice by means
of electronic transmission deemed to be written notice). Except as otherwise
specifically provided in the Articles, these Amended and Restated Bylaws or the
FBCA, written notice, in comprehensible form, is deemed to be given, received
and effective on the earliest of the following: (i) receipt, (ii) five (5) days
after its deposit in the, U.S. mail, if mailed first class, postage-paid and
correctly addressed, (iii) on the date shown or reflected on the return receipt,
if sent by registered or certified mail, return receipt requested, and (the
receipt is signed by or on behalf of the addressee, and (iv) on the date
electronically transmitted to any person, when such person has authorized and
consented to such electronic transmissions.

     SECTION 7.  GENDER. All words used in these Amended and Restated Bylaws in
the masculine gender shall extend to and shall include the feminine and neuter
genders.

                                      -14-


                                  ARTICLE VIII
                                   AMENDMENTS

     Unless otherwise provided by law, these Amended and Restated Bylaws may be
altered, amended or repealed, and new Bylaws may be adopted, by action of the
Board of Directors.

                                    * * * * *

     The undersigned hereby certifies that the foregoing Bylaws of AMERIPATH
MARKETING USA, INC. are the Bylaws of and for the Corporation duly adopted by
written consent of all of the members of the Board of Directors of the
Corporation as of the day of January, 2001.

                                                      /s/ Robert P. Wynn
                                                      --------------------------
                                                      Robert P. Wynn

                                      -15-

EX-3.25

                                                                    EXHIBIT 3.25

MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES - CORPORATION, SECURITIES
AND LAND DEVELOPMENT BUREAU

   Date Received                               (FOR BUREAU USE ONLY)
                                      This document is effective on the date
                                       filled, unless a subsequent effective
                                      date within 90 days after received date is
                                      stated in the document.

Name

Howard J. Gourwitz, Esquire

Address
2000 Town Center Suite 1400

City        State   Zip Code                     EFFECTIVE DATE:
Southfield, MI      48075-1147

Document will be returned to the name and address you enter above.
  If left blank document will be mailed to the registered office.

                       RESTATED ARTICLES OF INCORPORATION
                     For use by Domestic Profit Corporations
           (Please read information and instructions on the last page)

     Pursuant to the Provisions of Act 284, Public Acts of 1972, the undersigned
corporation executes the following Articles:

1. The present name of the corporation is J.J. HUMES, M.D. AND ASSOCIATES, P.C.

2. The identification number assigned by the Bureau is: 118-257

3. All former names of the corporation are: N/A

4. The date of filing the original Articles of Incorporation was: January 2,
   1969

     The following Restated Articles of incorporation supersede the Articles of
     Incorporation as amended and shall be the Articles of Incorporation for the
     corporation and are filed for the purpose of changing from a professional
     service corporation subject to Act 192, P.A. of 1962, as amended to a
     business corporation subject to Act 284, P.A. of 1972, as amended.

ARTICLE I

The name of the corporation is: AmeriPath Michigan, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed are: to engage in
any activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE III

The total authorized shares:

     Common shares Fifty Thousand (50,000)    Preferred shares -0-

     A statement of all or any of the relative rights, preferences and
     limitations of the shares of each class is as follows:
     Each share of common stock shall be in all respects equal to every other
     share of common stock.

ARTICLE IV

1.  The address of the registered office is:

    22101 Moross Road, Grosse Pointe                              Michigan 48236
    (Street Address)   (City)                                         (Zip Code)

2.  The mailing address of the registered office, if different than above:

    ___________________________________________                  Michigan ______
    (Street Address or P.O. Box) (City)                               (Zip Code)

3.  The name of the resident agent is: Herbert I. Krickstein, M.D.

ARTICLE V (Optional. Delete if not applicable.)

When a compromise or arrangement or a plan of reorganization of this corporation
is proposed between this corporation and its creditors or any class of them or
between this corporation and its shareholders or any class of them, a court of
equity jurisdiction within the state, on application of this corporation or of a
creditor or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of creditors or
of the shareholders or class of shareholders to be affected by the proposed
compromise or arrangement or reorganization to be summoned in such manner as the
court directs. If a majority in number representing 3/4 in value of the
creditors or class of creditors, or of the shareholders or class of shareholders
to be affected by the proposed compromise or arrangement or a reorganization,
agree to a compromise or arrangement or a reorganization of this corporation as
a consequence of the compromise or arrangement, the compromise or arrangement
and the reorganization, if sanctioned by the court to which the application has
been made, shall be binding on all the creditors or class of creditors or on all
the shareholders or class of shareholders and also on this corporation.

ARTICLE VI (Optional. Delete in not applicable.)

Any action required or permitted by the Act to be taken at an annual or special
meeting of shareholders may be taken without meeting, without prior notice, and
without a vote, if consents in writing, setting forth the action so taken, are
signed by the holders or outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on the action were present and
voted. The written consents shall bear the date of signature of each shareholder
who signs the consent. No written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or to discent from a
proposal without a meeting, written consents dated not more than 10 days before
the record date and signed by a sufficient number of shareholders to take the
action are delivered to the corporation. Delivery shall be to the corporation's
registered office its principal place of business or an officer or agent of the
corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a corporation's registered office shall be by
hand or be certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to shareholders who would have
been entitled to notice of the shareholder meeting if the action had been taken
at a meeting and who have not consented in writing.

GOLD SEAL APPEARS ONLY ON ORIGINAL



ARTICLE VII (Additional provisions, if any, may be Inserted here; attach
additional pages if needed.)

5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS
   CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF
   DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.

    a.__ These Restated Articles of Incorporation were duly adopted on the
         _________ day of of____________, 19 _____ in accordance with the
         provisions of section 642 of the Act by the unanimous consent of the
         incorporator(s) before the first meeting of the Board of Directors.

         Signed this ___________ day of  ______________, 19 ______

                  ____________________                 _________________________

                  ____________________                 _________________________
         (Signatures of Incorporators: Type of Print Name Under Each Signature)

    b. /X/ These Restated Articles of Incorporation were duly adopted on the 1st
           day of December, 1999, in accordance with the provisions of
           Section 642 of the Act and: (check one of the following)

         / / were duly adopted by the Board of Directors without a vote of the
             shareholders. These Restated Articles of Incorporation only restate
             and integrate and do not further amend the provisions of the
             Articles of Incorporation as therefore amended and there is no
             material discrepancy between those provisions and the provisions of
             these Restated Articles.

         / / were duly adopted by the shareholders. The necessary number of
             shares of required by statute were voted in favor of these Restated
             Articles.

         / / were duly adopted by the written consent of the shareholders having
             not less than the minimum number of votes required by statute in
             accordance with Section 407 (1) of the Act. Written notice to
             shareholders who have not consented in writing has been given.
             (Note: Written consent by less than all of the shareholders is
             permitted only if such provision appears in the Articles of
             Incorporation.)

         /X/ were duly adopted by the written consent of all the shareholders
             entitled to vote in accordance with Section 407 (2) of the Act.

            Signed this 1st day of December, 1999

            By: /s/ Herbert I. Krickstein
                -----------------------------------------------------------
                      (Signature of an authorized officer or agent)

                Herbert I. Krickstein, M.D.        President
                                                   (Type or Print Name)

GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.26

                                                                    EXHIBIT 3.26
                                     BYLAWS

                                       OF

                             AMERIPATH MICHIGAN, INC

                             A MICHIGAN CORPORATION

                                   ARTICLE ONE

                          DEFINITIONS AND ABBREVIATIONS

     As used in this set of Bylaws, when capitalized:

     SECTION 1.1.  "Corporation" means AmeriPath Michigan, Inc.

     SECTION 1.2.  "Act" means the Michigan Business Corporation Act
(Act No. 284 of the Public Acts of 1972), as amended from time to time.

     SECTION 1.3.  "Articles" means the articles of incorporation of the
Corporation as amended from time to time.

     SECTION 1.4   "Bylaws" means the bylaws of the Corporation, as amended from
time to time.

     SECTION 1.5.  "Board" means the board of directors of the Corporation as
the same may be constituted from time to time.

                                   ARTICLE TWO
                               CORPORATE OFFICES

     SECTION 2.1.  PRINCIPAL OFFICE. The principal office of the Corporation
shall be located in the City of Detroit, County of Wayne, and State of Michigan.
The Board may change the location of the principal office of the Corporation and
may, from time to time, designate other offices within or without the State of
Michigan as the business of the Corporation may require.

     SECTION 2.2.  REGISTERED OFFICE. The registered office of the Corporation
required by the Act to be maintained in the State of Michigan may be, but need
not be, identical with the principal office in the State of Michigan, and the
address of the registered office may be changed from time to time by the Board.



                                  ARTICLE THREE
                                  SHAREHOLDERS

     SECTION 3.1.  PLACE OF SHAREHOLDERS' MEETINGS. Meetings of the shareholders
of the Corporation may be held within or without the State of Michigan, provided
that no meeting shall be held at a place other than the registered office of the
Corporation in Michigan except pursuant to a resolution adopted by the Board.

     SECTION 3.2.  ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of the
shareholders shall be held on the fifteenth (15th) day in the month of February
in each year after the year 1999 at the hour of ten o'clock in the forenoon for
election of directors and for such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a Saturday, Sunday, or
legal holiday in the State of Michigan, then such meeting shall be held on the
next succeeding day that is not a Saturday, Sunday, or legal holiday. If the
annual meeting is not held on the date designated therefor, the Board shall
cause the meeting to be held as soon thereafter as convenient.

     SECTION 3.3.  SPECIAL MEETINGS OF SHAREHOLDERS. A special meeting of the
shareholders may be called at any time by the President, a Vice President, or by
a majority of the Board or by shareholders of record holding not less than 10%
of all the shares entitled to vote at the meeting. The method by which such
meeting shall be called is as follows: Upon receipt of a specification in
writing setting forth the date and purpose of such proposed special meeting,
signed by the President, or by a Vice President, or by a majority of the Board
or by the required number of shareholders as above provided, the Secretary of
this Corporation shall give the written notice requisite to such meeting.

     SECTION 3.4.  NOTICE OF MEETINGS OF SHAREHOLDERS; WAIVER.

          (1)  Except as otherwise provided in the Act, written notice of the
time, place and purpose of a meeting of shareholders shall be given not less
than 10 nor more than 60 days before the date of the meeting, either person ally
or by mail, to each shareholder of record entitled to vote at the meeting.

          (2)  When a meeting is adjourned to another time or place, it is not
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the

                                        2


original meeting. However, if after the adjournment the Board fixes a new record
date for the adjourned meeting, a notice of the adjourned meeting shall be given
to each shareholder of record on the new record date entitled to notice under
subsection (1).

          (3)  Attendance of a person at a meeting of shareholders, in person or
by proxy, constitutes (a) waiver, of objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting
objects to the holding of the meeting or transacting business at the meeting/
and (b) waiver of objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless, the shareholder objects to considering the matter when it is
presented.

     SECTION 3.5.  ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required
or permitted by the Act to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take the action at a meeting at
which all shares entitled to vote thereon were present and voted. If consent is
less than unanimous, no written consents shall be effective to take the
corporate action referred to unless, within 60 days after the record date for
determining shareholders entitled to express consent to or dissent from a
proposal without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation in accordance
with the Act. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to shareholders
who have not consented in writing.

     SECTION 3.6.  VOTE OF SHAREHOLDERS.

          (1)  Each outstanding share is entitled to one vote on each matter
submitted to a vote, unless otherwise provided in the Articles. A vote may be
cast either orally or in writing, unless otherwise provided in these Bylaws (see
Section 3.7).

          (2)  When an action, other than the election of directors, is to be
taken by vote of the shareholders, it shall be authorized by a majority of the
votes cast by the holders of shares entitled to vote thereon, unless a greater
plurality is required by the Articles or the Act. Except as otherwise provided
by the Articles, directors shall be elected by a plurality of the votes cast at
an election.

                                        3


There shall be no cumulative voting for election of directors.

     SECTION 3.7.  VOTING BY PROXY. A shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent without a meeting may authorize
other persons to act for him by proxy. A proxy shall be signed by the
shareholder or his authorized agent or representative. No such proxy need be
recognized by the Corporation until it is filed with the Secretary of the
Corporation, either before or at the time of the meeting. A proxy is not valid
after the expiration of three (3) years from its date unless otherwise provided
in the proxy.

     SECTION 3.8.  ORDER OF BUSINESS AT SHAREHOLDERS MEETINGS. The presiding
officer of the meeting of shareholders shall, in the exercise of his discretion,
establish the order of business at such meeting of the shareholders and at any
delayed or adjourned meeting of the shareholders, whether a regular, special, or
annual meeting. Such presiding officer has the power to determine whether a vote
shall be cast orally or in writing.

                                  ARTICLE FOUR
                               BOARD OF DIRECTORS

     SECTION 4.1.  GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board, except as otherwise provided in the Act or in the
Articles. A director need not be a shareholder of the Corporation.

     SECTION 4.2.  NUMBER OF DIRECTORS; ELECTION AND TERM. The Board shall
consist of one (1) member. At each annual meeting, the shareholders shall elect
directors to hold office until the succeeding annual meeting of the
shareholders. A director shall hold office for the term for which he is elected
and until his successor is elected and qualified, or until his resignation or
removal.

     SECTION 4.3.  REMOVAL OF DIRECTORS. A director or the entire Board may be
removed at any time, with or without cause, by vote of the holders of a majority
of the shares entitled to vote at an election of directors.

     SECTION 4.4.  VACANCIES. A vacancy occurring in the Board may be filled by
the shareholders or, if the shareholders do not fill the vacancy within thirty
(30) days after its occurrence, by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board. A directorship to be
filled because of an increase in the number of directors or to fill a vacancy
may be

                                        4


filled by the Board for a term of office continuing only until the next election
of directors by the shareholders. A vacancy that will occur at a specific date
by reason of resignation or otherwise may be filled before the vacancy occurs
but the newly elected or appointed director may not take office until the
vacancy occurs.

     SECTION 4.5.  PLACE OF MEETINGS. Except as provided in Section 4.8, the
meetings of the Board may be held at such place, whether in the State of
Michigan or elsewhere, as the Board may from time to time determine.

     SECTION 4.6.  ORGANIZATION MEETING OF BOARD. At the place of holding the
annual meeting of shareholders, and immediately following the same, the Board as
constituted, upon final adjournment of such annual meeting of shareholders,
shall convene for the purpose of organization, electing officers and transacting
any other business properly brought before it, provided that the organization
meeting in any year may be held at a different time and place than herein
provided by consent of a majority of the directors of such new Board. No notice
of any kind to either old or new members of the Board shall be necessary for an
organization meeting held on the same day as the annual shareholders' meeting.
Any organization meeting not held on the same day as the annual shareholders'
meeting shall be a special meeting of the Board.

     SECTION 4.7.  REGULAR MEETINGS OF THE BOARD. Regular meetings of the Board
shall be held at such times and places as the Board may from time to time
determine. No notice of regular meetings of the Board shall be required.

     SECTION 4.8.  SPECIAL MEETINGS OF BOARD. Special meetings of the Board may
be called by the President, a Vice President or Secretary or by a majority of
the members of the Board at any time by means of written notice of the time,
place, and purposes thereof to each director in the manner provided in Section
4.9, signed by the President, a Vice President, Secretary, or a majority of the
members of the Board, as the case may be. However, action taken at any such
meeting shall not be invalidated for want of notice if such notice shall be
waived as hereinafter provided. The person or persons authorized to call special
meetings of the Board may fix any place within the State of Michigan as the
place for holding any special meeting of the Board called by him or them.

     SECTION 4.9.  NOTICE TO BOARD OF SPECIAL MEETING. Written notice of a
special Board meeting, stating the time and place thereof, shall be personally
delivered or given by letter, telefacsimile, telegram, cable or radiogram,
mailed

                                        5


or delivered for transmission not later than during the third day immediately
preceding the day for such meeting, to each director at such address as appears
on the books of the Corporation; provided, however, that a special Board meeting
may be held on shorter notice, at the call of only the President, or a Vice
President, when said officer in his discretion shall deem such shorter notice to
be in best interests of the Corporation.

     SECTION 4.10. WAIVER OF NOTICE. Attendance at or participation of a
director at a meeting constitutes a waiver of notice of the meeting, unless the
director at the beginning of the meeting, or upon his arrival, objects to the
meeting or the transacting of business at the meeting and does not thereafter
vote for or assent to any action taken at the meeting.

     SECTION 4.11. COMMUNICATION DEVICES. A member of the Board, or of a
committee designated by the Board, may participate in a meeting by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section constitutes presence in person at the meeting.

     SECTION 4.12. QUORUM AND VOTE OF BOARD AND COMMITTEES. A majority of the
members of the Board then in office, or of the members of a committee thereof,
constitutes a quorum for transaction of business. The vote of the majority of
members present at a meeting at which a quorum is present constitutes the action
of the Board or of the committee, unless the vote of a larger number is required
by the Act, the Articles or the Bylaws, or in the case of a committee, the board
resolution establishing the committee. Amendment of the Bylaws by the Board
requires the vote of not less than a majority of the members of the Board then
in office.

     SECTION 4.13.  ACTION BY THE BOARD WITHOUT A MEETING. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with the minutes of the proceedings of the
Board or committee. The consent has the same effect as a vote of the Board or
committee for all purposes.

     SECTION 4.14.  ESTABLISHMENT OF COMMITTEES BY THE BOARD. The Board may
designate one (1) or more committees, each committee to consist of one (1) or
more of the directors of the Corporation. The Board may designate one (1) or
more directors as alternate members of a committee, who may

                                        6


replace an absent or disqualified member at a meeting of the committee. In the
absence or disqualification of a member of a committee, the members thereof
present at a meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board to act
at the meeting in place of such an absent or disqualified member. A committee,
and each member thereof, shall serve at the pleasure of the Board.

     SECTION 4.15. POWERS OF COMMITTEES OF THE BOARD. A committee designated
pursuant to Section 4.14, to the extent provided in the resolution of the Board,
may exercise all powers and authority of the Board in management of the business
and affairs of the Corporation. However, such a committee does not have power or
authority to:

          (a) Amend the Articles.

          (b) Adopt an agreement of merger or consolidation.

          (c) Recommend to shareholders the sale, lease or exchange of all or
     substantially all of the Corporation's property and assets.

          (d) Recommend to shareholders a dissolution of the Corporation or a
     revocation of a dissolution.

          (e) Amend the Bylaws.

          (f) Fill vacancies in the Board.

          (g) Fix compensation of the directors for serving on the Board or on a
     committee.

Unless the resolution appointing a committee expressly so provides, such a
committee does not have power or authority to declare a distribution or to
authorize the issuance of stock (see subsection 5.1(1)).

     SECTION 4.16. COMPENSATION. The Board, by affirmative vote of a majority of
directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of directors for services to the
Corporation as directors or officers, and also authorize payment or
reimbursement of the respective director's expenses, if any, of attendance at
each meeting of the Board. No such payment shall preclude any director or
officer from serving the Corporation in any other capacity, and receiving
compensation therefor.

                                       7


     SECTION 4.17. FURTHER POWERS. In addition to the powers and authority by
these Bylaws expressly conferred upon it, the Board may further exercise all
powers of the Corporation, and do all lawful acts and things as are not by law
or by the Articles or by these Bylaws prohibited or directed or required to be
exercised or done by the shareholders.

                                  ARTICLE FIVE
                                    OFFICERS

     SECTION 5.1.  OFFICERS.

          (1)  The officers of the Corporation shall consist of a President,
Secretary, Treasurer and, if desired, one (1) or more Vice Presidents, and such
other officers as may be determined by the Board. The officers shall be elected
or appointed by the Board. However, the Board may authorize a committee to elect
or appoint officers.

          (2)  Two (2) or more offices may be held by the same person, but an
officer shall not execute, acknowledge or verify an instrument in more than one
(1) capacity if the instrument is required by law or the Articles or Bylaws to
be executed, acknowledged or verified by two (2) or more officers.

          (3)  An officer elected or appointed as herein provided shall hold
office for the term for which he is elected or appointed and until his successor
is elected or appointed and qualified, or until his resignation or removal.

          (4)  An officer, as between himself and other officers and the
Corporation, has such authority and shall perform such duties in the management
of the Corporation as is provided in these Bylaws, or as may be determined by
resolution of the Board not inconsistent with these Bylaws.

          (5)  None of the officers need be a director,

     SECTION 5.2.  REMOVAL OF OFFICERS. An officer elected or appointed by the
Board or a committee of the Board may be removed by the Board, at any time, with
or without cause.

     SECTION 5.3.  VACANCIES. If the office of any officer becomes vacant for
any reason, the Board shall have the power to fill such vacancy.

     SECTION 5.4.  PRESIDENT. The President shall be the chief executive officer
of the Corporation and, subject to

                                        8


the control of the Board, shall in general supervise and control all of the
business and affairs of the Corporation. He shall, when present, preside at all
meetings of the shareholders and preside over the meetings of the Board. He
shall, in general, perform all duties incident to the office of President and
such other duties as may be assigned to him by the Board from time to time. He
shall be an ex officio member of all committees.

     SECTION 5.5.  VICE PRESIDENTS. One or more Vice Presidents may be selected
by the Board. The respective Vice Presidents shall have such powers and perform
such duties as may from time to time be assigned to each of them by the Board,
or as the President may delegate to each of them respectively.

     SECTION 5.6.  SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
attend all meetings of the shareholders and of the Board, and shall preserve in
books of the Corporation true minutes of the proceedings of all such meetings.
He shall keep in his custody the seal of the Corporation and shall have
authority to affix the same to all instruments where its use is required. He
shall give, or cause to be given, all notices required to be given by him by the
Act, Bylaws or resolution. He shall, in general, perform all duties incident to
the office of Secretary, and such other duties as may be assigned to him from
time to time by the Board, or as the President may delegate to him.

          The Assistant Secretaries, if any, in the order of their seniority as
determined by the Board, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary, and shall perform
such other duties as the Board shall assign to them from time to time, or as the
President may delegate to them.

     SECTION 5.7.  TREASURER AND ASSISTANT TREASURER. The Treasurer shall have
custody of all corporate funds and securities and shall keep in books belonging
to the Corporation full and accurate accounts of all receipts and disbursements;
he shall cause to be deposited all monies, securities and other valuable effects
in the name of the Corporation in such depositories as may be designated for
that purpose by the Board (see Section 7.4). He shall cause to be disbursed the
funds of the Corporation as may be ordered by the Board, causing to be taken
proper vouchers for such disbursements (see Section 7.3). He shall render to the
President and the Board, whenever the same shall be required, an account of all
his transactions as Treasurer and of the financial condition of the Corporation.
If required by the Board, he shall deliver to the President of

                                        9


the Corporation, and shall keep in force, a bond in form, amount and with a
surety or sureties satisfactory to the Board, for faithful performance of the
duties of his office, and for restoration to the Corporation in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and property of what ever kind in his possession or under his
control belonging to the Corporation. He shall, in general, perform all duties
incident to the office of Treasurer, and such other duties as may be assigned to
him from time to time by the Board, or as the President may delegate to him.

          The Assistant Treasurers, if any, in order of their seniority as
determined by the Board, shall, in the absence or disability of the Treasurer,
perform the duties and exercise powers of the Treasurer, and shall perform such
other duties as the Board shall assign to them from time to time, or as the
President may delegate to them.

     SECTION 5.8.  DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence
or disability of any officer of the Corporation, or for any other reason that
the Board may deem sufficient, the Board may delegate, for the time being, the
powers and duties, or any of them, of such officer, to any other officer, or to
any director.

                                   ARTICLE SIX
                                  STOCK MATTERS

     SECTION 6.1.  TRANSFER OF STOCK. Shares of capital stock of the Corporation
shall be transferable only on the books of the Corporation. The shares are
transferable in accordance with Article 8 of the Michigan Uniform Commercial
Code, being Act No. 174 of the Public Acts of 1962, as amended, being Sections
440.8101 through 440.8406 of the Michigan Compiled Laws of 1948, except as
otherwise provided in the Act.

     SECTION 6.2.  LOST, STOLEN, OR DESTROYED CERTIFICATES. Where the registered
owner of a certificate of capital stock or other security of the Corporation
claims that such certificate or other security has been lost, apparently
destroyed or wrongfully taken, the issuance of a new certificate or other
security in place of the original certificate or other security shall be
governed by the provisions of the aforesaid Article 6 of the Michigan Uniform
Commercial Code, except as otherwise provided in the Act. The President or Vice
President, in the exercise of his sole discretion, may waive the requirement of
an indemnity bond as referred to in Section 440.8405 of the Michigan Uniform
Commercial Code.

                                       10


     SECTION 6.3.  REGULATIONS. The Board shall have the power and authority to
make all such rules and regulations as the Board shall deem expedient for the
regulation of the issue, transfer and registration of certificates for shares of
capital stock or other securities of this Corporation.

                                  ARTICLE SEVEN
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     SECTION 7.1.  CONTRACTS. The Board, or a committee thereof duly authorized
by the Board, may authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or confined to
specific instances.

     SECTION 7.2.  LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board or a committee thereof duly authorized
by the Board. Such authority may be general or confined to specific instances.

     SECTION 7.3   CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board or a committee thereof duly authorized by
the Board. Such authority may be general or confined to specific instances.

     SECTION 7.4.  DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board, or a committee
thereof duly authorized by the Board, may select.

                                  ARTICLE EIGHT
                            MISCELLANEOUS PROVISIONS

     SECTION 8.1.  WAIVER OF NOTICE. When, under the Act or the Articles or
Bylaws of the Corporation or by the terms of an agreement or instrument, the
Corporation or the Board or any committee thereof may take action after notice
to any person or after lapse of a prescribed period of time, the action may be
taken without notice and without lapse of the period of time if, at any time
before or after the action is completed, the person entitled to notice or to
participate in the action to be taken or, in case of a shareholder, his

                                       11


attorney-in-fact, submits a signed waiver of such requirements.

     SECTION 8.2.  FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 in each year.

     SECTION 8.3.  SEAL. The Corporation's seal shall have inscribed thereon the
name of the Corporation and the words "seal" or "corporate seal." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced (see Section 5.6).

     SECTION 8.4.  VOTING OF SHARES OWNED BY CORPORATION. Any share or shares of
stock in other corporations owned by this Corporation may be voted by the
President of this Corporation or by proxy appointed by him, or in the absence of
the President or his proxy, by the Vice President or by a proxy appointed by
him, or in the absence of the aforementioned persons, by the Secretary or by
proxy appointed by him. The Board may by resolution appoint some other person to
vote such shares.

     SECTION 8.5.  DISTRIBUTIONS. The Board may, from time to time, declare and
the Corporation may pay distributions on its outstanding shares in the manner
and upon the terms and conditions permitted by law and not in contravention of
the Articles (see Section 4.15).

                                  ARTICLE NINE
                                   AMENDMENTS

     SECTION 9.1.  BYLAW AMENDMENTS, ETC. The shareholders or the Board may
amend or repeal the Bylaws or adopt new Bylaws (see Section 4.12).

                                       12


                            UNANIMOUS WRITTEN CONSENT
                                 OF THE MEMBERS
                OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS OF
                     J.J. HUMES, M.D. AND ASSOCIATES. P.C.

     The undersigned, being all the members of the Board of Directors and all of
the Shareholders of J.J. HUMES, M.D. AND ASSOCIATES, P.C., a Michigan
professional service corporation, do hereby unanimously agree and consent to the
adoption of the following preamble and resolutions:

               WHEREAS, this Corporation will be filing Restated Articles of
               Incorporation in connection with the Stock Purchase Agreement
               entered into with AmeriPath, Inc. pursuant to which this
               Corporation shall become a Michigan general business corporation
               and shall be changing its name to "AmeriPath Michigan, Inc."

               NOW, THEREFORE, BE IT RESOLVED, pursuant to Section 9.1 of the
               Bylaws, the existing Bylaws of this Corporation shall be repealed
               in its entirety, and this Corporation hereby adopts new Bylaws
               which provide that the Board of Directors shall consist of one
               (1) member, which is in the form presented to the undersigned and
               placed in the Corporation's Minute Book.

               RESOLVED, FURTHER, that this Corporation accept the resignations
               of Herbert I. Krickstein, M.D.; Noel S. Lawson, M.D.; Robert R.
               Calam, Ph.D.; Alvaro A. Giraldo, M.D.; Kum J. Youn, M.D.;
               Laurence E. Briski, M.D.; Bruce A. Jones, M.D.; Robert D.
               Danforth, Jr., M.D.; Martha J. Higgins, M.D.; Daniel P. Snower,
               M.D., and Paul F. Mazzara, M.D., as officers and directors of the
               Corporation, and that said resignations be filed in the Corporate
               Minute Book.

               RESOLVED, FURTHER, that the following named person be, and he is,
               hereby nominated and elected as and for the
               President/Secretary/Treasurer, and as Director of this
               Corporation, to serve as such for the ensuing year, and until his
               successor shall be duly elected and qualified:

                                 Robert P. Wynn



                                SIGNATURE PAGE TO
                            UNANIMOUS WRITTEN CONSENT
                                 OF THE MEMBERS
                OF THE BOARD OF DIRECTORS AND THE SHAREHOLDERS OF
                      J.J. HUMES, M.D. AND ASSOCIATES, P.C.
                          DATED AS OF DECEMBER 1, 1999

/s/ Herbert I. Krickstein                /s/ Martha J. Higgins
- -----------------------------            ----------------------------
HERBERT I. KRICKSTEIN, M.D.              MARTHA J. HIGGINS, M.D.
Director and Shareholder                 Shareholder

/s/ Noel S. Lawson                       /s/ Bruce A. Jones
- -----------------------------            ----------------------------
NOEL S. LAWSON, M.D.                     BRUCE A. JONES, M.D.
Director and Shareholder                 Shareholder

/s/ Laurence E. Briski                   /s/ Paul F. Mazzara
- -----------------------------            ----------------------------
LAURENCE E. BRISKI, M.D.                 PAUL F. MAZZARA, M.D.
Shareholder                              Shareholder

/s/ Robert D. Danforth                   /s/ Daniel P. Snower
- -----------------------------            ----------------------------
ROBERT D. DANFORTH, JR.                  DANIEL P. SNOWER, M.D.
Shareholder                              Shareholder

/s/ Alvaro A. Giraldo                    /s/ Kum J. Youn
- -----------------------------            ----------------------------
ALVARO A. GIRALDO, M.D.                  KUM J. YOUN, M.D.
Shareholder                              Shareholder

                                        2


                            AMERIPATH MICHIGAN, INC.

                             AMENDMENT TO THE BYLAWS

     The sole shareholder of AmeriPath Michigan, Inc. (the "Corporation")
adopted a resolution on November 28, 2001 that amended the Bylaws of the
Corporation as follows:

     The first sentence of Section 4.2 is deleted in its entirety and replaced
with a new sentence to read as follows:

          "The number of directors shall not be fewer that one nor more than
     five, the precise number to be fixed by resolution of the shareholders or
     of the Board of Directors from time to time."

EX-3.27

                                                                    EXHIBIT 3.27

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                     PROFIT

          The undersigned corporation, pursuant to Section 79-4-10.06 and
79-4-10.07 of the Mississippi Code of 1972, hereby execute the following
document and sets forth:

     A.   The name of the corporation is: Sturgis, Samson & Henderson Pathology
          Laboratory, P.A.

          The name of the corporation is changed to: Sturgis, Henderson &
          Proctor Pathology Laboratory, P.A.

     B.   The text of the Restated Articles of Incorporation is as follows:

          1.   The period of its duration is perpetual.

          2.   The specific purpose or purposes for which the corporation is
[SEAL]         organized, stated in general terms, are: to engage in the
               practice of medicine, specifically in anatomic and clinical
               pathology; to operate laboratories and all types of equipment
               used therein or incidental thereto; to do anything necessary,
               suitable or proper to the attainment of any of the purposes as
               authorized by the Mississippi Professional Corporation Act and
               the Mississippi Business Corporation Act.

          3.   The aggregate number of shares which the corporation shall have
               authority to issue is 2,500 with a par value of Ten Dollars
               ($10.00) each.

          4.   The corporation shall not commence business until consideration
               of the value of at least One Thousand Dollars ($1,000.00) has
               been received for the issuance of shares.

          5.   Provisions granting to shareholders the preemptive right to
               acquire additional or treasury shares of the corporation are:
               each shareholder shall, upon the sale of any issued or treasury
               shares of the corporation, or obligations of the corporation
               convertible into such shares, have the right to purchase, for
               cash, hit pro rata share thereof at the price at which said
               shares or obligations are offered to others.



          6.   Domicile address: 1033 North Flowood Drive, Jackson, Mississippi
               39208.

          7.   The corporation's registered agent is George M. Sturgis, M.D. The
               registered office is 1033 North Flowood Drive, Jackson,
               Mississippi 39208.

          8.   The initial board of directors were:

                    George M. Sturgis, M.D.
                    440 East Woodrow Wilson
                    Jackson, Mississippi

                    Roland F. Samson, M.D.
                    440 East Woodrow Wilson
                    Jackson, Mississippi

                    Julian C. Henderson, M.D,
                    440 East Woodrow Wilson
                    Jackson, Mississippi

          9.   The name and address of each incorporator was:

                    George M. Sturgis, M.D.
                    440 East Woodrow Wilson
                    Jackson, Mississippi

                    Roland F. Samson, M.D.
                    440 East Woodrow Wilson
                    Jackson, Mississippi

                    Julian C. Henderson, M.D.
                    440 East Woodrow Wilson
                    Jackson, Mississippi

          10.  All duties, responsibilities, rights, authority and obligations
               imposed on and enjoyed by the Board of Directors of a corporation
               shall be imposed on and enjoyed by the shareholders of this
               corporation.

     C.   The amendment and restatement were adopted on the 1st day of July
          1992, by the shareholders.

                                        2


     D.   1.   The designation, number of outstanding shares, number of votes
               entitled to be cast by each voting group entitled to vote
               separately on the restatement, and the number of votes of each
               voting group indisputably represented at the meeting was:



                                     NUMBER OF                  NUMBER OF                NO OF VOTES
                  DESIGNATION       OUTSTANDING               VOTES ENTITLED            INDISPUTABLY
                   OF SHARES          SHARES                    TO BE CAST               REPRESENTED
                  -----------       -----------               --------------            -------------
                                                                                   
                  Common Stock         1,000                       1,000                    1,000


          2.   The total number of votes cast for and against the amendment by
               each voting group entitled to vote separately on the amendment
               was:



                                        TOTAL NO. OF         TOTAL NO OF VOTES
                  VOTING GROUP        VOTES CAST FOR          CAST AGAINST
                  ------------        --------------        -----------------
                                                             
                  Common Stock             1000                    -0-



                                                 STURGIS, HENDERSON & PROCTOR
                                                 PATHOLOGY LABORATORY, P.A.


                                                 BY:   /s/ Julian C Henderson;
                                                     ---------------------------
                                                 Its:  Secretary
                                                      --------------------------
                                        3


                        Young, Scanlon and Sessums, P.A.
                                Attorneys at Law

                                 August 21, 1992

Sandra C. Bradshaw
Bobby L. Dallas
Sean Wesley Ellis
Stephen E. Gardner
Paul B. Henderson

James H. Neeld, IV
Gee Ogletree
Mike Parker
Gretchen Pumphrey
Pat H. Scanlon
Brad Sessums
John S. Simpson, Jr.
John S. Simpson
Robert L. Wells
E. Stephen Williams
James Leon Young
J. Will Young,
    Of Counsel

- ------------
Tony Carlisle,
Administrator

HAND DELIVERY

Ms. Deb Price
Corporation Division
Secretary of State
Magnolia Bank Building
Jackson, Mississippi

     RE: Sturgis, Samson & Henderson Pathology Laboratory, P.A.

Dear Deb:

     Enclosed are duplicate originals of the Amended and Restated Articles of
Incorporation for the above-referenced company.

     Also enclosed are our firm checks totaling $75 to cover filing fees and
non-standard form fee.

     Thank you for your help.

                                             Sincerely.

                                             /s/ Kathleen F. Haynes

                                             Kathleen F. Haynes
                                             Legal Assistant

KFH:bcd
Enclosures

  2000 Deposit Guaranty Plaza - P.O. Box 23059 Jackson, Mississippi 39225-3059
                  Telephone: (601) 948-6100 FAX (601) 355-6136



FOO12 - Page 1 of 3              OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                              P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
                                            Articles of Amendment

The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
corporation) or Section 79-11-305 (if a nonprofit corporation) of the
Mississippi Code of 1972, hereby execute the following document and set forth:

1. TYPE OF CORPORATION

/X/ Profit          / / Nonprofit

2. NAME OF CORPORATION

Sturgis, Henderson & Proctor Pathology Laboratory, PA.

3. THE FUTURE EFFECTIVE DATE IS       AUGUST 29, 1997
   (Complete if applicable)

[SEAL]

4. SET FORTH THE TEXT OF EACH AMENDMENT ADOPTED. (ATTACH PAGE)

5. IF AN AMENDMENT FOR A BUSINESS CORPORATION PROVIDES FOR AN EXCHANGE,
RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES, SET FORTH THE PROVISIONS FOR
IMPLEMENTING THE AMENDMENT IF THEY ARE NOT CONTAINED IN THE AMENDMENT ITSELF.
(ATTACH PAGE)

6. THE AMENDMENT(s) WAS (WERE) ADOPTED ON

August 27, 1997                                      Date(s)

FOR PROFIT CORPORATION (Check the appropriate box)

Adopted  by  / / the incorporators     / / directors without shareholder action
                                           and shareholder action was not
                                           required.

FOR NONPROFIT CORPORATION (Check the appropriate box)


Adopted  by  / / the incorporators     / / board of directors without member
                                           action and member action was not
                                           required.

FOR PROFIT CORPORATION

7. IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS
(a) The designation, number of outstanding shares, number of votes entitled to
be cast by each voting group entitled to vote separately on the amendment, and
the number of votes of each voting group indisputably represented at the meeting
were



Designation         No. of outstanding  No. of votes entitled      No. of Votes
                    Shares              to be case                 indisputably represented
                                                          
Common              1,000               1,000                      1,000


Rev. 06/94



FOO12 - Page 2 of 3              OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                              P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
                                            Articles of Amendment

                                                          




(b)  EITHER

     (i) the total number of votes cast for and against the amendment by each
     voting group entitled to vote separately on the amendment was



                     Total no. of         Total no. of votes
Voting group        votes cast FOR          cast AGAINST
- ------------        --------------        ------------------
                                           
Common Stock             1,000                   0


OR

     (ii) the total number of undistributed votes cast for the amendment by each
     voting group was



Voting group        Total no. of undisputed votes cast FOR the plan
- ------------        -----------------------------------------------
                 



and the number of votes cast for the amendment by each voting group was
sufficient or approval by that voting group.

FOR NONPROFIT CORPORATION

8. IF THE AMENDMENT WAS APPROVED BY THE MEMBERS
(a) The designation, number of memberships outstanding, number of votes entitled
to be cast by each class entitled to vote separately on the amendment, and the
number of votes of each class indisputably represented at the meeting were



Designation              No. of memberships    No. of votes entitled       No. of votes
                         outstanding           to be cast                  indisputably represented
                                                                  



Rev. 06/94



FOO12 - Page 3 of 3              OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                              P.O. BOX 136, JACKSON, MS 39205-0136 (601)359-1333
                                            Articles of Amendment

(b)  EITHER

     (i) the total number of votes cast for and against the amendment by each
         class entitled to vote separately on the amendment was



                    Total no. of          Total no. of votes
Voting class        votes cast FOR        cast AGAINST
- ------------        --------------        ------------------
                                           





                    Total no. of undisputed votes cast FOR the
Voting class        amendment
- ------------        -----------------------------------------------
                 



and the number of votes cast for the amendment by each voting group was
sufficient for approval by that voting group.

By:  Signature      /s/ George M. Sturgis    (please keep writing within blocks)

     Printed Name   George M. Sturgis, M.D.   Title  President

Rev. 06/94



                     ATTACHMENT TO ARTICLES OF AMENDMENT OF

            STURGIS, HENDERSON & PROCTOR PATHOLOGY LABORATORY, P.A.

     Article A of the amended and restated of Articles of Incorporation of
Sturgis Henderson & Proctor Pathology Laboratory, P.A. is hereby amended to read
as follows:

     A.   The name of the corporation is: AmeriPath Mississippi, Inc.

     Paragraph 2 of Article B of the amended and restated Articles of
Incorporation of Sturgis Henderson & Proctor Pathology Laboratory, P.A. is
hereby amended to read as follows:

     2.   The specific purpose or purposes for which the corporation is
          organized, stated in general terms are: to engage in any lawful
          purpose authorized by the Mississippi Business Corporation Act.

     Paragraph 5 of Article B is amended to delete that paragraph in its
entirety.

     Article B is amended to renumber the previous paragraphs of Article B which
were Paragraphs 6 through 10 as Paragraphs 5 through 9, respectively.



YOUNG, WILLIAMS, HENDERSON & FUSELIER, PA

Attorneys at Law

August 27, 1997

HAND DELIVERED

Secretary of State
Attention: Deb Price
Corporate Division

202 North Congress Street, Suite 601
Jackson, Mississippi 39201

Re: Sturgis, Henderson & Proctor Pathology Laboratory, P.A.
Dear Deb:

Enclosed are duplicate originals of Articles of Amendment for Sturgis,
Henderson & Proctor Pathology Laboratory, P.A., along with a check for $50.00
which represents the filing fee. I would appreciate your filing this document
as quickly as possible. Please give me a call when it is ready to be picked up
and I will send a runner.

Thank you for your assistance and cooperation.

Sincerely,

/s/ Don H. Goode

Don H. Goode

DHG:cmg
Enclosures

[YOUNG, WILLIAMS, HENDERSON & FUSELIER, PA  LOGO]

J. Wesley Daughdrill, Jr.
Sean Wesley Ellis
Louis A. Puselier
Stephen E. Gardner
Don H. Goode
Chad Hammons
Philip C, Hearn
Paul B. Henderson
E. B. Martin, Jr.
Tammy D, Middleton
Lisa Binder Milner
James H. Neeld, IV
Robert L. Wells
E. Stephen Williams
James Leon Young

J. Will Young.
(1906-1996)

Tony Carlisle,
Administrator

2000 Deposit Guaranty Plaza
Jackson, Missisippi 39201

Post Office Box 23059
Jackson, Mississippi 39225-306

(601) 948-6100
Fax (601) 355-6136

EX-3.28

                                                                    EXHIBIT 3.28

                                     BYLAWS

                                       OF

                          STURGIS, HENDERSON & PROCTOR
                           PATHOLOGY LABORATORY, P.A.

                     A MISSISSIPPI PROFESSIONAL CORPORATION


                               ARTICLE I. OFFICES

     The principal office of the corporation in the state of Mississippi shall
be located in Flowood, Mississippi. The corporation may have such other offices,
either within or without the state of Mississippi, as the Board of Directors may
designate or as the business of the corporation may require from time to time.

     The registered office of the corporation required by the Mississippi
Business Corporation Act to be maintained in the state of Mississippi may be,
but need not be, identical with the principal office in the state of
Mississippi, and the registered agent and the address of the registered office
may be changed from time to time by the Board of Directors.

                            ARTICLE II. SHAREHOLDERS

     Section 1.  ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the first Monday in February each year, beginning with the year 1992, at
the hour of 6:00 p.m., for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If said day
is a legal holiday, then the meeting shall be held on the next regular working
day thereafter. If the election of directors shall not be held on the day
designated herein, at any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause, the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be done.

     Section 2.  SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the



President or by the Board of Directors, and shall be called by the President at
the request of the holders of not less than one-tenth (1/10) of all the
outstanding shares of the corporation entitled to vote at the meeting.

     Section 3.  PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the state of Mississippi, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the state of
Mississippi, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation.

     Section 4.  NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

     Section 5.  FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may fix in advance a
date as a record date for any such determination of shareholders, such date in
any case to be not more than seventy (70) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

     Section 6.  VOTING RECORD. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make a complete record of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each. Such record shall be available for inspection by any
shareholder beginning two (2) business days after notice of the meeting is given
for which the list

                                        2


was prepared and continuing through the meeting, at the corporation's principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. On written demand, the record shall be subject to the
inspection of any shareholder at any time during the period it is available for
inspection. The record shall be available for inspection at the meeting or any
adjournment thereof.

     Section 7.  QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     Sections 8. PROXIES. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

     Section 9.  VOTING OF SHARES. Each outstanding share of common stock shall
be entitled to one (1) vote upon each matter submitted to a vote at a meeting of
the shareholders.

     Section 10. INFORMAL ACTION BY SHAREHOLDER. Any action required to be taken
at a meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if one or more
consents in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.
The signature of any shareholder upon the minutes of a meeting shall be deemed
such consent in writing to all action reflected to have been taken at said
meeting by said minutes.

                         ARTICLE III. BOARD OF DIRECTORS

     Section 1.  GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.

     Section 2.  NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be not less than one (1), but the shareholders may elect
additional directors as they may desire so long as there is an odd number
thereof. A The holders of majority of the outstanding shares of stock entitled
to vote may at

                                        3


any time peremptorily terminate the term of office of all or any of the
directors by a vote at a meeting called for such purpose or by a written
statement filed with the Secretary or, in his absence, with any other officer.

     Section 3.  REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of the shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
state of Mississippi, for the holding of additional regular meetings without
notice other than such resolution.

     Section 4.  SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by, or at the request of, the President or any two (2) directors.
The person or persons authorized to call special meetings of the Board of
Directors may fix any reasonable place, either within or without the state of
Mississippi, as the place of holding any special meeting of the Board of
Directors called by them.

     Section 5.  NOTICE. Notice of any special meeting shall be given at least
two (2) days previously by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

     Section 6.  QUORUM. A majority of the directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but if
less than a majority are present, the meeting may be adjourned from time to time
without further notice.

     Section 7.  MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

     Section 8.  INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of the directors or any other action which may be taken at a
meeting of directors, may be taken without an actual meeting if one or more
consents in writing, setting forth the action so taken, shall be signed by all
of the directors entitled to vote with respect to the subject matter thereof.
The signature of any director upon the

                                        4


minutes of a meeting shall be deemed such consent in writing to the action
reflected to have been taken at such meeting by such minutes.

     Section 9.  DISPENSING WITH BOARD OF DIRECTORS. By unanimous consent of all
of the shareholders of the corporation, evidenced by either written agreement,
minutes of a shareholder meeting at which all shareholders are represented and
unanimously approve of the action or a written unanimous consent executed by the
shareholders in lieu of a meeting, the shareholders may dispense with the Board
of Directors of the corporation in accordance with Miss. Code Ann. Section
79-4-8.01(c) (1972). If the shareholders elect to dispense with the Board of
Directors, all duties, responsibilities, rights, authority and obligations
imposed on and enjoyed by the Board of Directors of the corporation by the
Articles of Incorporation or Bylaws of the corporation or at law or in equity
shall be imposed on and enjoyed by the shareholders of the corporation. In votes
by shareholders acting in lieu of the Board of Directors, each outstanding share
of common stock shall be entitled to one (1) vote upon each matter submitted to
a vote at a meeting of the shareholders. A shareholder may disclaim the duties,
responsibilities, rights, authority and obligations conferred under this
provision solely by granting jointly to all of the other shareholders of the
corporation his proxy to vote his shares at meetings of shareholders (or by the
execution of consents of shareholders in lieu of a meeting) at which action is
taken which, but for the provisions of this Section, would be taken by a board
of directors of a corporation, rather than shareholders. In such event^ the
shares subject to this proxy shall be voted by such remaining shareholders in
the same proportion as the remaining shareholders vote their shares on the issue
in question.

                              ARTICLE IV. OFFICERS

     Section 1.  NUMBER. The officers of the corporation shall be a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Directors) a Secretary, and a Treasurer. Such other officers and assistant
officers as may be deemed necessary may be elected by the Board of Directors.
Any two or more offices may be held by the same person.

     Section 2.  ELECTION AND TERM OF OFFICE. The officers of the corporation to
be elected by the Board of Directors shall be elected annually at a meeting of
the Board of Directors held after each annual meeting of the shareholders. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as conveniently may be done. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided.

                                        5


     Section 3.  REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     Section 4.  VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the terms.

     Section 5.  SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officers shall be prevented from
receiving such salary by reason of the fact that they are also directors of the
corporation.

     Section 6.  DUTIES. The duties of each of said officers shall be the duties
usually instant to such offices of a corporation.

     Section 7.  VOTING OF STOCK. Unless otherwise directed by the Board of
Directors, the President in his discretion may vote or give proxies covering all
stock and shares of beneficial interest owned by the corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  CONTRACTS. The Board of Directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

     Section 2.  LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. The corporation shall not make any
loan to its officers and directors.

     Section 3.  CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed in such manner as shall from time to
time be determined by resolution of the Board of Directors.

     Section 4.  DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.

                                        6


                              ARTICLE VI. DIVIDENDS

     The Board of Directors may from time to time declare, and the corporation
may pay, dividends oN its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.

                                ARTICLE VII. SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
and which shall be in the form as hereon impressed:

                         ARTICLE VIII. WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or director
of the corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Mississippi
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. The signature
of any shareholder or director to the minutes of a meeting shall be deemed a
waiver of any notice required of the holding of such meeting or the business
transacted therein.

                             ARTICLE IX. AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the Shareholders at any regular or
special meeting.

                                        7


                       ARTICLE X. CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

     Section 1.  CERTIFICATES FOR SHARES. Each holder of shares of stock in this
corporation shall be entitled to a certificate under the seal of the
corporation, signed by the President or a Vice President and the Secretary or
Assistant Secretary. Certificates of stock shall be numbered progressively
beginning with the number one, and shall be issued in order of such number. The
stock certificates for this corporation shall be in the form hereinafter placed.

     Each of said certificates shall have typed or printed on the face thereof
the following: "The transferability and negotiability of the shares of stock
evidenced by this certificate are restricted by a Buy-Sell Agreement between the
Shareholders of the corporation, a copy of which is maintained at the
corporation's offices and is available for inspection."

     Section 2.  TRANSFER. Stock shall be transferred on the books of the
corporation and the corporation shall be bound by such transfers only after the
duly issued certificate shall have been tendered to the corporation with a duly
executed bill of sale or assignment of the shares or a portion of the shares
evidenced thereby. In the event of a lost certificate, the corporation may
require such bond or indemnity from the holder of such certificate or
certificates as the directors may determine.

                             ARTICLE XI. FISCAL YEAR

     The fiscal year of the corporation shall end on the 31st day of December of
each year.

                          ARTICLE XII. EMERGENCY BYLAWS

     The Emergency Bylaws provided in this Article XIII shall be operative
during any emergency in the conduct of the business of the corporation resulting
from a catastrophic event that prevents a quorum of the Directors from being
readily assembled, notwithstanding any different provision in the preceding
Articles of the Bylaws or in the Articles of Incorporation of the corporation or
in the Mississippi Business Corporation Act. To the extent not inconsistent with
the provisions of this Article, the Bylaws provided in the preceding Articles
shall remain in effect during such emergency and upon its termination the
Emergency Bylaws shall cease to be operative.

                                        8


     During any such emergency:

     (a)  A meeting of the Board of Directors may be called by any officer or
director of the corporation. Notice of the time and place of the meeting shall
be given by the person calling the meeting to such of the directors as it may be
feasible to reach by any available means of communication. Such notice shall be
given at such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.

     (b)  At any such meeting of the Board of Directors, a quorum shall consist
of one.

     (c)  The Board of Directors, either before or during any such emergency,
may provide, or from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the corporation shall
for any reason be rendered incapable of discharging their duties.

     (d)  The Board of Directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.

     No officer, director or employee acting in accordance with these Emergency
Bylaws shall be subject to repeal or change by further action of the Board of
Directors or by action of the shareholders, but no such repeal or change shall
modify the provisions of the next preceding paragraph with regard to action
taken prior to the time of such repeal or change. Any amendment of these
Emergency Bylaws may make any further or different provision that may be
practical and necessary for the circumstances of the emergency.

                          ARTICLE XIII. INDEMNIFICATION

     Section 1.  AUTHORITY TO INDEMNIFY. The corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he conducted himself in good faith and
(i) in the case of conduct in his official capacity with the corporation, in a
manner he reasonably believed to be in the best interests of the corporation, or
(ii) in all other cases, that his conduct was at least not opposed

                                        9


to its best interests and, with respect to any criminal action or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, is not, of itself, determinative that the person did not meet
the standard of conduct described in this Section.

     Section 2.  LIMIT ON INDEMNIFICATION AUTHORITY. The corporation may not
indemnify any person under this Article: (1) in connection with a proceeding by
or in the right of the corporation in which the director was adjudged liable to
the corporation; or (2) in connection with any other proceeding charging
improper personal benefit to him, whether or not involving action in his
official capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.

     Section 3.  INDEMNIFICATION WHERE DIRECTOR OR OFFICER SUCCESSFULLY DEFENDS
ACTION. To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     Section 4.  DETERMINATION REQUIRED PRIOR TO INDEMNIFICATION. Any
indemnification under Sections 1 and 2 of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 1 and 2 of this Article. Such determination
shall be made:

     (1)  by the Board of Directors by majority vote of a quorum consisting of
          directors not at the time parties to the proceeding;

     (2)  if a quorum cannot be obtained under subdivision 1, by majority vote
          of a committee duly designated by the Board of Directors (in which
          designation directors who are parties may participate), consisting
          solely of two (2) or more directors not at the time parties to the
          proceeding;

     (3)  by special legal counsel:

          i.  selected by the Board of Directors or its committee in the manner
              prescribed in subdivision (1) or (2); or

          ii. if a quorum of the Board of Directors cannot be obtained under
              subdivision (1) and a committee cannot be designated under
              subdivision (2), selected by a majority vote of the full Board of

                                       10


              Directors (in which selection directors who are parties may
              participate); or

     (4)  by the shareholders, but shares owned by or voted under the control of
          persons who are at the time parties to the proceeding may not be voted
          on the determination.

Authorization of indemnification and evaluation as to reasonableness of expenses
shall be made in the same manner as the determination that indemnification is
permissible, except that if that the determination is made by special legal
counsel, authorization of indemnification and evaluation as to reasonableness of
expenses shall be made by those entitled under Subsection (3) to select counsel.

     Section 5.  ADVANCES. Expenses incurred by a director, officer, employee or
agent of the corporation in defending a civil or criminal action, suit or
proceeding shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding if:

     (1)  the person furnishes the corporation with a written affirmation of his
          good faith belief that he has met the standard of conduct described in
          Sections 1 and 2 of this Article;

     (2)  the person furnishes the corporation a written undertaking, executed
          personally or on his behalf, to repay the advance if it is ultimately
          determined that he did not meet the standards of conduct; and

     (3)  a determination is made that the facts then known to those making the
          determination would not preclude indemnification under this Article.

The undertaking described in subparagraph (2) above must be an unlimited general
obligation of the person giving the undertaking but need not be secured and may
be accepted without reference to financial ability to make repayment.
Determinations and authorizations of payments under this Section shall be made
in the manner described in Section 4 of this Article.

     Section 6.  GENERAL. The indemnification and advancement of expenses
provided by, or granted pursuant to, the other Sections of this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

     Section 7.  INSURANCE. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the

                                       11


corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this Article.

     Sections 8. DEFINITIONS. For purposes of this Article, the following words
or phrases shall have the meanings assigned to them in Miss. Code Ann. Section
79-4-8.50 (1972), as amended: "corporation," "director," "expenses,"
"liability," "official capacity," "party," and "proceeding."

     Section 9.  SEVERABILITY. If any provision of this Article or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Article or the application of
this Article to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby and each provision shall
be valid and shall be enforced to the fullest extent permitted by law.

                             SECRETARY'S CERTIFICATE

     I hereby certify that the foregoing Bylaws are the Bylaws of Sturgis,
Henderson & Proctor Pathology Laboratory, P.A. as adopted by Unanimous Consent
of the Shareholders of the corporation on the 1st day of July, 1992.

                                                              /s/ [ILLEGIBLE]
                                                              ---------------
                                                              Secretary

                                       12

EX-3.29

                                                                    EXHIBIT 3.29

                                                        STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                    FILED 03; 00 PM 03/16/1999
                                                       991102538 - 3017292

                          CERTIFICATE OF INCORPORATION

                                       OF

                          PATHSOURCE-NEW ENGLAND, INC,

                           - A Delaware Corporation -

          FIRST: NAME. The name of the corporation is PathSOURCE - New England,
Inc. (hereinafter referred to as the "Corporation").

          SECOND: REGISTERED OFFICE AID REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          THIRD: PURPOSE. The purpose of the Cooperation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware. The Corporation shall possess and may exercise all
the powers and privileges granted by the General Corporation Law of the State of
Delaware or by any other law or this Certificate of Incorporation, together with
any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation set forth in the preceding sentence hereof.

          FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, par
value $0.01 per share.

          FIFTH: INCORPORATOR. The name and mailing address of the sole
incorporator of the Corporation are Sandra J. Mitchell, c/o Richards & 0'Neil,
LLP, 885 Third Avenue, New York, New York 10022-4873.

          SIXTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholder:

               (1) The election of directors may be conducted in any manner
          provided in the By-laws of the Corporation, and need not be by written
          ballot

               (2) The Board of Directors shall have the power to make, adopt,
          alter amend or repeal the By-laws of the Corporation.



          SEVENTH: REORGANIZATION. Whenever a compromise or arrangement is
proposed between the Corporation and its creditors or any class of them and/or
between the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receives appointed
for the Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditor, and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholder or class of stockholders of the
Corporation, as the case may be, agrees to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

          EIGHTH: LIABILITY OF DIRECTORS. No director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (it) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after the date hereof to authorize corporate action
further eliminating or limiting the liability of directors, then the liability
of each director of the Corporation shall automatically be eliminated or limited
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended. Any repeal or modification of the provisions of this
Article EIGHTH shall not adversely affect any right or protection of a director
of the Corporation existing pursuant to this Article EIGHTH at the time of such
repeal or modification.

          THE UNDERSIGNED, being the sole incorporator of the Corporation, for
the purpose of forming a corporation under the laws of the State of Delaware,
does hereby sign this Certificate of Incorporation this 16th day of March, 1999.

                                                     INCORPORATOR:


                                                     /s/ Sandra J. Mitchell
                                                     ---------------------------
                                                     Sandra J. Mitchell

                                       -2-


                                                       STATE OF DELWARE
                                                      SECRETARY OF STATE
                                                   DIVISION OF CORPORATIONS
                                                   FILED 09:00 AM 06/27/2001
                                                      010310319 - 301 7292

             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is

                         PATHSOURCE - NEW ENGLAND, INC.

          2. The registered office of the corporation within the State of
Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of
Wilmington 19808, County of New Castle.

          3. The registered agent of the corporation within the State of
Delaware is hereby changed to Corporation Service Company, the business office
of which is identical with the registered office of the corporation as hereby
changed.

          4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.

Signed on    June 1, 2001


   /s/ Gregory A. Marsh
   -------------------------------
   Gregory A. Marsh, VP/Sec/Treas



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                           CERTIFICATE OF INCORPORATION
                                       OF
                         PATHSOURCE - NEW ENGLAND, INC.

     PathSOURCE - New England, Inc., a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (the "Corporation"), does
hereby certify:

     FIRST: That on December 11, 2001 the Board of Directors of the Corporation
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
submitting the proposed amendment to the sole stockholder of the Corporation for
its consideration and approval. The proposed amendment is as follows:

     NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of
the Corporation is amended by deleting Article FIRST in its entirety and by
substituting in lieu thereof a new Article FIRST to read as follows:

     "FIRST: NAME. The name of the corporation is AmeriPath New England, Inc.
(hereinafter referred to as the 'Corporation')."

     SECOND: That thereafter on December 11, 2001, the sole stockholder of the
Corporation adopted the proposed amendment by written consent in accordance with
Section 228 of the Delaware Corporation Law.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF, PathSOURCE - New England, Inc. has caused this
Certificate of Amendment to be signed by its duly authorized officer this 11 day
of December, 2001.

                                               PATHSOURCE - NEW ENGLAND, INC.


                                               By: /s/ Gregory A. Marsh
                                                   -----------------------------
                                                   Gregory A. Marsh
                                                   Vice President

                                                       STATE OF DELAWARE
                                                      SECRETARY OF STATE
                                                   DIVISION OF CORPORATIONS
                                                   FILED 05:00 PM 12/13/2001
                                                      010641754 - 3017292

EX-3.30

                                                                    EXHIBIT 3.30

                         PATHSOURCE - NEW ENGLAND, INC.

                          -- A DELAWARE CORPORATION --

                                     BY-LAWS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1.1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before such meeting shall be held each year on such date and at
such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.

     Section 1.2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, if any, the Vice
Chairman, if any, the President, any Vice President, or the holders of at least
10% of the shares of the Corporation then issued and outstanding and entitled to
vote at such meeting. Any such meeting shall be held on such date and at such
time and place, within or without the State of Delaware, as may be designated by
the person or persons calling such meeting.

     Section 1.3. NOTICE OF MEETINGS; WAIVER OF NOTICE.

     (a)    NOTICE OF MEETINGS. Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
by mail, facsimile, telegram, cable or personal delivery by or at the direction
of the Chairman of the Board, if any, the Vice Chairman, if any, the President
or the Secretary and shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be directed to each stockholder at his address as it appears on the
records of the Corporation.

     (b)    WAIVER OF NOTICE. Whenever notice is required to be given to the
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose



of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation
of the Corporation.

     Section 1.4. QUORUM. The presence at any meeting, in person or by proxy, of
the holders of record of a majority of the shares then issued and outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum
for the transaction of business, except as otherwise provided by law or the
Certificate of Incorporation of the Corporation.

     Section 1.5. ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy at
a meeting, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to act as chairman or secretary of such meeting, may
adjourn the meeting to another time or place.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 1.6. ORGANIZATION. The Chairman of the Board, or, if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President or any Vice President, or, in the absence of all of them, a chairman
appointed by the stockholders, shall act as chairman of all meetings of
stockholders. The Secretary or, in his absence or disability, any Assistant
Secretary, or, in the absence of both of them, a Secretary appointed by the
chairman of the meeting, shall act as secretary at all meetings of stockholders.

     Section 1.7. VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting. Unless
otherwise provided in the Certificate of Incorporation, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Except as otherwise provided by law, in all other matters the
affirmative vote of a majority of the shares present hi person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Voting, including voting for the election of directors,
need not be by written ballot.

     Section 1.8. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states

                                        2


that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.

     Section 1.9. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address and number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the entire time
thereof, and may be inspected by any stockholder who is present.

     Section 1.10. INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

     Section 1.11. FIXING THE RECORD DATE. So that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix in advance a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and (i) in the case of a meeting, shall not be more than 60 nor less than
10 days before the date of such meeting, or (ii) in the case of a written
consent, shall not exceed by more than 10 days the date upon which the
resolution fixing the record date is adopted by the Board, or (iii) in the case
of any other action, shall not be more than 60 days prior to such action. Only
those stockholders of record on the date so fixed shall be entitled to any of
the foregoing rights, notwithstanding the transfer of any stock on the books of
the Corporation after any such record date fixed by the Board of Directors.

     Section 1.12. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required by law or
these By-laws to be taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, without prior notice and without
a vote if a consent or consents in writing, setting forth the action so taken,
shall

                                        3


be signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the Corporation as required by law. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not so consented in
writing.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1. NUMBER. The Board of Directors shall consist of one or more
directors, as fixed from time to time by resolution of either the Board of
Directors or the stockholders in accordance with applicable law (each being
subject to any subsequent resolutions of either of them). The initial Board of
Directors shall be designated in the incorporator's statement of organization
and shall serve until the first annual meeting of stockholders and until their
successors shall be elected and qualified or until their earlier resignation or
removal.

     Section 2.2. ELECTION AND TERM OF OFFICE. Directors shall be elected at the
annual meeting of the stockholders, except as provided in Sections 2.3 or 2.11
of these By-laws. Each director (whether elected at an annual meeting or to fill
a vacancy or otherwise) shall hold office until his successor shall have been
duly elected and qualified or until his earlier death, resignation or removal in
the manner hereinafter provided.

     Section 2.3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a
single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, when one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to be
effective upon the effectiveness of such resignation or resignations.

                                        4


     Section 2.4. MEETINGS.

     (a)    REGULAR MEETINGS. The Board of Directors may by resolution provide
for the holding of regular meetings for the organization of the Corporation, for
the election of officers and for the transaction of such other business as may
properly come before the meeting, and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be required to be
given, provided that whenever the time or place of regular meetings shall be
fixed or changed, notice of such action shall be given promptly by mail,
facsimile, telegram, radio, cable, telephone or personal delivery to each
director who shall not have been present at the meeting at which such action was
taken, addressed, sent, delivered or communicated to him at his residence or
usual place of business.

     (b)    SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the direction of the Chairman of the Board, if any, the Vice
Chairman, if any, the President or a majority of the directors then in office,
except that when the Board of Directors consists of one director, then such
director may call a special meeting. Except as otherwise required by law, notice
of each special meeting shall be mailed to each director, addressed to him at
his residence or usual place of business, at least five days before the day on
which such meeting is to be held, or shall be sent to him at such place by
facsimile, telegram, radio or cable, or telephoned or delivered to him
personally, not later than 24 hours before the day on which such meeting is to
be held. Such notice shall state the time and place of such meeting, but need
not state the purpose thereof, unless otherwise required by law, the Certificate
of Incorporation of the Corporation or these By-laws.

     (c)    WAIVER OF NOTICE. Whenever notice is required to be given to the
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.

     (d)    PARTICIPATION BY CONFERENCE CALL. Members of the Board of Directors
may participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.

     Section 2.5. QUORUM; VOTING. Unless the Certificate of Incorporation of the
Corporation provides otherwise, at each meeting of the Board of Directors a
majority of the total number of

                                        5


members of the Board of Directors shall constitute a quorum for the transaction
of business, except that when the Board consists of only one director, then one
director shall constitute a quorum. Unless otherwise required by the Certificate
of Incorporation of the Corporation or these By-laws, a vote of the majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board.

     Section 2.6. ADJOURNMENTS. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting of the Board of Directors to another time
or place shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at such meeting, to
the directors who were present.

     Section 2.7. ORGANIZATION. The Chairman of the Board, or if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President, or any Vice President, or in the absence of all of them, a chairman
appointed by the directors present at such meeting, shall act as chairman at
meetings of directors. The Secretary, or in his absence or disability, any
Assistant Secretary, or in the absence of all of them, a secretary appointed by
the chairman of the meeting, shall act as secretary at all meetings of the Board
of Directors.

     Section 2.8. ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing and
such writing or writings are filed with the minutes of proceedings of the Board.

     Section 2.9. MANNER OF ACTING. A member of the Board of Directors shall, in
the performance of his duties, be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board, or by any other person as to matters the
director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation.

     Section 2.10. RESIGNATION OF DIRECTORS. Any director may resign at any time
upon giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, if any, the Vice Chairman, if any, the President, any
Vice President or the Secretary. Unless otherwise specified in such notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
any such officer, and acceptance of such resignation shall not be necessary to
make it effective.

     Section 2.11. REMOVAL OF DIRECTORS. At any meeting of the stockholders duly
called as provided in these By-laws, any director or directors may be removed
from office, either with or

                                        6


without cause, as provided by law. At such meeting, a successor or successors
may be elected by a plurality of the votes cast, or if any such vacancy is not
so filled, it may be filled by the directors as provided in Section 2.3 of these
By-laws.

     Section 2.12. COMPENSATION OF DIRECTORS. Directors may receive such
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     Section 3.1. DESIGNATION AND POWERS. The Board of Directors may, by a
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. Any such committee, to the extent provided in such resolution
and permitted by law, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; PROVIDED, HOWEVER, that no such committee shall
have the power or authority to (i) amend the Certificate of Incorporation of the
Corporation, except as permitted by law, (ii) adopt an agreement of merger or
consolidation, (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property or assets, (iv)
recommend to the stockholders a dissolution of the Corporation, or a revocation
of a dissolution, or (v) amend the By-laws of the Corporation. Any such
committee, to the extent provided in such resolution, shall have the power and
authority to (i) declare a dividend, (ii) authorize the issuance of stock, or
(iii) adopt a certificate of ownership and merger as permitted by law.

     Section 3.2. TERM OF OFFICE. The term of office of the members of each
committee shall be as fixed from time to time by the Board of Directors, subject
to these By-laws; PROVIDED, HOWEVER, that any committee member who ceases to be
a member of the Board of Directors shall IPSO FACTO cease to be a member of any
committee thereof.

     Section 3.3. ALTERNATE MEMBERS AND VACANCIES. The Board of Directors may
designate one or more directors as alternate members of any committee who, in
the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members or the number of absent or disqualified members exceeds the number of
alternate members who are present at such meeting, then the member or members of
such committee (including alternates)

                                        7


present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member. If any vacancy
shall occur in any committee by reason of death, resignation, disqualification,
removal or otherwise, the remaining member or members of such committee, so long
as a quorum is present, may continue to act until such vacancy is filled by the
Board of Directors.

     Section 3.4. MEETINGS. Each committee shall fix its own rules of procedure,
and shall meet where and as and upon such notice as provided by such rules or by
resolution of the Board of Directors. Each committee shall keep regular minutes
of its proceedings and all actions by each committee shall be reported to the
Board of Directors at its next regular meeting succeeding any such action.
Members of any committee designated by the Board may participate in a meeting of
the committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

     Section 3.5. QUORUM; VOTING. At each meeting of any committee the presence
of a majority of the total number of its members then in office shall constitute
a quorum for the transaction of business; except that when a committee consists
of one member, then one member shall constitute a quorum. A vote of the majority
of committee members present at any meeting of a committee at which a quorum is
present shall be the act of such committee.

     Section 3.6. ADJOURNMENTS. A majority of the members of a committee
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.

     Section 3.7. ACTION OF COMMITTEE WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of any committee designated by the Board of
Directors may be taken without a meeting if all members of such committee
consent thereto in writing and such writing or writings are filed with the
minutes of the proceedings of such committee.

     Section 3.8. MANNER OF ACTING. A member of any committee designated by the
Board of Directors shall, in the performance of his duties, be fully protected
in relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of the Corporation's officers or employees, or other committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

     Section 3.9. RESIGNATION OF COMMITTEE MEMBERS. Any member of a committee
may resign at any time by giving written notice of such resignation to the Board
of Directors, the Chairman of the Board, if any, the Vice Chairman, if any, the
President, any Vice President or the Secretary.

                                        8


Unless otherwise specified in such notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer, and
acceptance of such resignation shall not be necessary to make it effective.

     Section 3.10. REMOVAL OF COMMITTEE MEMBERS. Any member of any committee may
be removed with or without cause at any time by the Board of Directors.

     Section 3.11. COMPENSATION OF COMMITTEE MEMBERS. Committee members may
receive such reasonable compensation for their services as committee members,
whether in the form of salary or a fixed fee for attendance at meetings, with
expenses, if any, as the Board of Directors may from time to time determine.
Nothing contained herein shall be construed to preclude any committee member
from serving the Corporation in any other capacity and receiving compensation
therefor.

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. OFFICERS. The officers of the Corporation shall be a Chairman
of the Board (if elected by the Board of Directors), a Vice Chairman of the
Board (if elected by the Board of Directors), a President, one or more Vice
Presidents (if elected by the Board of Directors), a Secretary, a Treasurer, and
such other officers as may be appointed in accordance with the provisions of
Section 43 of these By-laws.

     Section 4.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 4.3 of these By-laws) shall be elected or appointed by a majority of the
Board of Directors present at any meeting at which such election is held. Unless
otherwise provided in the resolution of election, each officer (whether elected
at the first meeting of the Board of Directors after the annual meeting of
stockholders or to fill a vacancy or otherwise) shall hold his office until the
first meeting of the Board of Directors after the next annual meeting of
stockholders and until his successor shall have been elected and qualified, or
until his earlier death, resignation or removal.

     Section 4.3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors may
from time to time appoint other officers or agents (including, without
limitation one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.

                                        9


     Section 4.4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
elected by the Board of Directors and shall be the chief executive officer. He
shall preside at all meetings of the Board of Directors and stockholders and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. Subject to the direction of the Board of Directors, he shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers and agents. He may sign (which signature
may be a facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. From time to time the Chairman shall report to the Board of
Directors all matters within his knowledge which the interests of the
Corporation may require to be brought to the attention of the directors. He
shall also have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these By-laws.

     Section 4.5. VICE CHAIRMAN. At the request of the Chairman of the Board, if
there is one, or in his absence or disability, the Vice Chairman, if there is
one, shall perform all the duties of the Chairman of the Board and, when so
acting, shall have all the powers of and be subject to all the restrictions on
the Chairman of the Board. The Vice Chairman may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. The Vice Chairman shall also have such other powers and
perform such other duties as may from lime to time be prescribed by the Board of
Directors, the Chairman of the Board or these By-laws.

     Section 4.6. THE PRESIDENT. If there is no Chairman of the Board or Vice
Chairman, or at the request of the Chairman of the Board or the Vice Chairman,
or, in the absence or disability of the Chairman of the Board and the Vice
Chairman, the President shall be the chief executive officer of the Corporation.
Subject to the authority and direction of the Chairman of the Board and the Vice
Chairman, if any, and the Board of Directors, the President shall have all the
powers of and be subject to all the restrictions on the Chairman of the Board,
and shall have charge of the day to day supervision of the business, affairs and
property of the Corporation. The President may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other

                                       10


instruments and documents duly authorized by the Board of Directors, except
where the signing and execution thereof shall be expressly delegated by the
Board of Directors to another officer or agent. The President shall also have
such other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board, the Vice
Chairman or these By-laws.

     Section 4.7. VICE PRESIDENTS. At the request of the President, or in his
absence or disability, the Vice President designated by the Board of Directors
shall perform all the duties of the President and, when so acting, shall have
all the powers of and be subject to all the restrictions on the President. Any
Vice President may also sign (which signature may be a facsimile signature),
with any other officer thereunto duly authorized, certificates representing
stock of the Corporation, the issuance of which shall have been duly authorized,
and may sign (which signature may be a facsimile signature) and execute, in the
name and on behalf of the Corporation, deeds, mortgages, bonds, contracts,
agreements and other instruments and documents duly authorized by the Board of
Directors, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to another officer or agent. Each Vice
President shall have such other powers and perform such other duties as may from
time to time be prescribed by the Board of Directors, the Chairman of the Board,
the Vice Chairman, the President or these By-laws.

     Section 4.8. THE SECRETARY. The Secretary shall:

     (a)    record all the proceedings of meetings of the stockholders, the
Board of Directors, and any committees thereof in a book or books to be kept for
that purpose;

     (b)    cause all notices to be duly given in accordance with the provisions
of these By-laws and as required by law;

     (c)    whenever any committee shall be appointed pursuant to a resolution
of the Board of Directors, furnish the chairman of such committee with a copy of
such resolution;

     (d)    be custodian of the records and the seal of the Corporation, and
cause such seal to be affixed to (or a facsimile to be reproduced on) all
certificates representing stock of the Corporation prior to the issuance thereof
and all instruments the execution of which in the name and on behalf of the
Corporation and under its seal shall have been duly authorized;

     (e)    see that the lists, books, reports, statements, certificates and
other documents and records required by law are properly kept and filed;

     (f)    have charge of the stock and transfer books of the Corporation, and
exhibit such books at all reasonable times to such persons as are entitled by
law to have access thereto;

                                       11


     (g)    sign (which signature may be a facsimile signature), with any other
officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

     (h)    in general, perform all duties incident to the office of Secretary
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these By-laws.

     Section 4.9. ASSISTANT SECRETARIES. At the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary,
the Board of Directors, the Chairman of the Board, the Vice Chairman, or the
President, shall perform all the duties of the Secretary, and, when so acting,
shall have all the powers of and be subject to all the restrictions on the
Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman, the President, the
Secretary or these By-laws.

     Section 4.10. THE TREASURER. The Treasurer shall:

     (a)    have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the Corporation;

     (b)    cause the moneys and other valuable effects of the Corporation to be
deposited in the name and to the credit of the Corporation in such banks or
trust companies, or with such bankers or other depositaries, as shall be
selected in accordance with Section 6.3 of these By-laws, or to be otherwise
dealt with in such manner as the Board of Directors may direct from time to
time;

     (c)    cause the funds of the Corporation to be disbursed by checks or
drafts upon the authorized depositaries of the Corporation, and cause to be
taken and preserved proper vouchers for all moneys disbursed;

     (d)    render to the Board of Directors, the Chairman of the Board, if any,
the Vice Chairman, if any, and/or the President, whenever requested, a statement
of the financial condition of the Corporation and of all of his transactions as
Treasurer;

     (e)    cause to be kept at the Corporation's principal office correct books
of account of all of the Corporation's business and transactions and such
duplicate books of account as he shall determine and, upon application, cause
such books or duplicates thereof to be exhibited to any director;

                                       12


     (f)    be empowered, from time to time, to require from the officers or
agents of the Corporation reports or statements giving such information as he
may desire or deem appropriate with respect to any or all financial transactions
of the Corporation;

     (g)    sign (which signature may be a facsimile signature), with any other
officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

     (h)    in general, perform all duties incident to the office of Treasurer
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these By-laws.

     Section 4.11. ASSISTANT TREASURER. At the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer designated by the Treasurer,
the Board of Directors, the Chairman of the Board, if any, the Vice Chairman, if
any, or the President shall perform all the duties of the Treasurer, and, when
so acting, shall have all the powers of and be subject to all the restrictions
on the Treasurer. Each Assistant Treasurer shall have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman, the President, the
Treasurer or these By-laws.

     Section 4.12. RESIGNATIONS. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the Vice Chairman, the President, any Vice President or the
Secretary. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary for it to
be effective.

     Section 4.13. REMOVAL. Any officer specifically designated in Section 4.1
of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors then
in office. Any officer or agent appointed pursuant to the provisions of Section
4.3 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors
present at such meeting or at any time by any superior officer or agent upon
whom such power of removal shall have been conferred by the Board of Directors.

     Section 4.14. VACANCIES. Any vacancy in any office (whether by reason of
death, resignation, removal, disqualification or otherwise) shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular elections or appointments to such office.

                                       13


     Section 4.15. COMPENSATION The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed pursuant to the
provisions of Section 4.3 of these By-laws. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

     Section 4.16. BONDING The Corporation may secure the fidelity of any or all
of its officers or agents by bond or otherwise.

                                    ARTICLE V

                                 INDEMNIFICATION

     The Corporation shall indemnify, in the manner and to the fullest extent
permitted by applicable law, any person (or the estate of any person) who was or
is a party to, or is threatened to be made a party to, any threatened, pending
or completed action, suit or proceeding, whether or not by or in the right of
the Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer,
employee, fiduciary or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee, fiduciary, employee
or agent of another corporation, partnership, joint venture, .trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding. To the extent and in the manner
provided by applicable law, any such expenses may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding. Unless
otherwise permitted by applicable law, the indemnification provided for herein
shall be made only as authorized in the specific case upon a determination, made
in the manner provided by applicable law, that indemnification of such director,
officer, employee or agent is proper in the circumstances. The Corporation may,
to the fullest extent permitted by applicable law, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability which may be
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law. The indemnification
and advancement of expenses provided for herein shall not be deemed to limit the
right of the Corporation to indemnify or make advances to any other person for
any expenses (including attorneys' fees), judgments, fines or other amounts to
the fullest extent permitted by applicable law, nor shall they be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                                       14


                                   ARTICLE VI

             EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

     Section 6.1. EXECUTION OF INSTRUMENTS GENERALLY. Subject to the approval of
the Board of Directors, the Chairman of the Board, the Vice Chairman, the
President, any Vice President, the Secretary or the Treasurer may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any officer or officers or
agent or agents to enter into any contract or execute and deliver any instrument
in the name and on behalf of the Corporation, and such authorization may be
general or confined to specific instances.

     Section 6.2. BORROWING. No loans or advances shall be obtained or
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors. Such authorization may be general or confined to specific
instances. Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances for the Corporation, and in connection with such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. Any officer or agent of the
Corporation so authorized may pledge, hypothecate or transfer as security for
the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation any and all stocks, bonds, other securities and other personal
property at any time held by the Corporation, and to that end may endorse,
assign and deliver the same and do every act and thing necessary or proper in
connection therewith.

     Section 6.3. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors may from time to time determine.

     Section 6.4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

     Section 6.5. PROXIES. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board, the Vice Chairman, the President,

                                       15


or any Vice President, or by any other person or persons thereunto authorized by
the Board of Directors.

                                   ARTICLE VII

                                      STOCK

     Section 7.1. FORM AND EXECUTION OF CERTIFICATES. The shares of capital
stock of the Corporation shall be represented by certificates in the form
approved by the Board of Directors from time to time. The certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, the
Vice Chairman, the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificates may be facsimile signatures. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     Section 7.2. REGULATIONS. The Board of Directors may make such rules and
regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

     Section 7.3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     The corporate seal shall be circular in form, shall bear the name of the
Corporation and words and figures denoting its organization under the laws of
the State of Delaware and the year thereof, and otherwise shall be in such form
as shall be approved from time to time by the Board of Directors.

                                       16


                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on the last day of December in
each year or such other day as the Board of Directors may determine by
resolution.

                                    ARTICLE X

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed, or new By-laws may be
adopted, byt the Board of Directors at any regular or special meeting by the
affirmative vote of the Board. By-laws adopted by the Board of Directors may be
altered, amended or repealed by the stockholders of the Corporation.

                                       17

EX-3.31

                                                                    EXHIBIT 3.31

                                                       STATE OF DELAWARE
                                                      SECRETARY OF STATE
                                                   DIVISION OF CORPORATIONS
                                                   FILED 09:00 AM 03/09/1998
                                                      981089537 - 2868762

                          CERTIFICATE OF INCORPORATION

                                       OF

                             AMERIPATH NY LABS INC.

                                    ARTICLE I.

                                      NAME

     The name of the corporation is AMERIPATH NY LABS, INC. (hereinafter called
the "Corporation").

                                   ARTICLE II.

                           REGISTERED AGENT AND OFFICE

     The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington 19805, County of New Castle and the name
of its registered agent at such address is Corporation Service Company.

                                  ARTICLE III.

                                     PURPOSE

     The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                                   ARTICLE IV.

                                  CAPITAL STOCK

     The aggregate number of shares of capital stock which the Corporation shall
have the authority to issue is 100 shares of Common Stock, par value $0.01 per
share.

     All shares of Common Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges:

     A.     VOTING RIGHTS. Except as otherwise required by law, all rights to
            vote and all voting power shall be vested exclusively in the holders
            of the Common Stock.

                                       -1-


     B.     DIVIDENDS. The holders of the Common Stock shall to entitled to
            receive when, as and if declared by the Board of Directors, out of
            funds legally available therefor, dividends payable in cash, stock
            or otherwise.

     C.     LIQUIDATING DISTRIBUTIONS. Upon any liquidation, dissolution or
            winding-up of the Corporation, whether voluntary or involuntary, the
            remaining net assets of the Corporation shall be distributed pro
            rata to the holders of the Common Stock in accordance with their
            respective rights and interests.

                                   ARTICLE V.

                                    DIRECTORS

     The Corporation's Board of Directors shall consist of not fewer than one
(1) nor more then five (5) directors, and shall initially consist of two (2)
directors. The number of directors within these limits may be increased or
decreased from time to time as provided in the Bylaws of the Corporation. The
names of the initial Directors of the Corporation are as follows:

                                 Robert P. Wynn
                                  James C. New

                                   ARTICLE VI.

                                     BYLAWS

     In furtherance and not in limitation of the powers conferred by the laws of
the State of Delaware:

     A.     The Board of Directors of the Corporation is expressly authorized
            to adopt, amend or repeal the Bylaws of the Corporation.

     B.     Elections of Directors need not be by written ballot unless the
            Bylaws of the Corporation shall so provide.

     C.     The books of the Corporation may be kept at such place within or
            without the State of Delaware as the Bylaws of the Corporation may
            provide or as may be designated from time to time by the Board of
            Directors of the Corporation.

     D.     Any action required or permitted to be taken at any meeting of
            the Board of Directors, may be taken without meeting only if all of
            the Directors consent thereto in writing.

                                       -2-


                                  ARTICLE VII.

                             LIMITATION OF LIABILITY

     No director shall be personally liable to the Corporation or the holders of
shares of capital stock for monetary damages for breach of fiduciary duty as a
director, except (i) for any breach of the duty of loyalty of such director to
the Corporation or such holders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of Delaware, or (iv) for any
transaction from which such director derives an improper personal benefit. No
amendment to or repeal of this provision shall apply to or have any effect on
the liability of alleged liability of any Director for or with respect to any
acts or omissions of such Director occurring prior to such amendment or repeal.
If the Law .of the Corporation's state of incorporation is hereafter amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a Director of this Corporation
shall be eliminated or limited to the fullest extent then permitted. No repeal
or modification of this Article VII shall adversely affect any right of or
protection afforded to a Director of the Corporation existing immediately prior
to such repeal or modification.

                                  ARTICLE VIII.

                                 INDEMNIFICATION

     This Corporation shall indemnify and may advance expenses to its Officers
and Director to the fullest extent permitted by law in existence either now or
hereafter in effect. Without limiting the generality of the foregoing, the
Bylaws may provide for indemnification and advancement of expenses to the
Corporation's Officers, Directors, employees and agents on such terms and
conditions as the Board of Directors may from time to time deem appropriate or
advisable.

                                   ARTICLE IX.

                                  INCORPORATOR

     The name of the incorporator is Keith Wasserstrom and the address of the
incorporator is 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.

                                       -3-


                                   ARTICLE X.

                                   AMENDMENTS

     Except as provided herein, from time to time any of the provisions of this
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of that
Article IX.

     IN WITNESS WHEREOF, the undersigned, being the Incorporator named above,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, has signed this Certificate of Incorporation this 9th
day of March, 1998.


                                                /s/ Keith Wasserstrom
                                                --------------------------------
                                                KEITH WASSERSTROM, Incorporator

                                       -4-


                                                         STATE OF DELAWARE
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                    FILED 09:00 AM 03/09/1998
                                                       981089537 - 2868762

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             AMERIPATH NY LABS, INC.

     AMERIPATH NY LABS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY;

          FIRST:   That the Board of Directors of said corporation, by unanimous
written consent, adopted the following resolution:

     RESOLVED, that the Certificate of Incorporation of the corporation be
     amended by changing Article I so that, as amended, said Article shall be
     and read as follows:

                                   "ARTICLE I

                                      NAME

          The name of the corporation is AmeriPath New York, Inc."

          SECOND: That the said amendment has been consented to and authorized
     by the holder of all of the issued and outstanding stock entitled to vote
     by a written consent given in accordance with the provisions of Section 228
     of the General Corporation Law of the State of Delaware.

          THIRD: That the aforesaid amendment was duly adopted in accordance
     with the applicable provisions of Sections 242 and 228 of the General
     Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF said corporation has caused this Certificate to be
     signed by its Secretary this 15th of March, 1999.

                                                /s/ Robert P. Wynn
                                                --------------------------------
                                                Robert P. Wynn, Secretary



                                SECOND AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                            AMERIPATH NEW YORK, INC.

               (Under Section 242 of the General Corporation Law)

     Pursuant to the provisions of Section 242 of the General Corporation Law of
the State of Delaware (the "GCL"), AmeriPath New York, Inc. (the "Corporation")
hereby certifies as follows;

     FIRST:     The Certificate of Incorporation was filed with the Delaware
Secretary of State on March 9, 1998. On March 17, 1999 a First Amendment to the
Certificate of Incorporation of the Corporation was filed with the Delaware
Secretary of State to change the name of Ameripath NY Labs, Inc. to AmeriPath
New York, Inc. (the Certificate of Incorporation of the Corporation, as so
amended, the "Certificate").

     SECOND:    Article III of the Certificate is hereby amended to change the
purposes of the Corporation to include the power to own and operate a clinical
laboratory pursuant to the New York Public Health Law 575 and to operate an
accredited dermatopathology fellowship training program so that it shell
henceforth read in its entirety as Follows:

                                  "ARTICLE III
                                     PURPOSE

     The purposes for which the Corporation is formed is to: (i) own and operate
     one or more clinical laboratories pursuant to the New York Public Health
     Law Section 575 ET SEQ., (ii) operate an accredited dermatopathology
     fellowship training program, and (iii) further to engage in any lawful act
     or activity for which corporations may be organized under the General
     Corporation Law of Delaware, provided, however, that nothing herein shall
     authorize the Corporation to; (a) operate or maintain an institution of
     higher learning or to grant general degrees, (b) engage in the practice of
     the profession of medicine or any other profession required to be licensed
     by Title VIII of the New York Education Law except to the extent consistent
     with the operation of a clinical laboratory, and (C) provide professional
     training required for admission to the profession of medicine or any other
     profession subject to licensure under Title VIII of the New York Education
     Law."

     THIRD:     The foregoing amendment to the Certificate was duly by the Board
of Directors and the stockholders of the Corporation in accordance with the
provisions of Section 228 and Section 242 of the GCL.



     IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the
Certificate of Incorporation to be executed this 10th day of JANUARY 2000, by an
officer thereunto duly authorized.

                                             AMERIPATH NEW YORK, INC.


                                             By:/s/ Robert P. Wynn
                                                -----------------------------
                                                Name:  Robert P. Wynn
                                                Title: Executive Vice President
                                                       and Secretary

EX-3.32

                                                                    EXHIBIT 3.32

                                     BYLAWS

                                       OF

                             AMERIPATH NY LABS, INC.

                            (A DELAWARE CORPORATION)



                                TABLE OF CONTENTS



                                                                        PAGE NO.
                                                                            
ARTICLE 1    OFFICES...........................................................1
     Section 1.1    Registered Office..........................................1
     Section 1.2    Other Offices..............................................1

ARTICLE 2    MEETINGS OF STOCKHOLDERS..........................................1
     Section 2.1.   Place......................................................1
     Section 2.2.   Time of Annual Meeting.....................................1
     Section 2.3    Call of Special Meetings...................................1
     Section 2.4    Conduct of Meetings........................................1
     Section 2.5    Notice and Waiver of Notice................................2
     Section 2.6    Business of Special Meeting................................2
     Section 2.7    Quorum.....................................................2
     Section 2.8    Required Vote..............................................2
     Section 2.9    Voting of Shares...........................................2
     Section 2.10   Proxies....................................................3
     Section 2.11   Stockholder List...........................................3
     Section 2.12   Action Without Meeting.....................................3
     Section 2.13   Fixing Record Date.........................................3
     Section 2.14   Inspectors and Judges......................................4

ARTICLE 3    DIRECTORS ........................................................4
     Section 3.1    Number, Election and Term..................................4
     Section 3.2    Vacancies..................................................4
     Section 3.3    Powers.....................................................5
     Section 3.4    Place of Meetings..........................................5
     Section 3.5    Annual Meeting.............................................5
     Section 3.6    Regular Meetings...........................................5
     Section 3.7    Special Meetings and Notice................................5
     Section 3.8    Quorum and Required Vote ..................................5
     Section 3.9    Action Without Meeting.....................................5
     Section 3.10   Telephone Meetings.........................................6
     Section 3.11   Committees.................................................6
     Section 3.12   Compensation of Directors..................................6
     Section 3.13   Chairman of the Board......................................6

ARTICLE 4    OFFICERS..........................................................6
     Section 4.1    Positions..................................................6
     Section 4.2    Election of Specified Officers by Board....................7
     Section 4.3    Election or Appointment of Other Officers..................7
     Section 4.4    Salaries...................................................7


                                      -ii-


                                                                           
     Section 4.5    Term.......................................................7
     Section 4.6    President..................................................7
     Section 4.7    Vice Presidents............................................7
     Section 4.8    Secretary..................................................7
     Section 4.9    Treasurer..................................................8

ARTICLE 5    CERTIFICATES FOR SHARES...........................................8
     Section 5.1    Issue of Certificates......................................8
     Section 5.2    Legends for Preferences and Restrictions on Transfer.......8
     Section 5.3    Facsimile Signatures.......................................9
     Section 5.4    Lost Certificates..........................................9
     Section 5.5    Transfer of Shares.........................................9
     Section 5.6    Registered Stockholders....................................9

ARTICLE 6    INDEMNIFICATION.  ...............................................10
     Section 6.1    Third Party Actions.......................................10
     Section 6.2    Derivative Actions........................................10
     Section 6.3    Expenses..................................................10
     Section 6.4    Authorization ............................................10
     Section 6.5    Advance Payment of Expenses...............................11
     Section 6.6    Non-Exclusiveness.........................................11
     Section 6.7    Insurance.................................................11
     Section 6.8    Constituent Corporations..................................11
     Section 6.9    Additional Indemnification................................11

ARTICLE 7    EXECUTION OF PAPERS..............................................12

ARTICLE 7    GENERAL PROVISIONS...............................................12
     Section 7.1    Dividends.................................................12
     Section 7.2    Reserves..................................................12
     Section 7.3    Checks....................................................12
     Section 7.4    Fiscal Year...............................................12
     Section 7.5    Seal......................................................12

ARTICLE 9    AMENDMENTS OF BYLAWS.............................................12



                                      -iii-


                             AMERIPATH NY LABS. INC.

                                     BYLAWS

                                    ARTICLE 1

                                     OFFICES

     Section 1.1   REGISTERED OFFICE. The registered office of AMERIPATH NY
LABS, INC., a Delaware corporation (the "Corporation"), shall be located in the
City of Wilmington, State of Delaware.

     Section 1.2   OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                    ARTICLE 2

                            MEETINGS OF STOCKHOLDERS

     Section 2.1   PLACE. All annual meetings of stockholders shall be held at
such place, within or without the State of Delaware, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of stockholders may be held at such
place, within or without the State of Delaware, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     Section 2.2   TIME OF ANNUAL MEETING. Annual meetings of stockholders shall
be held on such date and at such time fixed, from time to time, by the Board of
Directors, provided, that there shall be an annual meeting held every calendar
year at which the stockholders shall elect a board of directors and transact
such other business as may properly be brought before the meeting.

     Section 2.3   CALL OF SPECIAL MEETINGS. Special meetings of the
stockholders may be called by the President, the Board of Directors or by the
Secretary on the written request of the holders of not less than a majority of
all shares entitled to vote at the meeting.

     Section 2.4   CONDUCT OF MEETINGS. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of stockholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.



     Section 2.5   NOTICE AND WAIVER OF NOTICE. Written or printed notice
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the day of
the meeting, either personally or by first-class mail, by or at the direction of
the President, the Secretary, or the officer or person calling the meeting, to
each stockholder of record entitled to vote at such meeting. If the notice is
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the stockholder at his address as it appears on the
stock transfer books of the Corporation, with postage thereon prepaid. If a
meeting is adjourned to another time and/or place, and if an announcement of the
adjourned time and/or place is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting or if the
adjournment is for more than 30 days. Notice need not be given to any
stockholder who submits a written waiver of notice by him before or after the
time stated therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when a stockholder attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice.

     Section 2.6   BUSINESS OF SPECIAL MEETING. Business transacted at any
special meeting shall be confined to the purposes stated in the notice thereof.

     Section 2.7   QUORUM. The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of stockholders except as otherwise provided in the Corporation's certificate of
incorporation (the "Certificate of Incorporation"). If, however, a quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders present in person or represented by proxy shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally notified
and called. The stockholders present at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of some stockholders prior to
adjournment, but in no event shall a quorum consist of the holders of less than
one-third (1/3) of the shares entitled to vote and thus represented at such
meeting.

     Section 2.8   REQUIRED VOTE. The vote of the holders of a majority of the
shares entitled to vote and represented at a meeting at which a quorum is
present shall be the act of the Corporation's stockholders, unless the vote of a
greater number is required by law, the Certificate of Incorporation, or these
Bylaws.

     Section 2.9   VOTING OF SHARES. Each outstanding share, regardless of
class, shall be entitled to vote on each matter submitted to a vote at a meeting
of stockholders, except to the extent that the voting rights of the shares of
any class are limited or denied by the Certificate of Incorporation or the
General Corporation Law of Delaware.

                                       -2-


     Section 2.10  PROXIES. A stockholder may vote in person or by proxy
executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No proxy shall be voted or acted upon after three (3) years
from the date of its execution unless otherwise provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be irrevocable,
and unless otherwise made irrevocable by law.

     Section 2.11  STOCKHOLDER LIST. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number and class and series, if any, of shares held
by each. Such list, for a period often (10) days prior to such meeting, shall be
subject to inspection by any stockholder at any time during the usual business
hours at the place where the meeting is to be held. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer book or to vote at any
such meeting of stockholders.

     Section 2.12  ACTION WITHOUT MEETING. Any action required by the General
Corporation Law of Delaware to be taken at a meeting of stockholders, or any
action that may be taken at a meeting of the stockholders, may be taken without
a meeting or notice if a consent, or consents, in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted with respect to the subject matter thereof, and such consent
shall be delivered to the Corporation by delivery to its registered office, its
principal place of business, or an officer or agent of the Corporation, having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or certified mail, return receipt requested. Such consent shall have the same
force and effect as a vote of stockholders taken at such a meeting.

     Section 2.13  FIXING RECORD DATE. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days, and, in case of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section, such determination shall

                                       -3-


apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

     Section 2.14  INSPECTORS AND JUDGES. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

                                    ARTICLE 3

                                    DIRECTORS

     Section 3.1   NUMBER, ELECTION AND TERM. The number of directors of the
Corporation shall be fixed from time to time, within the limits specified by the
Certificate of Incorporation, by resolution of the Board of Directors; provided,
however, no director's term shall be shortened by reason of a resolution
reducing the number of directors. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.2 of this Article,
and each director elected shall hold office until the next annual meeting of
stockholders at which time his successor shall be elected or until his earlier
resignation, removal from office or death. Directors need not be residents of
the State of Delaware, stockholders of the Corporation or citizens of the United
States. Unless provided otherwise by law, any director may be removed at any
time, with or without cause, at a special meeting of the stockholders called for
that purpose.

     Section 3.2   VACANCIES. A director may resign at any time by giving
written notice to the Board of Directors or the Chairman of the Board. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any
vacancy occurring in the Board of Directors and any directorship to be filled by
reason of an increase in the size of the Board of Directors shall be filled by
the affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors, or may be filled by an election at an annual
or special meeting of the stockholders called for that purpose. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, or until the next election of one or more directors by
stockholders if the vacancy is caused by an increase in the number of directors.

                                       -4-


     Section 3.3   POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised and done by the stockholders.

     Section 3.4   PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Delaware.

     Section 3.5   ANNUAL MEETING. The first meeting of each newly elected Board
of Directors shall be held, without call or notice, immediately following each
annual meeting of stockholders.

     Section 3.6   REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

     Section 3.7   SPECIAL MEETINGS AND NOTICE. Special meetings of the Board of
Directors may be called by the President and shall be called by the Secretary on
the written request of any two directors (or by one director if there are only
two directors). Written notice of special meetings of the Board of Directors
shall be given to each director at least twenty-four (24) hours before the
meeting. Except as required by statute, neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered personally or mailed to the
directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be received.
Notice to directors may also be given by telegram, and shall be deemed delivered
when the same shall be deposited at a telegraph office for transmission and all
appropriate fees therefor have been paid. Whenever any notice is required to be
given to any director, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

     Section 3.8   QUORUM AND REQUIRED VOTE. A majority of the directors shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally notified and called.

     Section 3.9   ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of

                                       -5-


Directors or the committee, as the case may be, and such consent shall have the
same force and effect as a unanimous vote at a meeting.

     Section 3.10  TELEPHONE MEETINGS. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meetings shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground the meeting is not lawfully called or convened.

     Section 3.11  COMMITTEES. The Board of Directors, by resolution adopted by
a majority of the whole Board of Directors, may designate from among its members
an executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Vacancies in the membership of a committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors.
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

     Section 3.12  COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     Section 3.13  CHAIRMAN OF THE BOARD. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
stockholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.

                                    ARTICLE 4

                                    OFFICERS

     Section 4.1   POSITIONS. The officers of the Corporation shall consist of
a President, a Secretary and a Treasurer, and, if elected by the Board of
Directors by resolution, a Chairman of the Board and one or more Vice
Presidents. Any two or more offices may be held by the same person.

                                       -6-


     Section 4.2   ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
elect a President, a Secretary and a Treasurer and may elect one or more Vice
Presidents and a Chairman of the Board.

     Section 4.3   ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the President of the Corporation. The Board of Directors
shall be advised of appointments by the President at or before the next
scheduled Board of Directors meeting.

     Section 4.4   SALARIES. The salaries of all officers of the Corporation to
be elected by the Board of Directors pursuant to Section 4.2 of this Article
shall be fixed from time to time by the Board of Directors or pursuant to its
discretion The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his direction.

     Section 4.5   TERM. The officers of the Corporation shall hold office until
the regular meeting of the Board of Directors following the annual election of
directors in the next subsequent year and at which time his successor shall be
duly elected, or until his earlier resignation, removal from office or death.
Any officer or agent elected or appointed by the Board of Directors or the
President of the Corporation may be removed, with or without cause, by the Board
of Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officers or agents appointed by
the President of the Corporation pursuant to Section 4.3 of this Article may
also be removed from such officer positions by the President, with or without
cause. Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors, or,
in the case of an officer appointed by the President of the Corporation, by the
Board of Directors.

     Section 4.6   PRESIDENT. The President shall be the chief executive officer
of the Corporation and shall have general and active management of the business
and affairs of the Corporation subject to the direction of the Board of
Directors. The President shall see to it that all orders and resolutions of the
Board are carried into effect. In the absence of the Chairman of the Board or in
the event the Board of Directors shall not have designated a Chairman of the
Board, the President shall preside at all meetings of the Board of Directors and
stockholders.

     Section 4.7   VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors shall prescribe or as the President may
from time to time delegate.

     Section 4.8   SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be

                                       -7-


given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be. He
shall keep in safe custody the seal of the Corporation and, when authorized by
the Board of Directors, affix the same to any instrument requiring it.

     Section 4.9   TREASURER. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the President and the Board of Directors at its regular meetings or when the
Board of Directors so requires an account of all his transactions as treasurer
and of the financial condition of the Corporation.

                                    ARTICLE 5

                             CERTIFICATES FOR SHARES

     Section 5.1   ISSUE OF CERTIFICATES. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by, or in the name of the Corporation
by the chairman or vice- chairman of the Board of Directors, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.

     Section 5.2   LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the Corporation shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

          A written restriction on the transfer or registration of transfer of a
security of the Corporation, if permitted by law and noted conspicuously on the
certificate representing the security may be enforced against the holder of the
restricted security or any successor or

                                       -8-


transferee of the holder including an executor, administrator, trustee, guardian
or other fiduciary entrusted with like responsibility for the person or estate
of the holder. Unless noted conspicuously on the certificate representing the
security, a restriction, even though permitted by law, is ineffective except
against a person with actual knowledge of the restriction. If the Corporation
issues any shares that are not registered under the Securities Act of 1933, as
amended, and registered or qualified under the applicable state securities laws,
the transfer of any such shares shall be restricted substantially in accordance
with the following legend:

          "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
     SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES
     ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN
     OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE
     CORPORATION) THAT REGISTRATION IS NOT REQUIRED."

     Section 5.3   FACSIMILE SIGNATURES. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of the issue.

     Section 5.4   LOST CERTIFICATES. The Corporation may issue a new
certificate of stock in place of any certificate therefore issued by it, alleged
to have been lost, stolen or destroyed, and the Corporation may require the
owner of the lost, stolen, or destroyed certificate, or his legal representative
to give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

     Section 5.5   TRANSFER OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

     Section 5.6   REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                       -9-


                                    ARTICLE 6

                                 INDEMNIFICATION

     Section 6.1   THIRD PARTY ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer; employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 6.2   DERIVATIVE ACTIONS. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation; or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 6.3   EXPENSES. To the extent that a director, officer, employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2 of
this Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 6.4   AUTHORIZATION. Any indemnification under Sections 6.1 and 6.2
of this Article (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or

                                      -10-


agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Sections 6.1 and 6.2. Such determination shall be made
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (c) by the stockholders.

     Section 6.5   ADVANCE PAYMENT OF EXPENSES. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such officer or director to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article 6. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

     Section 6.6   NON-EXCLUSIVENESS. The indemnification provided by this
Article 6 shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 6.7   INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article 6.

     Section 6.8   CONSTITUENT CORPORATIONS. The Corporation shall have power to
indemnify any person who is or was a director, officer, employee or agent of a
constituent corporation absorbed in a consolidation or merger with this
Corporation or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, in the same manner as hereinabove
provided for any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.

     Section 6.9   ADDITIONAL INDEMNIFICATION. In addition to the foregoing
provisions of this Article 6, the Corporation shall have the power, to the full
extent provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorney's fees) if
such person is determined (in the manner prescribed in Section 6.4

                                      -11-


of this Article) to have acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interest of the Corporation.

                                    ARTICLE 7

                               EXECUTION OF PAPERS

     Except as otherwise provided in these Bylaws or as the Board of Directors
may generally or in particular cases otherwise determine, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other instruments
authorized to be executed on behalf of the Corporation shall be executed by the
President or the Treasurer.

                                    ARTICLE 8

                               GENERAL PROVISIONS

     Section 8.1   DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Certificate of Incorporation.

     Section 8.2   RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     Section 8.3   CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 8.4   FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by the Board of Directors and by resolution of the Board of Directors may
be changed from time to time.

     Section 8.5   SEAL. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

                                    ARTICLE 9

                              AMENDMENTS OF BYLAWS

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.

                                      -12-

EX-3.33

                                                                    EXHIBIT 3.33

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         AMERIPATH NORTH CAROLINA, INC.

     The undersigned corporation for the purpose of amending and restating its
Articles of Incorporation and pursuant to the provisions of Section 55-10-07 of
the General Statutes of North Carolina, hereby executes the following Amended
and Restated Articles of Incorporation:

     1.   The name of the corporation is: AMERIPATH NORTH CAROLINA, INC.

     2.   The number of shares the corporation is authorized to issue is:
          10,000, all of one class, with a par value of $10.00 per share.

     3.   The street address and county of the registered office of the
          corporation is: 327 Hillsborough Street, Raleigh, North Carolina, Wake
          County.

     4.   The name of the registered agent is: Corporation Service Company.

     5.   The purposes for which the corporation is organized and existing
          are as follows:

               (a) To engage in the business of providing physician practice
               management services, and any and all businesses permitted under
               the General Statutes of North Carolina.

               (b) To own or lease real or personal property conducive to
               carrying out the business of the corporation not prohibited by
               law.

     6.   The stockholders and incorporator shall not be liable for any
          debts, defaults, obligations, contracts or torts of the corporation.

     7.   These amended and restated Articles of Incorporation shall be
          effective upon the filing with the North Carolina Secretary of State.

     Dated this 30th day of March, 1999.

                                           /s/ Robert P. Wynn
                                           ------------------------------
                                           Robert P. Wynn, Vice President

EX-3.34

                                                                    EXHIBIT 3.34

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                         AMERIPATH NORTH CAROLINA, INC.
                         (a North Carolina corporation)

                                   ----------

                                    ARTICLE I

                                  SHAREHOLDERS

          1. SHARE CERTIFICATES. Certificates, evidencing fully-paid shares of
the AmeriPath North Carolina, Inc. (the "Corporation") shall set forth thereon
the statements prescribed by Section 55-6-25 of the North Carolina Business
Corporation Act ("Business Corporation Art") and by any other applicable
provision of law and shall be signed, either manually or in facsimile, by any
two of the following officers: the President, a Vice-President, the Secretary,
an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by any two
officers designated by the Board of Directors, and may bear the corporate seal
or its facsimile. If a person who signed in any capacity, either manually or in
facsimile, a share certificate no longer holds office when the certificate is
issued, the certificate is nevertheless valid.

          2. FRACTIONAL SHARES OR SCRIP. The Corporation may issue fractions
of a share or pay in money the value of fractions of a share, arrange for
disposition of fractional shares by the shareholders and issue scrip in
registered or bearer form entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each certificate
representing scrip must be conspicuously labeled "scrip" and must contain the
information required by subsection (b) of Section 55-6-25 of the Business
Corporation Act. The holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to receive dividends,
and to participate in the distribution of the assets of the Corporation upon
liquidation. The holder of scrip is not entitled to any of these rights
unless the scrip provides for them. The Board of Directors may authorize the
issuance of scrip subject to any condition considered desirable, including
(a) that the scrip will become void if not exchanged for full shares before a
specified date; and (b) that the shares for which the scrip is exchangeable
may be sold and the proceeds paid to the scripholders.

          3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the Articles of
Incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law or these
Bylaws, the person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation;
provided, that whenever any transfer of shares shall be made for



collateral security, and not absolutely, such fact, if disclosed to the
Secretary of the Corporation, shall be so expressed in the entry of transfer.

          4. RECORD DATE FOR SHAREHOLDERS. In order the determine the
shareholders who are entitled to notice of a shareholders' meeting, to demand a
special meeting, to vote, or to take any other action, the Board of Directors of
this Corporation may fix a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy days before the
meeting or action requiring such determination of shareholders. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original meeting.

          5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Business Corporation Act confers such rights notwithstanding that the Articles
of Incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

          6. SHAREHOLDER MEETING.

          - TIME. The annual meeting shall be held on the date fixed from time
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.

          - PLACE. Annual meetings and special meetings shall he held at such
place in or out of the State of North Carolina as the directors shall from time
to time fix.

          - CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, if any, the Vice-Chairman of the Board, if any, the
President, or the Secretary or by any officer instructed by the directors or the
President to call the meeting. Special meetings may be called in like manner.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation
shall notify shareholders of the date, time, and place of each annual and
special shareholders' meeting. Such notice shall be no fewer than ten nor more
than sixty days before the meeting date. Unless the Business Corporation Act or
the Articles of Incorporation require otherwise, notice of an annual meeting
need not include a description of the purpose or purposes for which the meeting
is called. Notice of a special meeting must include a description of the purpose
or purposes for which the meeting is called. Unless the Business

                                        2


Corporation Act or the Articles of Incorporation require otherwise, the
corporation is required to give notice only to shareholders entitled to vote at
the meeting. A shareholder may waive any notice required by the Business
Corporation Act, the Articles of Incorporation or the Bylaws before or after the
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the corporation for
inclusion in the minutes or filing with the corporate records. A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter before it is voted upon.

          - VOTING LIST FOR MEETING. After fixing a record date for a meeting,
the corporation shall prepare an alphabetical list of the names of all its
shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. A shareholder, or his agent or
attorney, is entitled on written demand to inspect and, subject to the
requirements of subsection (c) of Section 55-16-02 of the Business Corporation
Act, to copy the list, during regular business hours and at his expense, during
the period it is available for inspection. The Corporation shall make the
shareholders list available at the meeting, and any shareholder, or his agent,
or attorney, is entitled to inspect the list at any time during the meeting or
any adjournment.

          - CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the chairman of the meeting
shall appoint a secretary of the meeting.

          - PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. A telegram, telex, facsimile, or other form of wire or
wireless communication appearing to have been transmitted by a shareholder, or a
photocopy or equivalent reproduction of a writing appointing one or more
proxies, shall be deemed a valid appointment form. An appointment of a proxy is
effective when received by the Secretary or other officer or agent authorized to
tabulate votes. An appointment is valid for eleven months, unless a different
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.

                                        3


          - SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
Exhibit 3.32 nominee is recognized by the corporation as a shareholder. The
extent of this recognition may be determined in the procedure.

          - QUORUM. Unless the Articles of Incorporation or the Business
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter, except that, in the absence of a quorum at the opening of
any meeting of shareholders, such meeting may be adjourned from time to time by
the vote of a majority of the shares voting on the motion to adjourn. Shares
entitled to vote as a separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect to that matter.
Once a share is represented for any purpose at a meeting, it is deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting.

          - VOTING. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action unless
the articles of incorporation, a Bylaw adopted by the shareholders, or the
Business Corporation Act requires a greater number of affirmative votes.

          7. ACTION WITHOUT MEETING. Any action required of permitted by the
provisions of the Business Corporation Act to be taken at a shareholders'
meeting may be taken without a meeting, if one or more written consents are
signed by all the shareholders before or after such action, describing the
action taken, are delivered to the corporation for inclusion in the minutes or
filing with the Corporate records. If the Business Corporation Act requires that
notice of proposed action be given to nonvoting shareholders and the action is
to be taken by unanimous consent of the voting shareholders, the corporation
must give its nonvoting shareholders written notice of the proposed action at
least ten days before the action is taken. The notice must contain or be
accompanied by the same material that, under the Business Corporation Act, would
have been required to be sent to nonvoting shareholders in a notice of a meeting
at which the proposed action would have been submitted to the shareholders for
action.

                                   ARTICLE II

                               BOARD OF DIRECTORS

          1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.

          2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of North Carolina. The
initial Board of

                                        4


Directors short consist of three (3) persons, which shall be the number of
directors until changed. Thereafter, the number of directors shall not be less
than three (3) nor more than five (5). The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or, unless the Articles of Incorporation or an agreement valid under Section
55-7-31 shall otherwise provide, by the Board of Directors. If not so fixed, the
number shall be three (3). The number of directors shall never be less than one.
After shares are issued, only the shareholders may change the range for the size
of the Board of Directors or change from a fixed to a variable-range Board or
vice versa.

          3. TERMS AND VACANCIES. The terms of the initial directors of the
Corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election unless their terms are staggered
under Section 55-8-06 of the Business Corporation Act. A decrease in the number
of directors does not shorten an incumbent director's term. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected and qualifies or
until there is a decrease in the number of directors. If a vacancy occurs on the
Board of Directors, including without limitation, a vacancy resulting from an
increase in the number of directors or from the failure by the shareholders to
elect the full authorized number of directors, the shareholders or the Board of
Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all the directors, or by the
sole director, remaining in office. If the vacant office was held by a director
elected by a voting group of shareholders, only the remaining director or
directors elected by that voting group or the holders of shares of that voting
group are entitled to fill the vacancy.

          4. MEETINGS.

          - TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

          - PLACE. The Board of Directors may hold regular or special
meetings in or out of the State of North Carolina at such place as shall be
fixed by the Board.

          - CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, or the President, or of a majority of the directors in office.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written or oral notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Business
Corporation Act, the Articles of Incorporation, or by these Bylaws before or
after the date and time stated in the notice. A director's attendance at or
participation in a meeting

                                        5


waives any required notice to the director of the meeting unless the director,
at the beginning of the meeting, or promptly upon his arrival, objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Except as
hereinbefore provided, a waiver shall be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records.

          - QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors prescribed in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors. The
Board of Directors may permit any or all directors to participate in a regular
or special meeting by, or conduct the meeting through use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

          - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or any other director chosen by the Board.

          - REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 55-8-08 of
the Business Corporation Act.

          5. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them.
Each committee must have two or more members, who serve at the pleasure of
the Board of Directors. The creation of a committee and the appointment of
members to it must be approved by the greater of (a) a majority of all the
directors in office when the action is taken, or (b) the number of directors
required by the articles of incorporation or these Bylaws to take action
under the provisions of Section 55-8-24 of the Business Corporation Act. The
provisions of Sections 55-8-20 through 55-8-24 of the Business Corporation
Act, which govern meetings, action without meetings, notice and waiver of
notice, and quorum and voting requirements of the Board of Directors, apply
to committees and their members as well. To the extent specified by the Board
of Directors, the Articles of Incorporation, or these Bylaws, each committee
may exercise the authority of the Board of Directors under Section 55-8-01 of
the Business Corporation Act except such authority as may not be delegated
under the Business Corporation Act.

          6. ACTION WITHOUT MEETING. Action required or permitted by the
Business Corporation Act to be taken at a Board of Directors' meeting may be
taken without a meeting if the action is taken by all members of the Board.
The action must be evidenced by one or more written consents, signed by each
director before or after such action, describing the action taken, and
included in the minutes or filed with the corporate records. Action taken
under this paragraph is effective when the last director signs the consent,
unless the consent specifies a different effective date.

                                   ARTICLE III

                                        6


                                    OFFICERS

          The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, who may be appointed by the
directors. The same individual may simultaneously hold more than one office in
the corporation.

          A duly appointed officer may appoint one or more officers or assistant
officers if authorized by the Board of Directors.

          Each officer of the corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary, or any Assistant Secretary or any one or more
other officers designated by the Board of Directors shall have the
responsibility for custody of the minutes of the directors and shareholders'
meetings and for authenticating records of the corporation.

          The Board of Directors may remove any officer at any time with or
without cause.

                                   ARTICLE IV

                        STATUTORY NOTICES TO SHAREHOLDERS

          The Board of Directors may appoint the Treasurer or other fiscal
officer and/or the Secretary or any other officer to cause to be prepared and
furnished to shareholders entitled thereto any special financial notice and/or
any financial statement, which may be required by any provision of law, and
which, more specifically, may be required by Sections 55-16-20 and 55-16-21 of
the Business Corporation Act.

                                    ARTICLE V

                           REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original Articles of Incorporation.

                                   ARTICLE VI

                                 CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.

                                   ARTICLE VII

                                   FISCAL YEAR

                                        7


                                   ARTICLE VI

                                 CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.

                                   ARTICLE VII

                                   FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and sHall be
Subject to change, by the Board of Directors.

                                  ARTICLE VIII

                              CONTROL OVER BYLAWS

          The Board of Directors may amend or repeal these Bylaws unless the
Articles of Incorporation or the Business Corporation Act reserves this power
exclusively to the shareholders in whole or in part, or the shareholders in
amending or repealing a particular Bylaw provide expressly that the Board of
Directors may not amend or repeal that Bylaw. The shareholders may amend or
repeal these Bylaws even though the Bylaws may also be amended or repealed by
the Board of Directors. The Bylaws herein amend and restate in the entirety any
prior Bylaws of the Corporation. A Bylaw that fixes a greater quorum or voting
requirement for the Board of Directors may be amended or repealed only in
accordance with the provisions of Section 55-10-22 of the Business Corporation
Act.

          I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of AmeriPath North Carolina, Inc., a corporation organized under
the laws of the State of North Carolina, as in effect on the date hereof.

     WITNESS my hand and the seal of the corporation.

Dated: August 20, 1998

                                        /s/ Robert P. Wynn
                                        ---------------------------------------
                                        Robert P. Wynn, Secretary of
                                        AmeriPath North Carolina, Inc.

[SEAL]

                                        8

EX-3.35

                                                                    EXHIBIT 3.35

                                                    STATE OF DELAWARE
                                                    SECRETARY OF STATE
                                                 DIVISION OF CORPORATIONS
                                                FILED 09:00 AM 09/26/1996
                                                   960280560 - 2667416

                          CERTIFICATE OF INCORPORATION
                                       OF

                              AMERIPATH OHIO, INC.

                                    ARTICLE I

     The name of the corporation is AMERIPATH OHIO, INC., hereinafter called the
"Corporation").

                                   ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, City of Wilmington, 19805, County of New Castle and the
name of its registered agent at such address is Corporation Service Company.

                                   ARTICLE III

     The purpose for which the Corporation is formed is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

                                   ARTICLE IV

     The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:



         NUMBER OF SHARES      PAR VALUE     CLASS OF
            AUTHORIZED         PER SHARE      STOCK
         ----------------      ---------     --------
                                        
           1,000               $ .01          Common


                                    ARTICLE V

     The name of the Incorporator is Keith Wasserstrom and the address of the
Incorporator is 515 East Las Olas Boulevard, Suite 1500, Fort Lauderdale,
Florida 33301.

                                   ARTICLE VI

     The Corporation's Board of Directors (the "Board") shall consist of not
fewer than one (1) nor more than five (5) directors, and shall initially consist
of two (2) directors. The number of directors within these limits may be
increased or decreased from time to time



as provided in the By-laws of the Corporation. The names of the initial
directors of the Corporation are as follows:

                                  JAMES C. NEW
                                 ROBERT P. WYNN

                                   ARTICLE VII

     No director of the Corporation shall be liable to the Corporation or Its
stockholders for monetary damages for breach of fiduciary duly as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law, (iii) under
$174 of the Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit. It is the intent that
this provision be Interpreted to provide the maximum protection against
liability afforded to directors under the Delaware General Corporation Law in
existence either now or hereafter.

                                  ARTICLE VIII

     This Corporation shall Indemnify and shall advance expenses on behalf of
its officers and directors to the fullest extent permitted by law in existence
either now or hereafter.

                                   ARTICLE IX

     The directors of the Corporation shall have the power to adopt, amend or
repeal the bylaws of the Corporation.

     IN WITNESS WHEREOF, the undersigned, being the Incorporate named above, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, has signed this Certificate of incorporation this 26th
day of September, 1996.

                                        /s/ Keith Wasserstrom
                                        ----------------------------------------
                                        KEITH WASSERSTROM, Incorporator

                                      - 2 -

EX-3.36

                                                                    EXHIBIT 3.36

                                     BYLAWS

                                       OF

                              AMERIPATH OHIO, INC.


                            (A DELAWARE CORPORATION)



                                      INDEX



                                                                             PAGE
                                                                           NUMBER
                                                                            
ARTICLE ONE - OFFICES.................................................         1
               1.       Registered Office.............................         1
               2        Other Offices.................................         1

ARTICLE TWO - MEETINGS OF STOCKHOLDERS................................         1
               1.       Place.........................................         1
               2.       Time of Annual Meeting........................         1
               3.       Call of Special Meetings......................         1
               4.       Conduct of Meetings...........................         1
               5.       Notice and Waiver of Notice...................         2
               6.       Business of Special Meeting...................         2
               7.       Quorum........................................         2
               8.       Required Vote.................................         3
               9.       Voting of Shares..............................         3
               10.      Proxies.......................................         3
               11.      Stockholder List..............................         3
               12.      Action Without Meeting........................         3
               13.      Fixing Record Date............................         4
               14.      Inspectors and Judges.........................         4

ARTICLE THREE - DIRECTORS.............................................         5
               1.       Number, Election and Term.....................         5
               2.       Vacancies.....................................         5
               3.       Powers........................................         5
               4.       Place of Meetings.............................         6
               5        Annual Meeting................................         6
               6.       Regular Meetings..............................         6
               7.       Special Meetings and Notice...................         6
               8.       Quorum and Required Vote......................         6
               9.       Action Without Meeting........................         7
               10.      Telephone Meetings............................         7
               11.      Committees....................................         7
               12.      Compensation of Directors.....................         7
               13.      Chairman of the Board.........................         7

ARTICLE FOUR - OFFICERS ..............................................         8
               1.       Positions.....................................         8


                                        i


                                                                           
               2.       Election of Specified Officers
                        by Board......................................         8
               3.       Election or Appointment of Other
                        Officers......................................         8
               4.       Salaries......................................         8
               5,       Term..........................................         9
               6.       President.....................................         9
               7.       Vice Presidents...............................         9
               8        Secretary.....................................         9
               9.       Treasurer.....................................         9


ARTICLE FIVE - CERTIFICATES FOR SHARES................................        10
               1.       Issue of Certificates.........................        10
               2.       Legends for Preferences and
                        Restrictions on Transfer......................        10
               3.       Facsimile Signatures..........................        11
               4.       Lost Certificates.............................        11
               5.       Transfer of Shares............................        11
               6.       Registered Stockholders.......................        11

ARTICLE SIX - GENERAL PROVISIONS......................................        12
               1.       Dividends.....................................        12
               2.       Reserves......................................        12
               3.       Checks........................................        12
               4.       Fiscal Year...................................        12
               5.       Seal..........................................        12

ARTICLE SEVEN - AMENDMENTS OF BYLAWS..................................        12



                                       ii


                              AMERIPATH OHIO, INC.

                                     BYLAWS

                                   ARTICLE ONE

                                     OFFICES

     Section 1.   Registered Office. The registered office of AMERIPATH OHIO,
INC., a Delaware corporation (the "Corporation"), shall be located in the City
of Wilmington, State of Delaware.

     Section 2.   Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Delaware, as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE TWO

                            MEETINGS OF STOCKHOLDERS

     Section 1.   Place. All annual meetings of stockholders shall be held at
such place, within or without the State of Delaware, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of stockholders may be held at such
place, within or without the State of Delaware, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     Section 2.   Time of Annual Meeting. Annual meetings of stockholders shall
be held on such date and at such time fixed, from time to time, by the Board of
Directors, provided, that there shall be an annual meeting held every calendar
year at which the stockholders shall elect a board of directors and transact
such other business as may properly be brought before the meeting.

     Section 3.   Call of Special Meetings. Special meetings of the stockholders
may be called by the President, the Board of Directors or by the Secretary on
the written request of the holders of not less than a majority of all shares
entitled to vote at the meeting.

     Section 4.   Conduct of Meetings. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of stockholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.

     Section 5.   Notice and Waiver of Notice. Written or printed notice stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the



day of the meeting, either personally or by first-class mail, by or at the
direction of the President, the Secretary, or the officer or person calling the
meeting, to each stockholder of record entitled to vote at such meeting if the
notice is mailed, such notice shall be deemed to be delivered when deported in
the United States mail addressed to the stockholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid. If
a meeting is adjourned to another time and/or place, and if an announcement of
the adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the Board of Directors,
after adjournment, fixes a new record date for the adjourned meeting or if the
adjournment is for more than 30 days. Notice need not be given to any
stockholder who submits a written waiver of notice by him before or after the
time stated therein. Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when a stockholder attends
a meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice.

     Section 6.   Business of Special Meeting. Business transacted at any
special meeting shall be confined to the purposes stated in the notice thereof.

     Section 7.   Quorum. The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of stockholders except as otherwise provided in the Corporation's certificate of
incorporation (the "Certificate of Incorporation"). If, however, a quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders present in person or represented by proxy shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted that might have been transacted at the meeting as originally notified
and called. The stockholders present at a duly organized meeting may continue to
transact business notwithstanding the withdrawal of some stockholders prior to
adjournment, but in no event shall a quorum consist of the holders of less than
one-third (1/3) of the shares entitled to vote and thus represented at such
meeting.

     Sections 8.  Required Vote. The vote of the holders of a majority of the
shares entitled to vote and represented at a meeting at which a quorum is
present shall be the act of the Corporation's stockholders, unless the vote of a
greater number is required by law, the Certificate of Incorporation or these
Bylaws.

     Section 9.   Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of any
class are limited or denied by the Certificate of Incorporation or the General
Corporation Law of Delaware.

     Section 10.  Proxies. A stockholder may vote in person of by proxy executed
in writing by the stockholder or by his duly authorized attorney-in-fact no
proxy shall be voted or acted upon after three (3) years from the date of its
execution unless otherwise provided in the proxy. Each

                                        2


proxy shall be revocable unless expressly provided therein to be irrevocable,
and unless otherwise made irrevocable by law.

     Section 11.  Stockholder List. The officer or agent having charge of the
Corporation's stock transfer books shall make, at least ten (10) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number and class and series, if any, of shares held
by each. Such list, for a period of ten (10) days prior to such meeting, shall
be subject to inspection by any stockholder at any time during the usual
business hours at the place where the meeting is to be held. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer book or to
vote at any such meeting of stockholders.

     Section 12.  Action Without Meeting. Any action required by the statutes to
be taken at a meeting of stockholders, or any action that may be taken at a
meeting of the stockholders, may be taken without a meeting or notice if a
consent, or consents, in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted with
respect to the subject matter thereof, and such consent shall be delivered to
the Corporation by delivery to its registered office, its principal place of
business, or an officer or agent of the Corporation, having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or certified mail, return
receipt requested. Such consent shall have the same force and effect as a vote
of stockholders taken at such a meeting.

     Section 13.  Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than sixty
(60) days, and, in ease of a meeting of stockholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If no record date is fixed for the
determination of stockholders entitled to notice of or to Vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall he the record date for such determination of stockholders.
When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

     Section 14.  Inspectors and Judges. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are

                                        3


not appointed, the person presiding at the meeting may, but need not, appoint
one or more inspectors or judges. In case any person who may be appointed as an
inspector or judge fails to appear or act, the vacancy may be filled by the
Board of Directors in advance of the meeting, or at the meeting by the person
presiding thereat. The inspectors or judges, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

                                  ARTICLE THREE

                                    DIRECTORS

     Section 1.   Number, Election and Term. The number of directors of the
Corporation shall be fixed from time to time, within the limits specified by the
Certificate of Incorporation, by resolution of the Board of Directors; provided,
however, no director's term shall be shortened by reason of a resolution
reducing the number of directors. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office for the term for which he is elected
and until his successor is elected and qualified. Directors need not be
residents of the State of Delaware, stockholders of the Corporation or citizens
of the United States. Unless provided otherwise by law, any director may be
removed at any time, with or without cause, at a special meeting of the
stockholders called for that purpose.

     Section 2.   Vacancies. A director may resign at any time by giving written
notice to the Board of Directors or the Chairman of the Board. Such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any vacancy
occurring in the Board of Directors and any directorship to be filled by reason
of an increase in the size of the Board of Directors shall he filled by the
affirmative vote of a majority of the current directors though less than a
quorum of the Board of Directors, or may be filled by an election at an annual
or special meeting of the stockholders called for that purpose. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office, or until the next election of one or more directors by
stockholders if the vacancy is caused by an increase in the number of directors.

     Section 3.   Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised and done by the stockholders.

     Section 4.   Place of Meetings. Meetings of the Board of Directors, regular
or special,

                                        4


may be held either within or without the State of Delaware.

     Section 5.   Annual Meeting. The first meeting of each newly elected Board
of Directors shall be held, without call or notice, immediately following each
annual meeting of stockholders.

     Section 6.   Regular Meetings. Regular meetings of me Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

     Section 7.   Special Meetings and Notice. Special meetings of the Board of
Directors may be called by the President and shall be called by the Secretary on
the written request of any two directors. Written notice of special meetings of
the Board of Directors shall be given to each director at least twenty-four (24)
hours before the meeting. Except as required by statute, neither the business to
be transacted at, nor the purpose of any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting. Notices to directors shall be in writing and delivered personally or
mailed to the directors at their addresses appearing on the books of the
Corporation. Notice by mail shall be deemed to be given at the time when the
same shall be received. Notice to directors may also be given by telegram, and
shall be deemed delivered when the same shall be deposited at a telegraph office
for transmission and all appropriate fees therefor have been paid. Whenever any
notice is required to be given to any director, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

     Section 8.   Quorum and Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business and the act of the majority
of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, unless a greater number is required by the
Certificate of Incorporation. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted that might have been transacted at the
meeting as originally notified and called.

     Section 9.   Action Without Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors or committee thereof may be taken
without a meeting if a consent in writing, setting forth the action taken, is
signed by all of the members of the Board of Directors or the committee, as the
case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting.

     Section 10.  Telephone Meetings. Directors and committee members may
participate in and hold a meeting by means of conference telephone or similar
communication equipment by means of which all persons participating hi the
meeting can hear each other. Participation in such a meetings

                                        5


shall constitute presence in person at the meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground the meeting is not lawfully called or
convened.

     Section 11.  Committees. The Board of Directors, by resolution adopted by a
majority of the whole Board of Directors, may designate from among its members
an executive committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Vacancies in the membership of a committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors,
The executive committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors when required, The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

     Section 12.  Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director,
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

     Section 13.  Chairman of the Board. The Board of Directors may, in its
discretion, choose a chairman of the board who shall preside at meetings of the
stockholders and of the directors and shall be an ex officio member of all
standing committees. The Chairman of the Board shall have such other powers and
shall perform such other duties as shall be designated by the Board of
Directors. The Chairman of the Board shall be a member of the Board of Directors
but no other officers of the Corporation need be a director. The Chairman of the
Board shall serve until his successor is chosen and qualified, but he may be
removed at any time by the affirmative vote of a majority of the Board of
Directors.

                                  ARTICLE FOUR

                                    OFFICERS

     Section 1.   Positions. The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary and a Treasurer, and, if
elected by the Board of Directors by resolution, a Chairman of the Board and one
or more Division Presidents, Any two or more offices may be held by the same
person.

     Section 2.   Election of Specified Officers by Board. The Board of
Directors at its first meeting after each annual meeting of stockholders shall
elect a President, one or more Vice Presidents, a Secretary and a Treasurer.

                                        6


     Section 3.  Election or Appointment of Other Officers. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors, or, unless otherwise specified herein,
appointed by the President of the Corporation, The Board of Directors shall be
advised of appointments by the President at or before the next scheduled Board
of Directors meeting.

     Section 4.   Salaries. The salaries of all officers of the Corporation to
be elected by the Board of Directors pursuant to Article Four, Section 2 hereof
shall be fixed from time to time by the Board of Directors or pursuant to its
discretion. The salaries of all other elected or appointed officers of the
Corporation shall be fixed from time to time by the President of the Corporation
or pursuant to his direction.

     Section 5.   Term. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board Of Directors or the President of the Corporation may be
removed, with or without cause, by the Board of Directors whenever in its
judgment the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officers or agents appointed by the President of the Corporation
pursuant to Section 3 of this Article Four may also be removed from such officer
positions by the President, with or without cause. Any vacancy occurring in any
office of the Corporation by death, resignation, removal or otherwise shall be
filled by the Board of Directors, or, in the case of an officer appointed by the
President of the Corporation, by the President or the Board of Directors.

     Section 6.   President. The President shall be the Chief Executive Officer
of the Corporation, shall have general and active management of the business of
the Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. In the absence of the Chairman of the Board
or in the event the Board of Directors shall hot have designated a chairman of
the board, the President shall preside at meetings of the stockholders and the
Board of Directors.

     Section 7.   Each Division President, if elected by the Board, shall be the
chief operating officer of the Corporation subsidiary, division or business unit
(the "Unit") for which he or she is designated to be responsible, and shall have
general and active management of the day-to-day business, operations and affairs
of such Unit, subject to the direction and control of the President and the
Board of Directors. Each Division President shall report to the President and,
at meetings of the Board, upon request by the Board or the Chairman or
President, to the Board of Directors, and shall see to it that all directions of
the President and all orders and resolutions of the Board of Directors are
implemented and carried into effect. Each Division President shall also have and
may exercise such further powers and duties as from time to time may be
conferred upon, or assigned to, him or her by the Board of Directors. In the
absence Or disability of the President, a Division President specifically
designated by the vote of the Board of Directors shall have the powers and shall
exercise the duties of the President as so designated.

     Section 8.   Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President,

                                        7


perform the duties and exercise the powers of the President. They shall perform
such other duties and have such other powers as the Board of Directors shall
prescribe or as the President may from time to time delegate.

     Section 9.   Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the Corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it.

     Section 10.  Treasurer. The Treasurer shall have the custody of corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements and shall render to the
President and the Board of Directors at its regular meetings or when the Board
of Directors so requires an account of all his transactions as treasurer and of
the financial condition of the Corporation.

                                  ARTICLE FIVE

                             CERTIFICATES FOR SHARES

     Section 1.   Issue of Certificates. The shares of the Corporation shall be
represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by, or in the name of the Corporation
by the chairman or vice-chairman of the Board of Directors, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.

     Section 2.   Legends for Preferences and Restrictions on Transfer. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided by law, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which

                                        8


the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional, or Other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     A written restriction on the transfer or registration of transfer of a
security of the Corporation, if permitted by law and noted conspicuously on the
certificate representing the security may be enforced against the holder of the
restricted security or any successor or transferee of the holder including an
executor, administrator, trustee, guardian or other fiduciary: entrusted with
like responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing the security, a restriction, even
though permitted by law, is ineffective except against a person with actual
knowledge of the restriction. If the Corporation issues any shares that are not
registered under the Securities Act of 1933, as amended, and registered or
qualified under the applicable state securities laws, the transfer of any such
shares shall be restricted substantially in accordance with the following
legend:

          "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR
     SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
     SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT
     HOLDER'S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF
     COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT
     REQUIRED."

     Section 3.   Facsimile Signatures. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of the issue.

     Section 4.   Lost Certificates. The Corporation may issue a new certificate
of stock in place of any certificate therefore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen, or destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Sections 5.  Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                                        9


     Section 6.   Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall hot be
bound to recognize any equitable or other claim to or interest in such share or
shares On the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Delaware.

                                   ARTICLE SIX

                               GENERAL PROVISIONS

     Section 1.   Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, or its own shares pursuant to law and subject to the provisions
of the Certificate of Incorporation.

     Section 2.   Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

     Section 3.   Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Section 4.   Fiscal Year. The fiscal year of the Corporation shall be fixed
by the Board of Directors and by resolution of the Board of Directors may be
changed from time to time.

     Section 5.   Seal. The corporate seal shall have inscribed thereon the name
and state of incorporation of the Corporation. The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

                                  ARTICLE SEVEN

                              AMENDMENTS OF BYLAWS

     These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.

                                       10

EX-3.37

                                                                    EXHIBIT 3.37

                                                                FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                             AUG 07 2001

                                                        Corporations Section

                            ARTICLES OF INCORPORATION
                                       OF
                       AMERIPATH PAT 5.01(A) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for AmeriPath
PAT 5.01(A) Corporation.

                                   ARTICLE ONE

     The name of the corporation is AmeriPath PAT 5.01(A) Corporation.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes:

     (a)  Conducting scientific research and research projects in the public
          interest in the fields of medical sciences, medical economics, public
          health, sociology, and related areas;

     (b)  Supporting medical education in medical schools through grants and
          scholarships;

     (c)  Improving and developing the abilities of individuals and institutions
          studying, teaching, and practicing medicine;

     (d)  Delivering health care to the public;

     (e)  Engaging in the instruction of the general public in the area of
          medical science, public health, and hygiene and related instruction
          useful to the individual and beneficial to the community; and

     (f)  Conducting other activities useful or appropriate to the
          accomplishment of the foregoing purposes.



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation and in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not less than three) as may be fixed by (he Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows:



           Name                                Address
           ----                                -------
                                            
           Stephen Aldred, MD.                 4350 Alpha Road
                                               Dallas, Texas 75244

           Clay J. Cockerell, M.D.             2330 Butler Street, Suite 115
                                               Dallas, Texas 78235

           Joseph Sonnier, M.D.                4350 Alpha Road
                                               Dallas, Texas 75244


     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation.

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors and until his or her
successor shall have been duly elected and qualified, unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBMF") and actively engaged in the practice of medicine. For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME.



                                  ARTICLE SEVEN

     The corporation shall have one Member. These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors, The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the
Member; provided, however, any alteration, amendment, or repeal of the Bylaws
must be approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors.

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
or Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Directors or committee members were present and voted,
provided such consent is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation.

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the state of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that this



Article Twelve does not eliminate or limit the liability of a Director of the
corporation to the extent the Director is found liable for: (i) breach of the
Director's duty of loyalty to the corporation or its Member; (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission mat involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the state of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the state of Texas, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporates is:



     Name                             Address
     ----                             -------
                                   
     Joseph Sonnier, M.D.             4350 Alpha Road
                                      Dallas, Texas 75244


     IN WITNESS WHEREOF, I have hereunto set my hand on this 6th day of August
2001.

                                        /s/ Joseph Sonnier
                                        ----------------------------------------
                                        Joseph Sonnier, M.D., Incorporator

EX-3.38

                                                                    EXHIBIT 3.38

                                     BYLAWS
                                       OF
                        AMERIPATH PAT 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION



                                     BYLAWS
                                       OF
                        AMERIPATH PAT 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                         PURPOSES POWERS AND DEFINITIONS

     Section 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Chapter 162 of the Texas Medical
Practice Act^ Chapter 162 Texas Occupations Code; to function as a provider
organization with the goal of providing health care services; to develop new
services and products to provide quality services to the public in a
cost-effective manner; and to transact any and all other business permitted
pursuant to the Texas Non-Profit Corporation Act.

     Section 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     Section 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member or any
non-physician whatsoever, with the authority to interfere with the independent
and professional practice of medicine by any Director of the Corporation or any
physician employee of the Corporation or to intervene in or interfere with the
private doctor-patient relationship established between any patient and any
Director of the Corporation or any physician employee of the Corporation. All
such physicians shall remain at all times free to exercise their independent
clinical judgments on behalf of their patients, subject only to oversight by and
the authority of physician supervisors.

     Section 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

          Section 1.4-1 ARTICLES OR INCORPORATION. The terms "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the ____ day of July, 2001,
and any amendments thereto.

          Section 1.4-2 BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3 BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.

          Section 1.4-4 CORPORATION. The term "Corporation" shall mean AmeriPath
PAT 5-01(A) Corporation, a Texas non-profit corporation.



          Section 1.4-5 MEMBER. The term "Member" shall mean AmeriPath, Inc. or
other members of the Corporation described in Section 3.1.

          Section 1.4-6 STATE. The term "State" shall mean the state of Texas
unless otherwise specifically indicated.

          Section 1.4-7 SUPPLIER. The term "Supplier" shall mean (a) a physician
retained to provide medical services to or on behalf of the Corporation, or (b)
any other person providing or anticipated to provide services or supplies to or
on behalf of the Corporation in excess of $10,000 during a twelve-month period.

          Section 1.4-8 TSBME. The term "TSBME" shall mean the Texas State Board
of Medical Examiners.

          Section 1.4-9 TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. Thu
Corporation may also have offices at such other places both within and without
the State as the Board may from time to time determine or the business of the
Corporation may require.

     Section 2.2 REGISTERED AGENT. The Corporation, shall have and continuously
maintain in the State a registered office and a registered agent whose office is
identical with such registered office, The registered office may be, but need
not be, identical with the principal business office of the Corporation in the
State, and the name of the registered agent and/or the address of the registered
office may be changed from time to time by the Board.

                                   ARTICLE III

                                     MEMBERS

     Section 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other persons and entities that
meet such standards as the initial Member shall establish. Such Member shall
exercise such rights and perform such duties as may be provided by law, the
Corporation's Articles of Incorporation, or these Bylaws.

     Section 3.2 ANNUAL MEETING. The annual meeting of the Members shall be held
at the principal business office of the Corporation or at such other place
within or without the State as may be designated by the caller of the meeting
for approval of Director nominees and the transaction of



such other business as may properly come before the meeting. The annual meeting
shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Members may be called by the
Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United Stales mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5 ACTIONS RESERVED TO THE MEMBER. The Members shall exercise sole
authority in the removal of Directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Sections 5.2 and 5.3. The
following matters shall require the approval of the Members of the Corporation
following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage, or other transfer or encumbrance of the
          personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;

     (g)  The working, giving, or seeking of grants;



     (h)  Thee settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-far-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians' selection
          of the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6 ACTION BY MEMBERS. Any action which may be required by law, the
Articles of Incorporation, or these Bylaws to he taken by the Members shall be
evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.

     Section 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members, If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     Section 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of Directors by giving one candidate as many votes AS shall equal the
member of such. Directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.



     Section 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Members.

     Section 3.12 MEETINGS BY TELEPHONE. The Members may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.

     Section 3.13 NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     Section 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board of its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.

     Section 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of



medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.

          Section 4.3-2 REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules, Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3 FINANCIAL RELATIONSHIPS. Any Director or nominee who has
a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4 NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.

     Section 4.5 ELECTION OF DIRECTORS. The initial Directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, fill successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on-the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, AS necessary, to fill the vacant positions; and (e) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.

     Section 4.6 TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until their successors are
elected and qualified, Thereafter, Directors shall be elected at the annual



meeting of the Directors as provided in Section 4.5 of these Bylaws. Except in
cases involving the death, resignation, or removal of a Director, successive
Directors shall hold office until their successors are elected and qualified.

     Section 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)    Any Director may be removed without cause by a majority vote of
                 the Board of Directors, not including the Director sought to be
                 removed, provided that such removal is approved by the Member.

          (ii)   Any Director who ceases to meet the qualifications of this
                 Article may be removed by the Board of Directors effective as
                 of the date such qualifications cease to be met, and such
                 removal shall not requite the approval of the Member.

     Section 4.8 VACANCIES. Any vacancies among the Directors shall he filled in
the manner specified in Section 4.5. A Director elected to fill a vacancy shall
serve for the unexpired term of such Director's predecessor in office.

     Section 4.9 MEETINGS.

          Section 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall he determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business lo be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time, and place of the meeting. The purpose of the meeting need not be
specified in the notice.

     Section 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director



at any meeting shall constitute a waiver of notice of such meeting, except when
a Director states, at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting is
not lawfully called or convened. Except as otherwise provided by applicable law
or by these Bylaws, neither the business to be transacted at nor the purpose of
any regular meeting or special meeting of the Board need be specified in the
waiver of notice of such meeting.

     Section 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the Directors present in person shall constitute a quorum for the transaction of
business, and unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
Of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12 PROXIES. Voting by proxies shall be prohibited.

     Section 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall consist of a majority of Directors. Any non-Director who is a committee
member shall have the same responsibility with respect to the committee as shall
a Director who is a committee member.



     Section 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
he taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.

     Section 4.15 RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president, A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     Section 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17 CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service On the Board, Serve on the Board of Directors, be an officer,
or serve hi any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.

     Section 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.

     Section 5.3 REMOVAL. Any officer or agent may he removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.

     Section 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.



     Section 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

          Section 5.5-1 PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from tune to time, report to the Member and to the Board on all matters
within, the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2 VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed BY the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. AS between the Corporation and third panics, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.

          Section, 5.5-3 SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board d and keep such minutes, as well
as the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or



whenever requested, a statement of the financial condition of the Corporation.
The treasurer shall also perform all duties and exorcise all powers incident to
the office of the treasurer and such other duties and powers as the Board and/or
Member AS applicable, or the president from time to time may assign or confer.

          Section 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Nonprofit Corporation Act as it may be
amended from time to lime and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them
as Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected' by such amendment.

     Section 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor does not
take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, or employee or employees of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined 10 specific Instances; and, unless so authorized by the Board or by
these Bylaws, no officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement, or to pledge its credit
or to render it liable pecuniary for any purpose or any amount.

     Section 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies, or other depositories as the President may from time to time
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     Section 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vole, and to giant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6 FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its Directors, officers or employees, or to any other corporation, film,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the Corporation, or any other organization which is
associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral or delegation in its sole discretion.

     Section 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-1 TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted FOR such purposes, if:

          (a)  The fact of such relationship or interest is disclosed or known
               to the Board or the committee that authorizes, approves, or
               ratifies the contract or transaction by a vote or consent
               sufficient for the purpose without counting the votes or consents
               of such interested Director(s) or officer(s); or

          (b)  The contract or transaction is fair and reasonable as to the
               Corporation at the time it is authorized by the Board or a
               committee thereof.

          Section 6.9-2 QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.

     Adopted as of the _____ day of July, 2001.

EX-3.39

                                                                    EXHIBIT 3.39

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                    PATHOLOGY CONSULTANTS OF CLEVELAND, INC.

     The undersigned officer of PATHOLOGY CONSULTANTS OF CLEVELAND, INC., an
Ohio corporation for profit (the "Corporation"), does hereby certify that in a
writing signed by all of the directors and all of the shareholders who would be
entitled to a notice of a meeting held for such purpose, the following
amendments to the Corporation's Articles of Incorporation were adopted. This
amendment to the Articles of Incorporation is to be filed under Ohio Revised
Code Section 1785.01 et seq. for a professional corporation.

     RESOLVED, that the following amendment is hereby adopted;

     FIRST:    Article 1. of the Corporation's Articles of Incorporation is
               hereby amended in its entirety as follows:

               The name of the corporation is: AMERIPATH PCC, INC.

     IN WITNESS WHEREOF, the undersigned officer, acting for and on behalf of
the Corporation has hereunto subscribed his name this 11th day of January, 1999.


                                            By: /s/ Robert L. Wynn
                                               ---------------------------------
                                               Robert L. Wynn, Vice President

                                                                  RECEIVED

                                                                JAN 14 1999

                                                            J. KENNETH BLACKWELL
                                                             SECRETARY OF STATE

[ILLEGIBLE]

[SEAL]

                                     Page 1


                                                                      05460-1031

                                                                      APPROVED
                                                                     [ILLEGIBLE]

                            CERTIFICATE OF AMENDMENT
                         TO ARTICLES OF INCORPORATION OF
                      MT. SINAI PATHOLOGY CONSULTANTS INC.
                                  MARCH 7 1996

     The undersigned being the President and Secretary of Mt. Sinai Pathology
Consultants, Inc, an Ohio Corporation, hereby certify that by written action
taken on March 7, 1996, the shareholders adopted the following resolution:

          RESOLVED, that the Articles of Incorporation of Mt. SINAI Pathology
          Consultants. Inc. be amended so that the paragraph titled FIRST shall
          read as follows:

          FIRST: The name of the corporation is Pathology Consultants of
          Cleveland, Inc.

                                                     /s/ [ILLEGIBLE]
                                                     ---------------------------
                                                              President

/s/ [ILLEGIBLE]
- ---------------------------
       Secretary

[ILLEGIBLE]

[SEAL]

                                     Page 3


                                                                      G0713-0557

                                                                        638969
                                                                       APPROVED
                                                                        9-22-89
                                                                         35.00

                            CERTIFICATE OF AMENDMENT
                         TO ARTICLES OF INCORPORATION OF
                        SIEGLER, VARESKA & ASSOCIATES INC.

     The undersigned being the President and Secretary of Siegler, Vareska &
Associates, Inc., an Ohio Corporation, hereby certify that by action taken
without a meeting on September 12, 1989, the shareholders adopted a resolution
amending the Articles of Incorporation as follows:

          RESOLVED, that the Articles of Incorporation of Siegler, Vareska &
          Associates, Inc. be amended so that Articles First shall read as
          follows:

               FIRST: The name of the corporation shall be Mt. Sinai Pathology
               Consultants Inc.


                                                 /s/ Edward E. Siegler
                                         ---------------------------------------
                                            Edward E. Siegler, M.D., President

      /s/ Geoffrey Mendelsohn
- ------------------------------------
Geoffrey Mendelsohn, M.D., Secretary

0592K:2

[ILLEGIBLE]

[SEAL]

                                     Page 3


                                                                      APPROVED

                                                                BY: [ILLEGIBLE]
                                                                     8-6-84
                                                                     75.00

                            ARTICLES OF INCORPORATION
                                       OF
                       SIEGLER, VARESKA & ASSOCIATES, INC.

     The undersigned, desiring to form a corporation for profit under the
General Corporation Act of Ohio and Chapter 1785 of the Revised Code of Ohio,
hereby Certify.

     FIRST.    The name of the corporation shall be Siegler, Vareska &
Associates, Inc.

     SECOND.   The place in Ohio where its principal office is to be located is
in the City of Cleveland, County of Outshore

     THIRD.    The sole purpose for which this corporation is formed is to
render the professional services of physicians licensed to practice medicine in
the State of Ohio, and to do such things as are necessary or proper in
connection therewith.

     FOURTH.   The maximum number of shares that the corporation is authorized
to have outstanding is seven hundred fifty shares of common stock, each without
par value.

     FIFTH.    The amount of capital with which the corporation will begin
business is at least $500.00.

     SIXTH.    No share of stock of this corporation shall be issued to any
person who is not a physician duly licensed to practice medicine in the State of
Ohio.

     In WITNESS WHEREOF, we have signed these Articles of Incorporation, this
31st day of July, 1984.

                                                     /s/ Edward E. Siegler
                                               ---------------------------------
                                                    Edward E. Siegler, M.D.

                                                     /s/ George J. Varaska
                                               ---------------------------------
                                                    George J. Varaska, M.D.

                                                      /s/ William K. Sterin
                                               ---------------------------------
                                                     William K. Sterin, M.D.

                                     Page 3

EX-3.40

                                                                    EXHIBIT 3.40

                                   REGULATIONS
                                       OF
                       SIEGLER. VARESKA & ASSOCIATES, INC.

                                     ITEM I

                                     SHARES

     SECTION 1.1 - CERTIFICATES. The Interest of each shareholder of the
Corporation shall be evidenced by a certificate or certificates, each of which
shall bear a distinguishing number, the signature of the President or Vice
President and of the Secretary, and such recitals as may be required by law. A.
full record of each certificate so Issued shall be maintained. No certificate
shall be issued for shares being sold by Corporation until such shares have been
paid for in full.

     SECTION 1.2 - TRANSFER. Certificates shall be transferable in person or by
written power of attorney, but no transfer shall be entered upon the record
until the previous certificate for such shares has been surrendered to the
Corporation; provided, however, that the directors shall have authority to enact
such rules as they shall deem expedient, from time to time concerning the
Issuance or transfer of certificates and to take such actions in specific cases
as they deem proper concerning lost, destroyed, or mutilated certificates.

     SECTION 1.3 - ISSUE LIMITED TO PERSONS QUALIFIED TO PRACTICE MEDICINE. No
share certificate shall be issued to any person unless and until the Secretary
is satisfied that such person is duly licensed or otherwise qualified to
practice medicine in the State of Ohio.

                                     ITEM II

                                  SHAREHOLDERS

     SECTION 2.1 - ANNUAL MEETING. The annual meeting of shareholders of the
Corporation shall be held at such time within two months before or two months
after the close of the fiscal year of the Corporation as the directors
determine. The meeting shall be held at the office of the Corporation or at such
other location as the directors determine.

     SECTION 2.2 - SPECIAL MEETINGS. Special meetings of the shareholders of the
Corporation shall be held at such time and location as are designated in the
call therefore and may be called by (a) the President, (b) the Vice President,
in the event of absence, disability or death of the President, (c) the directors
by action at a meeting, (d) a majority of the directors acting without meeting,
or (e) person or persons who hold 25% or more of the voting shares outstanding.

     SECTION 2.3 - NOTICE OF MEETING. Written notice of every annual or special
meeting "of the shareholders stating the time, location and purposes thereof
shall be given, as of a record date fixed by the directors, to each shareholder
entitled to vote thereat, or entitled to notice thereof as



provided by law, by mailing such notice to the last known address of each
shareholder as it appears on the records of the Corporation, or by personal
delivery, not less than seven or more than sixty days prior to such meeting. A
shareholder may in writing waive such, notice either before or after the
meeting, and notice shall be waived by attendance at the meeting, unless lack of
proper notice is alleged prior to or at the commencement of the meeting.

     SECTION 2.4 - QUORUM AND ADJOURNMENTS. The holders of voting shares
entitling them to exercise a majority of the voting power of the Corporation
shall constitute a quorum for a meeting of shareholders; provided, however, that
at any meeting, regardless of whether a quorum is present, the holders of a
majority of the voting shares represented thereat may adjourn from time to time
without notice other than by announcement at such meeting.

     SECTION 2.5 - VOTING. Only persons who appear as holders of voting shares
on the records of the Corporation as of the close of business on the record date
for such meeting, or, if no such record date shall have been fixed, at the time
of the meeting, shall be entitled to vote at meetings of shareholders.
Subscribers for voting shares shall have the right to vote such subscribed
shares while not in default of payment therefore.

     SECTION 2.6 - PROXIES. Any shareholder may be represented at a meeting of
shareholders for any purpose, including any vote to be taken thereat, by proxy
appointed in writing, executed by such shareholder and delivered to the
Secretary or presiding officer at or before such meeting.

     SECTION 2.7 - ORDER OF BUSINESS. The order of business at a meeting of
shareholders shall be as follows, to the extent that the same is consistent with
the purposes of such meeting:

     (a)  Designation of a secretary for the meeting, in the event the Secretary
          is absent therefrom.

     (b)  Statement regarding giving of notice of meeting.

     (c)  Calling roll and filing of proxies with Secretary.

     (d)  Reading and vote on approval of previously unapproved minutes.

     (e)  Report of President and reports of other officers.

     (f)  Consideration and approval of action of officers and directors.

     (g)  Unfinished business.

     (h)  New business.

     (i)  Election of directors.

     (j)  Adjournment.

                                      - 2 -


     SECTION 2.8 - ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of shareholders may be taken, without a meeting in a written document
signed by all the shareholders entitled to vote.

                                    ITEM III

                                    DIRECTORS

     SECTION 3.1 - NUMBER. The number of directors shall be four.

     SECTION 3.2 - ELECTION. At each meeting of the shareholders for the
election of directors, the nominees receiving the greatest number of votes shall
become the directors. Directors may be elected at any meeting of shareholders If
the notice therefore states that one of the purposes of such meeting is the
election of directors.

     SECTION 3.3 - TENURE OF OFFICE. Each director shall hold office until his
successor is elected and qualified or until his earlier resignation, removal
from office, or death. A director shall be deemed to have been removed from
office if he is not reelected at a shareholders meeting at which the Board of
Directors is elected.

     SECTION 3.4 - VACANCIES. Whenever any vacancy shall occur among the
directors, the remaining directors may, by a vote of a majority of their number,
fill such vacancy.

     SECTION 3.5 - MEETINGS. Meetings of the directors shall be held at such
time and location in Ohio as are designated in the call therefore and may be
called by (a) the President, (b) the Vice President, or (c) any two directors.
Meetings of the directors may also be held at any time and location if all
directors are present or file written consents to such meeting.

     SECTION 3.6 - NOTICE OF MEETINGS. Written notice of all meetings of
directors stating the time and location thereof shall be given by mail, telegram
or cablegram to each director at his last known address, or by personal
delivery, not less than two nor more than fourteen days prior to such meeting. A
director may in writing waive such notice either before or after the meeting,
and notice shall be waived by attendance at the meeting, unless lack of proper
notice is alleged prior to or at the commencement of the meeting.

     SECTION 3.7 - QUORUM AND ADJOURNMENTS. A majority of the directors shall
constitute a quorum; provided, however, that at any meeting, regardless of
whether a quorum is present, a majority of the directors present may adjourn
from time to time without notice other than by announcement at such meeting.

     SECTION 3.8 - VOTING. At any meeting of the directors at which a quorum is
present, all matters before the meeting, except for filling a vacancy, shall be
decided by the affirmative vote of not less than a majority of the directors
present.

                                      - 3 -


     SECTION 3.9 - ACTION WITHOUT A MEETING. Any action which may be taken at a.
meeting of directors may be taken without a meeting in a written document signed
by all the directors.

     SECTION 3.10 - POWERS AND DUTIES. The directors shall:

     (a)  Exercise the powers of the Corporation, conduct its business and
          affairs, and control its property.

     (b)  Elect and in their discretion remove or suspend officers.

     (c)  Fix and limit the powers and duties of all officers and fix the
          compensation of officers and directors.

     (d)  Designate a depository or depositories of funds of the Corporation and
          the officers or other persons who shall be authorized to sign checks,
          notes, drafts, and other commercial paper on behalf of the
          Corporation.

     (e)  Determine the fiscal year upon which the Corporation shall operate.

     (f)  In their discretion adopt a seal for the Corporation, which seal shall
          have inscribed thereon the name of the Corporation and such other
          recitals as they deem, appropriate. Unless the directors shall adopt a
          seal, the Corporation shall have no seal.

     (g)  In their discretion enact, amend or repeal such by-laws for their own
          government as may be consistent with the Articles of Incorporation and
          the Regulations.

                                     ITEM IV

                                    OFFICERS

     SECTION 4.1 - OFFICERS DESIGNATED. The officers of the Corporation shall
consist of a President, two Vice Presidents, a Secretary, a Treasurer and such
other officers as the directors may deem appropriate.

     SECTION 4.2 - ELECTION. The officers shall be elected by the directors. An
officer need not be a director or shareholder of the Corporation. One person may
hold two or more offices, but no person shall execute any document of the
Corporation in more than one capacity, if such document is required by law, the
Articles, the Regulations, or the By-Laws to be executed, acknowledged or
certified by two or more officers.

     SECTION 4.3 - TENURE OF OFFICE. Each officer shall hold office until the
first meeting of directors following the annual meeting of shareholders next
following his election and until his successor is elected and qualified, or
until his earlier resignation, removal from office or death.

                                      - 4 -


     SECTION 4.4 - POWERS AND DUTIES. The following officers shall have the
following powers and duties

     (a)  PRESIDENT. The President shall be the chief executive officer of the
          Corporation and shall have general supervision over its property,
          business and affairs, subject to the supervision and control of the
          directors. He shall preside at all meetings of shareholders and
          directors.

     (b)  VICE PRESIDENTS. The Vice Presidents shall perform the duties of the
          President in the event of the absence, disability or death of the
          President.

     (c)  SECRETARY. The Secretary shall record and maintain the minutes of all
          meetings of the shareholders and the directors in books provided for
          that purpose. He shall maintain records of the names and addresses of
          the shareholders of the Corporation.

     (d)  TREASURER. The Treasurer shall maintain current and complete records
          of account, have custody of the funds of the Corporation, deposit all
          such funds in such depositories as the directors may designate and
          render to the directors, upon their request, statements of the
          financial condition of the Corporation.

     SECTION 4.5 - DELEGATION OF DUTIES. The directors may delegate the duties
of any officer to any other officer and may require the performance of duties in
addition to those mentioned herein.

                                     ITEM V

                                 INDEMNIFICATION

     Each director, officer and employee, or a former director, officer or
employee, or any person who is serving or has served at the request of the
Corporation as a director, officer or employee of another corporation, shall be
indemnified by the Corporation against expenses, judgments, decrees, fines,
penalties or amounts paid in settlement in connection with the defense of any
pending or threatened action, suit or proceedings, criminal or civil, to which
he is or may be a party by reason of being or having been such director, officer
or employee; provided (a) he is adjudicated or determined not to have been
negligent or guilty of misconduct in the performance of his duty to the
Corporation, (b) he is determined to have acted in good faith in what he
reasonably believed to be the best interest of the Corporation, and (c) in any
matter the subject of a criminal action, suit or proceeding, he is determined to
have had no reasonable cause to believe that his conduct was unlawful. The
determination as to (b) and (c) and, in the absence of adjudication as to (a) by
a court of competent jurisdiction, the determination as to (a) shall be made by
the directors of the Corporation acting at a meeting at which a quorum
consisting of directors who are not parties to or threatened with any such

                                      - 5 -


action, suit or proceeding is present. Any director who is a party to or
threatened with any such action, suit or proceeding shall not be qualified to
vote, and, if for this reason a quorum of directors cannot be obtained to vote
on such indemnification, no indemnification shall be made, unless such
indemnification is approved by (a) the holders of a majority of the voting
shares of the Corporation, excluding for the purposes hereof shares held or
controlled by every person who is a party to or threatened with any such action,
suit, or proceeding, or (b) a court of competent jurisdiction. Such right of
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled.

                                     ITEM VI

                                   AMENDMENTS

     The Regulations may be amended, or new regulations may be enacted, (a) by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation at any meeting called for such
purpose, or (b) without a meeting by the written approval of the holders of all
voting shares of the Corporation In the event of amendment or the enactment by
such written consent, the. Secretary of the Corporation shall mail a copy of
such amendment or new regulations to each shareholder who did not participate in
the approval thereof.

                                      - 6 -


                               AMERIPATH PCC, INC.

                             AMENDMENT TO THE BYLAWS

     The sole shareholder of AmeriPath PCC, Inc. (the "Corporation") adopted a
resolution on November 29, 2001 that amended the Bylaws of the Corporation as
follows:

     Section 3.1 is deleted in its entirety and replaced with a new Section 3.1
to read as follows:

          "SECTION 3.1 NUMBER. The number of directors shall not be fewer
     that one or more than five, the precise number to be fixed by
     resolution of the shareholders or of the Board of Directors from time
     to time."

EX-3.41

                                                                    EXHIBIT 3.41

DSCB 15-1306 (Rev. 89)
P.O. NALF COMPANY PGH: PA 16219

Microfilm Number____________                       Filed with the Department of
                                                       State on APR 27 1992

Entity Number 2087645                                    /s/ [ILLEGIBLE]
                                                   ----------------------------
                                                   Secretary of the Commonwealth

                            ARTICLES OF INCORPORATION

Indicate type of domestic corporation (check one):

                                                
/ / Business-stock (15 Pa. C.S. Section 1306)      /X/ Professional (15 Pa C.S. Section 2903)

/ / Business-nonstock (15 Pa. C.S. Section 2102)   / / Management (15 pa. C.S. Section 2071)

/ / Business statutory dose (15 Pa C.S.            / / Cooperative (15 Pa. C.S. Section 7701)
    Section 2304a is applicable)



1.  The name of the corporation is: The Dermatopathology Laboratory, P.C.

    This corporation is incorporated under the provisions of the Business
    Corporation Law of 1988

2.  The address of this corporation's initial (a) registered office in this
    Commonwealth or (b) commercial registered office provider and the county of
    venue is:

(a) St, Francis Medical Center, 400 45th Street, Pittsburgh, PA 15201  Allegheny
    ----------------------------------------------------------------------------
    Number and Street     City           State          Zip             County

(b)  N/A
    ----------------------------------------------------------------------------
    Name of Commercial Registered Office Provider                       County

    For a corporation represented by a commercial registered office provider,
    the county in (b) shall be deemed the county in which the corporation is
    located for venue and official publication purposes.

3.  The aggregate number of shares authorized is: 20,000 (other provisions, if
    any attach 5 1/2x 11 sheet)

4.  The name and address, including street and number, if any. of each
    Incorporator is:



    Name                 Address                     Signature                  Date
                                                                      
    Alan R.Silverman     5340 Maynard Street         /s/ Alan R.Silverman      4/21/92
                         Pittsburgh, PA 15217


5.  The specified effective date, if any, is:
                                             -----------------------------------
                                             month   day    year    hour, if any

6.  Any additional provisions of the articles, if any, attach an
    8 1/2 x 11 sheet.
                  SEE ATTACHMENT

7.  Statutory close corporation only: Neither the corporation nor any
    shareholder shall make an offering of any of its shares of any class that
    would constitute a "Public Offering" within the meaning of the Securities
    Act of 1933 (15U.S.C, Section 77A at seq.).

8.  Business cooperative corporations only: (Complete and strike out
    inapplicable term) The common bond of membership among Its
    members/shareholders is:____________________________________________________



                      THE DERMATOPATHOLOGY LABORATORY, P,C.

                             Attachment to Item 6 of
                            Articles of Incorporation

    In each election of Directors, shareholders entitled to vote shall not have
the right of cumulative voting.



                                    9790-1010

DSCB 15-1915 (Rev 90)
P. O. NALY COMPANY, PGH, PA 16219

Microfilm Number_________________                Filed with the Department of
                                                 State on  DEC 12 1997

Entity Number 2007645                                    /s/ [ILLEGIBLE]
                                                --------------------------------
                                                 Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION

    In compliance with the requirement of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, designing to amend
its Articles hereby states that:

1.  The name of the corporation is: THE DERMATOPATHOLOGY LABORATORY, P.C

2.  The (a) address of this coporation's current registered office in this
    commonwealth or (b) name of its commercial registered office provider and
    the county of venue is (the Department is hereby authorized to correct the
    following information to conform to the records of the Department):

    (a) ST. FRANCIS MEDICAL CENTER, 45TH STREET, PITTSBURGH, PA 15201  ALLEGHENY
        ------------------------------------------------------------------------
        Number and State              City             State     Zip    County

    (b) c/o                       N/A
            --------------------------------------------------------------------
            Name of Commercial Registered Office Provider               County

    For a corporation represented by a commercial registered office provider,
    the country in (b) shall be deemed the country in which the corporation is
    located for venue and official publication purpose.

3.  The statute by or under which it was incorporated is The General Association
    Act of 1988, Act of December 21, 1988 (P.L. 1444, No. 177)

4.  The date of its incorporation is April 27, 1992

5.  (Check and if appropriate complete, one of the following):

    /X/ The amendment shall be effective upon filling these Articles of
        Amendment in the Department of State

    / / The amendment shall be effective on ________________ at ________________
                                                  Date               Hour

6.  (Check one of the following)

    /X/ The amendment was adopted by the shareholders (or members) pursuant to
        15 Pa C.S. Section 1914(a) and (b).

    / / The amendment was adopted by the board of directors pursuant to 15 Pa
        C.S. Section1914(c).

7.  (Check, and if appropriate completed, one of the following):

    / / The amendment adopted by the corporation, set forth in full, is as
        follows:

    /X/ The amendment adopted by the corporation as set forth in full in Exhibit
        A attached hereto and made a part hereof.

[SEAL]



                                    9797-1011

DSCB 15-1915 (Rev 90)-2

8.  Check if the amendment ???? this Article):

    / / The restated Articles of Incorporation ??? the original Articles and all
        amendments thereto.

    IN TESTIMONY WHEREOF of the undersigned corporation the caused these
Articles of Amendment to be signed by a duly authorized officer thereof the 12th
day of December, 1997.


                                         THE DERMATOPATHOLOGY LABORATORY, P.C.
                                         ---------------------------------------
                                                   (Name of Corporation)

                                         BY: /s/ Alan R. Silverman
                                             -----------------------------------
                                                       (signature)

                                         TITLE: Alan R. Silverman, Secretary



                                    9790-1012

                      THE DERMATOPATHOLOGY LABORATORY, P.C.

                             EXHIBIT A TO ITEM 7 OF
                              ARTICLES OF AMENDMENT

     RESOLVED, that the name of this Corporation be, and it hereby is, changed
from "The Dermatopathology Laboratory, P.C.", to "Ameripath Pennsylvania, Inc.";
and

     RESOLVED FURTHER, that this Corporation be, and it hereby IS, changed from
a professional corporation to a business corporation; and

     RESOLVED STILL FURTHER, that the Articles of Incorporation of this
Corporation (hereinafter, "the Articles") be, and they hereby are, amended in
the manner set forth below:

     A Paragraph 9 is hereby added to the Articles as follows:

          "9. The Corporation Shall have unlimited power to engage in and do any
     or all lawful business for which corporations may be incorporated under the
     General Association Act, act of December 21, 1988 (P.L. 1444, No. 177),
     under which Act this corporation, a corporation for profit, is
     incorporated.

          RESOLVED STILL FURTHER, that the proper officers of the Corporation
     be, and they hereby are, authorized and directed to execute Articles of
     Amendment setting forth the above changes, and to file such Articles of
     Amendment with the Commonwealth of Pennsylvania, on the Corporation's
     behalf.

EX-3.42

                                                                    EXHIBIT 3.42

                          AMERIPATH PENNSYLVANIA, INC.

                                     BY-LAWS

                                     OFFICE

     1.   The registered office of AmeriPath Pennsylvania, Inc., shall be
located at St. Francis Medical Center, 45th Street, Pittsburgh, Pennsylvania
15201, and may be changed from time to time by resolution of the Board of
Directors.

                             SHAREHOLDERS' MEETINGS

     2.   The annual meeting of the shareholders shall be held on such day and
at such time and place as may be designated by the Board of Directors, or, if
not so designated, as shall be agreed to by the shareholders, or if not so
designated or agreed to by the shareholders, on the 15th day of December of each
year, if not a legal holiday, then on the next business day following, at 4
o'clock P.M., local time, at the registered office of the corporation.

     3.   Special meetings of the shareholders shall be held at such place as
may be designated by the Board of Directors, or, if not so designated, at the
registered office of the corporation.

                                    DIRECTORS

     4.   The property and business of the Corporation shall be managed by a
Board of two (2) members, as shall be determined from time to time by the
Shareholders of the Corporation.

     5.   The term of office of each Director shall extend from the time of his
election and qualification until the annual meeting of shareholders held next
after his election, or until his death, resignation or removal or until his
successor shall have been elected and qualified.

                               DIRECTORS MEETINGS

     6.   The regular annual meeting of the Board of Directors shall be held
immediately following and at the same place as the annual meeting of the
shareholders, and no notice shall be necessary if a majority of the full Board
shall be present, or the Board may meet at such time and place as shall be fixed
by the consent in writing of all of the Directors.



     7.   Other regular meetings of the Board of Directors may be held at such
place and time as the Board of Directors may determine. Notice of such regular
meetings of the Board shall not be required to be given, except that whenever
the time or place of regular meetings shall be initially fixed or changed,
notice of such action shall be mailed promptly to each Director.

     8.   Special meetings of the Board of Directors may be called at any time
by the Board itself, by vote at a meeting, or by any Directors, or by the
President or Vice President, to be held at such time and at such place as the
person or persons requesting the meeting shall direct.

     9.   Notice of all special meetings of the Board of Directors shall be
given to each Director by being mailed on at least the third (3rd) day prior to
the date of the meeting.

                                    OFFICERS

     10.  The officers of the corporation shall be chosen by the Board of
Directors for such terms and compensation as the Board of Directors may
determine and shall consist of a President, such Vice Presidents as may be
determined by the Board of Directors, a Secretary, and a Treasurer. The Board of
Directors may in the Board's discretion leave any of the foregoing offices
unfilled to the extent permitted by law. Any two or more offices may be held by
the same person. The Board of Directors may from time to time appoint such
additional officers, agents employees and independent contractors as the Board
shall deem advisable and prescribe then duties, conditions of employment and
compensation. Subject to the power of the Board of Directors, the President may
employ form time to time such other agents, employees an independent contractors
as the President may deem advisable and prescribe their duties, conditions of
employment and compensation.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     11.  The corporation shall indemnify every Director of officer, or former
Director of officer, or any person who may have served, at the Board's request,
as the Director or officers of another corporation in which it owns shares of
capital stock or of which it is a creditor, against expenses actually and
necessarily incurred by such person in connection with the defense of any
action, suit or proceeding in which such person is made a party by reason of
being or having been a Director or officer, or a Director of officer of such
other corporation, except in relation to matters as to which any such Director
or officer or former Director or officer shall be adjudged, in such action, suit
or proceeding, to be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any By-Law, agreement, vote of
shareholders or otherwise.

                                       -2-


                             SHARES OF CAPITAL STOCK

     12.  The share certificates issued by the corporation shall be signed by
the President or the Vice President and by the Secretary or Treasurer or the
Assistant Secretary and sealed with the corporate seal of the corporation, and
if a Registrar has been appointed by the Board, such certificates shall be
countersigned by the Registrar.

     13.  The transfer of shares shall be made on the books of the corporation
only when authorized by the person named in the certificate and upon surrender
of the certificate therefor.

     14.  New certificates for shares of stock may be issued to replace
certificates lost, stolen, destroyed or mutilated, upon such terms and
conditions, including proof of loss or destruction and the giving of a
satisfactory bond or indemnity, as the Board of Directors may determine.

     15.  The corporation shall be entitled to treat the owner of record of any
share or shares of stock as the owner in fact thereof, and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly otherwise provided by the laws of
Pennsylvania.

                                   FISCAL YEAR

     16.  The fiscal year shall end on Aril 30 of each year, or on such other
date as shall be fixed by resolution of the Board of Directors.

                                FINANCIAL REPORTS

     17.  The Board of Directors shall have discretion to determine whether
financial reports shall be sent to the shareholders, what such reports shall
contain, and whether such reports shall be audited or accompanied by the report
of an independent or certified public accountant.

                                   AMENDMENTS

     18.  These Bylaws may be altered, amended and repealed, and new Bylaws may
be adopted, by a majority vote of the members of the Board of Directors, subject
always to the power of the shareholders to change such action.

                                       -3-


                          AMERIPATH PENNSYLVANIA, INC.

                             AMENDMENT TO THE BYLAWS

     The Board of Directors of AmeriPath Pennsylvania, Inc. (the "Corporation")
adopted a resolution on November 29, 2001 that amended the Bylaws of the
Corporation as follows:

     Paragraph 4 is deleted in its entirety and replaced with a new paragraph 4
to read as follows:

          "4. The property and business of the Corporation shall be managed by a
     Board of Directors. The number of directors of the Corporation shall not be
     fewer than one nor more than five, the exact number to be fixed by
     resolution of the shareholders or of the Board of Directors from time to
     time."

EX-3.43

                                                                    EXHIBIT 3.43

[SEAL]

                          CERTIFICATE OF INCORPORATION

                                       OF

                          CONSULTING PATHOLOGISTS P.A.

     THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the Professional
Service Corporation Act, being Chapter 232, Laws of New Jersey, approved
December 16, 1969, does hereby certify as follows:

     FIRST:    The name of the corporation is:

                          CONSULTING PATHOLOGISTS P.A.

     SECOND:   The initial registered office of the corporation is to be located
at 1004 Annapolia Lane, Cherry Hill, New Jersey 08003. The name of its initial
registered agent at that address in HERMAN HURWITZ, M.D.

     THIRD:    The objects for which the corporation is formed are as follows:

               To engage in the practice of Medicine, including clinical and
     anatomic pathology, by properly 1icensed persons, and to do and perform any
     other act permitted by the New Jersey Professional Service Corporation Act.

               To own real or personal property necessary for, or appropriate,
     or desirable, in the fulfillment or rendering of its specific



     professional service or services, and to invest its finds in real estate,
     mortgages, stocks, bonds or any other type of investment.

     FOURTH:   The aggregate number of shares which the corporation is
authorized to issue is two thousand five hundred (2,500) and the par value of
each of such shares is One Dollar ($1.00).

     FIFTH:    The number of directors constituting the first board is three
(3), and the names and addresses of the persons who are to serve as such
directors are:



      NAME                                        ADDRESS
      ----                                        -------
                                        
DOMENIC F. COLETTA, M.D.                   3190 Tremont Avenue
                                           Travose, Pennaylvania 19047

GORDON FINK, M.D.                          1115 Tower Lane East
                                           Narberth, Pennaylvania 19072

HERMAN HURWITZ, M.D.                       1004 Annapolia Lane
                                           Cherry Hill, New Jersey 08003


who are duly licensed practicing medical doctors of the State of New Jersey; are
the directors to be qualified and shall be the only shareholders in the
corporation.

     SIXTH:    The name and address of the incorporator is GORDON FINK, M.D.,
1115 Tower Lane East, Narberth, Pennaylvania 19072.

     SEVENTH:  This corporation shall have and possess generally all of the
rights, privileges, bene-



fits and powers permitted to corporations organised under the Professional
Service Corporation Act for the practice of the profession of medicine,
including clinical and anatomic pathology, as shall be appropriate and lawful
under said statute.

     EIGHTH:   Meetings of the shareholders shall be held at the principal
office of the corporation in the State of New Jersey.

     IN WITNESS WHEREOF, I have here unto set my hand and seal the 18th day of
February, 1977.

                                                            /s/ Gordon Fink
                                                       -------------------------
                                                           GORDON FINK, M.D.

[SEAL]



                            CERTIFICATE OF AMENDMENT
                       TO THE CERTIFICATE OF INCORPORATION
                                       OF
                          CONSULTING PATHOLOGISTS. P.A.

                                                                 FILED
                                                              JUL 23 1999

                                                       James A. DiEloutario, Jr,
                                                            State Treasurer

To:  Department of the Treasury
     Division of Revenue
     State of New Jersey

          Purpose to the provisions of Section 14A: 9-2(4) and section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:

     1. The name of the corporation is CONSULTING PATHOLOGISTS, P.A.

     2. The following amendments to the Certificate of Incorporation were
approved by the directors and thereafter duly adopted by the shareholders of the
corporation on July 19,1999.

          RESOLVED, that the Certificate of Incorporation be amended in part to
read as follows:

          "FIRST: The name of the corporation is AMERIPATH PHILADELPHIA, INC.

          SECOND: The Certificate of Incorporation shall be amended to change
from a professional association to a Title 14A For Profit Corporation.

          THIRD: The purpose or purposes for which the corporation is organized
are:

          To engage in any activity within the purposes for which corporations
may be organized under the provisions of the New Jersey Business Corporation
Act."

     3. Adoption was by unanimous written consent without a meeting in
accordance with Section 14A: 5-6, Corporations, General of the New Jersey
Statutes

Dated this 20 day of July, 1999.

                                                     BY   /s/ Gordon B. Fink
                                                       -------------------------
                                                       GORDON B. FINK, President

622493
1189993

                                                                       010034926

EX-3.44

                                                                    EXHIBIT 3.44

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                          AMERIPATH PHILADELPHIA, INC.
                           (a New Jersey Corporation)

                                    ARTICLE I

                                  SHAREHOLDERS

     1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares shall
set forth thereon the statements prescribed by Section 14A:7-1 1, and, where
applicable, by Sections 14A:5-21 and 14A;12-5, of the New Jersey Business
Corporation Act and by any other applicable provision of law and shall be signed
by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and may be counter-signed by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be scaled
with the corporate seal or a facsimile thereof. Any or all other signatures upon
a certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of its issue.

     A card which is punched, magnetically coded, or otherwise treated so as to
facilitate machine or automatic processing, may be used as a share certificate
if it otherwise complies with the provisions of Section 14A:7-11 of the New
Jersey Business Corporation Act.

     The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of any lost or destroyed
certificate, or his legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or destruction of any such certificate
or the issuance of any such new certificate.

     2. FRACTIONAL SHARE INTERESTS. Unless otherwise provided in its certificate
pf incorporation, the corporation may, but shall not be obliged to, issue
fractions of a share and certificates therefor. By action of the Board, the
corporation may, in lieu of issuing fractional shares, pay cash equal to the
value of such fractional share or issue scrip in registered or bearer form which
shall entitle the holder to receiver certificate for a full share upon the
surrender of such scrip aggregating a full share. A certificate for a fractional
share shall entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any distribution of assets of the corporation in
the event of liquidation, but scrip shall not entitle the holder to exercise
such voting rights, receive dividends or participate in any such distribution of
assets unless such scrip shall go provide. All scrip shall be issued subject to
the condition that it shall become void if not exchanged for certificates
representing full shares before a specified date.



     3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the corporation shall
be made only on the share record of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endowed and the payment of all taxes due
thereon, if any.

     4. RECORD DATE FOR SHAREHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for determining the shareholders with regard
to any corporate action or event and, in particular, for determining this
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof; to give a written consent to any action without a
meeting; or to receive payment of any dividend or allotment of any right. Any
such record date shall in no case be more than sixty days prior to the
shareholders, meeting or other corporate action or event to which it relates Any
such record date for a shareholders meeting shall not be less than ten days
before the date of the meeting. Any such record date to determine shareholders
entitled to give a written consent shall not be more than sixty days before the
date fixed for tabulation of the consents or, if no date has been fixed for
tabulation, more than sixty days before the last day on which consents received
may be counted. If no such record date is fixed, the record date for a
shareholder's meeting shall be the close of business on the day next preceding
the day on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; and the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the resolution of the Board of Directors relating thereto is
adopted. When a determination of shareholders of record for a shareholders'
meeting has been made AS provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date under this section for the adjourned meeting.

     5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding share of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the New Jersey Business Corporation Act confers such rights notwithstanding
that the Certificate of incorporation may provide for more than one class or
series of shares, one or more of which are limited or denied such rights
thereunder.

     6. SHAREHOLDER MEETINGS.

     - TIME. The annual meeting shall be held at the time fixed, from time to
time, by the directors, provided, that the first annual meeting shall he held on
a date within thirteen months after the organization of the corporation, and
each successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. If, for any reason, the
directors shall fail to fix the time for an annual meeting, such meeting shall
be held at noon on the first Tuesday in April. A special meeting shall be held
on the date fixed by the directors.

                                        2


     - PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of New Jersey, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of. New
Jersey.

     - CALL. Annual meetings may be called by the directors or by the President
or by any officer instructed by the directors to call the meeting/Special
meetings maybe called in like manner.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written notice, of
every meeting shall be given, stating the time, place, and purpose or purposes
of the meeting. If any action is proposed to be taken which would, if taken,
entitle shareholders to dissent and to receive payment for their, shares, the
notice shall include a statement of that purpose and to that effect. The notice
of every meeting shall be given, personally or by mail, and, except as otherwise
provided by the New Jersey Business Corporation Act, not less than ten days not
more than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have beep waived before or after the taking of
any action, to each shareholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in a post office or official depository under the,
exclusive care and custody of the United States post office department. When a
meeting is adjourned to another time or place, it shall not be necessary to give
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting. However, if after the adjournment the
directors fix a new record dale for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder on the new record date.
Notice of a meeting need not be given to any shareholder who submits a signed
waiver of notice before: or alter the meeting. The attendance of a shareholder
at a meeting without protesting prior to the conclusion of the meeting the lack
of notice of such meeting shall constitute a waiver of notice by him.

     - VOTING LIST. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make and certify a complete list of
the shareholders entitled to vote at the shareholders' meeting or any
adjournment thereof. Any such list may consist of cards arranged alphabetically
or any equipment which permits the visual display of the information required by
the provisions of Section 14A:5-8 of the New Jersey Business Corporation Act.
Such list shall be arranged alphabetically within each class, series if any, or
group of shareholders maintained by the corporation for convenience of
reference, with the address of, and the number of shares held by, each
shareholder, be produced (or available by means of a visual display) at the time
and place of the meeting; be subject to the inspection of any shareholder for
reasonable periods during the meeting; and be prima facie evidence as to who are
the shareholders entitled to examine such list or to vote at such meeting.

     CONDUCT OF MEETING. Meetings of the shareholders shall be presided over
by one of the following officers in the order of seniority, and if present and
acting the Chairman of the Board, if any, the Vice-chairman of the Board, if
any, President, a Vice-President, or, if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the

                                        3


shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

     PROXY REPRESENTATION. Every shareholder may authorize another person or
persons to act for him by proxy in all matters in which a shareholder is
entitled to participate, whether by waiving notice of or the lapse of the
prescribed period of time before any meeting, voting or participating at a
meeting, or expressing consent without a meeting, in accordance with the
provisions of Section 14A:5-19 of the New Jersey Corporation Act.

     INSPECTORS - APPOINTMENT. The directors, in advance of any meeting, or of
the tabulation of written consents of shareholders without a meeting may, but
need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof or to tabulate such consents and make a written report
thereof. If an inspector or inspectors to act at any meeting of shareholder are
not so appointed by the directors or shall fail to qualify, if appointed, the
person presiding at the shareholders' meeting may, and on the request of any
shareholder entitled to vote thereat shall, make such appointment. In case any
person appointed as inspector fails to appear or act, the vacancy may be filled
by appointment made by the directors in advance of the meeting or at the meeting
by the person presiding at the meeting. Each inspector appointed, if any before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability. No person shall be elected a director in
an election for which he has served as an inspector. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum the validity
and effect of proxies, and shall receive votes or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate all votes of consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholder. If
there are three or more inspectors, the act of a majority shall govern. On
request of the person presiding at the meeting or any shareholder entitled to
vote thereat, the inspectors shall make a report in writing of any challenge,
question, or matter determined by them. Any report made by them shall be prima
facie evidence of the facts therein stated, and such report shall be filed with
the minutes of the meeting.

     - QUORUM. Except for meetings ordered by the Superior Court to be called
and held pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey Business
Corporation Act, the holders of the shares entitled to cast at least a majority
of the votes at a meeting shall constitute a quorum at the meeting of
shareholders for the transaction of business.

     The shareholders present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Less than a quorum may adjourn.

     - VOTING. Each share shall entitle the holder thereof to one vote period.
In the election of directors, a plurality of the vote cast shall elect, and no
election need be by ballot unless a shareholder demands the same before the
voting begins. Any other action shall be authorized by a majority of the votes
cast except where the New Jersey Business Corporation Act prescribes a different
proportion of votes.

                                        4


     7. SHAREHOLDER ACTION WITHOUT MEETINGS. Subject to any limitations
prescribed by the provisions of Sections 14A: 5-6 and 14A:.5-7 of the New Jersey
Business Corporation Act and upon compliance with said provisions, any action
required or permitted to be taken at a meeting of shareholders by the provisions
of said Act of by the Certificate of Incorporation or these By-Laws may be taken
without a meeting if all of the shareholders entitled to vote thereon consent
thereto in writing and (except for the annual election of directors) may also be
taken without a meeting, without prior notice, and without a vote, by less than
all of the shareholders who would have been entitle to cast the minimum number
of votes which would be necessary to authorize any such action at a meeting at
which all shareholders entitled to vote thereon were present and voting.
Whenever any action is taken pursuant to the foregoing provisions, the written
consents of the shareholders consenting thereto or the written report of
inspectors appointed to tabulate such consents shall be filed with the minutes
of proceedings of shareholders.

                                   ARTICLE II

                                 GOVERNING BOARD

     1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and affairs of the
corporation shall be managed and conducted by or under the direction of a
governing board, which is herein referred to as the "Board of Directors" or
"directors" notwithstanding that the members thereof may otherwise bear the
titles of trustees, managers, or governors or any other designated title, and
notwithstanding that only one director legally constitutes the Board. The word
"director" or "directors" likewise herein refers to a member or to members of
the governing board notwithstanding the designation of a different official
title or titles. The use of the phrase "entire board" herein refers to the total
number of directors which the corporation would have if there were no vacancies.
The Board of Directors, by the affirmative vote of a majority of directors in
office and irrespective of any personal interest of any of them shall have
authority to establish reasonable compensation of directors for services to the
corporation as directors, officers, or otherwise.

     2. QUALIFICATIONS AND NUMBER. Each director shall be at least eighteen
years of age. A director need not be a the shareholder, a citizen of the United
States, or a resident of the State of New Jersey. The number of directors of the
corporation shall be not less than one nor more than_______. The first Board and
subsequent Boards, shall consist of two directors until changed as hereinafter
provided. The directors shall have power from time to time, in the interim
between annual and special-meetings of the shareholders, to increase or decrease
their number within the minimum and maximum number hereinbefore prescribed.

     3. ELECTION AND TERM. The first Board of Directors shall hold office until
the first annual meeting of shareholders and until their successors have been
elected and qualified. Thereafter, directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to fill
vacancies, and newly created directorships, shall hold office until the next
succeeding annual meeting of shareholders and until their successors have been
elected and qualified. In the interim between annual meetings of shareholders or
of special meetings of shareholders called for the election of directors, newly
created directorships and any existing vacancies in the Board of Directors,
including vacancies resulting from the removal of directors

                                        5


for cause or without cause, may be filled by the affirmative vote of the
remaining directors, although less than a quorum exists or by the sole remaining
director. A director may resign by written notice to the corporation. The
resignation shall be effective upon receipt thereof by the corporation or at
such subsequent time as shall be specified in the notice of resignation. When
one or more directors shall resign from the Board of Directors effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective.

     4. REMOVAL OF DIRECTORS. One or more or all the director of the corporation
may be removed for cause or without cause by the shareholders. The Board of
Directors shall have the power to remove directors for cause and to suspend
directors pending a final determination that cause exists for removal.

     5. MEETINGS.

     - TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.

     - PLACE. Meetings shall be held at such place within or without the State
of New Jersey as shall be fixed by the Board.

     - CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, of the President, or of a majority of the
directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. The notice of any meeting need not specify the business to be
transacted at, or the purpose of the meeting. Any requirement of furnishing a
notice shall be waived by any director who signs a waiver of notice before or
after the meeting, or who attends the meeting without protesting, prior to the
conclusion of the meeting the lack of notice to him. Notice of an adjourned
meeting need not be given if the time and place are fixed at the meeting
adjourning, and if the period of adjournment does not exceed tea days in any one
adjournment.

     - QUORUM AND ACTION. Each director shall have one vote at meetings of the
Board of Directors. The participation of directors with a majority of the votes
of the entire Board shall constitute a quorum for the transaction of business.
Any action approved by a majority of the votes of directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors unless
the New Jersey Business Corporation Act requires a greater proportion. Where
Appropriate communication facilities are reasonably available any or all
directors shall have the right to participate in all or any part of a meeting of
the Board of Directors or a committee of the Board of Directors by means of
conference telephone or any means of communication by which all persons
participating in the meeting are able to hear each other.

                                        6


     - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present, shall preside at all meetings. Otherwise, the President, if present, or
any other director chosen by the Board, shall preside.

     6. COMMITTEES. The Board of Directors, by resolution, adopted by a majority
of the entire Board of Directors, may appoint from among its members one or more
directors to constitute an Executive Committee and one or more other committees,
each of which, to the extent provided in the resolution appointing it, shall
have and may exercise all of the authority of the Board of Directors with the
exception of any authority the delegation of which is prohibited by Section
14A:6-9 of the New Jersey Business Corporation Act. Actions taken at a meeting
of any such committee shall be reported to the Board of Directors at its next
meeting following such committee meeting; except that, when the meeting of the
Board is held within two days after the committee meeting, such report shall, if
not made at the first meeting, be made to the Board at its second meeting
following such committee meeting. Each director of a committee shall have one
vote at meetings of that committee. The participation of directors with the
majority of the votes of a committee shall constitute a quorum of that committee
for the transaction of business. Any action approved by a majority of the votes
of directors of a committee present at a meeting of that committee at which a
quorum is present shall be the act of the committee unless me New Jersey
Business Corporation Act requires a greater proportion.

     7. WRITTEN CONSENT. Any action required or permitted to be taken pursuant
to authorization voted at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting, if, prior or subsequent to the action,
all members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing and such written consents are filed with the minutes
of the proceedings of the Board of Directors or committee. Such consent shall
have the same effect as a. unanimous vote of the Board of Directors or committee
for all purposes and may be stated as such many certificate or other document
filed with the Secretary of State of the State of New Jersey.

                                   ARTICLE III

                                    OFFICERS

     The directors shall elect a President, a Secretary, and a Treasurer, and
may elect a Chairman of the Board, a Vice-Chairman of the Board, one or more
Vice-Presidents Assistant Vice-Presidents, Assistant Secretaries, and Assistant
Treasurers, and such other officers and agents as they shall determine. The
President may but need not be a director. Any two or more offices may be held by
the same person but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law to be
executed, acknowledged, or verified by two or more officers.

     Unless otherwise provided in the resolution of election, each officer shall
hold office until the meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor baa been elected and
qualified.

     Officers shall have the powers and dudes defined in the resolutions
appointing them.

                                        7


     The Board of Directors may remove any officer for cause or without cause.
An officer may resign by written notice to the corporation. The resignation
shall be effective upon receipt thereof by the corporation or at such subsequent
time as shall be specified in the notice of resignation.

                                   ARTICLE IV

                       REGISTERED OFFICE BOOKS AND RECORDS

     The address of the initial registered office of the Corporation in the
State of New Jersey, and the name of the initial registered agent at said
address, are set forth in the original Certificate of Incorporation of the
corporation.

     The corporation shall keep books and records of account and minutes of the
proceedings of its shareholders, Board of Directors, and the Executive Committee
and other committee or committees, if any. Such books, records and; minutes may
be kept within or outside the State of New Jersey, The corporation shall keep at
its principal office, or at the office of its transfer agent, its registered
office, a record or records containing the names and addresses of all
shareholders, the number, class, and: series of shares held by each and the
dates when they respectively became the owners of record thereof Any of the
foregoing books, minutes, or records may be in written form or in any other form
capable of being converted into readable form within a reasonable time.

                                    ARTICLE V

                                 CORPORATE SEAL

     The corporate seal shall be in such form as the Board of Directors shall
prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

                                   ARTICLE VII

                              CONTROL OVER BY-LAWS

     On and after the dale upon which the first Board of Directors shall have
adopted the initial corporate By-Laws, which shall be deemed to have been
adopted by the shareholders for the purposes of the New Jersey Business
Corporation Act, the power to make, alter, and repeal the By-Laws of the
corporation may be exercised by the directors or the shareholders; provided,
that any By-Laws made by the Board of directors may be altered or repealed, and
new By-Laws made, by the shareholders.

                                        8

EX-3.45

                                                                    EXHIBIT 3.45

CERTIFIED TO BE A TRUE AND CORRECT COPY                             FILED
  AS TAKEN FROM AND COMPARED WITH THE
   ORIGINAL ON FILE IN THIS OFFICE                               FEB 25 2003

               MAR 05 2003                                       MARK HAMMOND
                                                              SECRETARY OF STATE
            /s/ Mark Hammond
- ---------------------------------------
 SECRETARY OF STATE OF SOUTH CAROLINA

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

TYPE OR PRINT CLEARLY IN BLACK INK

1.   The name of the proposal corporation is AmeriPath SC, Inc.

2.   The initial registered office of the corporation is
                                              5000 Thurmond Mall Boulevard
                                             -------------------------------
                                                      Street Address

      Columbia,                 Richland,            SC               29201
     ---------------------------------------------------------------------------
     City                       County              State             Zip Code

     and the initial registered agent at such address is
                                                  Corporation Service Company
                                                --------------------------------
                                                           Print Name

          I hereby consent to the appointment as registered agent of the
     corporation:


                    -----------------------------------------
                                Agent's Signature

3.   The corporation is authorized to issue shares of stock as follows. Complete
     "a" or "b", whichever is applicable:

     a.   /X/  The corporation is authorized to issue a single class of shares,
               the total number of shares authorized is 1,000

     b.   / /  The corporation is authorized to issue more that one class of
               shares:

                      Class of Shares           Authorized No. of Each Class

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

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

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

     The relative right, preference, and limitations of the shares of each
     class, and of each series within a class, are as follows:

4.   The existence of the corporation shall begin as of the filing date with the
     Secretary of State unless a delayed date is indicated (See Section
     33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)
     _____________________________________________________________________



                                                        AmeriPath SC, Inc
                                                     ---------------------------
                                                         Name of Corporation

5.   The optional provisions, which the corporation elects to include in the
     articles of incorporation, are as follows (See the applicable provisions of
     Section 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of
     Laws, as amended).

       See attached.

6.   The name, address, and signature of each incorporator is as follows (only
     one is required):

     a.    Joe DeLisle
          ---------------------------------------------
          Name

           Alston & Bird LLP
           1201 West Peachtree Street, Atlanta, GA 30309
          ---------------------------------------------
          Address

           /s/ Joe DeLisle
          ---------------------------------------------
          Signature

     b.
          ---------------------------------------------
          Name

          ---------------------------------------------
          Address

          ---------------------------------------------
          Signature

     c.
          ---------------------------------------------
          Name

          ---------------------------------------------
          Address

          ---------------------------------------------
          Signature

7.   I, Stephanie Jonhston Thomas, an attorney licensed to practice in the state
     of South Carolina, certify that the corporation, to whose articles of
     incorporation this certificate is attached, has complied with the
     requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of
     Laws, as amended, relating to the articles of incorporation.

Date: February 24, 2003
                                             /s/ Stephanie Johnston Thomas
                                             -----------------------------------
                                             Signature

                                              Stephanie Johnston Thomas
                                             -----------------------------------
                                             Type or Print Name

                                              Alston & Bird LLP
                                              1201 West Peachtree Street
                                             -----------------------------------
                                             Address

                                              Atlanta, GA 30309
                                             -----------------------------------

                                              (404) 881-7966
                                             -----------------------------------
                                             Telephone Number



                                  ATTACHMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                               AMERIPATH SC, INC.

5.   The initial Board of Directors shall consist of three (3) members whose
     names and addresses are as follows:

                             James C. New
                             c/o AmeriPath, Inc.
                             7289 Garden Road, Suite 200
                             Riviera Beach, FL 33404

                             James E. Billington
                             c/o AmeriPath, lnc. 7289 Garden Road
                             Suite 200
                             Riviera Beach, FL 33404

                             Gregory A. Marsh
                             c/o AmeriPath, Inc.
                             7289 Garden Road, Suite 200
                             Riviera Beach, FL 33404

EX-3.46

                                                                    EXHIBIT 3.46

                                     BYLAWS
                                       OF
                               AMERIPATH SC, INC.

                                   ARTICLE 1.
                                     OFFICES

     Section 1. REGISTERED OFFICE. The initial registered office of AmeriPath
SC, Inc., a South Carolina corporation (the "Corporation"), shall be located at
5000 Thurmond Mall Blvd., Columbia, Richland County, South Carolina 29201, c/o
Corporation Service Company.

     Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of South Carolina, as the Board
of Directors of the Corporation (the "Board of Directors") may from time to time
determine or as the business of the Corporation may require.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

     Section 1. ANNUAL MEETINGS. All annual meetings of the shareholders of the
corporation for the election of directors and for such other business as may
properly come before the meeting shall be held (i) on the fourth Friday of
February of each calendar year at 10:00 a.m., Eastern time, or on such other
date or at such other time as may be fixed, from time to time, by the Board of
Directors, and (ii) at such place, within or without the State of South
Carolina, as may be designated by or on behalf of the Board of Directors and
stated in the notice of meeting or in a duly executed waiver of notice thereof.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the Board of Directors, the President or the holders of not less than
ten percent (10%) of the Corporation's stock entitled to vote on any issue
proposed to be considered at such meeting. Special meetings of shareholders may
be held at such time and date, and at such place, within or without the State of
South Carolina, as shall be designated by the Board of Directors and set forth
in the notice of meeting required pursuant to Section 3 of this Article II.

     Section 3. NOTICE. A written notice of each meeting of shareholders shall
be given to each shareholder entitled to vote at the meeting at the address as
it appears on the stock transfer records of the Corporation, not less than ten
(10) nor more than sixty (60) days before the date of the meeting, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting. The notice so given shall state the date, time and place of the meeting
and, in the case of a special shareholders' meeting, the purpose or purposes for
which the meeting is called.



     Section 4. WAIVER OF NOTICE. Shareholders may waive notice of any meeting
before or after the date and time specified in the written notice of meeting.
Any such waiver of notice must be in writing, be signed by the shareholder
entitled to the notice and be delivered to the Corporation for inclusion in the
appropriate corporate records. Neither the business to be transacted at, nor the
purpose of, anY shareholders' meeting need be specified in any written waiver of
notice. Attendance of a person at a shareholders' meeting shall constitute a
waiver of notice of such meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting.

     Sections. RECORD DATE. For the purpose of determining shareholders entitled
to notice of or to vote at a shareholders' meeting, to demand a special meeting;
to act by written consent or to take any other action, the Board of Directors
may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy (70) days nor,
in the case of a shareholders' meeting, less than ten (10) days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a shareholders' meeting, then the record
date for such shall be the close of business on the day before the first notice
is delivered to shareholders.

     Section 6. QUORUM. A majority of the shares entitled to vote on a matter,
represented in person or by proxy, shall constitute a quorum for action on that
matter at a meeting of shareholders, If a quorum is not present or represented
at a meeting of shareholders, the holders of a majority of the shares
represented, and who would be entitled to vote at a meeting if a quorum were
present, may adjourn the meeting from time to time. Once a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity of
any action taken at the meeting or any adjournment thereof.

     Section 7. VOTING. If a quorum is present, action on a matter, other than
the election of directors, shall be approved if the votes cast by the
shareholders represented at the meeting and entitled to vote on the subject
matter favoring the action exceeds the votes cast opposing the action, unless a
greater number of affirmative votes or voting by classes is required by South
Carolina law or by the Articles of Incorporation. Directors shall be elected in
accordance with Article III, Section 3, of these Bylaws. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless otherwise provided under the Articles of Incorporation or
under South Carolina law.

     Section 8. PROXIES. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy. A
shareholder may appoint a proxy to vote or otherwise act for him by signing an
appointment form, either personally or by his attorney-in-fact. An appointment
of proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes.

                                       -2-


     Section 9. SHAREHOLDER ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any shareholders' meeting may be taken without a
meeting, without prior notice and without a vote if the action is taken by all
of the shareholders entitled to vote on the action. In order to be effective,
the action must be evidenced by one or more written consents describing the
action to be taken, dated and signed by all the shareholders entitled to vote on
the action, and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. If an action is to be taken by unanimous
consent of the voting shareholders, written notice of the proposed action must
be given to nonvoting shareholders at least ten (10) days before the action is
taken.

                                  ARTICLE III.
                                    DIRECTORS

     Section 1. POWERS. AH corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, the Board of Directors. Directors must be natural
persons who are at least 18 years of age but need not be residents of South
Carolina or shareholders of the Corporation.

     Section 2, COMPENSATION. Unless specifically authorized by a resolution of
the Board of Directors, the directors shall serve in such capacity without
compensation. The directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors. No such payments shall preclude any
director from serving in any other capacity and receiving compensation therefor.

     Section 3. NUMBER. ELECTION AND TERM. The number of directors of the
Corporation shall be fixed from time to time, within any limits set forth in the
Articles of Incorporation, by resolution of the Board of Directors. Any decrease
in the number of directors shall not shorten the term of an incumbent director.
Directors shall be elected annually, at the annual meeting of shareholders of
the Corporation, by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.

     Section 4. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors, though
less than a quorum of the Board of Directors, or by the shareholders at an
annual or special meeting called for that purpose.

     Section 5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause. A director may be removed by the shareholders
at a meeting of shareholders, provided the notice of the meeting states that the
purpose, or one of the purposes, of the meeting is the removal of the director.

                                       -3-


     Section 6. QUORUM AND VOTING. A majority of the number of directors fixed
by or in accordance with these Bylaws shall constitute a quorum for the
transaction of business at any meeting of directors. If a quorum is present when
a vote is taken, the affirmative vote of a majority of the directors present
shall be the act of the Board of Directors.

     Section 7. DEEMED ASSENT. A director who is present at a meeting of the
Board of Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented to the action taken unless (i) the
director objects at the beginning of the meeting (or promptly upon his arrival)
to the holding of the meeting or transacting specified business at the meeting,
or (ii) the director votes against or abstains from the action taken.

     Section 8. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
executive committee and one or more other committees each of which must have at
least two members and, to the extent provided in the designating resolution,
shall have and may exercise all the authority of the Board of Directors, except
such authority as may be reserved to the Board of Directors under South Carolina
law.

     Section 9. MEETINGS. Regular and special meetings of the Board of Directors
shall be held at the principal place of business of the Corporation or at any
other place, within or without the State of South Carolina, designated by the
person or persons entitled to give notice of or otherwise call the meeting.
Meetings of the Board of Directors may be called by the President or by any two
directors. Members of the Board of Directors (and any committee of the Board)
may participate in a meeting of the Board (or any committee of the Board) by
means of a conference telephone or similar communications equipment through
which all persons participating may simultaneously hear each other during the
meeting; participation by these means constitutes presence in person at the
meeting.

     Section 10. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice of the date, time, place or purpose of the meeting,
so long as the date, time and place of such meetings are fixed generally by the
Board of Directors. Special meetings of the Board of Directors must be preceded
by at least two (2) days' written notice of the date, time and place of the
meeting. The notice need not describe either the business to be transacted at or
the purpose of the special meeting.

     Section 11. WAIVER OF NOTICE. Notice of a meeting of the Board of Directors
need not be given to a director who signs a waiver of notice either before or
after the meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of that meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting and the manner in which it has
been called or convened, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
The waiver of notice need not describe either the business to be transacted at
or the purpose of the special meeting.

                                       -4-


     Section 12. DIRECTOR ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at a meeting of the Board of Directors (or a committee of
the Board) may be taken without a meeting if the action is taken by the written
consent of all members of the Board of Directors (or of the committee of the
Board). The action must be evidenced by one or more written consents describing
the action to be taken and signed by each director (or committee member), which
consent(s) shall be filed in the minutes of the proceedings of the Board. The
action taken shall be deemed effective when the last director signs the consent,
unless the consent specifies otherwise.

                                   ARTICLE IV.
                                    OFFICERS

     Section 1. OFFICERS. The officers of the Corporation shall consist of a
President, a Secretary and a Treasurer, and if elected by the Board of Directors
by resolution, a Chairman and one or more Vice Presidents. Such other officers
and assistant officers and agents as may be deemed necessary or desirable may be
appointed by the Board of Directors. Any two or more offices may be held by the
same person.

     Section 2. ELECTION AND TERM OF OFFICE. As far as practicable, the officers
of the Corporation shall be elected at the annual meeting of the Board of
Directors in February of each year. If the election of officers is not held at
such meeting, the election shall be held as soon thereafter as practicable. Each
officer shall hold office until the regular meeting of the Board of Directors
following the annual election of directors in the next subsequent year and until
his successor shall have been duly elected and shall have qualified, or until
his earlier resignation, removal from office or death.

     Section 3. DUTIES. The officers of the Corporation shall have the following
duties:

     The PRESIDENT shall be the chief executive officer of the Corporation and
shall have general and active management of the business and affairs of the
Corporation subject to the direction of the Board of Directors. The President
shall see to it that all orders and resolutions of the Board are carried into
effect, in the absence of the Chairman of the Board or in the event the Board of
Directors shall not have designated a Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and shareholders.

     Each VICE PRESIDENT if any, shall have such powers and perform such duties
as the Board of Directors shall from time to time designate. In the absence or
disability of the President, a Vice President specifically designated by the
vote of the Board of Directors shall have the powers and shall exercise the
duties of the President.

     The SECRETARY shall have custody of and shall maintain all of the corporate
records (except the financial records), shall record the minutes of all meetings
of the

                                       -5-


shareholders and the Board of Directors, shall authenticate records of the
Corporation, shall send all notices of meetings and shall perform such other
duties as are prescribed by the Board of Directors or the President, under whose
supervision he shall be.

     The TREASURER shall have custody of all corporate funds, securities and
financial records, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render an
account of all his transactions as treasurer and of the financial condition of
the Corporation at regular meetings of the Board or when the Board of Directors
so requests. The Treasurer shall also perform such other duties as are
prescribed by the Board of Directors.

     Each ASSISTANT SECRETARY and ASSISTANT TREASURER, if any, shall be
appointed by the Board of Directors and shall have such powers and shall perform
such duties as shall be assigned to them by the Board of Directors.

     Section 4. RESIGNATION OF OFFICER. An officer may resign at any time by
delivering notice to the Corporation. The resignation shall be effective upon
receipt, unless the notice specifies a later effective date. If the resignation
is effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date provided the Board of Directors provides that the successor officer does
not take office until the future effective date.

     Section 5. REMOVAL OF OFFICER. The Board of Directors may remove any
officer at any time with or without cause.

     Section 6. COMPENSATION. The compensation of officers shall be fixed from
time to time at the discretion of the Board of Directors. The Board of Directors
may enter into employment agreements with any officer of the Corporation.

                                    ARTICLE V.
                               STOCK CERTIFICATES

     Section 1. ISSUANCE. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until the consideration therefor
has been fully paid.

     Section 2. FORM. Certificates representing shares in the Corporation shall
he signed by the President and the Secretary of the Corporation, or any other
officer so designated by the Board of Directors.

     Sections. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by

                                      -6-



the laws of South Carolina, shall not be bound to recognize any equitable or
other claim to or interest in the shares.

     Section 4. TRANSFER OF SHARES. Shares of the Corporation shall be
transferred on its books only after the surrender to the Corporation or the
transfer agent of the share certificates duly endorsed by the holder of record
or attorney-in-fact. If the surrendered certificates are canceled, new
certificates shall be issued to the person entitled to them, and the transaction
recorded on the books of the Corporation.

     Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES. If a shareholder claims
to have lost or destroyed a certificate of shares issued by the Corporation, a
new certificate shall he issued upon delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.

                                   ARTICLE VI.
                                  DISTRIBUTIONS

     The Board of Directors may from time to time authorize and declare, and the
Corporation may pay, distributions on its outstanding shares in cash, property
or its own shares, unless the distribution, after giving it effect, would result
in (i) the Corporation being unable to pay its debts as they become due in the
usual course of business, or (ii) a violation of applicable law.

                                  ARTICLE VII.
                                CORPORATE RECORDS

     The Corporation shall keep as permanent records minutes of all meetings of
its shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, and a record of all
actions taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation. The Corporation shall also maintain
accurate accounting records and a record of its shareholders in a form that
permits preparation of a list of the names and addresses of all shareholders in
alphabetical order by class of shares showing the number and series of shares
held by each.

                                  ARTICLE VIII.
          INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

     Section 1. INDEMNIFICATION. The Corporation shall, and does hereby,
indemnify and hold harmless to the fullest extent permitted or authorized by
current or future legislation or current or future judicial or administrative
decisions (but, in the case of any such future legislation or decisions, only to
the extent that it permits the Corporation to provide broader indemnification
rights than permitted prior to such legislation or decisions), each person
(including here and hereinafter, the heirs, executors, administrators, personal
representatives or estate of such person) who was or is a party, or

                                       -7-


is threatened to be made a party, or was or is a witness, to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), from, against and in respect
of any liability (which for purposes of this Article shall include any judgment,
settlement, penalty or fine) or cost, charge or expense (including attorneys'
fees and expenses) asserted against him or incurred by him by reason of the fact
that such indemnified person (1) is or was a director or officer of the
Corporation or (2) is or was an employee or agent of the Corporation as to whom
the Corporation has agreed in writing to grant such indemnity or (3) is or was
serving, at the request of the Corporation, as a director, officer, employee or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (including serving as a fiduciary of an employee benefit plan) or is
or was serving as an agent of such other corporation, partnership, joint
venture, trust or other enterprise, in each case, as to whom the Corporation has
agreed in writing to grant such indemnity. Each director, officer, employee or
agent of the Corporation as to whom indemnification rights have been granted
under this Section 1 of this Article VIII shall be referred to as an
"Indemnified Person".

     Notwithstanding the foregoing, except as specified in Section 3 of this
Article VIII, the Corporation shall not be required to indemnify an Indemnified
Person in connection with a Proceeding (or any part thereof) initiated by such
Indemnified Person unless the authorization for such Proceeding (or any part
thereof) was not denied by the Board of Directors of the Corporation within
sixty (60) days after receipt of notice thereof from such Indemnified Person
stating his intent to initiate such Proceeding and only then upon such terms and
conditions as the Board of Directors may deem appropriate.

     Section 2. ADVANCE OF COSTS, CHARGES AND EXPENSES. Costs, charges and
expenses (including attorneys' fees and expenses) incurred by an officer or
director who is an Indemnified Person in defending a Proceeding shall be paid by
the Corporation, to the fullest extent permitted or authorized by current or
future legislation or current or future judicial or administrative decisions
(but, in the case of any such future legislation or decisions, only to the
extent that it permits the Corporation to provide broader rights to advance
costs, charges and expenses than permitted prior to such legislation or
decisions), in advance of the final disposition of such Proceeding, upon receipt
of an undertaking by or on behalf of the Indemnified Person to repay all amounts
so advanced in the event that it shall ultimately be determined that such person
is not entitled to be indemnified by the Corporation as authorized in this
Article VIII. The Corporation may, upon approval of the Indemnified Person,
authorize the Corporation's counsel to represent such person in any Proceeding,
whether or not the Corporation is a party to such Proceeding. Such authorization
may be made by the Chairman of the Board, unless he is a party to such
Proceeding, or by the Board of Directors by majority vote, including directors
who are parties to such Proceeding.

     Section 3. PROCEDURE FOR INDEMNIFICATION. Any indemnification or advance
under this Article VIII shall be made promptly and in any event within
forty-five (45) days upon the written request of the Indemnified Person. The
right to indemnification or advances as granted by this Article Vlll shall be
enforceable by the Indemnified

                                       -8-


Person in any court of competent jurisdiction, if the Corporation denies such
request under this Article VIII, in whole or in part, or if no disposition
thereof is made within forty-five (45) days. Such Indemnified Person's costs and
expenses incurred in connection with successfully establishing his right to
indemnification or advances, in whole or in part, in any such action shall also
be indemnified by the Corporation. It shall be a defense to any such action that
the claimant has not met the standard of conduct, if any, required by current or
future legislation or by current or future judicial or administrative decisions
for indemnification (but, in the case of any such future legislation or
decisions, only to the extent that it does not impose a more stringent standard
of conduct than permitted prior to such legislation or decision), but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, and its shareholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper in the circumstances because he has met the applicable standard of
conduct, if any, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors or any committee thereof, its
independent legal counsel, or its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable standard of conduct

     Section 4. RIGHTS NOT EXCLUSIVE; CONTRACT RIGHT; SURVIVAL. The
indemnification provided by this Article VIII shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any agreement
vote of shareholders or disinterested directors or otherwise, both as to actions
in such person's official capacity and as to actions in another capacity while
holding such office, and shall continue as to an Indemnified Person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, administrators, personal representatives and
estate of such person. All rights to indemnification and advances under this
Article VIII shall be deemed to be a contract between the Corporation and each
Indemnified Person who serves or served in such capacity at any time while this
Article VIII is in effect and, as such, are enforceable against the Corporation.
Any repeal or modification of this Article VIII or any repeal or modification of
relevant provisions of South Carolina's corporation law or any other applicable
laws shall not in any way diminish these rights to indemnification of or
advances to such Indemnified Person, or the obligations of the Corporation
arising hereunder, for claims relating to matters occurring prior to such
repeals or modification.

     Section 5. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including serving as a
fiduciary of an employee benefit plan), with respect to any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article VIII or the
applicable provisions of South Carolina law.

                                       -9-


     Section 6. SAVINGS CLAUSE. If this Article VIII or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless, and make advances
to, each Indemnified Person as to costs, charges and expenses (including
attorneys' fees), liabilities, judgments, fines and amounts paid in settlement
with respect to any Proceeding, including any action by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article VIII that shall not have been invalidated and as otherwise permitted by
applicable law.

                                   ARTICLE IX.
                                  MISCELLANEOUS

     Section 1. CORPORATE SEAL. The corporate seal of the Corporation shall be
circular in form and shall include the name and jurisdiction of incorporation of
the Corporation.

     Section 2. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each calendar year, unless otherwise fixed by resolution of the
Board of Directors.

     Section 3. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by the President, the Treasurer or such other
officer(s) or agent(s) of the Corporation as shall be determined from time to
time by resolution of the Board of Directors.

                                   ARTICLE X.
                                    AMENDMENT

     These Bylaws may be altered, amended or repealed, and new Bylaws adopted,
by the Board of Directors or by the shareholders.

                                      -10-

EX-3.47

                                                                    EXHIBIT 3.47

                                                                 FILED
                                                         In the Office of the
                                                     Secretary of State of Texas

                                                              JUN 25 2002

                                                         Corporations Section

                            ARTICLES OF INCORPORATION
                                       OF
                     AMERIPATH SEVERANCE 5.01(a) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for AmeriPath
Severance 5.01(a) Corporation.

                                   ARTICLE ONE

     The name of the corporation is AmeriPath Severance 5.01(a) Corporation.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes:

     (a)  Conducting scientific research and research projects in the public
          interest in the fields of medical sciences, medical economics, public
          health, sociology, and related areas;

     (b)  Supporting medical education in medical schools through grants and
          scholarships;

     (c)  Improving and developing the abilities of individuals and institutions
          studying, teaching, and practicing medicine;

     (d)  Delivering health care to the public;

     (e)  Engaging in the instruction of the general public in the area of
          medical science, public health, and hygiene and related instruction
          useful to the individual and beneficial to the community, and

     (f)  Conducting other activities useful or appropriate to the
          accomplishment of the foregoing purposes.



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation And in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not LESS man three) as may be fixed by the Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows:



          Name                                 Address
          ----                                 -------
                                            
          Stephen Aldred, M.D.                 4320 Alpha Road
                                               Dallas, Texas 75244

          Terrance A. McBuraey, M.D.           301 North Frio
                                               San Antonio. Texas 78207

          Joseph Sonnier, M.D                  4350 Alpha Road
                                               Dallas, Texas 75244


     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation.

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Director; of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors and until his or her
successor shall have been duly elected and qualified, unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBME") and actively engaged in the practice of medicine. For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME.



                                  ARTICLE SEVEN

     The corporation shall have one Member. These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the Member
provided, however, any alteration, amendment, or repeal of the Bylaws must be
approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors.

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
or Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Director or committee members were present and voted,
provided such consent is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation.

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the state of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that this



Article Twelve does not eliminate or limit the liability of a Director of the
corporation to the extent the Director is found liable for (i) a breach of the
Director's duty of loyalty to the corporation or its Member, (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law, (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission, for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the state of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the state of Texas, as so amended, and such
elimination or limitation, of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporator is:



     Name                          Address
     ----                          -------
                                
     Terrance A. McBurney, M.D.    301 North Frio
                                   San Antonio, Texas 78207


     IN WITNESS WHEREOF, I have hereunto set my hand on this 18th day of
June, 2002.

                                                 /s/ Terrance A. McBurney
                                                 -------------------------------
                                                 Terrance A. McBurney, M.D.,
                                                 Incorporator

EX-3.48

                                                                    EXHIBIT 3.48

                                     BYLAWS
                                       OF
                     AMERIPATH SEVERANCE 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION



                                     BYLAWS
                                       OF
                    AMERIPATH SEVERANCE 5.01(a) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS AND DEFINITIONS

     Section 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Chapter 162 of the Texas Medical
Practice Act, Chapter 162 Texas Occupations Code; to function as a provider
organization with the goal of providing health care services to develop new
services and products to provide quality services to the public in a cost,
effective manner; and to transact any and all other business permitted pursuant
to the Texas Non-Profit Corporation Act

     Section 1.2 POWERS. Except as limited by the Articles of incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     Section 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed us empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any Director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any Director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     Section 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

          Section 1.4-1 ARTICLES OF LNCORPORATION. The term "Articles of
lncorporation" shall mean the Articles of lncorporation of the Corporation filed
with the Secretary of State of the State of Texas on the day ________ of
_______,2002, and any amendments thereto

          Section 1.4-2 BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3 BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit

          Section 1.4-4 CORPORATION. The term "Corporation" shall mean AmeriPath
Severance 5.01 (a) Corporation, a Texas non-profit corporation.



          Section 1.4-5 MEMBER. The term "Member" shall mean AmeriPath, Inc. or
other members of the Corporation described in Section 3.1.


          Section 1.4-6 STATE. The term "State" shall mean the state of Texas
unless otherwise specifically indicated.

          Section 1.4-7 SUPPLIER. The term "Supplier" shall mean (a) a physician
retained to provide medical services to or on behalf of the Corporation, or (b)
any other person providing or anticipated to provide services or supplies to or
on behalf of the Corporation in excess of $10,000 during a twelve-month period.

          Section 1.4-8 TSBME. The term "TSBME" shall mean the Texas State Board
of Medical Examiners.

          Section 1.4-9 TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 301 North Frio, San Antonio, Texas 78207. The
Corporation may also have offices at such other places both within and without
the State as the Board may from time to time determine or the business of the
Corporation may require.

     Section 2.2 REGISTERED AGENT. The Corporation shall have and continuously
maintain in the State a registered office and a registered agent whose office is
identical with such registered office. The registered office may be, but need
not be, identical with the principal business office of the Corporation in the
State, and the name of the registered agent and/or the address of the registered
office may be changed from time to time by the Board.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other persons and entities that
meet such standards as the initial Member shall establish. Such Member shall
exercise such rights and perform such duties as may be provided by law, the
Corporation's Articles of Incorporation, or these Bylaws.

     Section 3.2 ANNUAL MEETING. The annual meeting of the Members shall be held
at the principal business office of the Corporation or at such other place
within or without the State as may be designated by the caller of the meeting
for approval of Director nominees and the transaction of



such other business as may properly come before the meeting. The annual meeting
shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Members may be called by the
Members, the President, or a majority of the Board and shall be held al the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the dale of the meeting,
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address AS it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5 ACTIONS RESERVED TO THE MEMBER. The Members shall exercise sole
authority in the removal of Directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Sections 5.2 and 5.3. The
following matters shall require the approval of the Members of the Corporation
following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage, or other transfer or encumbrance of the
          personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;

     (g)  The working, giving, or seeking of grants;



     (h)  The settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-for-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians' selection
          of the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6 ACTION BY MEMBERS. Any action which may be required by law, the
Articles of Incorporation, or these Bylaws to be taken by the Members shall be
evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation

     Section 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members. If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     Section 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of Directors by giving one candidate as many votes as shall equal the
number of such Directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.



     Section 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Members.

     Section 3.12 MEETINGS BY TELEPHONE. The Members may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.

     Section 3.3 NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation

     Section 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designers. Such termination shall be subject to
due process procedures adopted by the Board or its physician designers or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.

     Section 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of



medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.

          Section 4.3-2 REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules. Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are; filed with the TSBME shall submit to the TSBME a sworn
statement providing that (a) he or she is licensed by the TSBME; (b) he or she
is actively engaged in the practice of medicine as defined by the TSBME Rules;
(c) he or she shall exercise independent judgment as a Director in all matters
and, specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (c) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3 FINANCIAL RELATIONSHIPS. Any Director or nominee who has
a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier, or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
lo the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4 NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.

     Section 4.5 ELECTION OF DIRECTORS. The initial Directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, ail successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, as necessary, to fill the vacant positions; and (c) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.

     Section 4.6 TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until their successors are
elected and qualified. Thereafter, Directors shall be elected at the annual



meeting of the Directors as provided in Section 4.5 of these Bylaws, Except in
cases involving the death, resignation, or removal of a Director, successive
Directors shall hold office until their successors are elected and qualified.

     Section 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER. The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)    Any Director may be removed without cause by a majority vote of
                 the Board of Directors, not including the Director sought 10 be
                 removed, provided that such removal is approved by the Member

          (ii)   Any Director who ceases to meet the qualifications of this
                 Article may be removed by the Board of Directors effective as
                 of the date such qualifications cease to be met, and such
                 removal shall not require the approval of the Member.

     Section 4.8 VACANCIES. Any vacancies among the Directors shall be filled in
the manner specified in Section 4.5. A Director elected to fill a vacancy shall
serve for the unexpired term of such Director's predecessor in office.

     Section 4.9 MEETINGS.

          Section 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall be determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business to be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time and place of the meeting. The purpose of the meeting need not be
specified in the notice.

     Section 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director



at any meeting shall constitute a waiver of notice of such meeting, except when
a Director states, at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting is
not lawfully called or convened. Except as otherwise provided by applicable law
or by these Bylaws, neither the business to be transacted at nor the purpose of
any regular meeting or special meeting of the Board need be specified in the
waiver of notice of such meeting.

     Section 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the Directors present in person shall constitute a quorum for the transaction of
business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12 PROXIES. Voting by proxies shall be prohibited.

     Section 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified, as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall consist of a majority of Directors. Any non-Director who is a committee
member shall have the same responsibility with respect to the committee as shall
a Director who is a committee member.



     Section 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, 15 signed and
dated by all the members of the Board or committee, as the case may be.

     Section 4.15 RESIGNATION. A Director may resign at anytime by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
docs not take office until the effective date.

     Section 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17 CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service on the Board, serve on the Board of Directors, be an officer,
or serve in any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation

     Section 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.

     Section 5.3 REMOVAL. Any officer or agent may be removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.

     Section 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.



     Section 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

          Section 5.5-1 PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member us applicable. The president shall: (a) at each annual meeting,
and from time to time, report to the Member and to the Board on all mailers
within the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation ail contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2 VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed by the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability lo act. As between the Corporation and third parties, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.

          Section 5.5-3 SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board and keep such minutes, as well as
the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or



whenever requested, a statement of the financial condition of the Corporation.
The treasurer shall also perform all duties and exercise all powers incident to
the office of the treasurer and such other duties and powers as the Board and/or
Member as applicable, or the president from time to time may assign or confer.

          Section 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officers) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Non-profit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     Section 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In ease of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifics a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor docs not
take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, or employee or employees of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances; and, unless so authorized by the Board or by
these Bylaws, no officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement, or to pledge its credit
or to render it liable pecuniary for any purpose or any amount.

     Section 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies, or other depositories as the President may from time to time
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     Section 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote, and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6 FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its Directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the Corporation, or any other organization which is
associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral, or delegation in its sole discretion.

     Section 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-1 TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted for such purposes, if:

     (a)  The fact of such relationship or interest is disclosed or known to the
          Board or the committee that authorizes, approves, of ratifies the
          contract or transaction by a vote or consent sufficient for the
          purpose without counting the votes or consents of such interested
          Director(s) or officer(s); or

     (b)  The contract or transaction is fair and reasonable as to the
          Corporation at the time it is authorized by the Board or a committee
          thereof.

          Section 6.9-2 QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.

          Adopted as of the_______________day of __________________, 2002.

EX-3.49

                                                                    EXHIBIT 3.49

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:00 PM 08/30/2000
   001438406 - 3281291

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                               AMERIPATH TEXAS, LP

     This Certificate of Limited Partnership of AMERIPATH TEXAS, LP (the
"Partnership") is being executed by the undersigned for the purpose of forming a
limited partnership pursuant to the Delaware Revised Uniform Limited Partnership
Act (6 Del. Code Section 17-101 ET SEQ).

                                   ARTICLE ONE

     The name of the Partnership is AMERIPATH TEXAS, LP.

                                   ARTICLE TWO

     The address of the registered office of the Partnership in the State of
Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 19805, and
the name and address of the Partnership's registered agent far service of
process in the State of Delaware is Corporation Service Company, 1013 Centre
Road, New Castle County, Wilmington, Delaware 19805.

                                  ARTICLE THREE

     The name and business address of the sole general partner of the
Partnership is API NO.1, LLC, 7289 Garden Road, Suite 200, Riviera Beach,
Florida 33404.

                                  ARTICLE FOUR

     This Certificate of Limited Partnership shall be effective 2:00 p.m,
(Wilmington, Delaware time) on August 30, 2000.



     IN WITNESS WHEREOF, the undersigned, the sole general partner of tlw
Partnership, has caused this Certificate of Limited Partnership to be executed
on this 30th day of August, 2000.


                             API NO. 1, LLC, its General Partner


                             By:   /s/ Robert P. Wynn
                                 -----------------------------------------------
                                 Name:   Robert P. Wynn
                                 Title:  Vice President, Secretary and Treasurer

                                       -2-

EX-3.50

                                                                    EXHIBIT 3.50

                          LIMITED PARTNERSHIP AGREEMENT

                                       OF

                               AMERIPATH TEXAS, LP


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

                             Dated: August 31, 2000

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



                                TABLE OF CONTENTS



                                                                                   Page
                                                                                  
ARTICLE 1      FORMATION AND ORGANIZATION ............................................1
     1.1.      Formation; Name of Partnership ........................................1
     1.2.      Definitions ...........................................................1
     1.3.      Term ..................................................................4
     1.4.      Principal Office ......................................................4
     1.5.      Registered Agent and Registered Office ................................4
     1.6.      Purpose of the Partnership ............................................4

ARTICLE II     MANAGEMENT ............................................................4

     2.1.      Powers of General Partner .............................................4
     2.2.      Time ..................................................................6
     2.3.      Reimbursement of Costs ................................................6
     2.4.      Limitation on the General Partner's Responsibility ....................6
     2.5.      The Limited Partner Shall Not Act .....................................6
     2.6.      Power of Attorney .....................................................6
     2.7.      Indemnification .......................................................7
               2.7.1.    Indemnification; Nonexclusivity .............................7
               2.7.2.    Advancement or Reimbursement of Expenses ....................7
               2.7.3.    Requests for Indemnification; Determination of Request ......8
               2.7.4.    Effect of Certain Proceedings ...............................8
               2.7.5.    Certain Actions where Indemnification is not Provided;
                         Expenses of Enforcement of Section ..........................8
               2.7.6.    Indemnification of other Officers, Employees and Agents .....9
               2.7.7.    Survival of Indemnification .................................9
               2.7.8.    Severability ................................................9
               2.7.9.    Definitions .................................................9
     2.8.      0fficers .............................................................10

ARTICLE III    CAPITAL OF THE PARTNERSHIP ...........................................11
     3.1.      Capital Contributions and Partnership Interests of the Partners ......11
               3.1.1.    Initial Contributions ......................................11
               3.1.2.    No Additional Contributions ................................11
     3.2.      Partnership Interests; Capital Percentages ...........................11
     3.3.      Additional Funds to Cover Costs ......................................11
               3.3.1.    Third Party Loans ..........................................11
               3.3.2.    Optional Partner Loans .....................................11
               3.3.3.    Interest Rate ..............................................11
     3.4.      No Further Obligation ................................................12




                                                                                  
ARTICLE IV     ALLOCATIONS, NET CASH FLOW AND DISTRIBUTIONS .........................12
     4.1       Allocations ..........................................................12
               4.1.1.    In General .................................................12
               4.1.2.    Net Income and Loss ........................................12
               4.1.3.    Restrictions on Allocations ................................12
               4.1.4.    Contributed Property .......................................13
     4.2.      Computation of Capital Account .......................................14
     4.3.      Net Cash Flow ........................................................14
     4.4.      Distributions of Net Cash Flow .......................................14

ARTICLE V      ACCOUNTING AND TAX MATTERS ...........................................15
     5.1.      Accounting Records, Accounting Year ..................................15
     5.2.      Inspection ...........................................................15
     5.3.      Tax Matters ..........................................................15
               5.3.1.    Tax Returns ................................................15
               5.3.2.    Tax Matters Partner ........................................15
               5.3.3.    Expenses ...................................................15
     5.4.      Income Tax Elections .................................................16

ARTICLE VI     TRANSFERS OF PARTNERSHIP INTERESTS ...................................16

ARTICLE VII    DISSOLUTION, WINDING UP AND TERMINATION ..............................16
     7.1.      Causes ...............................................................16
               7.1.1.    In General .................................................16
               7.1.2.    Bankruptcy .................................................17
               7.1.3.    Effective Date and Reconstitution ..........................17
     7.2.      Liquidator ...........................................................17
               7.2.1.    In General .................................................17
               7.2.2.    Successor Liquidator .......................................18
               7.2.3.    Powers .....................................................18
     7.3.      Court Appointment of Liquidator ......................................18
     7.4       Liquidation ..........................................................18
     7.5.      Creation of Reserves .................................................19
     7.6.      Final Audit ..........................................................19

 ARTICLE VIII  MISCELLANEOUS ........................................................20
     8.1.      Notices and Approvals ................................................20
     8.2.      Force Majeure ........................................................20
     8.3.      Applicable Law .......................................................20
     8.4.      Successors and Assigns ...............................................20
     8.5.      Amendments ...........................................................20
     8.6.      Entire Agreement .....................................................21



                                       ii


                                                                             
     8.7.      Attorneys' Fees ......................................................21
     8.8.      Waiver of Partition ..................................................21
     8.9.      Gender and Number ....................................................21
     8.10.     Captions .............................................................21
     8.11.     Counterparts .........................................................21

     

Exhibit A

                                       iii


                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                               AMERIPATH TEXAS, LP

          THIS LIMITED PARTNERSHIP AGREEMENT OF AMERIPATH TEXAS, LP, made and
entered into as of August 30, 2000, between API NO. 1, LLC, a Delaware limited
liability company, as general partner ("GENERAL PARTNER "), and API NO. 2, LLC a
Delaware limited liability company, as limited partner ("LIMITED PARTNER").

                                   WITNESSETH:

          WHEREAS, the General Partner and the Limited Partner (referred to
herein collectively as the "PARTNERS") desire to form a limited partnership for
the purposes herein expressed;

          NOW, THEREFORE, in consideration of the premises, the terms and
covenants contained herein, and the contributions to capital by the Partners as
set forth in Article III of this Agreement, the Partners agree as follows:

                                    ARTICLE 1

                           FORMATION AND ORGANIZATION

     1.1. FORMATION; NAME OF PARTNERSHIP. The Partners hereby enter into and
form a limited partnership (the "PARTNERSHIP") under the Delaware Revised
Uniform Limited Partnership Act, as amended (the "Act"), for the purposes
hereinafter set forth. The name of the Partnership shall be "AMERIPATH TEXAS,
LP", and the Partnership shall conduct its business under such name or such
assumed name or names as the General Partner deems necessary or appropriate.

     1.2. DEFINITIONS. The following terms as used herein, unless the context
specifically requires otherwise, shall have the following respective meanings:

     "ACT" is defined in Section 1.1.

     "ADJUSTED CAPITAL ACCOUNT DEFICIT" shall mean, with respect to any Partner,
     the deficit balance, if any, in such Partner's Capital Account as of the
     end of the relevant year, after giving effect to the following adjustments:
     (i) credit to such Capital Account any amounts which such Partner is
     obligated to restore pursuant to Section 3.4, Section 7.4, Section 7.7, or
     any other provision of this Agreement, (ii) credit to such Capital Account
     the Partner's share of Minimum Gain; and (iii) debit to such Capital
     Account the items described in Treasury Regulations Sections
     1.704-l(b)(2)(ii)(d)(4), (5) and (6), The foregoing definition of Adjusted
     Capital Account Deficit is intended to comply with the provisions of
     Treasury Regulations Section 1.704-l(b)(2)(ii)(d) and shall be interpreted
     consistently therewith.



     "AFFILIATE" shall mean any corporation, partnership or association
     controlled by, controlling or under common control with a Partner, with the
     concept of "control" in this context meaning the ownership of at least 50%
     of the voting securities or partnership, equity or other beneficial
     interest of the controlled entity.

     "AGREEMENT" shall mean this instrument, as it may be amended from time to
     time pursuant to Section 8.5. Unless otherwise specified, all references
     herein to Sections are to Sections of this Agreement.

     "CAPITAL ACCOUNT" is defined in Section 4.2.

     "CAPITAL CONTRIBUTIONS" of a Partner shall mean the cash and the agreed
     value of the property contributed by such Partner to the Partnership
     pursuant to Section 3.1.

     "CAPITAL PERCENTAGE" is defined in Section 3.2.

     "CODE" shall refer to the Internal Revenue Code of 19S6, as amended.

     "COSTS" shall mean all costs and expenses incurred by the Partnership or by
     any Partner on behalf of the Partnership, but excluding principal payments
     on Partnership loans and distributions to Partners.

     "ENTITY" shall mean any corporation, partnership, joint venture, trust or
     other organization.

     "MINIMUM GAIN" shall mean the aggregate gain, if any, that would be
     realized by the Partnership for purposes of computing income or loss with
     respect to each Partnership asset if each Partnership asset was disposed of
     by the Partnership in a taxable transaction in frill satisfaction of all
     nonrecourse liabilities of the Partnership secured by such asset. Minimum
     Gain with respect to each Partnership asset shall be further determined in
     accordance with the rules of Treasury Regulation Section 1.704-2(d) and any
     subsequent rule or regulation governing the determination of minimum gain.
     A Partner's share of Minimum Gain at the end of any Partnership year shall
     equal the aggregate Nonrecourse Deductions allocated to such Partner (or
     his predecessors in interest) up to that time, less such Partner's (and
     predecessors') aggregate share of decreases in Minimum Gain determined in
     accordance with Treasury Regulation Section 1.704-2(g).

     "NET CASH FLOW" of the Partnership is defined in Section 4.3.

     "NET INCOME" shall mean for a taxable year of the Partnership the excess of
     (i) the income and gain of the Partnership for such year, determined in
     accordance with the accounting principles described in Section 4.1.1, over
     (ii) the deductions and losses of the Partnership for such year, determined
     in accordance with the accounting principles described in Section 4.1.1.

                                        2


     "NET LOSS" shall mean for a taxable year of the Partnership the excess of
     (i) the deductions and losses of the Partnership for such year, determined
     in accordance with the accounting principles described in Section 4.1.1.
     over (ii) the income and gain of the Partnership for such year, determined
     in accordance with the accounting principles described in Section 4.1.1.

     "NONRECOURSE DEDUCTIONS" shall mean the excess, if any, of the net increase
     in the amount of Minimum Gain during a Partnership year over the aggregate
     amount of any distributions during such year of proceeds of a nonrecourse
     liability that are allocable to an increase in Minimum Gain, The
     Nonrecourse Deductions of a year shall consist first of depreciation with
     respect to each item of Partnership property to the extent of the increase
     in Minimum Gain attributable to nonrecourse liabilities of the Partnership
     secured by such Partnership property, with the remainder of any Nonrecourse
     Deductions made up of a pro rata portion of the Partnership's other items
     of loss. Nonrecourse Deductions shall be farther determined in accordance
     with the rules of Treasury Regulation Sections 1.704-2(b)(l) and 1.704-2(c)
     and any subsequent rule or regulation governing the determination of
     nonrecourse deductions.

     "OPTIONAL PARTNER LOAN" is defined in Section 3.3.2.

     "PARTNER MINIMUM GAIN" shall mean the aggregate of the partner nonrecourse
     debt minimum gain amounts of the Partnership computed in accordance with
     Treasury Regulation Section l.704-2(i)(3).

     "PARTNER NONRECOURSE DEDUCTIONS" shall be determined in accordance with the
     principles of Treasury Regulation Section l.704-2(i)(l). The amount of
     Partner Nonrecourse Deductions for a partnership fiscal year is determined
     in accordance with Treasury Regulation Section 1.704-2(i)(2) and generally
     equals the net increase, if any, in the amount of Partner Minimum Gain
     during that fiscal year, determined pursuant to Treasury Regulation Section
     1.704-2(i)(3).

     "PARTNERS" shall refer collectively to the General Partner and the Limited
     Partner, together with any other persons who hereafter may be admitted to
     the Partnership in accordance with the provisions of this Agreement, and
     shall also include, for allocation and distribution purposes only, any
     individual or Entity which has acquired all or any portion of a Partnership
     Interest (as distinguished from a lien thereon or a security interest
     therein) in a manner permitted by this Agreement, provided that notice of
     such acquisition has been received by the General Partner, whether or not
     such individual or Entity is a substituted Partner.

     "PARTNERSHIP" is defined in Section 1.1.

     "PARTNERSHIP INTEREST" is defined in Section 3.2.

     "PARTNERSHIP OFFICE" is defined in Section 1.4.

     "PRIME RATE" shall mean the rate as determined from such bank or other
     source as the Partners may agree.

                                        3


     "SECTION 754 ELECTION" is defined in Section 5.3.1.

     "WINDING UP" shall mean the period following a dissolution of the
     Partnership.

Other capitalized terms used in this Agreement shall have the meanings
indicated.

     1.3. TERM. This Agreement shall be effective and the Partnership shall
commence as of the effective date of this Agreement, and shall continue until
the termination of the Partnership in accordance with the provisions of
Article VII.

     1.4. PRINCIPAL OFFICE. The principal office of the Partnership (the
"PARTNERSHIP OFFICE"), where the books and records of the Partnership shall be
kept, shall be 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404, or
such other location or locations as the General Partner may determine.

     1.5. REGISTERED AGENT AND REGISTERED OFFICE. The Corporation Service
Company will be the registered agent for service of process of the Partnership
in Delaware. The address of the registered agent and the address of the
registered office of the Partnership in Delaware is 1013 Centre Road, County of
New Castle, Wilmington, Delaware 19801.

     1.6. PURPOSE OF THE PARTNERSHIP. The purpose of the Partnership is to
engage in any lawful business or activity for which limited partnerships may be
organized under the Act, including without limitation, medical laboratory
services.

                                   ARTICLE II

                                   MANAGEMENT

     2.1. POWERS OF GENERAL PARTNER. The General Partner shall have the full,
exclusive and complete discretion to manage and control, and shall make all
decisions affecting the business of and have all the powers of, the Partnership,
and shall have all of the rights, powers and duties of a general partner of a
partnership without limited partners. Without limiting the generality of the
foregoing, the General Partner shall have the powers and duties to cause the
Partnership (without consent from the Limited Partners):

          (i)       to borrow money, execute instruments evidencing
     indebtedness, and secure indebtedness by mortgage, deed of trust, pledge,
     security interest or other lien in furtherance of Partnership purposes, to
     pay and discharge all indebtedness owing with respect to and secured by the
     Partnership's assets, or any part thereof, and to cause the Partnership to
     make such other payments and perform such other acts as the General Partner
     may deem necessary to preserve the interest of the Partnership therein;

                                        4


          (ii)      to sell, assign, transfer, convey or otherwise dispose of
     Partnership property; to merge one or more entities with and into the
     Partnership (including without limitation, any merger of API Newco, Inc.,
     with and into the Partnership); to file any documents relating thereto with
     any public official or third party;

          (iii)     to prepare and file all requisite tax returns required by
     federal, state and local authorities having jurisdiction over the
     Partnership, and to cause the Partnership to pay and discharge all taxes
     and assessments levied and assessed against the Partnership's assets, or
     any part thereof;

          (iv)      to comply with appropriate state laws respecting workers'
     compensation and liability insurance, including the purchase of any
     required insurance and such additional insurance as the General Partner may
     deem necessary or appropriate;

          (v)       to keep all books of accounts and other records required by
     the Partnership, and to keep vouchers, statements, receipted bills and
     invoices and other records, covering collections, disbursements, and other
     data in connection with the Partnership;

          (vi)      to prepare and deliver to the Limited Partner such periodic
     reports as the General Partner may deem appropriate and to cause the
     Partnership to prepare and deliver annual reports in accordance with
     Section 5.1;

          (vii)     to retain or employ for the Partnership's account and
     coordinate the services of all employees, supervisors, accountants,
     attorneys and other persons necessary or appropriate to carry out the
     business of the Partnership;

          (viii)    to the extent funds of the Partnership are available, to pay
     all debts and other obligations of the Partnership;

          (ix)      to maintain all funds of the Partnership in an account or
     accounts at or in any bank or banks;

          (x)       to determine the time and amount of distributions of Net
     Cash Flow to the Partners, and to make such distributions in accordance
     with Section 4.4 and the other provisions of this Agreement, and to
     establish reasonable reserves as the General Partner may determine to be
     advisable; and

          (xi)      to do any act which is necessary to carrying out any of the
     purposes of the Partnership, including without limitation the foregoing.

                                        5


The foregoing powers shall be exercised by the General Partner on the
Partnership's behalf and in its name, as its act and deed. All actions taken by
the General Partner in the course of the Partnership's business shall be binding
on the Partnership and all Partners.

     2.2. TIME. The General Partner shall devote to the conduct of the
Partnership's affairs such time as is reasonably necessary to effectively carry
out the day-to-day management of the Partnership. Nothing in this Agreement
shall be deemed to restrict in any way the freedom of any Partner to invest in
and receive income from any business or other activity.

     2.3. REIMBURSEMENT OF COSTS. The Partnership shall promptly reimburse the
General Partner for all reasonable costs and expenses incurred directly by the
General Partner (other than overhead costs) on behalf of the Partnership when
and as such costs are incurred. These expenses may include, but are not limited
to, direct third party costs incurred in the administration of the Partnership.

     2.4. LIMITATION ON THE GENERAL PARTNER'S RESPONSIBILITY. The General
Partner's obligations to perform the functions enumerated herein and such other
obligations as may arise by operation of law shall be performable only to the
extent that the Partnership has funds available therefor, and the General
Partner shall not be personally liable to furnish involuntarily its own funds
for any such purpose. The General Partner shall be obligated to act in good
faith, and so long as it acts in good faith and is not grossly negligent, it
shall have no liability or obligation to the Limited Partner or the Partnership
for any decision, act or omission, whether or not such decision, act or omission
may have been reasonably prudent, may have been a negligent act or omission or
may have been in good or bad business judgment.

     2.5. THE LIMITED PARTNER SHALL NOT ACT. The Limited Partner shall not
perform any act on behalf of the Partnership, incur any expense, obligation or
indebtedness of any nature on behalf of the Partnership, or in any manner
participate in the management of the Partnership or receive or be credited with
any amounts, except as specifically contemplated hereunder.

     2.6. POWER OF ATTORNEY. By the execution of this Agreement, the Limited
Partner does irrevocably constitute and appoint the General Partner as its true
and lawful attorney-in-fact and agent with full power and authority to act in
its name, place and stead in the execution, acknowledgment, delivering, filing
and recording of all certificates and documents that the General Partner deems
necessary or reasonably appropriate for the following specific purposes:

          (i)       to qualify or continue the Partnership as a limited
     partnership in Delaware and to qualify the Partnership to do business in
     the states in which the Partnership is required to qualify.

          (ii)      to reflect a change in the identity of any Partner, the
     addition of any Partner pursuant to the provisions of Article VI or an
     amendment of this Agreement made pursuant to the provisions of Section 8.5;
     and

                                        6


          (iii)     to reflect the dissolution and termination of the
     Partnership after same has been dissolved and terminated in accordance
     herewith.

The power of attorney granted herein shall be deemed to be coupled with an
interest, shall be irrevocable and shall, to the extent permitted by law,
survive the termination or death of the Limited Partner, and shall be binding on
any assignee or vendee of the Limited Partner's Partnership Interest hereunder,
or any portion thereof, including any of the distributive rights relating
thereto.

     2.7. INDEMNIFICATION.

          2.7.1.    INDEMNIFICATION; NONEXCLUSIVITY. Each person, entity or
organization who at any time shall serve, or shall have served, as the General
Partner or a member, manager, director or executive officer of the General
Partner, or any person, entity or organization who, while the General Partner or
a member, manager, director or executive officer of the General Partner, is or
was serving at the request of the Partnership or the General Partner as a
member, manager, director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, limited liability company, partnership, limited partnership, joint
venture, sole proprietorship, trust, employee benefit plan or other enterprise
(each such person, entity or organization referred to herein as an
"Indemnitee"), shall be entitled to indemnification as and to the fullest extent
permitted by Delaware law or any successor statutory provisions, as from time to
time amended, but subject to the limitations provided in this Agreement, from
and against any and all judgments, penalties, fines (including excise taxes),
amounts paid in settlement and, subject to Section 2.7.2, Expenses, PROVIDED,
that in each case the Indemnitee acted in good faith and in a manner that it
reasonably believed to be in, or not opposed to, the best interests of the
Partnership and with respect to any criminal proceeding, had no reasonable cause
to believe its conduct was unlawful; and PROVIDED FURTHER, that any
indemnification pursuant to this Section 2.7 shall be made only out of the
assets of the Partnership. The foregoing right of indemnification shall not be
deemed exclusive of any other rights to which those to be indemnified may be
entitled as a matter of law or under any agreement, other provision of this
Agreement, action of the General Partner, vote of the General Partner and/or
Limited Partners, or other arrangement. The Partnership may enter into
indemnification agreements with the managers, members and executive officers of
the General Partner that contractually provide to them the benefits of the
provisions of this Section 2.7 and include related provisions meant to
facilitate the Indemnitees' receipt of such benefits and such other
indemnification protections as may be deemed appropriate.

          2.7.2.    ADVANCEMENT OR REIMBURSEMENT OF EXPENSES. The rights of
Indemnitee provided under the preceding paragraph shall include, but not be
limited to, the right to be indemnified and to have Expenses advanced in all
Proceedings. In the event that an Indemnitee is not wholly successful, on the
merits or otherwise, in a Proceeding but is successful, on the merits or
otherwise, as to any Claim in such Proceeding, the Partnership shall indemnify
Indemnitee against all Expenses of Indemnitee relating to each such Claim. The
termination of a Claim in a proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such Claim. In addition, to the
extent an Indemnitee is, by reason of his company status, a witness or otherwise
participates in any proceeding at a time when he is not named a defendant or
respondent in the proceeding, he shall be indemnified against all Expenses in
connection therewith. The Partnership

                                        7


shall pay all Expenses of Indemnitee in connection with any Proceeding or Claim,
whether brought by the Partnership or otherwise, in advance of any determination
respecting entitlement to indemnification pursuant to this Section 2.7 within
ten days after the receipt by the Partnership of a written request from
Indemnitee reasonably evidencing such Expenses and requesting such payment or
payments from time to time, whether prior to or after final disposition of such
Proceeding or Claim; PROVIDED THAT, the Indemnitee undertakes and agrees in
writing that he will reimburse and repay the Partnership for any Expenses so
advanced to the extent that it shall ultimately be determined by a court, in a
final adjudication from which there is no further right of appeal, that
Indemnitee is not entitled to be indemnified against such Expenses.

          2.7.3.    REQUESTS FOR INDEMNIFICATION; DETERMINATION OF REQUEST. To
request indemnification, any Indemnitee must submit to the General Partner a
written claim or request therefor which contains sufficient information to
reasonably inform the Partnership about the nature and extent of the
indemnification or advance sought by that Indemnitee. Any indemnification under
this Section 2.7 (unless ordered by a court) shall be made by the Partnership as
permitted by Delaware law and as authorized in the specific case upon a
determination that indemnification is proper in the circumstances because it is
permitted under Delaware law and the applicable standards of conduct set forth
in this Section 2.7 have been met. Such determination shall be made by the
General Partner, or if such claim for indemnification is brought by the General
Partner, by the Limited Partners holding a majority of the Partnership Interest
held by Limited Partners.

          2.7.4.    EFFECT OF CERTAIN PROCEEDINGS. The termination of any
Proceeding or of any Claim in a Proceeding by judgment, order, settlement or
conviction, or upon a plea OF NOLO CONTENDERE or its equivalent, shall not
(except as otherwise expressly provided in this Section 2.7) by itself adversely
affect the right of Indemnitee to indemnification or create a presumption that
Indemnitee did not conduct himself in good faith and in a manner that he
reasonably believed was in, or was not opposed to the best interests of the
Partnership or, with respect to any criminal proceeding, that Indemnitee had
reasonable cause to believe that his conduct was unlawful and Indemnitee shall
be deemed to have been found liable in respect of any Claim only after he shall
have been so adjudged by a court in competent jurisdiction after exhaustion of
all appeals therefrom.

          2.7.5.    CERTAIN ACTIONS WHERE INDEMNIFICATION IS NOT PROVIDED;
EXPENSES OF ENFORCEMENT OF SECTION. Notwithstanding any other provision of this
Section 2.7, no person, entity or organization will be entitled to
indemnification or advancement of Expenses under this Section 2.7 with respect
to any Proceeding, or any Claim therein, brought or made by that person, entity
or organization against the Partnership; PROVIDED THAT, in the event that
Indemnitee, pursuant to this Section 2.7, seeks a judicial adjudication to
enforce his rights under, or to recover damages for breach of, rights created
under or pursuant to this Section, Indemnitee shall be entitled to recover from
the Partnership, and shall be indemnified by the Partnership against, any and
all Expenses of Indemnitee in such judicial adjudication but only if he prevails
therein. If it shall be determined in said judicial adjudication that Indemnitee
is entitled to receive part but not all of the indemnification or advancement of
Expenses sought, the Expenses incurred by Indemnitee in connection with such
judicial adjudication shall be reasonably prorated in good faith by counsel for
Indemnitee.

                                        8


          2.7.6.    INDEMNIFICATION OF OTHER OFFICERS, EMPLOYEES AND AGENTS. The
Partnership, by adoption of a resolution of the General Partner, may indemnify
and advance expenses to an officer, employee or agent of the Partnership or the
General Partner who is not a member, manager, director or an executive officer
of the General Partner to the same extent and subject to the same conditions (or
to such lesser extent and/or with such other conditions as the General Partner
may determine) under which it may indemnify and advance expenses to an
Indemnitee under this Section 2.7; and the Partnership, by adoption of a
resolution of the General Partner, may indemnify and advance expenses to persons
who are not or were not members, managers, officers, employees or agents of the
Partnership or General Partner, but who are or were serving at the request of
the Partnership or General Partner as a member, manager, director, officer,
partner, venturer, proprietor, trustee, employee, agent or similar functionary
of another foreign or domestic corporation, limited liability company,
partnership, limited partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise against any liability asserted against
him and incurred by him in such a capacity or arising out of his status as such
a person to the same extent and subject to the same conditions (or to such
lesser extent and/or with such other conditions as the managers or members may
determine) that it may indemnify and advance expenses to Indemnitees under this
Section 2.7.

          2.7.7.    SURVIVAL OF INDEMNIFICATION. No amendment, alteration or
repeal of this Section 2.7 or any provision hereof will be effective as to any
Indemnitee for acts, events and circumstances that occurred, in whole or in
part, before that amendment, alteration or repeal. The provisions of this
Section 2.7 will continue as to any Indemnitee whose company status has ceased
for any reason and will inure to the benefit of his heirs, executors,
administrators, successors and assigns. Neither the provisions of this Section
2.7 nor those of any agreement to which the Partnership is a party will preclude
the indemnification of any person, entity or organization which this Section 2.7
does not specify as having the right to receive indemnification or is not a
party to any such agreement, but which the Partnership has the power or
obligation to indemnify under the provisions of the Delaware Act.

          2.7.8.    SEVERABILITY. If any provision or provisions of this
Section 2.7 shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and, to the
fullest extent possible, the provisions of this Section 2.7 shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable.

          2.7.9.    DEFINITIONS. For purposes of this Section 2.7:

               "CLAIM" is a claim, a material issue or a substantial request for
     relief.

               "COMPANY STATUS" means the status of a person, entity or
     organization who is or was a member, manager, director, officer, partner,
     employee, agent or fiduciary of the Partnership or of any other
     corporation, limited liability company, partnership, limited partnership,
     joint venture, sole proprietorship, trust, employee benefit plan or other
     enterprise which such person, entity or organization is or was serving at
     the written request of the General Partnership or the Partnership. For
     purposes of this Agreement, "serving at the written request" of the General
     Partner or the Partnership includes any service by an

                                        9


     Indemnitee which imposes duties on or involves services by that Indemnitee
     with respect to any employee benefit plan or its participants or
     beneficiaries.

               "ENTITY" means any sole proprietorship, corporation, partnership
     of any kind having a separate legal status (including limited partnership),
     limited liability company, business trust, unincorporated organization or
     association, mutual company, joint stock company or joint venture.

               "EXPENSES" of any person, entity or organization include all the
     following that are actually and reasonably incurred by or on behalf of that
     person, entity or organization: all reasonable attorneys' fees, retainers,
     court costs, transcript costs, fees of experts, witness fees, travel
     expenses, duplicating costs, printing and binding costs, telephone charges,
     postage, delivery service fees and all other disbursements or expenses of
     the types customarily incurred in connection with prosecuting, defending,
     preparing to prosecute or defend, investigating or being or preparing to be
     a witness in a Proceeding.

               "PROCEEDING" includes any action, suit, alternate dispute
     resolution mechanism, hearing or any other proceeding, whether civil,
     criminal; administrative, arbitrative, investigative or mediative, any
     appeal in any such action, suit, alternate dispute resolution mechanism,
     hearing or other proceeding and any inquiry or investigation that could
     lead to any such action, suit, alternate dispute resolution mechanism,
     hearing or other proceeding, except one (i) initiated by an Indemnitee to
     enforce his rights under this Section 2.7 or (ii) pending on or before the
     date of this Agreement.

     2.8. OFFICERS. The General Partner may appoint such officers and agents as
may from time to time appear to be necessary or advisable in the conduct of the
affairs of the Partnership, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined from
time to time by the General Partner. Any officer may be removed, with or without
cause, by the General Partner. Vacancies in any office may be filled by the
General Partner, Any person may hold two or more offices. The General Partner
may grant powers of attorney or other authority as appropriate to establish and
evidence the authority of the officers and other Persons. Unless otherwise
provided by the General Partner, no officer shall have the power or authority to
delegate to any Person such officers' rights and powers as an officer to manage
the business and affairs of the Partnership.

                                   ARTICLE III

                           CAPITAL OF THE PARTNERSHIP

     3.1. CAPITAL CONTRIBUTIONS AND PARTNERSHIP INTERESTS OF THE PARTNERS.

          3.1.1.    INITIAL CONTRIBUTIONS. Upon execution of this Agreement, (i)
the General Partner is hereby contributing $10 to the capital of the
Partnership, and (ii) the Limited Partner is hereby contributing $990 to the
capital of the Partnership.

                                       10


          3.1.2.    NO ADDITIONAL CONTRIBUTIONS. Except as provided in
Section 3.4, no Partner shall be required to make additional contributions to
the Partnership, Any additional contributions that are approved by both Partners
shall be made in accordance with their relative Capital Percentages.

     3.2. PARTNERSHIP INTERESTS; CAPITAL PERCENTAGES. The interest of each
Partner in the Partnership (which shall include, without limitation, its rights
as Partner and its interest in revenues, costs, Net Cash Flow and distributions
pursuant to Section 7.4, hereinafter collectively called the "PARTNERSHIP
INTEREST") shall be expressed as a percentage (the "CAPITAL PERCENTAGE") as set
forth opposite such Partner's name on Exhibit A attached hereto.

     3.3. ADDITIONAL FUNDS TO COVER COSTS.

          3.3.1.    THIRD PARTY LOANS. In the event that the Partnership, in
order to discharge Costs or indebtedness, requires funds in excess of revenues,
the General Partner shall be authorized, at any time and from time to time, to
cause the Partnership to borrow such additional funds as shall in the judgment
of the General Partner be sufficient for such purposes, upon such terms as the
General Partner may deem advisable.

          3.3.2.    OPTIONAL PARTNER LOANS. The General Partner may elect, but
shall not be obligated, to make loans to the Partnership for unfunded Costs. If
the General Partner elects to make any loans to the Partnership pursuant to this
Section 3.3.2, it shall give the Limited Partner written notice thereof not less
than 30 days prior to the date such loan is to be made. Such notice shall set
forth the purposes of such loan. The Limited Partner shall have the right to
elect to lend its Capital Percentage share of the amounts to be lent pursuant to
this Section 3.3,2 (which loans, whether made by the General or the Limited
Partner pursuant to this Section 3.3.2, shall be called "OPTIONAL PARTNER
LOANS"). The Limited Partner may exercise such rights by giving the General
Partner notice of such election within such 30-day period. In no case will the
General Partner or the Limited Partner be obligated to make any loan to the
Partnership other than any amounts that such Partner elects to lend pursuant to
this Section 3.3.2.

          3.3.3.    INTEREST RATE. All Optional Partner Loans shall earn
interest at a per annum rate to be determined by the General Partner and shall
be reimbursed to the Partners from Net Cash Flow as provided in Section 4.4.

     3.4. NO FURTHER OBLIGATION. Except as expressly provided for in or
contemplated by this Article III, no Partner shall have any obligation to
provide funds to the Partnership, whether by contributions to capital, loans,
return of monies received pursuant to the terms of this Agreement or otherwise.

                                       11


                                   ARTICLE IV

                  ALLOCATIONS, NET CASH FLOW AND DISTRIBUTIONS

     4.1. ALLOCATIONS.

          4.1.1.    IN GENERAL. The recognition and classification of the items
of income, gain, loss and deduction of the Partnership (whether recognized prior
to or during Winding Up) shall be the same for purposes of this Section 4.1 as
their recognition and classification for federal income tax purposes, determined
(i) without regard to any Section 754 Election that may have been made and (ii)
without regard to any provision of the Code that provides that an item of income
or gain is not includable in gross income or that an expenditure is not
deductible or chargeable to a capital account.

          4.1.2.    NET INCOME AND LOSS. Net Income and Net Loss shall be
allocated to the Partners in accordance with their respective Capital
Percentages.

          4.1.3.    RESTRICTIONS ON ALLOCATIONS. Notwithstanding anything in
this Section 4.1 to the contrary:

          (i)       The Net Loss allocated to a Partner pursuant to Section 4.1
     hereof shall not exceed the maximum amount of Net Loss that can be so
     allocated without causing such Partner to have an Adjusted Capital Account
     Deficit at the end of the fiscal year. All Net Loss in excess of the
     limitation set forth in this Section 4.1.3(i) shall be allocated to the
     other Partners to the extent that such allocation would not cause such
     other Partners to have an Adjusted Capital Account Deficit.

          (ii)      In the event a Partner receives any adjustments, allocations
     or distributions described in Treasury Regulation Section
     1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Net Income shall be specially
     allocated to such Partner in an amount and manner sufficient to eliminate,
     to the extent required by the Treasury Regulations, the Adjusted Capital
     Account Deficit of such Partner as quickly as possible.

          (iii)     In the event a Partner has an Adjusted Capital Account
     Deficit at the end of any Partnership fiscal year, such Partner shall be
     specially allocated items of Net Income in the amount and manner sufficient
     to eliminate, to the extent required by Treasury Regulations, the Adjusted
     Capital Account Deficit of such Partner as quickly as possible.

          (iv)      Notwithstanding any other provision of this Agreement, but
     subject to the exceptions set forth in Treasury Regulation Section
     l.704-2(t)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain
     during a Partnership fiscal year, the Partners must be allocated items of
     Net Income for such year (and, if necessary, subsequent years) in the
     proportion to, and to the extent of, an amount equal to such

                                       12


     Partner's share of the net decrease in Minimum Gain (as such share is
     determined in accordance with Treasury Regulation Section 1.704-2(g)(2)).
     The Minimum Gain chargeback shall consist first of Net Income from the
     disposition of Partnership assets subject to nonrecourse liabilities of the
     Partnership with the remainder of the Minimum Gain chargeback, if any, made
     up of a pro rata portion of the Partnership's other items of Net Income
     for such year and shall be determined in accordance with Treasury
     Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and l.704-2(j)(2)(i), or
     any successor provisions. If such Net Income from the disposition of
     Partnership assets exceeds the amount of Minimum Gain chargeback, a
     proportionate share of each item of such Net Income shall constitute a part
     of the Minimum Gain chargeback.

          (v)       Notwithstanding any other provision of this Agreement, but
     subject to the exceptions referenced in Treasury Regulation
     Section l.704-2(i)(4), if there is a net decrease in Partner Minimum Gain
     during any Partnership year, items of income and gain for such year (and,
     if necessary subsequent years) shall first be allocated to each Partner
     with a share of that Partner Minimum Gain in proportion to, and to the
     extent of, an amount equal to such Partner's share of the net decrease in
     Partner Minimum Gain (as such share is determined in accordance with
     Treasury Regulation Section 1.704-2(i)(4)). The items to be so allocated
     shall be determined in accordance with Treasury Regulation
     Section 1.704-2(i)(4), or any successor provision.

          (vi)      Nonrecourse Deductions for any taxable year shall be
     allocated among the Partners in the same manner as are the other profits
     and losses of the Partnership for such year. Partner Nonrecourse Deductions
     for any taxable year should be allocated among the Partners in accordance
     with Treasury Regulation Section 1.704-2(i)(l).

          (vii)     The allocations set forth in this Section 4.1.3 ("REGULATORY
     ALLOCATIONS") are intended to comply with certain requirements of Treasury
     Regulation Sections 1.704-1 and 1.704-2. Notwithstanding any other
     provision of this Section 4.1 (other than the Regulatory Allocations), the
     Regulatory Allocations shall be taken into account in allocating other Net
     Income and Net Loss among the Partners so that, to the extent possible, the
     net amount of such allocations of other Net Income and Net Loss and the
     Regulatory Allocations to the Partners shall be equal to the net amount
     that would have been allocated to such Partners if the Regulatory
     Allocations had not occurred.

          4.1.4.    CONTRIBUTED PROPERTY. Items of income, gain, loss, and
deduction with respect to an asset contributed to the Partnership by a Partner
that has a fair market value at the time of such contribution which is different
from its adjusted tax basis shall, for tax purposes only, be allocated among the
Partners in the manner provided under section 704(c) of the Code and Treasury
Regulations thereunder so as to take into account any variation between the
basis of the property to the Partnership and its fair market value at the time
of contribution.

                                       13


     4.2. COMPUTATION OF CAPITAL ACCOUNT. The balance of the "CAPITAL ACCOUNT"
of a Partner is initially zero and as of any date is increased by (i) the amount
of cash contributed by that Partner to the Partnership on or prior to that date,
(ii) the fair market value of any property (reduced by any liabilities which are
assumed by the Partnership or to which such property is subject) that is
contributed by that Partner to the Partnership on or prior to that date and
(iii) any item of Partnership income or gain that is allocated to such Partner
pursuant to Section 4.1 on or prior to that date; and is decreased by (iv) any
Partnership deduction or loss that is allocated to such Partner pursuant to
Section 4.1 on or prior to that date, (v) the amount of cash distributed by the
Partnership to such Partner on or prior to that date (other than in respect of
Optional Partner Loans) and (vi) the fair market value of any property (reduced
by any liabilities which are assumed by the distributee Partner or to which the
property is subject) that is distributed by the Partnership to the Partner on or
prior to that date. Allocations pursuant to Section 4.1.4 shall not be taken
into account for capital account purposes.

     4.3. NET CASH FLOW. "NET CASH FLOW" shall mean all gross income and
revenues received by the Partnership, less (i) all accrued and unpaid or
unfunded costs and expenses of the Partnership and (ii) all reasonable reserves
established by the General Partner for working capital requirements or to
provide funds for other contingencies. Such gross income and revenues shall
include but not be limited to all revenues from Partnership operations, all
rebates and refunds, all insurance proceeds, all financing proceeds and all
other revenues received by the Partnership, Net Cash Flow shall be determined in
accordance with usual and customary partnership accounting principles and
practices.

     4.4. DISTRIBUTIONS OF NET CASH FLOW. The General Partner shall determine
the availability of Net Cash Flow for distribution, and shall distribute such
available Net Cash Flow at such reasonable intervals as it may select, on an
annual, quarterly or more frequent basis. To the extent Net Cash Flow is
available, such distributions shall be made in the following order and amounts:

          (i)       First, Net Cash Flow shall be distributed to Partners in
     repayment of Optional Partner Loans (including accrued and unpaid interest
     thereon) in proportion to the relative amounts owed to each Partner; and

          (ii)      Second, the remainder of the Net Cash Flow shall be
     distributed to the Partners in accordance with their respective Capital
     Percentages.

                                    ARTICLE V

                           ACCOUNTING AND TAX MATTERS

     5.1. ACCOUNTING RECORDS; ACCOUNTING YEAR. The books and records of the
Partnership shall be kept on an accrual basis, in accordance with usual and
customary partnership accounting principles and practices, and shall be
maintained by reference to an accounting year which shall be the fiscal year
ending December 31 or any other accounting year so designated by the General

                                       14


Partner. The General Partner shall keep or cause to be kept full and proper
accounts of all transactions of the Partnership, and, within 30 days following
the written request of the Limited Partner, shall make and distribute or cause
to be made and distributed to the Limited Partner a full and detailed statement
showing the operations of the Partnership for the period requested, including
without limitation a statement of the accounts of each of the Partners on the
Partnership books and records.

     5.2. INSPECTION The books and records of the Partnership shall be
maintained at the Partnership Office, and shall be open to inspection by the
Limited Partner at all reasonable times during any business day.

     5.3. TAX MATTERS.

          5.3.1.    TAX RETURNS. The General Partner shall prepare and file all
income tax returns of the Partnership and shall furnish copies thereof to the
Limited Partner. The General Partner, on behalf of the Partnership and at the
time and in the manner provided in Treasury Regulation Section 1.754-l(b), may
make an election to adjust the basis of Partnership property in the manner
provided in Sections 734(b) and 743(b) of the Code (a "SECTION 754 ELECTION").

          5.3.2.    TAX MATTERS PARTNER. The General Partner shall be the "tax
matters partner" of the Partnership, within the meaning of Section 6231(a)(7) of
the Code and any regulations issued thereunder, unless the Code or the
regulations issued thereunder require another person to be the tax matters
partner. As tax matters partner, the General Partner covenants and agrees with
the Limited Partner that (i) upon audit, after the receipt of a final
partnership administrative adjustment for a taxable year, the General Partner
will not file a "petition for readjustment of the partnership items", within the
meaning of Section 6226 of the Code, in any court other than the United States
Tax Court, without the consent of the Limited Partner and (ii) the General
Partner will not agree, pursuant to Section 6229(b)(l)(B) of the Code, to extend
the period for assessing any tax imposed by subtitle A of the Code with respect
to any person that is attributable to any partnership item (or affected items)
of the Partnership without the consent of the Limited Partner.

          5.3.3.    EXPENSES. The expenses, if any, which the General Partner
incurs in fulfilling its covenants pursuant to this Section 5.3 shall be
expenses of the Partnership.

     5.4. INCOME TAX ELECTIONS. The General Partner shall have the right to make
any applicable elections under the Code which, in its judgment, are in the best
interests of the Partnership.

                                   ARTICLE VI

                       TRANSFERS OF PARTNERSHIP INTERESTS


                                       15



     Each of the Partners has entered into this Agreement, in part, based upon
the identity of the other Partner and the persons or entities who hold interests
or are principals in the other Partner. The sale, assignment, pledge, or other
encumbrance or disposition by any Partner of its interest in the Partnership
shall be prohibited without the consent of the other Partners, and any attempt
to sell, assign, pledge, or otherwise encumber or dispose of such an interest
without such consent shall be null and void. Nothing in the preceding sentence
shall be deemed to restrict the transfer by merger (the "Merger") of all of API
No. 1, LLC's interests in the Partnership to AmeriPath, LLC, a Delaware limited
liability company, whereby Ameripath, LLC would succeed to the Partnership
Interests of API No. 1, LLC and replace API No. 1, LLC as General Partner.

                                   ARTICLE VII

                     DISSOLUTION, WINDING UP AND TERMINATION

     7.1. CAUSES.

          7.1.1.    IN GENERAL. Each Partner expressly waives any right which it
might otherwise have to dissolve the Partnership except as set forth in this
Section 7.1. The Partnership shall be dissolved only upon the occurrence of any
of the following events:

          (i)       the withdrawal, removal, Bankruptcy (as defined in
     Section 7.1.2), dissolution or liquidation of the General Partner, except
     as contemplated in Article VI;

          (ii)      the unanimous agreement of the Partners to dissolve the
     Partnership; or

          (iii)     the occurrence of any other circumstance which, by law,
     would require the Partnership to be dissolved.

Nothing contained in this Section 7.1 is intended to grant to any Partner the
right to dissolve the Partnership at will (by withdrawal or otherwise), or to
exonerate any Partner from liability to the Partnership and the remaining
Partners if it dissolves the Partnership at will. Any dissolution at will of the
Partnership shall be in contravention of this Agreement.

          7.1.2.    BANKRUPTCY. The "Bankruptcy" of a Partner shall be deemed to
have occurred for purposes of this Section 7.1 upon the occurrence of any of the
following:

          (i)       commencement by such Partner of any proceeding seeking
     relief under any bankruptcy or insolvency law, including but not limited to
     a reorganization, arrangement, readjustment of debt, receivership,
     trusteeship or liquidation (hereinafter referred to as "BANKRUPTCY
     PROCEEDING");

                                       16


          (ii)      acquiescence by such Partner in any Bankruptcy Proceeding
     commenced or brought against such Partner by any other party or parties, it
     being deemed that such Partner has acquiesced in any such Bankruptcy
     Proceeding that is not dismissed within 60 days after the commencement
     thereof or if such Partner, by action, inaction or answer, approves of,
     consents to or admits the material allegations of any petition filed in
     connection therewith or defaults in answering any such petition;

          (iii)     final adjudication of such Partner as bankrupt or insolvent;

          (iv)      expiration of 60 days without termination, dismissal or
     discharge of the appointment of a trustee, receiver or liquidator, with or
     without such Partner's consent, for all or any substantial part of the
     property of such Partner, whether or not including such Partner's
     Partnership Interest; or

          (v)       execution by such Partner of an assignment for the benefit
     of creditors.

          7.1.3.    EFFECTIVE DATE AND RECONSTITUTION. The dissolution shall be
effective on the day the event occurs giving rise to the dissolution, but the
Partnership shall not terminate until all of its affairs have been wound up and
all Partnership assets distributed as provided in this Article VII. In the event
the Partnership is dissolved for any other reason, the General Partner shall
promptly furnish written notice of the dissolution to the Limited Partner. The
Limited Partner may elect, in writing, within 90 calendar days following
transmission of the notice, to reconstitute the partnership with one or more new
general partners. The appointment of any new general partner(s) shall be
effective as of the day the event occurred giving rise to the dissolution. Each
new general partner appointed by the Limited Partner pursuant to this Section
7.1.3 shall make arrangements satisfactory to the General Partner to release the
General Partner from and indemnify it against any personal liability for any
debts, obligations or liabilities of the new partnership formed in accordance
with this Section 7.1.3, and the Partnership Interest of the General Partner
shall thereafter be in all instances identical to the Partnership Interest of
the Limited Partner, with an interest in distributions equal to its interest in
distributions as a General Partner.

     7.2. LIQUIDATOR.

          7.2.1.    IN GENERAL. If the Partnership is dissolved and is not
reconstituted pursuant to Section 7.1.3, the General Partner (or in the event
that the General Partner has withdrawn, or has liquidated or dissolved or become
Bankrupt, or has wrongfully dissolved the Partnership, a liquidator selected by
the Limited Partner) shall commence to wind up the affairs of the Partnership
and to liquidate and sell its assets. The party actually conducting such
liquidation in accordance with the foregoing sentence, whether the General
Partner or a liquidator selected by the Limited Partner, is herein referred to
as the "LIQUIDATOR." The Liquidator (if other than the General Partner) shall
have sufficient business expertise and competence to conduct the Winding Up and
termination of the Partnership and, in the course thereof, to cause the
Partnership to perform any contracts which the Partnership then has or
thereafter enters into. The Liquidator shall have full

                                       17


right and unlimited discretion to determine the time, manner and terms of any
sale or sales of Partnership property pursuant to such liquidation, having due
regard for the activity and condition of the relevant market and general
financial and economic conditions. The Liquidator (other than the General
Partner) shall be entitled to receive such reasonable compensation for its
services as shall be agreed upon by the Liquidator and the Limited Partner.

          7.2.2.    SUCCESSOR LIQUIDATOR. The Liquidator may resign at any time
by giving 15 days' prior written notice and may be removed at any time, with or
without cause, by written notice of removal signed by the Limited Partner, Upon
the death, dissolution, removal or resignation of the Liquidator, a successor
and substitute Liquidator (who shall have and succeed to all the rights, powers
and duties of the original Liquidator) will, within 30 days thereafter, be
appointed by the Limited Partner. The right to appoint a successor substitute
Liquidator in the manner provided herein shall be recurring and continuing for
so long as the functions and services of the Liquidator are authorized to
continue under the provisions hereof, and every reference herein to the
Liquidator will be deemed to refer also to any such successor or substitute
Liquidator appointed in the manner herein provided.

          7.2.3.    POWERS. The Liquidator shall have and may exercise, without
further authorization or consent of any of the parties hereto or their legal
representatives or successors in interest, all of the powers conferred upon the
General Partner under the terms of this Agreement, to the extent necessary or
desirable in the good faith judgment of the Liquidator to perform its duties and
functions. The Liquidator (if not the General Partner) shall, while acting in
such capacity on behalf of the Partnership, be entitled to the indemnification
rights set forth in Section 2.7.

     7.3. COURT APPOINTMENT OF LIQUIDATOR. If, within 90 days following the date
of dissolution, a Liquidator or successor Liquidator has not been appointed in
the manner provided herein, any interested party shall have the right to make
application to the then senior United States Federal District Judge (in his
individual and not judicial capacity) for Federal District of Florida in which
the Partnership Office is situated for appointment of the Liquidator or
successor Liquidator, and the Judge, acting as an individual and not in his
judicial capacity, shall be fully authorized and empowered to appoint and
designate the Liquidator or successor Liquidator who shall have all the powers,
duties, rights and authority of the Liquidator herein provided.

     7.4. LIQUIDATION. In the course of the Winding Up and terminating the
business and affairs of the Partnership, its assets (other than cash) shall be
sold, its liabilities and obligations to creditors (including any loans made by
Partners) and all expenses incurred in its liquidation shall be paid, and all
resulting revenues and Costs shall be credited or charged to the Capital
Accounts of the Partners in accordance with Article IV. Notwithstanding the
foregoing, the Liquidator, in its sole and absolute discretion, may distribute
to the Partners in lieu of a sale all or any portion of the Partnership's
properties. Otherwise, all Partnership property shall be sold upon liquidation
of the Partnership and no Partnership property shall be distributed in kind to
the Partners except by agreement of all of the Partners. If the interest of the
Partnership in the Partnership property is to be distributed in kind, the
Liquidator shall determine the fair market value of such Partnership property
and the Capital Accounts of the Partners shall be adjusted for the gain or loss
that would have been recognized if the Partnership property to be distributed
had been sold by the Partnership

                                       18


for such fair market value. Thereafter, the net proceeds from such sales (after
deducting all selling costs and expenses in connection therewith) and, at the
expiration of the period referred to in Section 7.5, the balance in the reserve
account referred to in Section 7.5 shall be distributed among the Partners in
the ratio of and to the extent of the then credit balances in the Capital
Accounts. Any Partnership properties that are to be distributed in kind shall be
distributed among the Partners in the ratio of and to the extent of the then
credit balances in the Capital Accounts and the Capital Accounts shall be
adjusted by the fair market value of such distributed property as if the
proceeds thereof had been distributed to the Partners, net of any gain or loss
theretofore recognized in the Capital Accounts. If, following the adjustments to
Capital Accounts pursuant to this Section 7.4, the Limited Partner has a
negative Capital Account balance, the Limited Partner shall not be required to
contribute cash to the Partnership in an amount equal to such negative Capital
Account balance. The Liquidator shall be instructed to use all reasonable
efforts to effect complete liquidation of the Partnership within one year after
the date the Partnership is dissolved. Each holder of a Partnership Interest
shall look solely to the assets of the Partnership for all distributions and
shall have no recourse therefor (upon dissolution or otherwise) against any
Partner or the Liquidator. Upon the completion of the liquidation of the
Partnership and the distribution of all Partnership funds, the Partnership shall
terminate and the General Partner (or the Liquidator, as the case may be) shall
have the authority to execute and record all documents required to effectuate
the dissolution and termination of the Partnership.

     7.5. CREATION OF RESERVES. After making payment or provision for payment of
all debts and liabilities of the Partnership and all expenses of liquidation,
the Liquidator shall set up, for a period not to exceed one year after the date
of dissolution, such cash reserves as the Liquidator may deem reasonably
necessary for contingent or unforeseen liabilities or obligations of the
Partnership.

     7.6. FINAL AUDIT. Within a reasonable time following the completion of the
liquidation, the Liquidator shall supply to each of the Partners a statement
(certified by the Partnership's independent certified public accountants if the
Limited Partner shall so request), which shall set forth the assets and the
liabilities of the Partnership as of the date of complete liquidation, each
Partner's pro rata portion of distributions pursuant to Section 7.4 and the
amount retained as reserves by the Liquidator pursuant to Section 7.5.

                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1. NOTICES AND APPROVALS. All notices, requests, statements, offers,
acceptances or other matters required or permitted to be given or furnished
hereunder to any Partner shall be deemed sufficiently given or furnished if in
writing and personally delivered to such Partner, or deposited in the United
States mail, in a sealed envelope, certified mail with return receipt requested,
with postage prepaid, addressed to such Partner at the address of such partner
as provided on Exhibit A or at such other address as such Partner shall have
previously designated by notice under this Section 8.1 to the Partner giving
such notice, request, statement, offer, acceptance or other writing. For
purposes of this Agreement, the date of the giving of notice shall be the date
of delivery, if personally

                                       19


delivered, or five business days after the date deposited in the mail. Any
approval or consent required by the General Partner shall be deemed given if
given by the President or any vice president of the General Partner.

     8.2. FORCE MAJEURE. If, as a result of force majeure (including and without
limitation any and all events and circumstances not within or subject to a
party's reasonable control), the General Partner is unable to carry out, wholly
or in part, its duties and obligations under this Agreement, then the duties and
obligations of the General Partner, so far as the General Partner's ability to
comply with them is affected by the force majeure, shall be suspended during the
continuance of the force majeure. The General Partner shall use all reasonable
diligence to remove the force majeure as quickly as reasonably possible. The
requirement that any force majeure shall be remedied with all reasonable
diligence shall not require the settlement of strikes, lockouts or other labor
difficulty suffered, but resolution of all such difficulties shall be entirely
within the discretion of the party concerned.

     8.3. APPLICABLE LAW. This Agreement is entered into and shall be construed
and enforced in accordance with the applicable laws of the State of Delaware,
without giving effect to principles of conflicts of laws. This Agreement shall
be subject to all valid applicable laws and official orders, rules and
regulations, and, in the event this Agreement or any portion thereof is, or the
operations contemplated hereby are, found to be inconsistent with or contrary to
any such laws or official orders, rules and regulations, the latter shall be
deemed to control, and this Agreement shall be regarded as modified accordingly,
and, as so modified, shall continue in fall force and effect; provided, however,
that nothing herein contained shall be construed as a waiver of any right to
question or contest any such law, order, rule or regulation in any forum having
jurisdiction in the premises.

     8.4. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Partners, their heirs, executors, administrators, legal representatives and
permitted successors and assigns, any or all of whom shall execute and deliver
all necessary documents required to carry out the terms of this Agreement.

     8.5. AMENDMENTS. This Agreement may be amended from time to time by
agreement of the Partners; provided, however, that no variations, modifications,
amendments or changes herein or hereof shall be binding upon any party or
parties hereto unless reduced to writing and executed by such party or parties.

     8.6. ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding among the Partners relating to the subject matter hereof, and
shall supersede any prior agreements and understandings relating to such subject
matter.

     8.7. ATTORNEYS' FEES. If any litigation is initiated by any Partner against
another Partner relating to this Agreement or the subject matter hereof, the
Partner prevailing in such litigation shall be entitled to recover, in addition
to all damages allowed by law and other relief, all court costs and reasonable
attorneys' fees incurred in connection therewith.

                                       20


     8.8.  WAIVER OF PARTITION. Notwithstanding any statute or principle of law
to the contrary, each Partner hereby agrees that, during the term of the
Partnership, it shall have no right (and hereby waives any right that it might
otherwise have had) to cause any Partnership property to be partitioned or
distributed in kind (except as permitted by Section 7.4).

     8.9.  GENDER AND NUMBER. Whenever required by the context, as used in this
Agreement, the singular number shall include the plural and the neuter shall
include the masculine or feminine gender, arid vice versa.

     8.10. CAPTIONS. The Article and Section headings appearing in this
Agreement are for convenience of reference only and are not intended, to any
extent or for any purpose, to limit or define the text of any Article or
Section.

     8.11. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be an original but all of which shall constitute but one document.

           EXECUTED by the undersigned as of the date first above written.

                                 GENERAL PARTNER:

                                 API NO. 1, LLC


                                 By: /s/ Robert P. Wynn
                                     ------------------------------------------
                                 Name:   Robert P. Wynn
                                 Title:  Vice President, Secretary and Treasurer


                                 LIMITED PARTNER

                                 API NO. 2, LLC


                                 By: /s/ Robert P. Wynn
                                     ------------------------------------------
                                 Name:   Robert P. Wynn
                                 Title:  Vice President, Secretary and Treasurer

                                       21


                                    EXHIBIT A



                                                                Capital
General Partner              Address                          Percentage
- ---------------              -------                          ----------
                                                            
API NO. 1, LLC               7289 Garden Road,                     1%
                             Suite 200
                             Riviera Beach, Florida 33404

LIMITED PARTNER

API NO. 2, LLC               7289 Garden Road,                    99%
                             Suite 200
                             Riviera Beach, Florida 33404


                                       22

EX-3.51

                                                                    EXHIBIT 3.51

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                       MAHONING MEDICAL LABORATORIES, INC.

     The undersigned officer of MAHONING MEDICAL LABORATORIES, INC., an Ohio
corporation for profit (the "Corporation"), does hereby certify that in a
writing signed by all of the directors and all of the shareholders who would be
entitled to a notice of a meeting held for such purpose, the following
amendments to the Corporation's Articles of Incorporation were adopted. This
amendment to the Articles of Incorporation is to be filed under Ohio Revised
Code Section 1701.01 et. seq. for a corporation for profit.

     RESOLVED, that the following amendment; is hereby adopted:

     FIRST:    Article 1. of the Corporation's Articles of Incorporation is
               hereby amended in its entirely as follows:

               The name of the corporation is: AMERIPATH YOUNGSTOWN LABS, INC.

     IN WITNESS WHEREOF, the undersigned officer, acting for and on behalf of
the Corporation has hereunto subscribed his name this 30th day of September,
1998.


                                       By: /s/ Robert P. Wynn
                                           -------------------------------------
                                           Robert P. Wynn, Vice President

[SEAL]

                                                                   RECEIVED

                                                                 OCT 06 1998

                                                                   BOB TAFT
                                                              SECRETARY OF STATE

[SEAL]



[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                       MAHONING MEDICAL LABORATORIES, INC.

     The undersigned, desiring to form a corporation, for profit, under
Sections 1701.01 et seq. of the Ohio Revised Code, does hereby certify as
follows:

     1. NAME. The name of the corporation is Mahoning Medical Laboratories, Inc.

     2. PRINCIPAL OFFICE. The corporation's principal office is located in the
City of Youngstown, County of Mahoning, State of Ohio.

     3. PURPOSE. The sole purpose for which this corporation is formed is to
engage in any lawful act or activity for which the corporation; may be formed
under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

     4. SHARES. The maximum number of shares which the corporation is authorized
to have outstanding is seven hundred fifty (750), all of which shall be common
shares without par value.

     5. PURCHASE OF SHARES. The corporation, by action of its directors, has the
right and authority to purchase any of its outstanding shares at such price and
upon such terms as are agreed upon between the corporation and the selling
shareholder, whenever the corporation has funds legally available for such
purpose.

     6. VOTING. The holders of a majority of the outstanding voting shares are
authorized to take any action which, but for this provision, would require the
vote or other action of the holders of more than a majority of such shares.

     7. CONFLICT OF INTEREST. A director or officer of the corporation shall
not be disqualified, because of his office, from dealing or contracting with the
corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any
transaction of the corporation be void or voidable or in any way affected or
invalidated by reason of the fact that any such director or officer, or any firm
of which such director or officer is a member, or any corporation of which such



director or officer is a shareholder, director, or officer, is in any way
interested in such transaction if the fact that such director, officer, firm, or
corporation is so interested is disclosed to or is known by such directors of
the corporation who are present at the meeting of the directors at which action
upon such transaction is taken; nor shall any such director or officer be
accountable or responsible to the corporation with respect to any such
transaction of the corporation or for any gains or profits realized by him
because he, or any firm of which he is a member, or any corporation of which
he is a shareholder, officer, or director, is interested in such transaction;
and any such director may be counted in determining the existence of a quorum at
any meeting of the directors of the corporation which will authorize or take
action with respect to any such transaction, and may vote thereat to authorize,
ratify, or approve any such transaction with like force and effect as if he, or
any firm of which he is a member, or any corporation of which he is a
shareholder, officer, or director, were not interested in such transaction. As
used herein, "transaction" includes any contract or other act of the
corporation.

     8. PRE-EMPTIVE RIGHTS. The pre-emptive right t0 purchase additional shares
or other securities of the corporation is expressly denied to all shareholders
of all classes.

     IN WITNESS WHEREOF, I have hereunto subscribed my name on March 14, 1994.


                                                     /s/ John T. Mulligan, Esq.
                                                    ----------------------------
                                                       John T. Mulligan, Esq.

                                                       SOLE INCORPORATOR

                                      - 2 -

EX-3.52

                                                                    EXHIBIT 3.52

                             CODE OF REGULATIONS OF
                       MAHONING MEDICAL LABORATORIES, INC.

                                    ARTICLE I

                                     SHARES

     SECTION 1.1 - CERTIFICATES. The interest of each shareholder of the
corporation shall be evidenced by a certificate or certificates, each of which
shall bear a distinguishing number, the signature of the Chairman of the Board,
President, or Vice President and of the Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer, and such recitals as may be required by law.
A full record of each certificate so issued shall be maintained. No certificate
shall be issued for shares being sold by the corporation until such shares have
been paid for in full.

     SECTION 1.2 - TRANSFER. Certificates shall be transferable in person or by
written power of attorney, but no transfer shall be entered upon the record
until the previous certificate for such shares has been surrendered to the
corporation; provided, however, that the directors shall have authority to enact
such rules as they shall deem expedient from time to time concerning the
Issuance or transfer of certificates and to talk such actions in specific cases
as they deem proper concerning, lost, destroyed, or mutilated certificates.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1 - ANNUAL MEETING. The annual meeting of the shareholders of the
corporation shall be held at such time as the directors determine. The meeting
shall be held at the office of the corporation or at such other location as the
directors determine.

     SECTION 2.2 - SPECIAL MEETINGS. Special meetings of the shareholders of the
corporation shall be held at such time and location as are designated in the
call therefor and may be called by: (a) the President; (b) the Vice President.
In the event of absence, disability or death of the President; (c) the directors
by action at a meeting; (d) a majority of the directors acting without a
meeting; or (e) person or persons who hold twenty-five percent (25%) or more
of the voting shares outstanding.

     SECTION 2.3 - NOTICE OF MEETINGS. Written notice of every annual or special
meeting of the shareholders stating the time, location, and purpose thereof
shall be given, as of a record date fixed by the directors, to each shareholder
entitled to vote thereat, or entitled to notice thereof as provided by law, by
mailing such notice to the last known address of each shareholder as it appears
on the records of the corporation, or by personal delivery, not less than seven
(7) nor more than sixty (60) days prior to such meeting. A shareholder may waive
in writing such notice either before or after the meeting, and notice shall be
waived by attendance



at the meeting unless lack of proper notice is alleged prior to or at the
commencement of the meeting.

     SECTION 2.4 - QUORUM AND ADJOURNMENTS. The shareholders present in person
or by proxy representing a majority of the voting power of the corporation shall
constitute a quorum for a meeting shareholders; however, that at any meeting,
regardless of whether a quorum is present, the holders of a majority of the
voting shares represented thereat may adjourn from time to time without notice
other than by announcement at such meeting.

     SECTION 2.5 - VOTING. Only persons who appear as holders of voting shares
on the records of the corporation as of the close of business on the record date
for such meeting or, if no such record date shall have been fixed, the next day
preceding the day on which the meeting is held, shall be entitled to vote at
meetings of shareholders. Subscribers for voting shares shall have the right to
vote such subscribed shares while not in default of payment therefor.

     SECTION 2.6 - PROXIES. Any shareholder may be represented at a meeting of
shareholders for any purpose, including any vote to be taken thereat, by proxy
appointed in writing, executed by such shareholder, and delivered to the
Secretary or presiding officer at or before such meeting.

     SECTION 2.7 - ORDER OF BUSINESS. The order of business at a meeting of
shareholders shall be as follows, to the extent that the same is consistent with
the purpose of such meeting:

     (a)  Designated of a secretary for the meeting in the event the Secretary
          is absent thereform;

     (b)  Statement regarding giving of notice of meeting;

     (c)  Calling roll and filing of proxies with the Secretary;

     (d)  Reading and vote on approval of previously unapproved minutes;

     (e)  Report of President and reports of other officers;

     (f)  Consideration and approval of actions of officers and directors;

     (g)  Unfinished business;

     (h)  New business;

     (i)  Election of directors; and

     (j)  Adjournment.

                                      - 2 -


     SECTION 2.8 - ACTION WITHOUT A MEETING. Any action which may be authorized
or taken at a meeting of shareholders may be authorized or taken without a
meeting by writing or writings singed by all the shareholders who would be
entitled to notice of a meeting of the shareholders held for the purpose of such
action, which writing or writings shall be filed with or entered upon the
records of the Corporation.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 3.1 - NUMBER. The number of directors shall be as determined by the
shareholders from time to time.

     SECTION 3.2 - ELECTION. At each meeting of the shareholders for the
election of directors, the nominees receiving the greatest number of votes shall
become the directors. Directors may be elected at any meeting of the
shareholders if the notice therefor states that one of the purposes of such
meeting is the election of directors.

     SECTION 3.3 - TENURE OF OFFICE. Each director shall hold office until the
annual meeting of shareholders next following his or her election and until his
or her successor is elected and qualified, or until his or her earlier
resignation, removal from office, or death. A director not re-elected at a
special meeting of shareholders, one of the purposes of which is the election of
a director for such post, shall be deemed to have been removed from office.

     SECTION 3.4 - VACANCIES. Whenever any vacancy shall occur among the
directors, the remaining directors may, by a vote of a majority of their number,
fill such vacancy.

     SECTION 3.5 - MEETINGS. Meetings of the directors shall be hold at such
time and location in Ohio as are designated in the call therefor and may be
called by: (a) the President; (b) the Vice President; or (c) any two directors.
Meetings of the directors may also be held at any time and location if all
directors are present or file written consents to such meeting. Meetings of the
directors may be held through any communications equipment if all persons
participating can hear each other.

     SECTION 3.6 - NOTICE OF MEETINGS. Written notice of all meetings of the
directors stating the time and location thereof shall be given by mail,
telegram, or cablegram to each director at his or her last known address, or
by personal delivery, not less than two (2) nor more than fourteen (14) days
prior to such meeting. A director may waive in writing such notice either
before or after the meeting, and notice shall be waived by attendance at the
meeting unless lack of proper notice is alleged prior to or at the
commencement of the meeting.

     SECTION 3.7 - QUORUM AND ADJOURNMENTS. A majority of the directors shall
coustitute a quorum; provided, however, that at any meeting, regardless of
whether a quorum

                                      - 3 -


is present, a majority of the directors present may adjourn from time to time
without notice other than by announcement at such meeting.

     SECTION 3.8 - VOTING. At any meeting of the directors at which a quorum is
present, all matters before the meeting, except for filling a vacancy, shall be
decided by the affirmative vote of not less than a majority of the directors
present.

     SECTION 3.9 - ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of the directors may be taken without a meeting in a written document
signed by all the directors.

     SECTION 3.10 - POWERS AND DUTIES. The directors shall:

     (a)  Exercise the powers of the corporation, conduct its business and
          affairs, and control its property;

     (b)  Elect and, in their discretion, remove of suspend officers;

     (c)  Fix and limit the powers and duties of all officers and fix the
          compensation of officers and directors;

     (d)  Designate a depository or depositories of funds of the corporation and
          the officers or other persons who shall be authorized to sign checks,
          notes, drafts, and other commercial paper on behalf of the
          corporation;

     (e)  Determine the business year upon which the corporation shall operate;

     (f)  In their discretion, adopt a seal for the corporation, which seal
          shall have inscribed thereon the name of the corporation and such
          other recitals as they deem appropriate; and

     (g)  In their discretion, enact, amend, or repeal such bylaws for their own
          government as may be consistent with the Articles of Incorporation and
          the Regulations.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1 - OFFICERS DESIGNATED. The officers of the corporation shall
consist of a President, a Vice President, a Secretary, a Treasurer, and such
other officers as the directors may deem appropriate.

                                      - 4 -


     SECTION 4.2 - ELECTION. The officers shall be elected by the directors. The
directors may fill any vacancy. The Chairman of the Board, if any, shall be a
director. No other officer need be a director or shareholder of the corporation.
One person may hold two or more offices, but no person shall execute any
document of the corporation in more than one capacity if such document is
required by law, the Articles, the Regulations, or the By-Laws to be executed,
acknowledged, or certified by two or more officers.

     SECTION 4.3 - TENURE OF OFFICE. Each officer shall hold office until the
first meeting of directors following the annual meeting of shareholders next
following his or her election and until his or her successor is elected and
qualified, or until his or her earlier resignation, removal from office, or
death.

     SECTION 4.4 - POWERS AND DUTIES. The following officers shall have the
following powers and duties:

     (a)  PRESIDENT. The President shall be the chief executive officer of the
          corporation and shall have general supervision over its property,
          business, and affairs, subject to the supervision and control of the
          directors. The President shall preside at all meetings of shareholders
          and directors.

     (b)  VICE PRESIDENT: The Vice President shall perform the duties of the
          President in the event of the absence, disability, or death of the
          President.

     (c)  SECRETARY. The Secretary shall record and maintain the minutes of all
          meetings of the shareholders and the directors in books provided for
          that purpose. The Secretary shall maintain records of the names and
          addresses of the shareholders of the corporation.

     (d)  TREASURER. The Treasurer shall maintain current and complete records
          of account, have custody of the funds of the corporation, deposit of
          such funds in such depositories at the directors may designate, and
          render to the directors upon their request statements of the financial
          condition of the corporation.

     SECTION 4.5 - DELEGATION OF DUTIES. The directors may delegate the duties
of any officer to any other officer and may require the performance of duties in
addition to those mentioned herein.

                                    ARTICLE V

                                 INDEMNIFICATION

     Each director, officer, and employee, or a former director, officer, or
employee, or any person who is serving or has served at the request of the
corporation as a director, officer, or

                                      - 5 -


employee of another corporation, shall be indemnified by the corporation against
expenses (including attorney fees), judgments, decrees, fines, penalties, or
amounts paid in settlement reasonably incurred in connection with the defense of
any pending or threatened or completed action, suit, or proceeding, whether
criminal, civil, investigative or administrative, to which he or she is or may
be a party by reason of being or having been such director, officer, or
employee; provided; (a) he or she is adjudicated or determined not to have been
negligent or guilty of misconduct in the performance of his duty to the
corporation; (b) he or she is determined to have acted in good faith and in a
manner in what he or she reasonably believed to be in or not opposed to the best
interest of the corporation; (c) in any matter the subject of a criminal action,
suit or proceeding, he or she is determined to have had no reasonable cause to
believe that his or her conduct was unlawful. The determination as to (b) and
(c) and, in the absence of adjudication by a court of competent, jurisdiction,
the determination as to (a), shall be made by the directors of the corporation
acting at a meeting at which a quorum consisting of directors who are not
parties to or threatened with any such action, suit, or proceeding is present.
Any director who is party to or threatened with any such action, suit, or
proceeding is present. Any director who is a party to or threatened with any
such action, suit, or proceeding is present. Any director who is a party to or
threatened with any such action, suit, or proceeding shall not be qualified to
vote and, if for this reason, a quorum of directors cannot be obtained to vote
on such indemnification, no indemnification shall be made unless such
indemnification is approved by: (a) the holders of a majority of the voting
shares of the corporation, excluding for the purposes hereof shares held or
controlled by every person who is a party to or threatened with any such action,
suit, or proceeding; or (b) a court of competent jurisdiction. Such right of
indemnification shall not be deemed exclusive of any other rights to which such
person may be entitled and shall inure to the benefit of the heirs, executors,
and administrators of such person.

                                   ARTICLE VI

                                   AMENDMENTS

     These Regulations may be amended, or new regulations may be enacted: (a) by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the corporation at any meeting called for such
purpose; or (b) without a meeting, by the written approval of the holders of
two-thirds of the voting shares of the corporation. In the event of amendment or
enactment of new regulations by such written consent, the Secretary of the
corporation shall mail a copy of such amendment of new regulations to each
shareholder who did not participate in the approval thereof.

                                      - 6 -


                         AMERIPATH YOUNGSTOWN LABS. INC.

                        AMENDMENTS TO CODE OF REGULATIONS

          The following provisions are applicable to and supplement the Sections
indicated and supercede anything to the contrary in the Code of Regulations:

SECTION 2.7 is deleted.

SECTION 3.1. The Board shall also have the right to determine the number of
directors within the limits of Section 1701.56 of the Ohio Revised Code.

ARTICLE V. The word "shall" is changed to "may" in the phrase "shall be
indemnified" in the first sentence of Article V.

EX-3.53

                                                                    EXHIBIT 3.53

                           CERTIFICATE OF AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                      CONSULTANT PATHOLOGY ASSOCIATES, INC.

     The undersigned officer of CONSULTANT PATHOLOGY ASSOCIATES, INC., an Ohio
corporation for profit (the "Corporation"), does hereby certify that in a
writing signed by all of the directors and all of the shareholders who would be
entitled to a notice of a meeting held for such purpose, the following
amendments to the Corporation's Articles of Incorporation were adopted. This
amendment to the Articles of Incorporation is to be filed under Ohio Revised
Code Section 1785.01 et. seq. for a professional corporation.

     RESOLVED, that the following amendment is hereby adopted;

     FIRST:    Article 1. of the Corporation's Articles of Incorporation is
               hereby amended in its entirety as follows:

               The name of the corporation is: AMERIPATH YOUNGSTOWN, INC.

     IN WITNESS WHEREOF, the undersigned officer, acting for and on behalf of
the Corporation has hereunto subscribed his name this 30th day of September,
1998.


                                           By: /s/ Robert P. Wynn
                                               ---------------------------------
                                               Robert P. Wynn, Vice President

[SEAL]

                                                                   RECEIVED

                                                                 OCT 06 1998

                                                                   BOB TAFT
                                                              SECRETARY OF STATE



[LOGO]
                                                                         #948971

Prescribed by                                          Approved RB
Bob Taft, Secretary of State                           Date 7/17/96
30 East Broad Street, 14th Floor                       Fee 50.00
Columbus, Ohio 43266-0418                              96071740801
Form CON (July 1994)                                   EFF. 8/1/96

                          CERTIFICATE OF CONSOLIDATION

     IN ACCORDANCE WITH THE REQUIREMENTS OF OHIO LAW, THE UNDERSIGNED
CORPORATIONS, LIMITED LIABILITY COMPANIES AND/OR LIMITED PARTNERSHIPS,
DESIRING TO AFFECT A CONSOLIDATION, NOT FORTH THE FOLLOWING FACTS:

I.   NEW ENTITY CREATED BY CONSOLIDATION

     A.   The name of the entity created by the consolidation is:

          Consultant Pathology Associates Inc.

     B.   The entity created by the consolidation is a: (PLEASE CHECK THE
          APPROPRIATE BOX AND FILL IN THE APPROPRIATE BLANKS)

     [X]  Domestic (Ohio) corporation

     [ ]  Foreign (Non-Ohio) corporation incorporated under the laws of the
          state/ country of ______________.

     [ ]  Domestic (Ohio) limited liability company

     [ ]  Foreign (Non-Ohio) limited liability company organized under the laws
          of the state/country of ___________________.

     [ ]  Domestic (Ohio) limited partnership

     [ ]  Foreign (Non-Ohio) limited partnership organized under the laws of the
          state/country of ____________________.

[SEAL]

                                                                    RECEIVED

                                                                  JUL 29 1996

                                                              SECRETARY OF STATE

II.  CONSOLIDATING ENTITIES

     The name, type of entity, and state/country of incorporation or
organization, respectively, of each entity, other than the new entity, which is
a party to the merger are as follows:

(IF INSUFFICIENT SPACE TO COVER THIS ITEM, PLEASE ATTACH A SEPARATE SHEET
LISTING THE CONSOLIDATING ENTITIES; OHIO LIMITED PARTNERSHIPS AND FOREIGN
QUALIFIED LIMITED PARTNERSHIPS MUST INCLUDE REGISTRATION NUMBER)

[SEAL]

                                                                    RECEIVED

                                                                  JUL 17 1996

                                                              SECRETARY OF STATE





NAME                         STATE/COUNTRY OF ORGANIZATION       TYPE OF ENTITY
                                                     
Pathology Consultants, Inc.             Ohio               Professional Corporation
- ---------------------------             ----               ------------------------
Pathology Associates of
Northeast  Ohio, Inc.                   Ohio               Professional Corporation

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

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

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

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

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

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


III. CONSOLIDATION AGREEMENT ON FILE

     The name and mailing address of the person or entity from whom/which
eligible person may obtain a copy of the agreement of consolidation upon written
request:

       NAME                                    ADDRESS

  John T. Mulligan               600 Superior Avenue, E., #2100
  ----------------               -----------------------------------------------
                                 (street and number)

                                 Cleveland                     Ohio      44114
                                 -----------------------------------------------
                                 (city, village or township)  (state) (zip code)

IV.  EFFECTIVE DATE OF CONSOLIDATION

     This consolidation is to be effective:

     On August 1, 1996 (IF A DATE IF SPECIFIED, THE DATE MUST BE A DATE ON OR
AFTER THE DATE FILLING; THE EFFECTIVE DATE OF THE CONSOLIDATION CANNOT BE
EARLIER THAN THE DATE OF FILING; IF NO DATE IS SPECIFIED, THE DATE OF FILING
WILL BE THE EFFECTIVE DATE OF THE CONSOLIDATION).

V.   CONSOLIDATION AUTHORIZED

     The laws of the state or country under which each constituent entity
exists, permits this consolidation.

     This consolidation was adopted, approved and authorized by each of the
constituent entities in compliance with the laws of the state under which it is
organized, and the persons signing this certificate on behalf of each of the
constituent entities are duly authorized to do so.



VI.   STATUTORY AGENT

      The name and address of the statutory agent upon whom any process, notice
or demand against any constituent entity or the new entity may be served is:

       NAME                                    ADDRESS

  John T. Mulligan               600 Superior Avenue, E., #2100
  ----------------               -----------------------------------------------
                                     (complete street, address)

                                 Cleveland, Ohio                 44114
                                 -----------------------------------------------
                                 (city, village or township)   (zip code)

      ACCEPTANCE OF AGENT

      The undersigned, named herein as the statutory agent upon whom service of
process against any constituent entity or the new entity may be served, hereby
acknowledges and accepts the appointment of statutory agent.

                                  /s/ John T. Mulligan
                                  ----------------------------------------------
                                  SIGNATURE OF AGENT

VII.  STATEMENT OF CONSOLIDATION

      Upon filing, or upon such later date as specified herein, the
consolidating entity/entities listed herein shall consolidate to form the listed
new entity.

VIII. ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION OR CERTIFICATE OF
      LIMITED PARTNERSHIP

      The articles of incorporation, [ILLEGIBLE] of the new domestic (Ohio)
entity herein, are as set forth in the attached "Exhibit A"

      (PLEASE NOTE THAT ARTICLES OF INCORPORATION, ARTICLES OF ORGANIZATION OR
TO A CERTIFICATE OF LIMITED PARTNERSHIP MUST BE ATTACHED IF THE NEW ENTITY IS
TO BE A DOMESTIC CORPORATION, LIMITED LIABILITY COMPANY, OR LIMITED
PARTNERSHIP.)

IX.   QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY

      A.  The foreign corporation, limited liability company, or limited
partnership created by and through this consolidation hereby states that it
desires to transact business in Ohio as a foreign corporation, foreign limited
liability company, or foreign limited partnership, and hereby appoints the
following as its statutory agent upon whom process, notice or demand against the
entity may be served in the State of Ohio. The name and complete address of the
statutory agent is:

- ---------------------------------               --------------------------------
(name)                                               (street and number)

                                                     Ohio
- ---------------------------------,                       -----------------------
(city, village or township)                                   (zip code)



     The subject newly created foreign corporation, limited liability company or
limited partnership irrevocably consents to service of process on the statutory
agent listed above as long as the authority of the agent continues, and to
service of process upon the Secretary of State if the agent cannot be found, if
the corporation, limited liability company or limited partnership fails to
designate another agent when required to do so, or if the corporation's, limited
liability company's, or limited partnership's license or registration to do
business in Ohio expires or is cancelled.

     B.   The qualifying entity also states as follows: (complete only if
          applicable)

          1.   FOREIGN QUALIFYING LIMITED LIABILITY COMPANY
               (If the qualifying entity is a foreign limited liability company,
               the following Information must be completed)

               a.   The name of the limited liability company in its state of
                    organization/registration is ________________
                    ______________________________________________

               b.   The name under which the limited liability company desires
                    to transact business in Ohio is_____________

               c.   The limited liability company was organized or registered on
                                                under the laws of the
                    ---------------------------
                    month     day      year
                    state/country of _____________________.

               d.   The address to which Interested persons may direct request
                    for copies of the articles of organization, operating
                    agreement, bylaws, or other charter documents of the company
                    is: _________________

          2.   FOREIGN QUALIFYING LIMITED PARTNERSHIP

               (If the qualifying entity is a foreign limited partnership, the
               following information must be completed)

               a.   The name of limited partnership is _________

               b.   The limited partnership was formed on
                                                          ----------------------
                                                          month  day  year
                    under the laws of the state/country of _____________________

               c.   The address of the office of the limited partnership in its
                    state/country of organization is ______________

               d.   The limited partnership's principal office address is ______



               e.   The names and business or residence addresses of the GENERAL
                    partners of the partnership are as follows:

                    Name                             Address

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

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

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

                    (IF INSUFFICIENT SPACE TO COVER THIS ITEM, PLEASE ATTACH A
                    SEPARATE SHEET LISTING THE GENERAL PARTNERS AND THEIR
                    RESPECTIVE ADDRESSES)

               f.   The address of the office where a list of the names and
                    business or residence addresses of the limited partners and
                    their respective capital contributions is to be maintained
                    is:

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

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

                    THE LIMITED PARTNERSHIP HEREBY CERTIFIES THAT IT SHALL
                    MAINTAIN SAID RECORDS UNTIL THE REGISTRATION OF THE LIMITED
                    PARTNERSHIP IN OHIO IS CANCELLED OR WITHDRAWN.

IN WITNESS WHEREOF, the undersigned constituent entities have caused this
certificate of consolidation to be signed by its duly authorized officers,
partners and representatives on the date(s) stated below.

                                                 Pathology Associates of
     Pathology Consultants, Inc.                  Northeast Ohio, Inc.
- ---------------------------------------    -------------------------------------
exact name of entity                       exact name of entity

By: /s/ [ILLEGIBLE]                        By: /s/ [ILLEGIBLE]
   ------------------------------------      -----------------------------------
Its:         President                     Its:      President
    -----------------------------------        ---------------------------------

Date:                                      Date:
     --------------------------                 ----------------------


- ---------------------------------------    -------------------------------------
exact name of entity                       exact name of entity

By:                                        By:
   ------------------------------------      -----------------------------------
Its:                                       Its:
    -----------------------------------        ---------------------------------

Date:                                      Date:
     --------------------------                 ----------------------



Date:                                      Date:
     --------------------------                 ----------------------


- ---------------------------------------    -------------------------------------
exact name of entity                       exact name of entity

By:                                        By:
   ------------------------------------      -----------------------------------
Its:                                       Its:
    -----------------------------------        ---------------------------------

Date:                                      Date:
     --------------------------                 ----------------------


- ---------------------------------------    -------------------------------------
exact name of entity                       exact name of entity

By:                                        By:
   ------------------------------------      -----------------------------------
Its:                                       Its:
    -----------------------------------        ---------------------------------

Date:                                      Date:
     --------------------------                 ----------------------


- ---------------------------------------    -------------------------------------
exact name of entity                       exact name of entity

By:                                        By:
   ------------------------------------      -----------------------------------
Its:                                       Its:
    -----------------------------------        ---------------------------------

Date:                                      Date:
     --------------------------                 ----------------------

[ILLEGIBLE]



                            ARTICLES OF INCORPORATION
                                       OF
                      CONSULTANT PATHOLOGY ASSOCIATES. INC.

     The undersigned, desiring to form a corporation for profit under Chapter
1785 of the Ohio Revised Code, do hereby certify as follows:

     1 - NAME. The name of the corporation is Consultant Pathology Associates,
Inc.

     2 - PRINCIPAL OFFICE. The corporation's principal office is located in the
City of Youngstown, County of Mahoning, State of Ohio.

     3 - PURPOSE. The sole purpose for which this corporation is formed is to
render the professional services of physicians licensed to practice medicine in
the state of Ohio, and to do such things as are necessary or proper in
connection therewith.

     4 - SHARES. The maximum number of shares which the corporation is
authorized to have outstanding is seven hundred fifty (750), all of which shall
be common shares without par value.

     5 - PURCHASE OF SHARES. The corporation, by action of its directors, has
the right and authority to purchase any of its outstanding shares at such price
and upon such terms as are agreed upon between the corporation and the selling
shareholder, whenever the corporation has funds legally available for such
purchase.

     6 - CONFLICT OF INTEREST. A director or officer of the corporation shall
not be disqualified, because of his office, from dealing or contracting with the
corporation as a vendor, purchaser, employee, agent or otherwise; nor shall any
transaction of the corporation be void or voidable or in any way affected or
invalidated by reason of the fact that any such director or officer, or any firm
of which such director or officer is a member, or any corporation of which such
director or officer is a shareholder, director, or officer, is in any way
interested in such transaction if the fact that such director, officer, firm, or
corporation is so interested is disclosed to or is known by such directors of
the corporation who are present at the meeting of the



directors at which action upon such transaction is taken; nor shall any such
director or officer be accountable or responsible to the corporation with
respect to any such transaction of the corporation or for any gains or profits
realized by him because he, or any firm of which he is a member, or any
corporation of which he is a shareholder, officer, or director, is interested in
such transaction; and any such director may be counted in determining the
existence of a quorum at any meeting of the directors of the corporation which
will authorize or take action with respect to any such transaction, and may vote
thereat to authorize, ratify, or approve any such transaction with like force
and effect as if he, or any firm of which he is a member, or any corporation of
which he is a shareholder, officer, or director, were not interested in such
transaction. As used herein, "transaction" includes any contract or other act of
the corporation.

     7 - PRE-EMPTIVE RIGHTS. The pre-emptive right to purchase additional shares
or other securities of the corporation is expressly denied to all shareholders
of all classes.

     IN WITNESS WHEREOF, I have hereunto subscribed my name on July 24, 1996.


                                                        /s/ John T. Mulligan
                                                     ---------------------------
                                                          John T. Mulligan

                                                         SOLE INCORPORATOR

                                      - 2 -


                          ORIGINAL APPOINTMENT OF AGENT

     The undersigned, being the sole incorporator of CONSULTANT PATHOLOGY
ASSOCIATES, INC., hereby appoint JOHN T. MULLIGAN, a natural person, resident of
the State of Ohio, upon whom any process, notice, or demand required or
permitted by statute to be service upon the corporation may be served.

     His complete address is:              2100 Bank One Center
                                           600 Superior Avenue, East
                                           Cleveland, Ohio 44114
                                           (Cuyahoga County)


                                                        /s/ John T. Mulligan
                                                     ---------------------------
                                                          John T. Mulligan

                                                         SOLE INCORPORATOR

                            ACCEPTANCE OF APPOINTMENT

     The undersigned, John T. Mulligan, named herein as the statutory agent for
CONSULTANT PATHOLOGY ASSOCIATES, INC., hereby acknowledges and accepts the
appointment of statutory agent for said corporation.

                                                           /s/ [ILLEGIBLE]
                                                     ---------------------------
                                                           Statutory Agent

EX-3.54

                                                                    EXHIBIT 3.54

                             CODE OF REGULATIONS OF
                      CONSULTANT PATHOLOGY ASSOCIATES, INC.

                                    ARTICLE I

                                     SHARES

     SECTION 1.1 - SHARE OWNERSHIP. Shares shall be issued only to persons who
are licensed to practice medicine in the State of Ohio or as may be otherwise
permitted by the laws of the State of Ohio. The decision to sell shares of the
corporation shall be made by the shareholders. The terms of ownership and
transferability of shares may be the subject of standard agreements adopted by
the corporation and executed with the shareholders. The execution of such
agreements as may be in common use shall be a condition of the ownership of
shares by an individual.

     SECTION 1.2 - CERTIFICATES. Certificates for shares, certifying the number
of fully paid shares owned, shall be issued to each shareholder in such form as
shall be approved by the Board of Directors. Such certificates shall be signed
by the chairman of the board, president or a vice president and by the secretary
or an assistant secretary or the treasurer or an assistant treasurer. A full
record of each certificate so issued shall be maintained.

     SECTION 1.3 - REGISTRATION OF TRANSFER. Certificates shall be transferable
in person or by written power of attorney, but no transfer shall be entered upon
the record until previous certificate for such shares has been surrendered to
the corporation; provided, however, that the directors shall have authority to
enact such rules as they shall deem expedient from time to time concerning the
issuance or transfer of certificates.

     SECTION 1.4 - LOST, DESTROYED OR STOLEN CERTIFICATES. A new share
certificate or certificates may be issued in place of any certificate
theretofore issued by the corporation which is alleged to have been lost,
destroyed or wrongfully taken upon, (i) the execution and delivery to the
corporation by the person claiming the certificate to have been lost, destroyed
or wrongfully taken of an affidavit of that fact, specifying whether or not, at
the time of such alleged loss, destruction or taking, the certificate was
endorsed, and (ii) the furnishing to the corporation of indemnity and other
assurances satisfactory to the corporation against any and all losses, damages,
costs, expenses or liabilities to which they or any of them may be subjected by
reason of the issue and delivery of such new certificate or certificates or in
respect of the original certificate.

     SECTION 1.5 - REGISTERED SHAREHOLDERS. A person in whose name shares are of
record on the books of the corporation shall conclusively be deemed the
unqualified owner and holder thereof for all purposes and to have capacity to
exercise all rights of ownership. The corporation shall not be bound to
recognize any equitable interest in or claim to such shares on the part of any
other person, whether disclosed upon such certificate or otherwise, nor shall
they be obliged to see to the execution of any trust or obligation.



                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 2.1 - ANNUAL MEETING. The annual meeting of the shareholders of the
corporation shall be held at such time and on such date within two (2) months
before or four (4) months after the close of the business year of the
corporation, as may be fixed by the Board of Directors and stated in the notice
of the meeting.

     SECTION 2.2 - SPECIAL MEETINGS. Special meetings of the shareholders shall
be called upon the written request of the chairman of the board (if any), the
president, the directors by action at a meeting, a majority of the directors
acting without a meeting, or of the holders of shares entitling them to exercise
more than twenty-five percent (25%) of the voting power of the corporation
entitled to vote thereat. Calls for such meetings shall specify the purposes
thereof. No business other than that specified in the call shall be considered
at any special meeting.

     SECTION 2.3 - NOTICE OF MEETINGS. Unless waived, written notice of every
annual or special meeting of the shareholders stating the time, location, and
purpose thereof shall be given, as of a record date fixed by the directors, to
each shareholder entitled to vote thereat, or entitled to notice thereof as
provided by law, by mailing such notice to the last known address of each
shareholder as it appears on the records of the corporation, or by personal
delivery, not less than seven (7) nor more than sixty (60) days prior to such
meeting. A shareholder may waive in writing such notice either before or after
the meeting, and notice shall be waived by attendance at the meeting unless lack
of proper notice is alleged prior to or at the commencement of the meeting. Any
written waiver shall be filed with or entered upon the records of the meeting.

     SECTION 2.4 - PLACE OF MEETINGS. Meetings of shareholders shall be held at
the principal office of the corporation unless the Board of Directors determines
that a meeting shall be held at some other place within or out of the State of
Ohio and causes the notice thereof to so state.

     SECTION 2.5 - QUORUM. The holders of shares entitling them to exercise
seventy percent (70%) of the voting power of the corporation entitled to vote at
any meeting, in person or by proxy, shall constitute a quorum for the
transaction of business to be considered at such meeting; provided, however,
that no action required by law or by the Articles of Incorporation (the
"Articles") or these Regulations to be authorized or taken by the holders of a
designated proportion of the shares of any particular class or of each class may
be authorized or taken by a lesser proportion. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time, until a quorum shall be present.

     SECTION 2.6 - RECORD DATE. The Board of Directors may fix a record date
for any lawful purpose, including, without limiting the generality of the
foregoing, the determination of shareholders entitled to (i) receive notice
of or to vote at any meeting, (ii) receive payment of dividend or
distribution, (iii) receive or exercise rights of purchase of or subscription
for,

                                      - 2 -


or exchange or conversion of, shares or other securities, subject to any
contract right with respect thereto, or (iv) participate in the execution of
written consents, waivers or releases. Said record date shall not be more than
sixty (60) days preceding the date of such meeting, the date fixed for the
payment of any dividend or distribution or the date fixed for the receipt or the
exercise of rights, as the case may be. If a record date shall not be fixed, the
record date for the determination of shareholders who are entitled to notice of,
or who are entitled to vote at, a meeting of shareholders, shall be the close of
business on the date next preceding the day on which notice is given, or the
close of business on the date next preceding the day on which the meeting is
held, as the case may be.

     SECTION 2.7 - VOTING. Except as provided by law or in the Articles, every
shareholder entitled to vote shall be entitled to cast one vote on each proposal
submitted to the meeting for each share held of record by him or her on the
record date for the determination of the shareholders entitled to vote at the
meeting. At any meeting at which a quorum is present, all questions and business
which may come before the meeting shall be determined by the affirmative vote of
the holders of seventy percent (70%) of the voting power of the corporation,
except when a greater proportion is required by law, the Articles, or these
Regulations.

     SECTION 2.8 - PROXIES. A person who is entitled to attend a shareholder
meeting, to vote thereat, or to execute consents, waivers and releases, may be
represented at such meeting or vote thereat, and execute consents, waivers, and
releases, and exercise any of his rights, by proxy or proxies appointed by a
writing signed by such person, as provided by the laws of the State of Ohio,
provided, however, that such a proxy holder shall likewise be a shareholder of
the corporation.

     SECTION 2.9 - ORDER OF BUSINESS.  The order of business at all meetings
of the shareholders shall be as determined by the chairman of the meeting.

     SECTION 2.10 - ACTION WITHOUT A MEETING. Any action which may be authorized
or taken at a meeting of shareholders, may be authorized or taken without a
meeting by writing or writings signed by all of the shareholders who would be
entitled to notice of a meeting of the shareholders held for the purpose of such
action, which writing or writings shall be filed with or entered upon the
records of the corporation.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 3.1 - GENERAL POWERS. The business, power and authority of this
corporation shall be exercised, conducted and controlled by a Board of
Directors, except where the law, the Articles or these Regulations require
action to be authorized or taken by the shareholders.

     SECTION 3.2 - NUMBER. The number of directors shall equal the number of
share holders. Such number may be fixed or changed by resolution approved by the
affirmative of holders of shares of stock of the corporation as provided for in
Section 2.7 or adopted

                                      - 3 -


by the affirmative vote or approval of and in a writing or writings signed by
all the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose.

     SECTION 3.3 - ELECTION. Each shareholder shall be a director. If at any
time the number of directors is to be less than the number of shareholders, then
there shall be held an election of directors. At each meeting of the
shareholders for the election of directors, the nominees receiving the greatest
number of votes shall become the directors. Directors may be elected at any
meeting of the shareholders if the notice therefore states that one of the
purposes of such meeting is the election of directors.

     SECTION 3.4 - TENURE OF OFFICE. Each director shall hold office until the
annual meeting of shareholders next following his or her election and until his
or her successor is elected and qualified, or until his or her earlier
resignation, removal from office, or death. A director not reelected at a
special meeting of shareholders, one of the purposes of which is the election of
a director for such post, shall be deemed to have been removed from office.
Directors shall be subject to removal as provided by law or by other lawful
procedures and nothing herein shall be construed to prevent the removal of any
or all directors in accordance therewith.

     SECTION 3.5 - RESIGNATION. A resignation from the Board of Directors, shall
be deemed to take effect immediately upon its being received by an incumbent
corporate officer other than an officer who is also the resigning director,
unless such other time is specified therein.

     SECTION 3.6 - VACANCY. In the event of any vacancy in the Board of
Directors for any cause, the remaining directors may, by a vote of a majority of
their number, fill any such vacancy for the unexpired term.

     SECTION 3.7 - MEETINGS. A regular meeting of the Board of Directors shall
be held immediately following the adjournment of the annual meeting of the
shareholders or a special meeting of the shareholders at which directors are
elected. The holding of such shareholders' meeting shall constitute notice of
such directors' meeting and such meeting may be held without further notice.
Other regular meetings shall be held at such other times and places as may be
fixed by the directors. Special meetings of the Board of Directors may be held
at any time upon call of the chairman of the board, if any, the president, or
any two (2) directors. Any meeting of directors may be held at any place within
or without the State of Ohio in person and/or through any communications
equipment if all persons participating in the meeting can hear each other.

     SECTION 3.8 - NOTICE OF MEETING. Notice of the time and place of any
regular or special meeting of the Board of Directors (other than the regular
meeting of directors following the adjournment of the annual meeting of the
shareholders or following any special meeting of the shareholders at which
directors are elected) shall be given to each director by personal delivery,
telephone, facsimile, mail, telegram or cablegram at least forty-eight (48)
hours before the meeting, which notice need not specify the purpose of the
meeting. Such however, may be waived in writing by any director either before or
after any such

                                      - 4 -


meeting, or by attendance at such meeting (including attendance (presence) by
means of participation through any communications equipment as above provided)
without protest prior to the commencement thereof.

     SECTION 3.9 - QUORUM AND VOTING. At any meeting of directors, no fewer than
a majority of directors then in office must be present, in person and/or through
any communications equipment, to constitute a quorum for such meeting, except
that a majority of the remaining directors in office constitutes a quorum for
filling a vacancy in the Board of Directors. At any meeting at which a quorum is
present, all acts, questions and business which may come before the meeting
including, without limitation, the election of officers shall be determined by
seventy percent (70%) of votes cast by the directors present at such meeting,
unless the vote of a greater number is required by the Articles or Regulations.

     SECTION 3.10 - ACTION WITHOUT A MEETING. Any action which may be taken at a
meeting of directors may be taken without a meeting if authorized by a writing
or writings signed by all of the directors, which writing or writings shall be
filed with or entered upon the records of the corporation.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.1 - GENERAL PROVISIONS. The Board of Directors shall elect a
President, a vice president, a secretary and a treasurer, and may elect such
other officers and assistant officers as the Board of Directors may from time to
time deem necessary. Until the annual meeting of shareholders in 2001, of the
president and the vice president, one (1) shall be a person who is regularly
providing full-time services for the corporation at Western Reserve Care System,
and the other shall be a person who is regularly providing full-time services at
St. Elizabeth Health Center. The same provision shall apply with regard to the
positions of secretary and of treasurer. Any two (2) or more offices (other than
the president and vice president and the secretary and the treasurer) may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required to be
executed, acknowledged or verified by two (2) or more officers. Certain officers
may receive compensation for their services in such amounts as the directors may
decide from time to time.

     SECTION 4.2 - POWERS AND DUTIES. All officers, as between themselves and
the corporation, shall respectively have such authority and perform such duties
as are customarily incident to their respective offices, and as may be specified
from time to time by the Board of Directors, regardless of whether such
authority and duties are customarily incident to such office. In the absence of
any officer of the corporation, or for any other reason the Board of Directors
may deem sufficient, the Board of Directors may delegate for the time being, the
powers or duties of such officer, or any of them, to any other officer or to any
director.

                                      - 5 -


     SECTION 4.3 - TENURE OF OFFICE. Each officer of the corporation shall hold
office for a term of one (1) year until his or her successor has been elected or
until his or her earlier resignation, removal from office or death. The election
or appointment of an officer for a given [ILLEGIBLE], or a general provision in
the Articles or Regulations with respect to term of office, shall not be deemed
to create contract rights.

     SECTION 4.4 - REMOVAL. Any officer may be removed, with or without cause,
by the Board of Directors without prejudice to the contract rights, if any, of
such officer.

                                    ARTICLE V

                                   COMMITTEES

     SECTION 5.1 - GENERAL PROVISIONS FOR EXECUTIVE COMMITTEE. During such times
as all of the shareholders are directors, there shall be an Executive Committee.
At such time as fewer than all shareholders are directors, there may be the
Executive Committee, as the Board of Directors may from time to time decide.

     SECTION 5.2 - MEMBERSHIP OF THE EXECUTIVE COMMITTEE. During such time as
the existence of an Executive Committee is mandated by the provisions of
Section 5.1, the Executive Committee shall consist of six (6) members, and
shall include the following: the president and vice president of the
corporation, and chairmen of the pathology departments at Western Reserve
Care System and at St. Elizabeth Health Center, and the secretary and the
treasurer of the corporation. Until the earlier of (a) the elimination of the
Executive Committee by the decision of the shareholders, or (b) August 1,
2001, there shall be equal representation on the Executive Committee by
physicians whose regular duties are at Western Reserve Care System and by
physician whose regular duties are at St. Elizabeth Health Center. If the EX
OFFICIO designations provided for in this Section 5.2 do not fill the
Executive Committee, because, for example, one person is serving as one of
the above-referenced officers and also as a department chairman, then the
shareholders who are regularly practicing at the hospital at which such
person is regularly practicing shall designate an additional Executive
Committee member. At such time as the Executive Committee is no longer
mandatory, the membership on the Executive Committee shall be as the Board of
Directors shall determine. Those persons serving as EX OFFICIO members of the
Executive Committee shall serve while they hold their positions. Executive
Committee members who are elected by the shareholders at one of the
above-referenced hospitals may be removed at any time with or without cause
by the vote of a majority of such shareholders of such group, and a
replacement shall be chosen by them. Executive Committee members chosen by
vote shall serve for a term of one (1) year.

     SECTION 5.3 - AUTHORITY OF EXECUTIVE COMMITTEE. The Executive Committee
shall exercise the authority of the Board of Directors when so authorized by the
Board of Directors, and shall provide advice to the officers.

     SECTION 5.4 - OTHER COMMITTEES. The Board of Directors may establish other
committees consistent with this Code of Regulations as it may determine. All
aspects of the functioning of such committees shall be as determined by the
Board of Directors.

                                      - 6 -


                                   ARTICLE VI

                                 INDEMNIFICATION

     SECTION 6.1 - GENERAL PROVISIONS. The corporation may indemnity, to the
fullest extent now or hereafter permitted by law, any director or officer who
was or is a party or is threatened to be made a party to, or is involved in, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereafter, a "proceeding"), by reason
of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, partner, .trustee, employee or agent or in any
other capacity while serving as a director, officer, partner, trustee, employee
or agent, against all expense, liability and loss (including attorneys' fees),
judgments, fines, excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, partner, trustee, employee or agent and shall inure
to the benefit of his or her heirs, executors and administrators. The extent to
which an indemnitee has a right to indemnification shall be as provided under
applicable law.

     SECTION 6.2 - PAYMENT OF EXPENSES. Expenses, including attorneys' fees,
incurred by a director or officer of the corporation in defending any proceeding
referred to in Section 6.1 hereof, may be paid by the corporation, in the
absolute discretion of the corporation, in advance of the final disposition of
such proceeding upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount unless it shall ultimately be determined that
the or she is entitled to be indemnified by the corporation as authorized in
this Article VI; which undertaking may be secured or unsecured, at the
discretion of the corporation. The provisions of division 1701.13(E)(5)(a) (as
amended) of the Ohio Revised Code shall not apply to the corporation.

     SECTION 6.3 - ACTION TO COMPEL PAYMENT. If a claim under Section 6.1 hereof
is not paid in full by the corporation within thirty (30) days after a written
claim therefor has been received by the corporation, the claimant may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to also be paid the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which makes it permissible under the Ohio General corporation Laws for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Ohio General corporation Laws, nor an actual determination by the corporation

                                      - 7 -


(including its Board of Directors, independent legal counsel, or it
shareholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a assumption that the claimant has
not met the applicable standard or conduct.

     SECTION 6.4 - NONEXCLUSIVE REMEDY. The indemnification and advancement of
expenses provided under this Article VI shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, the Articles, these Regulations, any agreement, vote of shareholders or of
disinterested directors or otherwise, both as to action in their official
capacity and as to action in another capacity while holding such office.

     SECTION 6.5 - CONTRACTUAL OBLIGATION. This Article VI shall be deemed to be
a contract between the corporation and each director or officer of the
corporation, or individual who is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, who
serves in such capacity at any time while this Article VI is in effect, and any
repeal, amendment or other modification of this Article VI shall not affect any
rights or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon any such state of facts.

     SECTION 6.6 - SAVINGS CLAUSE. If this Article VI or any portion thereof
shall be invalidated or found unenforceable on any ground by any court of
competent jurisdiction, then the corporation shall nevertheless indemnify each
director, officer, employee or agent of the corporation against expenses
(including attorneys' fees), judgments, fines, excise taxes, penalties and
amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated or found unenforceable, or by any other applicable law.

     SECTION 6.7 - INSURANCE. The corporation may maintain insurance, at its
expense, to protect itself and on behalf of any director, officer, employee or
agent of the corporation or individual serving at the request of the corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Ohio General corporation laws.

                                   ARTICLE VII

                       SECURITIES HELD BY THE CORPORATION

     SECTION 7.1 - TRANSFER OF SECURITIES OWNED BY THE CORPORATION. All
endorsements, assignments, transfers, stock powers, share powers or other
instruments of transfer of securities standing in the name of the corporation
shall be executed for and in the

                                      - 8 -


name of the corporation by the president, a vice president, the secretary or (he
treasurer or any other person or persons as may be thereunto authorized by the
Board of Directors.

     SECTION 7.2 - VOTING SECURITIES HELD BY THE CORPORATION. The chairman of
the board, if any, president, any vice president, secretary or treasurer, in
person or by another person thereunto authorized by the Board of Directors, in
person or by proxy or proxies appointed by him or her, shall have full power and
authority on behalf of the corporation to vote, act and consent with respect to
any securities issued by other corporations which the corporation may own.

                                  ARTICLE VIII

                   CONSISTENCY WITH ARTICLES OF INCORPORATION

     If any provisions of these Regulations shall be inconsistent with the
corporation's Articles (and as they may be amended from time to time), the
Articles (as so amended at the time) shall govern.

                                   ARTICLE IX

                                   AMENDMENTS

     These Regulations may be amended, or new regulations may be enacted: (a) by
the affirmative vote of the holders of shares entitling them to exercise
seventy percent (70%) of the voting power of the corporation at any meeting
called for such purpose; or (b) without a meeting, by the written approval of
the holders of seventy percent (70%) of the voting shares of the corporation. In
the event of amendment or enactment of new regulations by such written consent,
the secretary of the corporation shall mail a copy of such amendment or new
regulations to each shareholder who did not participate in the approval thereof.

                                      - 9 -


                           AMERIPATH YOUNGSTOWN, INC.

                        AMENDMENTS TO CODE OF REGULATIONS

     The following provisions are applicable to and supplement the Sections
indicated and supercede anything to the contrary in the Code of Regulations:

SECTION 3.2 - NUMBER OF DIRECTORS. The number of directors shall be such number
as determined by the Board of Directors from a time to time within the limits
permitted under Section 1701.56 of the Ohio Revised Code.

SECTION 3.3 - ELECTION OF DIRECTORS. The first two sentences of Section 3.3 are
deleted and replaced with the following:

     No director is required to be a shareholder and no shareholder is required
to be a director.

SECTION 4.1- OFFICERS. All of Section 4.1 following the first sentence thereof
is deleted EXCEPT for the last sentence.

ARTICLE V - COMMITTEES. All of Article V is deleted EXCEPT for Section 5.4.

SECTION 6.3 is deleted.

SECTION 6.5 is deleted.

EX-3.55

                                                                    EXHIBIT 3.55

                            CERTIFICATE OF FORMATION
                                       OF
                                 AMERIPATH, LLC

     This Certificate of Formation of AmeriPath, LLC (the "Company") is being
executed and filed by the undersigned authorized person for the purpose of
forming a limited liability company under the Delaware Limited Liability Company
Act (6 Del. Code Section 18-101 ET SEQ.).

                                   ARTICLE ONE

     The name of the Company is AmeriPath, LLC.

                                   ARTICLE TWO

     The address of the registered office of the Company in the State of
Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 19805,
and the name and address of the Company's registered agent for service of
process in the State of Delaware is Corporation Service Company, 1013 Centre
Road, New Castle County, Wilmington, Delaware 19805.

                                  ARTICLE THREE

     This Certificate of Formation shall be effective 2.00 p.m. (Wilmington,
Delaware time) on August 30, 2000

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/28/2000
                                                          001434234 - 3280438



     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on August 25, 2000.

                                           AUTHORIZED PERSON

                                           /s/ Robert P. Wynn
                                           ---------------------------
                                           Name: Robert P. Wynn

                                        2

EX-3.56

                                                                    EXHIBIT 3.56

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 AMERIPATH, LLC
                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 AMERIPATH, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT") of AmeriPath, LLC
(the "COMPANY") is effective as of August 30, 2000.

          1.   FORMATION OF LIMITED LIABILITY COMPANY. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 Del. C Section 18-101, ET SEQ., as it may be
amended from time to time, and any successor to such statute (the "ACT"). The
rights and obligations of AmeriPath, Inc., a Delaware corporation (the
"Member"), and the administration and termination of the Company shall be
governed by the Agreement and the Act. The Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.

          2.   MEMBERS. AmeriPath, Inc., a Delaware corporation, is the sole
Member of the Company.

          3.   PURPOSE. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   NAME. The name of the Company shall be AMERIPATH, LLC.

          5.   REGISTERED AGENT AND PRINCIPAL OFFICE. The registered office and
registered agent of the Company in the State of Delaware shall be initially at,
Corporation Trust Company, 1013 Centre Road, Wilmington, Delaware 19805, and
shall thereafter be as the managers may designate from time to time. The Company
may have such other offices as the managers may designate from time to time. The
principal business and mailing address of the Company shall be c/o Corporation
Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          6.   TERM OF COMPANY. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   MANAGEMENT OF COMPANY.

          (a)  MANAGERS. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a President, one or more Vice Presidents, a Secretary and such other
officers of the Company as the managers may deem necessary or advisable to
manage the day-to-day business affairs of the Company. The



managers shall serve at the pleasure of the Member. The managers and officers
shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.

          (b)  NUMBER, QUALIFICATIONS AND TERMS. The Company shall have one
manager, but the authorized number of managers may be increased by manager
resolution. Managers need not be residents of the State of Delaware. Each
manager shall hold office for the full term for which such manager is elected,
which term shall be specified in the vote or resolution of the Member or, if not
so specified and in each case, until such manager's successor shall have been
duly elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.

          (c)  INITIAL MANAGER. The initial manager shall be Robert P. Wynn.

          (d)  PLACE OF MEETINGS. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.

          (e)  REGULAR MEETINGS OF MANAGERS. Regular meetings of the managers
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.

          (f)  SPECIAL MEETINGS OF MANAGERS. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.

          (g)  ATTENDANCE AT AND NOTICE OF MEETINGS. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  QUORUM OF AND ACTION BY MANAGERS. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.

          (i)  MANAGER ACTION WITHOUT A MEETING. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be

                                        2


taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by the manager of the Company and filed with the Secretary of
the Company.

          (j)  MANAGER TELEPHONE MEETINGS. Subject to the provisions required or
permitted by the Delaware Act for notice of meetings, unless otherwise
restricted by this Agreement, the managers may participate in and hold a meeting
of such managers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7(j) shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

          (k)  COMPENSATION OF MANAGERS. Managers shall not be entitled to
receive compensation for their services.

          (l)  REMOVAL, VACANCIES. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  LIABILITY OF MANAGERS. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Delaware Act as a result of the willful or grossly negligent
act or omission of the manager. If the laws of the State of Delaware are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of Delaware. Any repeal or modification of this Section 7(m) by the Member
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          8.   INDEMNIFICATION OF OFFICERS AND MANAGERS. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by Delaware law. The Company shall provide director and officer liability
insurance for each manager and officer of the Company to the extent deemed
appropriate by the Member or as otherwise required by any agreement to which the
Company is a party.

          9.   CAPITAL CONTRIBUTIONS. The Member shall contribute to the capital
of the Company $1,000.

          10.  DISSOLUTION AND WINDING UP. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

                                        3


          11.  AMENDMENTS. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          12.  GOVERNING LAW. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.

                            [SIGNATURE PAGE FOLLOWS]

                                        4


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.

                                           MEMBER

                                           AMERIPATH, INC.
                                           a Delaware corporation

                                           By: /s/ Robert P. Wynn
                                               ---------------------------------
                                           Name:  Robert P. Wynn
                                           Title: Vice President, Secretary and
                                                  Treasurer


                                           COMPANY

                                           AMERIPATH, LLC,
                                           a Delaware limited liability company

                                           By: AMERIPATH, INC.
                                               a Delaware corporation
                                               its sole member

                                                 By: /s/ Robert P. Wynn
                                                     ---------------------------
                                                     Name:  Robert P. Wynn
                                                     Title: Vice President,
                                                            Secretary and
                                                            Treasurer

EX-3.57

                                                                    EXHIBIT 3.57

[SEAL]

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                           AMERIPATH, WISCONSIN, INC.
                (F/K/A CONSULTANT PHYSICIANS IN PATHOLOGY, S.C.)

     The undersigned, being a natural person of the age of eighteen (18) years
or more, hereby executes the following Amended and Restated Articles of
Incorporation of AmeriPath, Wisconsin, Inc., a Wisconsin corporation organized
and existing under the Wisconsin Business Corporation Law, Chapter 180 of the
Wisconsin Statutes (the "Corporation").

[SEAL]

                                    ARTICLE I

     The name of the Corporation is Ameripath, Wisconsin, Inc.

                                   ARTICLE II

     The period of existence of the Corporation is perpetual.

                                   ARTICLE III

     The purpose of the Corporation shall be to engage in any lawful activity
within the purposes for which corporations may be organized under Chapter 180 of
the Wisconsin Statutes.

                                   ARTICLE IV

     The aggregate number of shares which the corporation shall have authority
to issue is forty thousand (40,000) consisting of one class only of common stock
with a par value of one dollar $1.00 per share.

                                    ARTICLE V

     The name and address of the registered agent of the Corporation are Sandy
Brigowatz, 130 Warren Street, P.O. Box 870, Beaver Dam, Wisconsin, 53916.

                                   ARTICLE VI

     The number of directors constituting the Board of Directors of the
Corporation shall be fixed by or in the manner provided by the Corporation's
by-laws.



                                   ARTICLE VII

     These Amended and Restated Articles of Incorporation shall supersede and
take the place of the Corporation's existing Articles of Incorporation and any
amendments thereto.

                                  ARTICLE VIII

     The effective date and time of these Amended and Restated Articles of
Incorporation is May 4, 1998 at 12:01 a.m.

Dated as of the 27th day of April, 1998.

                                           /s/ Erick F. Gonzalez
                                           -------------------------------------
                                           Erick F. Gonzalez, M.D., President

                                   Attest: /s/ Scott D. Pauley
                                           -------------------------------------
                                           Scott D. Pauley, M.D., Secretary

This instrument was drafted by
and is returnable to:

Matthew L. Storms, Esq.
MICHAEL BEST & FRIEDRICH LLP
One South Pinckney Street
Post Office Box 1806
Madison, WI 53701-1806
Telephone:  608/257-3501

EX-3.58

                                                                    EXHIBIT 3.58

                           AMENDED AND RESTATED BYLAWS

                                       OF

                           AMERIPATH, WISCONSIN, INC.
                            (A WISCONSIN CORPORATION)



                           AMENDED AND RESTATED BYLAWS

                                       OF
                           AMERIPATH, WISCONSIN, INC.
                            (A WISCONSIN CORPORATION)

                       Introduction - Variable References

0.01.     Date of annual shareholders' meeting (See Section 2.01):

               The first Saturday in May at 9:00 A.M.

0.02.     Required notice of shareholders' meeting (See Section 2.04): not less
          than 7 days.

0.03.     Authorized number of Directors (See Section 3.01): 3

0.04.     Required notice of Directors' meeting (See Section 3.05): not less
          than 3 days.


                                TABLE OF CONTENTS



                               ARTICLE I. OFFICES
                                                                                              
1.01   Principal and Business Offices........................................................        1
1.02   Registered Office.....................................................................        1

                            ARTICLE II. SHAREHOLDERS
2.01   Annual Meeting........................................................................        1
2.02   Special Meeting.......................................................................        1
2.03   Place of Meeting......................................................................        1
2.04   Notice of Meeting.....................................................................        2
2.05   Fixing of Record Date.................................................................        2
2.06   Voting Record.........................................................................        3
2.07   Quorum and Voting Requirements Postponements, Adjournments............................        3
2.08   Conduct of Meeting....................................................................        4
2.09   Proxies...............................................................................        4
2.10   Voting of Shares......................................................................        5
2.11   Voting of Shares by Certain Holders...................................................        6
2.12   Waiver of Notice by Shareholders......................................................        6
2.13   Unanimous Consent Without Meeting.....................................................        7

                         ARTICLE III. BOARD OF DIRECTORS
3.01   General Powers and Number.............................................................        7
3.02   Tenure and Qualifications.............................................................        7
3.03   Regular Meetings......................................................................        7
3.04   Special Meetings......................................................................        8
3.05   Notice; Waiver........................................................................        8
3.06   Quorum................................................................................        9
3.07   Manner of Acting......................................................................        9
3.08   Conduct of Meetings...................................................................        9
3.09   Vacancies.............................................................................        9
3.10   Compensation..........................................................................        9
3.11   Presumption of Assent.................................................................       10
3.12   Committees............................................................................       10
3.13   Unanimous Consent Without Meeting.....................................................       10
3.14   Meetings by Telephone or by Other Communication Technology............................       11

                               ARTICLE IV. OFFICERS
4.01   Number................................................................................       11
4.02   Election and Term of Office...........................................................       11
4.03   Removal...............................................................................       11
4.04   Vacancies.............................................................................       11
4.05   Chairman of the Board.................................................................       11
4.06   President.............................................................................       12
4.07   the Executive Vice President..........................................................       12
4.08   the Vice President....................................................................       12
4.09   the Secretary.........................................................................       12
4.10   the Treasurer.........................................................................       13
4.11   Assistant Secretaries and Assistant Treasurers........................................       13
4.12   Other Assistants and Acting Officers..................................................       13
4.13   Salaries..............................................................................       13




                  ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS:
                             SPECIAL CORPORATE ACTS

                                                                                              
5.01   Conflict of Interest Transactions.....................................................       14
5.02   Contract..............................................................................       14
5.03   Loans.................................................................................       14
5.04   Checks, Drafts, Etc...................................................................       14
5.05   Deposits..............................................................................       14
5.06   Voting of Securities Owned by This Corporation........................................       14

                          ARTICLE VI. CERTIFICATES FOR
                           SHARES AND THEIR TRANSFERS

6.01   Certificates for Shares...............................................................       15
6.02   Facsimile Signatures..................................................................       15
6.03   Signature by Former Officers..........................................................       15
6.04   Transfer of Shares....................................................................       15
6.05   Restrictions On Transfer..............................................................       16
6.06   Lost, Destroyed, or Stolen Certificates...............................................       16
6.07   Consideration for Shares..............................................................       16
6.08   Stock Regulations.....................................................................       16

                          ARTICLE VII. INDEMNIFICATION

7.01   Indemnification for Successful Defense................................................       17
7.02   Other Indemnification.................................................................       17
7.03   Allowance of Expenses.................................................................       17

                               ARTICLE VIII. SEAL

                             ARTICLE IX. AMENDMENTS
9.01   By Shareholders.......................................................................       18
9.02   By Directors..........................................................................       18
9.03   Implied Amendments....................................................................       18



                                       -4-


                               ARTICLE I. OFFICES

          1.01 PRINCIPAL AND BUSINESS OFFICES. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

          1.02 REGISTERED OFFICE. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the Corporation shall be identical to
registered office.

                            ARTICLE II. SHAREHOLDERS

          2.01 ANNUAL MEETING. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within 30 days before or after said date as may be fixed by
or under the authority of the Board of Directors, for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
Stare of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof the Board of Directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

          2.02 SPECIAL MEETING. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Wisconsin Business
Corporation Law, may be called by the Chairman of the Board of Directors, the
President, the Board of Directors, or the holders of at least ten percent of all
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting who sign, date and deliver to the Corporation one or
more written demands for the meeting describing one or more purposes for which
it is to be held. The record date for determining shareholders entitled to
demand a special meeting shall be the date that the first shareholder signs the
demand. if duly called, the Corporation shall communicate notice of a special
meeting as set forth in Section 3.04.

          2.03 PLACE OF MEETING. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for
any annual meeting or for any special meeting. If no designation is made, the
place of meeting shall be the principal business office of the Corporation in
the State of Wisconsin or such other suitable place in the county of such
principal office as may be designated by the person calling such meeting, but
any meeting may be adjourned to reconvene at any place designated by vote of a
majority of the shares represented thereat.

                                       -1-


          2.04 NOTICE OF MEETING. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published or by radio, television or other form
of public broadcast communication. Such notice stating the place, day and hour
of the meeting and, in case of a special meeting, a description of each purpose
for which the meeting is called, shall be communicated or sent not less than the
number of days set forth in section 0.02 (unless a longer period is required by
the Wisconsin Business Corporation, Law or the Articles of Incorporation) nor
more than 60 days before the date of the meeting, by or at the direction of the
Chairman of the Board, the Secretary, or other Officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. Written
notice is effective at the earliest of the following:

       (i)  when received;

      (ii)  on deposit in the U.S. mail, if mailed postpaid and correctly
            addressed; or

     (iii)  on the date shown on the return receipt, if sent by registered or
            certified mail, return receipt requested and the receipt is signed
            by or on behalf of the addressee.

Written notice to a shareholder shall be deemed correctly Addressed if it is
addressed to the shareholder's address shown in the Corporation's current record
of shareholders. Oral notice is effective when communicated and the Corporation
shall maintain a record setting forth the date, time, manner and recipient of
the notice.

          2.05 FIXING OF RECORD DATE. A "shareholder" of the Corporation shall
mean the person in whose name shares are registered in the stock, transfer books
of the Corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee certificate on file with the Corporation. Such nominee
certificates, if any, shall be reflected in the stock transfer books of the
Corporation. For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, the Board
of Directors shall fix a future date not less than ten days and not more than 70
days prior to the date of any meeting of shareholders for the determination of
the shareholders entitled to notice of, or to vote at, such meeting. If no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, the close of business on the day before
the notice of the meeting is mailed shall be the record date for such
determination of shareholders. The Board of Directors also may fix a future date
as the record date for the purpose of determining shareholders entitled to take
any other action or determining shareholders for any other purpose, which record
date shall not be more than 70 days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall be applied
to any

                                       -2-


adjournment thereof unless the Board of Directors fixes a new record date, which
it shall do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting. The record date for determining
shareholders entitled to a distribution or a share dividend shall be the date on
which the Board of Directors authorizes the distribution or share dividend, as
the case may be, unless the Board of Directors fixes a different record date.

          2.06 VOTING RECORD. The Officer or agent having charge of the stock
transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each. The Corporation shall make the shareholders' list available
for inspection by any shareholder beginning two business days after the notice
of meeting is given for which the list was prepared and continuing to the date
of the meeting, at the Corporation's principal office. Such record also shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting for
the purposes of the meeting. A shareholder or his or her agent or attorney may,
on written demand, inspect and copy the list subject to the requirements set
forth in Sections 180.1602 and 180.0720 of the Wisconsin Business Corporation
Law. The original stock transfer books shall be prima facie evidence as to who
are the shareholders entitled to examine such record or transfer books or to
vote at any meeting of shareholders. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such meeting.

          2.07 QUORUM AND VOTING REQUIREMENTS; POSTPONEMENTS; ADJOURNMENTS.
Shares entitled to vote as a separate voting group as defined in the Wisconsin
Business Corporation Law may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the Articles
of Incorporation or the Wisconsin Business Corporation Law provides otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that voting group for action on that matter.

          Once a share is represented for any purpose at a meeting, other than
for the purpose of objecting to holding the meeting or transacting business at
the meeting. it is considered present for purposes of determining whether a
quorum exists for the remainder of the meeting and for any adjournment of that
meeting unless a new record data is or must be set for that adjourned meeting.

          If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Wisconsin Business Corporation Law requires a
greater number of affirmative votes. Unless otherwise provided in the Articles
of Incorporation of the Corporation, directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present. "Plurality" means that the

                                       -3-


individuals with the largest number of votes are elected as directors up to the
maximum number of directors to be chosen at the election.

          "Voting group" means any of the following:

               (i)  All shares of one or more classes or series that under the
     Articles of incorporation or the Wisconsin Business Corporation Law are
     entitled to vote and be counted together collectively on a matter at a
     meeting of shareholders.

               (ii) All shares that under the Articles of Incorporation or the
     Wisconsin Business Corporation Law are entitled to vote generally on a
     matter.

          The Board of Directors acting by resolution may postpone reschedule
any previously scheduled meeting, provided, however that a special meeting
called by at least 10% of the shareholders may not be postponed beyond the 30th
day following the originally scheduled meeting. Any meeting may be adjourned
from time to time, whether or not there is a quorum:

               (i)  at any time, upon a resolution of shareholders if the votes
                    cast in favor or such resolution by the holders of shares of
                    each voting group entitled to vote on any matter theretofore
                    properly brought before the meeting exceed the number of
                    votes cast against such resolution by the holders of shares
                    of each such voting group; or

               (ii) at any time prior to the transaction of any business at a
                    meeting which was not called by at least 10% of the
                    shareholders, by the Chairman of the Board or pursuant to a
                    resolution of the Board of Directors.

No notice of the time and place of adjourned meetings need be given except as
required, by the Wisconsin Business Corporation Law. At any adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.

          2.08 CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or in the President's absence, the Executive
Vice President (if one is designated), or in the Executive Vice President's
absence, a Vice President in the order provided under section 4.08, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding Officer may
appoint any other person to act as Secretary of the meeting.

          2.09 PROXIES. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy. A shareholder may

                                       -4-


appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by his or her attorney-in-fact. Such
proxy appointment is effective when received by the Secretary of the Corporation
before or at the time of the meeting. Unless otherwise provided in the
appointment form of proxy, a proxy appointment may be revoked at any time before
it is voted, either by written notice filed with the Secretary or the acting
Secretary of the meeting or by oral notice given by the shareholder to the
presiding Officer during the meeting. The presence of a shareholder who has
filed his or her proxy appointment shall not of itself constitute a revocation.
no proxy appointment shall be valid after eleven months from the date of its
execution, unless otherwise provided in the appointment form of proxy. In
addition to the presumptions set forth in Section 2.11 below, the Board of
Directors shall have the power and authority tO make rules establishing
presumptions as to the validity and sufficiency of proxy appointments.

          2.10 VOTING OF SHARES. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any voting group or groups
are enlarged, limited or denied by the Articles of Incorporation.

          2.11 VOTING OF SHARES BY CERTAIN HOLDERS.

               (a)  OTHER CORPORATIONS. Shares standing in the name of another
     corporation may be voted either in person or by proxy, by the president of
     such corporation or any other officer appointed by such president. An
     appointment form of proxy executed by any principal officer of such other
     corporation or assistant thereto shall be conclusive evidence of the
     signer's authority to act, in the absence of express notice to this
     Corporation, given in writing to the Secretary of this Corporation, or the
     designation of some other person by the board of directors or by the
     by-laws of such other corporation.

               (b)  LEGAL REPRESENTATIVES AND FIDUCIARIES. Shares held by an
     administrator, executor, guardian, conservator, trustee in bankruptcy,
     receiver or assignee for creditors may be voted by him either in person or
     by proxy, without a transfer of such shares into his or her name, provided
     there is filed with the Secretary before or at the time of meeting proper
     evidence of his or her incumbency and the number of shares held by him or
     her. Shares standing in the name of a fiduciary may be voted by him or her,
     either in person or by proxy. An appointment form of proxy executed by a
     fiduciary shall be conclusive evidence of the signer's authority to act, in
     the absence of express notice to this Corporation, given in writing to the
     Secretary of this Corporation, that such manner of voting is expressly
     prohibited or otherwise directed by the document creating the fiduciary
     relationship.

               (c)  PLEDGEES. A shareholder whose shares are pledged shall be
     entitled to vote such shares until the shares have been transferred into
     the name of the pledgee, and thereafter the pledgee shall be entitled to
     vote the shares so transferred;

                                       -5-


     provided, however, a pledgee shall be entitled to vote shares held of
     record by the pledgor if the Corporation receives acceptable evidence of
     the pledgee's authority to sign.

               (d)  TREASURY STOCK AND SUBSIDIARIES. Neither treasury shares,
     nor shares held by another corporation if a majority of the shares entitled
     to vote for the election of directors of such other corporation is held by
     this Corporation, shall be voted at any meeting or counted in determining
     the total number of outstanding shares entitled to vote, but shares of its
     own issue held by this Corporation in a fiduciary capacity, or held by such
     other corporation in a fiduciary capacity, may be voted and shall be
     counted in determining the total number of outstanding shares entitled to
     vote.

               (e)  MINORS. Shares held by a minor may be voted by such minor in
     person or by proxy and no such vote shall be subject to disaffirmance or
     avoidance, unless prior to such vote the Secretary of the Corporation has
     received written notice or has actual knowledge that such shareholder is a
     minor. Shares held by a minor may be voted by a personal representative,
     administrator, executor, guardian or conservator representing the minor if
     evidence of such fiduciary status is presented and acceptable to the
     Corporation.

               (f)  INCOMPETENTS AND SPENDTHRIFTS. Shares held by an incompetent
     or spendthrift may be voted by such incompetent or spendthrift in person or
     by proxy and no such vote shall be subject to disaffirmance or avoidance,
     unless prior to such vote the Secretary of the Corporation has actual
     knowledge that such shareholder has been adjudicated an incompetent or
     spendthrift or actual knowledge of filing of judicial proceedings for
     appointment of a guardian. Shares held by an incompetent or spendthrift may
     be voted by a personal representative, administrator, executor, guardian or
     conservator representing the minor if evidence of such fiduciary status is
     presented and acceptable to the Corporation.

               (g)  JOINT TENANTS. Shares registered in the names of two or more
     Individuals who are named in the registration as joint tenants may be voted
     in person or by proxy signed by any one or more of such individuals if
     either (i) no other such individual or his or her legal representative is
     present and claims the right to participate in the voting of such shares or
     prior to the vote files with the Secretary of the Corporation a contrary
     written voting authorization or direction or written denial or authority of
     the individual present or signing the appointment form of proxy proposed to
     be voted or (ii) all such other individuals are deceased and the Secretary
     of the Corporation has no actual knowledge that the survivor has been
     adjudicated not to be the successor to the interests of those deceased.

          2.12 WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice whatever is
required to be given to any shareholder of the Corporation under the Articles of
Incorporation or By-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall

                                       -6-


be deemed equivalent to the giving of such notice and the Corporation shall
include copies of such waivers in its corporate records; provided that such
waiver in respect to any matter of which notice is required under any provision
of the Wisconsin Business Corporation Law, shall contain the same information as
would have been required to be included in such notice, except the time and
place of meeting. A shareholder's attendance at a meeting, in person or by
proxy, waives objection to the following:

          (i)  lack of notice or defective notice of the meeting unless the
               shareholder at the beginning of the meeting or promptly upon
               arrival objects to holding the meeting or transacting business at
               the meeting; and

          (ii) consideration of a particular matter at the meeting that is not
               within the purpose described in the meeting notice, unless the
               shareholder objects to considering the matter when it is
               presented.

          2.13 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or By-laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

          3.01 GENERAL POWERS AND NUMBER. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation managed under the direction of, the Board of Directors, subject to
any limitation set forth in the Articles of incorporation. The number of
Directors of the Corporation shall be as provided in Section 0.03. The number of
Directors may be increased or decreased from time to time by amendment to this
section adopted by the shareholders or the Board of Directors but no decrease
shall have the effect of shortening the term of an incumbent director.

          3.02 TENURE AND QUALIFICATIONS. Each Director shall hold office until
the next annual meeting of shareholders and until his or her successor shall
have been elected, or until his or her prior death, resignation or removal. A
Director may be removed from office by the shareholders if, at a meeting of
shareholders called for that purpose, the number of votes cast to remove the
Director exceeds the number of votes cast not to remove him or her; provided,
however, if a Director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director. A Director may resign at any time by filing his or her written
resignation with the Secretary of the Corporation. Directors need not be
residents of the State of Wisconsin or shareholders of the Corporation.

          3.03 REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this by-law

                                       -7-


immediately after the annual meeting of shareholders, and each adjourned session
thereof. The place of such regular meeting shall be the same as the place of the
meeting of shareholders which precedes it, or such other suitable place as may
be announced at such meeting of shareholders. The Board of Director may provide,
by resolution, the time and place, either within or without the State of
Wisconsin, for the holding of additional regular meetings without other notice
than such resolution.

          3.04 SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman, Secretary or any two Directors.
The Chairman, Secretary or Directors calling any Special meeting of the Board of
Directors may fix any place, either within or without the State of Wisconsin, as
the place for holding any special meeting of the Board of Directorys called by
them, and if no other place is fixed, the place of meeting shall be the
principal business office of the Corporation in the state of Wisconsin.

          3.05 NOTICE; WAIVER. Notice may be communicated in person, by
telephone, telegraph, teletype, facsimile or other form of wire or wireless
communication, or by mail or private carrier, and, if these forms of personal
notice are impracticable, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television or other form
of public broadcast communication. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
communicated to each Director at his or her business address or telephone number
or at such other address or telephone number as such Director shall have
designated is writing filed with the Secretary, in each case not less than that
number of hours prior thereto as set forth, in Section 0.04. Written notice is
effective at the earliest of the following:

          (i)  when received;

         (ii)  on deposit in the U.S. Mail, if mailed postpaid and correctly
               addressed, or

        (iii)  On the date shown on the return receipt, if sent by registered
               or certified mail, return receipt and the receipt is signed by or
               on behalf of the addressee.

Oral notice is effective when communicated and the Corporation shall maintain a
record setting forth the date, time, manner and recipient of the notice.

          Whenever any notice whatsoever is required to be given to any Director
of the Corporation under the Articles of Incorporation or By-laws or any
provision of law, a waiver thereof in writing or signed at any time, whether
before or after the time of meeting, by the Director entitled to such notice
shall be deemed equivalent to the giving of such notice, and the Corporation
shall retain copies of such waivers in its corporate records. A Director's
attendance at or participation in a meeting waives any required notice to him or
her of the meeting unless the Director at the beginning of the meeting or
promptly upon his or her

                                       -8-


arrival objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assert to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

          3.06 QUORUM. Except as otherwise provided by the Wisconsin Business
Corporation Law or by the Articles of Incorporation or the By-laws, a majority
of the number of Directors as provided in Section 0.03 shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but a
majority of the Directors present or participating (though lees than such
quorum) may adjourn the meeting from time to time without further notice.

          3.07 MANNER OF ACTING. If a quorum is present or participating when a
vote is taken, the affirmative vote of a majority of Directors present or
participating is the act of the Board of Directors or a committee of the Board
of Directors, unless the Wisconsin Business Corporation Law or the Articles of
Incorporation or the By-laws require the vote of a greater number of Directors.

          3.08 CONDUCT OF MEETINGS. The Chairman of the Board, or in the
Chairman's absence, the President, or in the President's absence, the Executive
Vice President (if one be designated), or in the Executive Vice President's
absence, a Vice President in the order provided under Section 4.08, and in their
absence, any Director choosen by the Directors present, shall call meetings of
the Board of Directors to order and shall act as chairman of the meeting. The
Secretary of the Corporation shall act as Secretary of all meetings of the Board
of Directors, but in the absence of the Secretary, the presiding Officer may
appoint any Assistant Secretary or any Director or other person present to act
as Secretary of the meeting.

          3.09 VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of Directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the Directors then in office, though less than a quorum of the Board
of Directors or by the shareholders; provided, that in case of a vacancy created
by the removal of a Director by vote of the shareholders, the shareholders shall
have the right to fill such vacancy at the same meeting or any adjournment
thereof.

          3.10 COMPENSATION. The Board of Directors, by affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members may establish reasonable compensation of all
Directors for services to the Corporation as Directors, Officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits of payments, to Directors, Officers and employees
and to their estates, families, dependents or beneficiaries on account of
prior services rendered by such Directors, Officers and employees to the
Corporation.

                                       -9-


          3.11 PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at or participate in a meeting of the Board of Directors or a committee
thereof of which he of she is a member, at which action on any corporate matter
is taken, shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting or unless he or she
shall file his or her written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

          3.12 COMMITTEES. The Board of Directors, by resolution adopted by the
affirmative vote of a majority of the number of Directors as provided in Section
0.03, may designate one or more committees, each committee to consist of two or
more Directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except that a committee may not do any of the following: (i) authorize
distributions; (ii) approve or propose to shareholders action that the Wisconsin
Business Corporation Law requires be approved by shareholders; (iii) fill
vacancies on the Board of Directors or on any of its committees, unless the
Board of Directors provides by resolution that any vacancies on a committee
shall be filled by the affirmative vote of a majority of the remaining committee
members; (iv) amend the Articles of Incorporation under section 180.1002 of the
Wisconsin Business Corporation Law; (v) adopt, amend or repeal the By-laws; (vi)
approve a plan of merger not requiring shareholder approval; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the board of Directors; or (viii) authorize or approve the
issuance or sale or contract for sale of shares, or determine the designation
and relative rights, preferences and limitations of a class or series of shares,
except that the Board of directors may authorize a committee or a senior
executive officer of the Corporation to do so within limits prescribed by the
Board of Directors. The Board of Directors may elect one or more of its members
as alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.

          3.13 UNANIMOUS CONSENT WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or the By-laws or any provision of
law to be taken by the Board of Directors at a meeting or by resolution may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors then in office.

                                      -10-


          3.14 MEETINGS BY TELEPHONE OR BY OTHER COMMUNICATION TECHNOLOGY.
Meetings of the Board of Directors or Committee may be conducted by telephone or
by other communication technology in accordance Section 180.0820 of the
Wisconsin Business Corporation Law (or any successor statutory provision).

                               ARTICLE IV OFFICERS

          4.01 NUMBER. The principal officers of the Corporation shall be a
Chairman, a President, the number of Vice Presidents as may be determined by the
Board of Directors, a secretary, and a Treasurer, each of whom the Board of
Directors shall from time to time determine. Such other Officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. The Board of Directors may authorize a duly appointed Officer to
appoint one or more officers or Assistant Officers. The same natural person may
simultaneously hold more than one office in the Corporation.

          4.02 ELECTION AND TERM OF OFFICE. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his or her successor shall have been
duly elected or until his or her prior death, resignation or removal.

          4.03 REMOVAL. Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

          4.04 VACANCIES. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

          4.05 CHAIRMAN OF THE BOARD. The Chairman shall be the chief executive
officer of the Corporation and, subject to the control of the Board of Directors
shall in general supervise and control all of the business and affairs of the
Corporation. He or she shall, when present, preside at all meetings of the
shareholders and of the Board of Directors. The Chairman shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the corporation as he or she shall deem necessary
to prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
Chairman. The Chairman shall have authority to sign, execute and acknowledge, on
behalf of the Corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of Directors and, except as
otherwise provided by law or the Board of Directors, the Chairman may

                                      -11-


authorize the President or any Vice President or other officer or agent of the
Corporation to sign, execute and acknowledge such documents or instruments in
his or her place and stead. In general, the Chairman shall perform all duties
incident to the office of chief executive officer and such other duties as may
be prescribed by the Board of Directors from time to time.

          4.O6 PRESIDENT. The President shall be the chief operating officer of
the Corporation and, subject to the control of the Chairman, shall supervise and
control the operations of the Corporation. He or she shall, in the absence of
the Chairman, preside at all meetings of the shareholders and of The Board of
Directors. He or she shall have authority to sign, execute and acknowledge, on
behalf of the Corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he or she may authorize
any Vice president or other officer or agent of the Corporation to sign, execute
and acknowledge such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the office of chief
operating officer and such other duties as may be prescribed by the Board of
Directors or Chairman from time to time.

          4.07 THE EXECUTIVE VICE PRESIDENT. The Executive Vice president, if
one be designated, shall assist the or President in the discharge of
supervisory, managerial and executive duties and functions. In the absence of
the president or in the event of his or her death, inability or refusal to act,
the Executive Vice President shall perform the duties of the President and when
so acting shall have all the powers and duties of the President. He or she shall
perform such other duties as from time to time may be assigned to him or her by
the Board of Directors the Chairman or the President.

          4.08 THE VICE PRESIDENTS. In the absence of the Chairman, President
and the Executive Vice President or in the event of their death, inability or
refusal to act, or in the event for any reason it shall be impracticable for
them to act personally, the Vice President (or in the event there be more than
one Vice President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the Corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him or her by the Chairman, the President, the Executive Vice
President or by the Board of Directors. The execution of any instrument of the
Corporation by any Vice President shall be conclusive evidence, as to third
parties, of his or her authority to act in the stead of the Chairman or the
President.

          4.09 THE SECRETARY. The Secretary shall: (i) keep the minutes of the
meetings of the shareholders and of the Board of

                                      -12-


Directors in one or more books provided for that purpose; (ii) see that all
notice are duly given in accordance with the provisions of the By-laws or as
required by law; (iii) be custodian of the corporate records; (iv) keep or
arrange for the keeping of a register of the postoffice address of each
shareholder which shall be furnished to the Secretary by such shareholder; (v)
have general charge of the stock transfer books of the Corporation; and (vi) in
general, perform all duties incident to the office of Secretary and have such
other duties and exercise such authority as from time to time may be delegated
or assigned to him or her by the President or by the Board of Directors.

          4.10 THE TREASURER. The Treasurer shall: (i) have charge and custody
of and be responsible for all funds and securities of the Corporation; (ii)
receive and give receipts for monies due and payable to the Corporation from any
source whatsoever, and deposit all such monies in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Section 5.05 there hereof; and (iii) in
general, perform all of the duties incident to the office of Treasurer and have
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him or her by the chairman, the President or by the
Board of Directors. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

          4.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. There shell be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Treasurers shall, if
required by the Board of Directors, give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant secretaries and Assistant Treasurers in general, shall
perform such duties and have such authority as shall from time co time be
delegated or assigned to them by the Secretary or the Treasurer, respectively,
or by the President or the Board of Directors.

          4.12 OTHER ASSISTANTS AND ACTING OFFICERS. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the Corporation in his or her stead, or to perform the duties of
such Officer whenever for any reason it is impracticable for such Officer to act
personally and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he or her is so appointed to be assistant, or as to which he or
her is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.

          4.13 SALARIES. The salaries of the principal Officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he or she is also a Director of the Corporation.

                                      -13-


                  ARTICLE V. CONFLICT OF INTEREST TRANSACTIONS,
                      CONTRACTS LOANS, CHECKS AND DEPOSITS:
                             SPECIAL CORPORATE ACTS

          5.01 CONFLICT OF INTEREST TRANSACTIONS. A "conflict Of interest
"transaction" means a transaction with the Corporation in which a Director of
the Corporation has a direct or indirect interest. The circumstances in which a
Director of the Corporation has an indirect interest in a transaction Include
but are not limited to a transaction under any of this following circumstances:
(i) another entity in which the Director has a material financial internet or in
which the Director is a, general partner is a party to the transaction, or (ii)
another entity of which the Director is a, director, officer or trustee is a
party to the transaction and the transaction is or, because of its significance
to the corporation should be, considered by the Board of Directors of the
Corporation. A conflict of interest transaction is not voidable by the
Corporation solely because of the Director's interest in the transaction if any
of the circumstances set forth in section 180.0831 of the Wisconsin Business
Corporation Law (or any successor statutory provision) are true or occur.

          5.02 CONTRACTS. The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to instances.

          5.03 LOANS. Indebtedness for borrowed money shall be no contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

          5.04 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such Officer or officers, agent or agents a
of the Corporation and in such manner as shall from time to time be determined
by or under the authority of a resolution of the Board of Directors.

          5.05 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as may be selected by or under the
authority of a resolution of the Board of Director.

          5.06 VOTING OF SECURITIES OWNED BY THIS CORPORATION. Subject always to
the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting or security holders of such other
corporation by the Chairman of this Corporation if he or she be present, or in
the chairman's absence, by the President, or in the President's absence, by
the Executive Vice President (if one be designated), or in the executive Vice
President's absence, by any Vice President of this Corporation who may be
present, and (ii) whenever, in

                                      -14-


the judgment of the chairman, or in the Chairmen's absence, of the President,
or in the President's absence, of the Executive Vice President, or, in the
Executive Vice President's absence, of any Vice President, it is desirable for
this corporation to execute an appointment of proxy or written consent in
respect to any shares or other securities issued by any other corporation and
owned by this corporation such proxy appointment or consent shall be executed in
the name of this corporation, by the Chairman, the President, the Executive Vice
President, or one of the Vice Presidents of Corporation in the order as provided
in clause (i) of this Section, without necessity of any authorization by the
Board of Directors or counter signature or attestation by another officer. Any
person or persons designated in the manner above stated as the proxy or proxies
of this Corporation shall have full right, power and authority to vote the
shares or other securities issued by such other corporation and owned by this
Corporation the same as such shares or other securities might be voted by this
Corporation.

                          ARTICLE VI. CERTIFICATES FOR
                            SHARES AND THEIR TRANSFER

          6.01 CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the Chairman or
by another Officer designated by the Chairman or the Board of Directors. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued. With the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section. 6.06 hereof.

          6.02 FACSIMILE SIGNATURES. The signature of the Chairman or other
authorized Officer upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent, or a registrar, other than the
Corporation itself or an employee of the Corporation.

          6.03 SIGNATURE BY FORMER OFFICERS. In case any Officer, who has signed
or whose facsimile signature has been placed upon, any certificate for shares,
shall have ceased to be such Officer before such certificate is issued, it may
be issued by the Corporation with the same Effect as if he or she were such
Officer at the date of its issue.

          6.04 TRANSFER OF SHARES. Prior to due presentment of a certificate for
shares for registration of transfer, the Corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise, all the rights and powers of
an owner. Where a certificate for shares is presented to the Corporation with a
request to register for transfer, the Corporation shall not be liable to the
owner or any other

                                      -15-


person suffering loss as a result of such registration of transfer if (i) there
were on or with the certificate the necessary endorsements and (ii) the
corporation had no duty to inquire into adverse claims or has discharged any
such duty. The Corporation, may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed by or under the authority of the Board of
Directors.

          6.05 RESTRICTIONS ON TRANSFER. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.

          6.06 LOST, DESTROYED OR STOLEN CERTIFICATES. Where the owner claims
that his or her certificate for shares has been lost, destroyed or wrongfully
taken, a. new certificate shall be issued in place thereof if the owner (i) so
requests before the corporation has notice that such shares have been acquired
by a bona fide purchaser, and (ii) files with the Corporation a sufficient
indemnity bond, and (iii) satisfies such other reasonable requirements as may be
prescribed by or under the authority of the Board of Directors.

          6.07 CONSIDERATION FOR SHARES. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
received for shares may consist of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, service performed,
contracts for services to be performed or other services of the corporation.
When the Corporation receives the consideration for which the Board of Directors
authorized the issuance of shares, the shares issued for that consideration are
fully paid and nonassessable, except as provided by Section 180.O622 of the
Wisconsin Business Corporation Law (or any successor statutory provision) which
may require further assessment for unpaid wages to employees under certain
circumstances. The Corporation may place in escrow shares issued for a contract
for future services or benefits or a promissory note, or make other arrangements
to restrict the transfer of the shares, and may credit distributions in respect
of the shares against their purchase price, until the services are performed,
the benefits are received or the note 13 paid. If the services are not
performed, the benefits are not received or the note is not paid, the
Corporation may cancel, in whale or in part, the shares escrowed or restricted
and the distributions credited.

          6.08 STOCK REGULATIONS. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the state of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation.

                                      -16-


                          ARTICLE VII. INDEMNIFICATION

          7.01 INDEMNIFICATION FOR SUCCESSFUL DEFENSE. As required by the
Wisconsin Business Corporation Law, the Corporation shall indemnify a Director,
Officer or Employee to the extent he or she has been successful on the merits or
otherwise in the defense of a proceeding, for all reasonable expenses incurred
in the proceeding if the Director, Officer or Employee was a party because he or
she is a Director, Officer or Employee of the Corporation.

          7.02 OTHER INDEMNIFICATION. In cases not included under section 7.01
hereof, and as provided by Section 180.0851(2) of the Wisconsin Business
Corporation Law (or any successor statutory provision), the Corporation shall
indemnify a Director or Officer against liability incurred by the Director or
officer in a proceeding to which the Director or Officer was, a party because he
or she is a Director or officer of the Corporation, unless liability was
incurred because the Director or Officer breached or failed to perform a duty
that he or she owes to the corporation and the breach or failure to perform
constitutes any of the following:

               (i) A wilful failure to deal fairly with the Corporation or its
          shareholders in connection with a matter in which the Director or
          Officer has a material, conflict or interest;

               (ii) A violation of the criminal law, unless the Director or
          Officer has reasonable cause to believe that his or her conduct was
          lawful or no reasonable cause to believe that his or her conduct was
          unlawful;

               (iii) A transaction from which the Director or Officer derived an
          improper personal profit; or

               (iv) Wilful misconduct.

          7.03 ALLOWANCE OF EXPENSES. Within ten days after receipt of a written
request by a Director or Officer who is a party to a proceeding, the Corporation
shall pay or reimburse his or her reasonable expenses as incurred if the
Director or Officer provides the Corporation with all of the following:

               (i) A written affirmation of his or her good faith belief that he
          or she has not breached or failed to perform his or her duties to the
          Corporation; and

               (ii) A written undertaking, executed personally or on his or her
          behalf, to repay the allowance (together with reasonable interest
          thereon) to the extent that it is ultimately determined under sections
          7.01 and 7.02 hereof and pursuant: to Section 180.0855 of the
          Wisconsin Business Cooperation Law (or any successor statutory
          provision) that indemnification is not required, will not be provided,
          or is not so ordered by a court Under Section 180.0854 of the
          Wisconsin Business Corporation Law (or any successor statutory
          provision). The undertaking under this subsection shall be an

                                      -17-


          unlimited general obligation of the Director or Officer, and may be
          accepted without: reference to his or her ability to repay the
          allowance. The undertaking may be secured or unsecured as determined
          by the Board of Directors.

                               ARTICLE VIII. SEAL

          There shall be no corporate seal.

                             ARTICLE IX. AMENDMENTS

          9.01 BY SHAREHOLDERS. The By-laws may be altered, amended or repealed
and new By-laws may be adopted by the shareholders by the affirmative vote
specified in Section 2.07 of these Bylaws.

          9.02 BY DIRECTORS. The Bylaws may also be altered, amended or repealed
and new Bylaws nay be adopted by the Board of Directors by affirmative vote of
a majority of the number of Directors present at any meeting at which A quorum
is in attendance.; but no By-law adopted by the shareholders shall be amended or
repealed by the Board of Directors if the By-law so adopted so provides.

          9.03 IMPLIED AMENDMENTS. Any Action taken or authorized by
shareholders or by the Board of Directors, which would be inconsistent with the
By-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of Directors required to amend the
By-laws, so that the By-laws would be consistent with such action, shall be
given the same effect as though the By-laws had been temporarily amended or
suspended so far, but only so far, as is necessary to permit the specific action
so taken or authorized.

                                      -18-

EX-3.59

                                                                    EXHIBIT 3.59

                                                                   FILED

                                                                 JAN 12 2001

                                                              OKLAHOMA SECRETARY
                                                                   OF STATE

                                     AMENDED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         ANATOMIC PATHOLOGY SERVICES, P.C.

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

     The undersigned corporation (this "corporation"), an Oklahoma corporation,
for the purpose of amending its Certificate of Incorporation pursuant to Section
1077 of the Oklahoma General Corporation Act (the "Act"), hereby certifies:

                                   ARTICLE ONE
                                      NAME

          The name of this Corporation is Anatomic Pathology Services, Inc.

                                   ARTICLE TWO
                           REGISTERED OFFICE AND AGENT

The address of its registered office in the State of Oklahoma is 2915 United
Founders Boulevard, is the City of Oklahoma City, County of Oklahoma, and the
name of its registered agent at such address is Corporation Service Company

                                  ARTICLE THREE
                          NATURE OF BUSINESS; PURPOSES

     The nature of the business and purposes to be conducted or promoted are:

     To engage in any lawful act or activity for which corporations may be
organized under the Oklahoma General Corporation Act, or any act amendatory
thereof, supplemental thereto or substituted therefore.

     To manufacture, purchase or otherwise acquire, invest in own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of trade deal in and deal
with goods, wares and merchandise and personal property of every class and
description.

     To acquire and pay for in cash, stock or bonds of this Corporation or
otherwise the goodwill, rights, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm or
associations or corporation.

     To acquire, hold use sell assign lease grant licenses in respect of
mortgage or otherwise dispose of letters patent of the Untied States or any
foreign country, patent rights,



licenses and privileges, inventions, improvements, and process copyrights
trademarks and trade names relating to or useful in connection with any business
of the Corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold own
guarantee sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other securities
obligations, choses in action and evidences of indebtedness or interest issued
or created by any corporations, syndicates, associations, firms, trusts or
persons, public or private, or by the government of the United States of
America, or by any foreign governmental, or by any state, territory, province,
municipality or other political subdivision or by any government agency, as
owner thereof to possess and exercise all the rights, powers and privileges or
ownership, including the right to execute consents and vote thereon, and to do
any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.

     To borrow or raise money for any of the purposes of the Corporation and
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
Indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the Corporation; whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the Corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire own, hold, improve, employ, use and otherwise deal
in and with real or personal property or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, any or all of the Corporation's properly and assets.
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the Oklahoma General Corporation Act, any other law of Oklahoma or this
Certificate of Incorporation together with any powers incidental thereto, so far
as such powers and privileges are necessary or convenient to conduct promotion
or attainment of the business or purposes of the Corporation.

     The business and purposes specified in the foregoing clauses shall not be,
expected where otherwise expressesed, limited or restricted by reference to or
inference from the terms of any other clause in this certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this Article Three shall be regarded as independent business and
purposes.

                                        2


                                  ARTICLE FOUR
                            AUTHORIZED CAPITAL STOCK

     This Corporation is authorized to issue only one (1) class of shares of
capital stock to be designated "Common Stock". The total number of share of
Common stock which this Corporation shall have authority to issue and the par
value of each share of Common Stock and the amount of the total authorized
Common Stock, are as follows:



Total Number                  Par Value of                     Total Authorized
 Of Shares                     Each Share                          Common Stock
                                                             
50,000                             $  1.00                         $   50,000.00


     The Board of Directors of the Corporation shall have full authority, to the
extent permitted by law, to increase, decrease or otherwise adjust the capital
stock of the Corporation, to designate the classes or series thereof and to
determine whether all or any part of such stock shall have voting powers, full
or limited, or not voting powers, and to determine such designations and such
powers, preferences, relative, participating optional, or other special rights
qualifications, limitations or restrictions thereof, as the Board of Directors
shall from time to time determine in duly adopted resolutions.

     At any time and from time to time when authorized by resolution of the
Board of Directors and without any action by its shareholders, the Corporation
may issue or sell any shares of its capital stock of any class or series,
whether out of the unissued shares thereof authorized by the Certificate of
Incorporation of the Corporation as originally filed or by amendment thereof or
out of shares of its capital stock acquired by it after the issue thereof, and
whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of capital stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its shareholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered form or such other form as the Board of Directors may determine, for
the purchase of shares of the capital stock of any class or series of the
Corporation within such period of time, or without limit as to time, to such
aggregate number of shares, as the Board of Directors may determine. Such
rights, warrants or options may be issued or granted separately or in connection
with the issue of any bonds, debentures, notes, obligations or other evidences
of indebtedness or shares of the capital stock of any class or series of the
Corporation and on such terms and conditions as the Board of Directors may
determine. In each case, the consideration to be received by the Corporation of
any such shares, rights, warrants, options, or other obligations or evidence of
indebtedness of the Corporation issued, granted or sold shall be such as shall
be fixed from time to time by resolution of the Board of Directors provided,
however, that no shares of capital stock of the Corporation shall be issued or
sold below par value, or if the shares do not have par value, not below their
stated value, as determined by the Board of Directors.

                                        3


                                  ARTICLE FIVE
                               NUMBER OF DIRECTORS

     The number of Directors of this Corporation shall be specified in the
Bylaws and such number may from time to time be increased or decreased under
the. Bylaws, or any amendment or change thereof. The number of Directors to be
elected at the first meeting of the Shareholders is one or more.

                                   ARTICLE SIX
                              ELECTION OF DIRECTORS

     Elections of directors need not be by written ballot, unless the Bylaws of
the Corporation shall so provide.

                                  ARTICLE SEVEN
                        POWERS OF THE BOARD OF DIRECTORS

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

     (a)  To adopt, amend or repeal the Bylaws of the Corporation.

     (b)  To authorize and cause to be executed or granted mortgages, security
interests and liens upon the real and personal property of the Corporation.

     (c)  To act apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     (d)  By a majority of the whole Board of Directors, to designate one or
more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one (1) or more directors
as alternate members of any committee who may replace any absent or disqualified
member at any meeting of the committee. Any such committee to the extent
provided in the resolution or in the Bylaws of the Corporation Shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal of the
Corporation to be affixed to all papers which may require it provided, however,
the Bylaws may provide that in the absence or disqualification of any member of
such committee or committees, the member of members thereof present at any
meeting and not disqualified from voting, whether or not he she or they may
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

     (e)  When and as authorized by the affirmative vote of the holders of the
majority of the stock issued and outstanding having voting power given at a
shareholders meeting duly called upon such notices as is required by law, or
when authorized by the written consent of the

                                        4


holders of a majority of the voting stock issued and outstanding, to sell, lease
or exchange substantially all of the property and assets of the Corporation,
including its goodwill and its corporate franchises, upon such terms and
conditions and for such consideration which may consist in whole or in part of
money or property including shares of stock in and/or other securities of, any
other corporation, as its Board of Directors shall deem expedient and for the
best interests of the Corporation.

                                  ARTICLE EIGHT
                               DIRECTOR LIABILITY

     No Director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty by such Director
as a Director, except for any matter in respect of which such Director shall be
liable under Section 1031 of the Oklahoma General Corporation Act or any
amendment thereto or successor provision thereof or shall be liable by reason
that, in addition to any and all other requirements for such liability, he or
she (i) shall have breached his or her duty of loyalty to the Corporation or its
stockholders, (ii) in acting or in failing to act, shall not have acted in good
faith or shall have acted in a manner involving intentional misconduct or a
knowing violation of law or (iii) under Section 1053 of the Oklahoma General
Corporation Act, shall have allowed an unlawful payment of a dividend or
unlawful stock purchase or redemption (iv) shall have derived an improper
personal benefit from the transaction in respect of which such breach of
fiduciary duty occurred. Neither the amendment nor repeal of this Article Nine
shall eliminate or reduce the effect of this Article Nine in respect of any
matter, occurring, or any cause of action, suit or claim that, but for this
Article Nine would accrue or arise, prior to such amendment or repeal. If the
Oklahoma General Corporation Act is amended after approval by the stockholders
of this Article Nine to authorize corporate action further eliminating or
limiting the personal liability of Directors, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Oklahoma General Corporation Act as so amended from time to
time.

                                  ARTICLE NINE
                           RELATED PARTY TRANSACTIONS

     To the extent permitted by law, no contract or transaction between the
Corporation and or one or more of its Directors or officers, or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Directors or officers arc present at or
participate in the meeting of the board or committee thereof which authorized
the contract or transaction, or solely because the Directors or officers or
their votes are counted for such purpose.

                                   ARTICLE TEN
                             INFORMAL REORGANIZATION

     Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between this Corporation and its
shareholders or any class of them any court of equitable jurisdiction within the
State of Oklahoma on the application in a

                                        5


summary way of the Corporation or of any creditor or shareholder thereof or on
the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 1106 of the Oklahoma General Corporation Act or
on the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 1100 of the
Oklahoma General Corporation Act, may order a meeting of the creditors or class
of creditors, and/or of the shareholders or class of shareholders of this
Corporation, as the case may be to be summoned in such manner as the court
directs. If a majority in number representing three-fourths (3/4) in value of
the creditors or class of creditors, and/or of the shareholders or class of
shareholders of the Corporation, as the case may be agree to any compromise
or arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the compromise or arrangement and the
reorganization, if sanctioned by the court to which the application has been
made, shall be binding on all the creditors or class of creditors, and/or on all
the shareholders or class of shareholders, of the Corporation, as the case may
be, and also on the Corporation.

                                 ARTICLE ELEVEN
                    AMENDMENT OF CERTIFICATE OF INCORPORATION

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereinafter prescribed by law and all rights conferred upon the shareholders
herein are granted subject to this reservation; provided however, that no
amendment to this Certificate of Incorporation shall be made which imposes
personal liability for the debts, actions or otherwise of the Corporation or its
shareholders without the consent of the holders of all of the capital stock of
the Corporation, whether or not they may be otherwise entitled to vote.

     This Amended Certificate of Incorporation was duly adopted in accordance
with Section 1077 of the Act after being proposed by the sole director and
adopted by the sole shareholder in the manner and by the vote prescribed in
Section 1077 of the Act.

     IN WITNESS WHEREOF, I have hereunto set my signature at Oklahoma City, OK
on this 5th day of January, 2001.


                                          /s/ Tommy L. Hewett
                                          --------------------------------
                                          Tommy L. Hewett, Chairman

                                        6


STATE OF OKLAHOMA   )
                    )
COUNTY OF OKLAHOMA  )

     Before me, the undersigned, a Notary Public, in and for said State on this
8th day of January, 2001. personally appeared Tommy L. Hewett. M.D., to me known
to be the identical person who executed the within and foregoing Certificate of
Incorporation, and acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set forth.

     Under my hand and official seal the day and year last above written.

MY COMMISSION EXPIRES:

        10-14-01                          [ILLEGIBLE]
                                          ---------------------------
(SEAL)                                    Notary Public

[ILLEGIBLE]

                                        7

EX-3.60

                                                                    EXHIBIT 3.60

                                     BYLAWS
                                       OF
                  ANATOMIC PATHOLOGY PROCESSING SERVICES, INC.

                    ARTICLE I. OFFICES AND REGISTERED AGENTS

     The principal business office of the Corporation in the State of Oklahoma
shall be located at: 2915 United Founders Blvd., Oklahoma City, Oklahoma 73112.
The Corporation may change such principal or registered offices and registered
agent, and may have such other offices or registered agents, either within or
without the State of Oklahoma, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.

                            ARTICLE II. SHAREHOLDERS

     SECTION 2.01. ANNUAL MEETINGS. The annual meeting of the Shareholders
commencing with the year 2000 shall be held on the first Monday in May, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Oklahoma, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the Shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Shareholders as soon thereafter as conveniently may
be held.

     SECTION 2.02. SPECIAL MEETINGS. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
Such request and the notice of the meeting issued pursuant thereto shall state
the purpose or purposes of the proposed meeting. Business transacted at a
special meeting shall be confined to the purposes stated in the notice.

     SECTION 2.03. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Oklahoma, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all Shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Oklahoma, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the Corporation in the State
of Oklahoma.

     SECTION 2.04. NOTICE OF MEETING. Written notice shall be delivered not less
than ten (10), nor more than sixty (60), days before the date of the meeting,
either



personally or by mail; provided, however, if the purpose of the meeting is to
vote on a merger, a consolidation, or the sale, lease or exchange of all, or
substantially all, of the Corporation's property and assets, written notice
shall be delivered at least twenty (20) days before the date of the meeting.
Such notice to each Shareholder of record entitled to vote at such meeting,
shall set forth the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, whether it is
being issued by or at the direction of the President, or the Secretary, or the
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the Shareholder at his address as it appears on the stock transfer books of
the Corporation, or if such Shareholder shall have filed with the Secretary a
written request that notices to him be mailed to such other address, then
directed to him at such address. If the date, hour and place of the new meeting
is announced at the original meeting, no written notice of the new meeting need
be given. However, if the Board of Directors shall fix a new record date for the
new meeting after the original meeting or the new meeting is more than thirty
(30) days after the original meeting, written notice of the date, hour and
place of the new meeting shall be given in conformity herewith.

     SECTION 2.05. CLOSING OF TRANSFER BOOKS. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or Shareholders entitled to receive payment of any dividend,
or in order to make a determination of Shareholders for any other proper
purpose, the Board of Directors of the Corporation may provide that the stock
transfer books be closed for a stated period, but not less than ten (10) days,
nor more than sixty (60) days, before the date of such meeting, nor more than
sixty (60) days prior to any other action. If the stock transfer books are not
closed for the determination of Shareholders entitled to notice of or to vote at
a meeting of Shareholders, or Shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
Shareholders. When a determination of Shareholders entitled to vote at any
meeting of Shareholders has been made, as provided in this Section 2.05, such
determination shall apply to any adjournment thereof, except when a transfer of
stock to a new holder has been entered on the transfer books of the Corporation
after the original meeting was adjourned and at least ten (10) days before the
date of such adjournment meeting.

     SECTION 2.06. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
Shareholders entitled to vote at each meeting of Shareholders, or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be prepared and made available
for inspection by any Shareholder, for any purpose germane to the meeting, at
least ten (10) days before each meeting of Shareholders, during ordinary
business hours, either at a place within the city where the meeting is to be
held, and which place shall be specified in the notice of the meeting, or, if
not specified, at the place where the meeting is to be held. The list shall be



produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any Shareholder during the entire meeting for the
purposes thereof.

     SECTION 2.07. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person of by proxy, shall
constitute a quorum at a meeting of the Shareholders; provided, however, when a
specified item of business is required to be voted on by a class or classes,
representatives of a majority of shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business. If
less than a majority of the outstanding shares are represented at a meeting, or
for any valid business reason at a meeting where a majority is present, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice, except as required by Section 2,04. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the departure of enough
Shareholders to leave less than a quorum.

     SECTION 2.08. PROXIES. At all meetings of Shareholders, a Shareholder may
vote in person, or by proxy executed in writing by Shareholder, or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before the business portion of the meeting. No proxy shall be valid
after three (3) years from the date of its execution, unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the Shareholder
executing it, except as otherwise provided by law, and shall be effective upon
written notice to the Secretary of the Corporation. Unless otherwise provided
therein, a proxy filed with the Secretary of the Corporation shall have the
effect of revoking all proxies of prior date.

     SECTION 2.09. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of Shareholders.

     SECTION 2.10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares outstanding in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by such trustee,
without a transfer of such shares into his name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver, without the transfer thereof into his name, if authority be contained
in an appropriate order of the court by which such receiver was appointed.



     A Shareholder whose shares are pledged shall be entitled to vote such
shares unless and until the shares have been transferred into the name of the
pledgee or, in the transfer by the pledgor on the books of the Corporation, he
has expressly empowered the pledgee to vote thereon, and thereafter the pledgee
shall be entitled to vote the shares so transferred.

     Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time.

     SECTION 2.11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by
law, any action required to be taken at a meeting of the Shareholders, or any
other action which may be taken at a meeting of the Shareholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
the outstanding shares entitled to vote with respect to the subject matter
thereof having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action by the Shareholders without a meeting, by less than unanimous
written consent, shall be given to those Shareholders who have not consented in
writing.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 3.01. GENERAL POWERS. Subject to limitations of the Certificate of
Incorporation, the Bylaws and the laws of the State of Oklahoma, as to any
action to be authorized or approved by the Shareholders, and subject to the
duties of the Directors as prescribed by the Bylaws all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed and conducted by, the Board of Directors. Without
prejudice to such general power, but subject to the same limitations, it is
hereby expressly declared that the Directors shall have the following powers; to
wit:

     First: To select and remove all officers, agents and employees of the
     Corporation, prescribe such powers and duties for them as may not be
     inconsistent with law, the Certificate of Incorporation or the Bylaws, and
     fix their compensation.

     Second: To designate any place within or without the State of Oklahoma for
     the holding of any Shareholders' meeting or meetings; and to adopt, make
     and use a corporate seal; and to prescribe the form of certificates of
     stock, and to alter the form of such seal and of such certificates form
     time to time, as in their judgment they may deem best, provided such seal
     and such certificates shall at all times comply with the provisions of law.

     Third: To authorize the issue of shares of stock of the Corporation from
     time to time, upon such terms as may be lawful, in consideration of money



     paid, labor done or services actually rendered debts or securities
     canceled, or tangible or intangible property actually received, or in the
     case of shares issued as a dividend, against amounts transferred from
     surplus to stated capital.

     Fourth: To borrow money and incur indebtedness for the purpose of the
     Corporation, and to cause to be executed and delivered therefor, in the
     corporate name, promissory notes, bonds, debentures, deeds of trust,
     mortgages, pledges, hypothecations or other evidences of debt and
     securities therefor.

     SECTION 3.02. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of
the Corporation shall be one or more. The initial Board of Directors shall
consist of four (4) Directors. Thereafter, within the limits above specified,
the number of Directors shall be fixed from time to time by resolution of the
Board of Directors or by the Shareholders at the annual or a special meeting of
Shareholders. A Director is not required to be a Shareholder of the Corporation.
Each Director shall hold office until the next meeting of Shareholders and until
his successor shall have been elected and qualified, or until his death,
resignation, or removal.

     SECTION 3.03. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice then this bylaw immediately after, and at the
same place as, the annual meeting of Shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.

     SECTION 3.04. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by, or at the request of, the President or a majority of the
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.

     SECTION 3.05. NOTICE. Notice of any special meeting shall be given at least
five (5) days previously thereto by written notice mailed to each Director at
his business address, or forty-eight (48) hours notice delivered personally or
by telephone or telegraph. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a wavier of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

     SECTION 3.06. QUORUM. A majority of the number of Directors fixed by
Section 3.02 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of



the Directors present may adjourn the meeting from time to time without further
notice. When the Board of Directors consists of one (1) Director, as authorized
by the Certificate of Incorporation and these Bylaws, then one (1) Director
shall constitute a quorum.

     SECTION 3.07. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting, at which a quorum is present at the inception of the
meeting, shall be the act of the Board of Directors.

     SECTION 3.08. ACTION WITHOUT A MEETING. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting, if all the
members of the Board of Directors consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of
Directors.

     SECTION. 3.09. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancy or
newly created directorship occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors, though less than
a quorum of the Board of Directors, unless otherwise provided by law. A Director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by election by the Board of
Directors for a term of office shall continue only until the next election of
Directors by the Shareholders.

     SECTION 3.10. COMPENSATION. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as Director or a fixed sum
for attendance at each meeting of the Board of Directors, or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.

     SECTION 3.11. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.

     SECTION 3.12. PARTICIPATION. Members of the Board of Directors may
participate in a meeting through the use of conference telephone or similar
communication equipment, so long as all members participating in such meeting
can hear one another, and participation in a meeting pursuant to this Section
3.12 shall constitute presence in person at the meeting.

     SECTION 3.13. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation. The
Board may designate one



or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at a meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified form voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.

     Any such committee shall have and may exercise all the powers and authority
of the Board of Directors in the management of business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation with a domestic or foreign corporation,
which is not a parent or subsidiary of the Corporation, recommending to the
Shareholders the sale, lease or exchange of all, or substantially all, of the
Corporation's property and assets, recommending to the Shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws. Without a resolution passed by a majority of the Board of Directors, no
committee shall have the power or authority to declare a dividend, authorize the
issuance of stock, or adopt a certificate of ownership and merger with a
subsidiary or parent of the Corporation.

     Any committees created shall, to the extent consistent with this Section
3.13, follow the procedures outlined in this Article III.

                              ARTICLE IV. OFFICERS

     SECTION 4.01. NUMBER. The Board of Directors has the authority to elect the
officers of the Corporation, including, but not limited to, a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary and a Treasurer. In
addition, the Board of Directors may appoint one or more Assistant
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers and agents as may from time to time be
deemed necessary in the conduct of the affairs of the Corporation. Any number of
offices may be held by the same person. Such elections shall be made pursuant to
resolutions of the Board of Directors.

     SECTION 4.02. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

     SECTION 4.03. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.



     SECTION 4.04. CHAIRMAN OF THE BOARD. The Board of Directors shall appoint
one of its members to be Chairman of the Board. Unless otherwise designated by
the Board of Directors, by appropriate resolution, the Chairman shall be the
Chief Executive Officer of the Corporation. The Chairman's status as Chief
Executive Officer of the Corporation may, but need not, be reaffirmed by the
Board, by appropriate resolution, annually. In the event any person other than
the Chairman is designated Chief Executive Officer of the Corporation, such
designation shall be made by the Board of Directors, by appropriate resolution,
at a regular or special meeting, and shall continue until such resolution is
revoked, superseded or amended. The Chairman shall preside at all meetings of
the Board of Directors. The Chairman of the Board of shall supervise the
carrying out of all policies adopted or approved by the Board. He shall have
general executive powers, as well as the specific powers conferred by these
Bylaws. He shall also have and may exercise such further powers and duties as
from time to time may be conferred upon, or assigned to, him by the Board of
Directors.

     SECTION 4.05. PRESIDENT. The Board of Directors shall elect one of its
members to be President of the Corporation. In the absence of the Chairman, the
President shall preside at any meeting of the Board. The President shall have
general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law and practice, to the office of President, or
imposed by the Bylaws. In the absence of the Chairman, or in the event of a
vacancy in said office, the President shall assume, and exercise, the duties of
the Chairman. He shall also have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned to him by the Board of
Directors.

     SECTION 4.06. VICE-PRESIDENT. The Vice-President shall perform such duties
as shall from time to time be prescribed by the Board of Directors or the
President, and in the absence of the President shall (if there be more than one
Vice-President, in the order of their seniority), perform the duties of the
President, unless otherwise prescribed by the Board.

     SECTION 4.07. TREASURER. The Treasurer shall have custody of the funds and
securities of the Corporation and see that they are deposited in such banks or
trust companies as the Board of Directors or the President shall designate. He
shall have custody of the books of the Corporation and see that therein is
entered regularly a full and accurate account of all monies received and
disbursed by the Corporation, together with such other accounts and records as
may be required, and render such other reports as he may, from time to time, be
called upon to do by the Board of Directors, the Chairman of the Board or the
President.

     SECTION 4.08. SECRETARY. The Secretary shall keep minutes of the meetings
of Shareholders, Directors and, when requested, of committees of the Board. He
shall have custody of the stock books of the Corporation, except when placed in
the custody of a Transfer Agent by resolution of the Board of Directors; he
shall have custody of the corporate seal and shall have authority to attest and
affix this seal to instruments of the



Corporation. He shall perform such other duties as from time to time may be
prescribed by the Board of Directors, the Chairman of the Board or the
President.

     SECTION 4.09. ASSISTANT VICE-PRESIDENT. The Assistant Vice-President shall
perform such duties as shall form time to time be prescribed by the Board of
Directors, the Chairman of the Board, the President, or the Senior
Vice-President.

     SECTION 4.10. ASSISTANT TREASURERS. The Assistant Treasurers, in the order
of their seniority, shall act in the absence of the Treasurer, perform all the
duties of the Treasurer, and shall assume such of the Treasurer's minor duties
as that officer from time to time shall delegate to them.

     SECTION 4.11. ASSISTANT SECRETARIES. The Assistant Secretaries, in the
order of their seniority, shall act in the absence of the Secretary, perform all
the duties of the Secretary, and shall assume such of the Secretary's minor
duties as that officer from time to time shall delegate to them.

     SECTION 4.12. DELEGATION OF DUTIES. In case of the absence or disability of
any officer of the Corporation or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may, vote of a majority of
the whole Board, delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer or to any Director.

     SECTION 4.13. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.

     SECTION 4.14. SURETY BOND. If required by the Board of Directors, the
Treasurer, if one is chosen, or if not, the Secretary, shall give the
Corporation a bond (which shall be renewed every six (6) years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of the office of a Treasurer, and for
the restoration to the Corporation in the case of the Treasurer's (or
Secretary's, as the case may be) death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the possession or under the control of the Treasurer (or Secretary, as
the case may be) to the Corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 5.01. CONTRACTS. The Board of Directors may authorize any officer
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confirmed to specific instances.



     SECTION 5.02. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name, unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

     SECTION 5.03. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

     SECTION 5.04. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation is such
banks, trust companies or other depositories as the Board of Directors may
select.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 6.01. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary, or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the corporate seal. Any or all the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate, shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if the person who signed the certificate was such
officer, transfer agent, or registrar at the date of issue. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost destroyed or mutilated certificate, a
new one may be issued therefor in accordance with Section 6.02.

          a.   UNCERTIFIED SHARES. The Board of Directors may provide that some
     or all of any or all classes or series of stock be uncertified shares. Any
     such resolution shall not apply to shares represented by a certificate
     until such certificate is surrendered to the Corporation. Notwithstanding
     the adoption of such resolution by the Board of Directors, upon request,
     every holder of uncertificated shares shall be entitled to have a signed
     certificate on behalf of the Corporation representing the number of shares
     registered in certificate form.



          b.   FRACTIONAL SHARES. The Corporation shall not be required to issue
     certificates representing any fraction or fractions of a share or shares of
     any class, but may issue in lieu thereof, one or more scrip certificates in
     such form or forms as shall be approved by the Board of Directors, each
     representing a fractional interest in respect to one (1) share. Such scrip
     certificates, upon presentation together with similar scrip certificates
     representing in the aggregate an interest in respect of one or more full
     shares, shall entitle the holder thereof to receive one or more full shares
     of the class and series, if any, specified in such scrip certificate.

          Unless otherwise provided by the terms of the scrip certificate, each
     scrip certificate shall entitle the holder thereof to receive dividends, to
     participate in the distribution of corporate assets in the event of the
     Corporation's liquidation, and to vote the fractional shares in person or
     by proxy.

     SECTION 6.02. LOST, DESTROYED OR MUTILATED CERTIFICATES. Except as provided
in this Section 6.02, no new certificate for shares shall be issued in lieu of
an old one, unless the latter is surrendered and canceled at the same time. The
Board of Directors may, however, direct a new certificate or certificates to be
issue in place of any certificate or certificates or uncertificated shares
theretofore issued by the Corporation alleged to have been lost, destroyed, or
mutilated, upon making of any affidavit of that fact by the person claiming the
certificates to be lost, destroyed or mutilated. When authorizing such issue of
a new certificate or certificates or uncertificate shares the Board may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, destroyed or mutilated certificate or certificates, or his
legal representative, to publish notice of the same in such manner as it shall
require, and give the Corporation a bond in such sum and with such surety or
sureties as it may direct indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
destroyed or mutilated.

     SECTION 6.03. TRANSFER OF SHARES. Subject to transfer restrictions
permitted by Section 1055 of Title 18 of the Oklahoma Statutes and to stop
transfer orders directed in good faith by the Corporation to any transfer agent
to prevent possible violations of Federal or state securities laws, rule or
regulations, upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificates, and record the transaction upon its books.

     Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by



the Corporation to be the owner thereof for all purposes and the Corporation
shall not be bound to recognize any equitable or other claim or other interest
in such shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof.

     Whenever any transfer of shares shall be made for collateral security and
not absolutely, it shall be expressed in the entry of transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and the transferee
request the Corporation to do so.

          a.   RESTRICTIONS OF STOCK. The Board of Directors may restrict the
     transfer of any stock issued by giving the Corporation, or any Shareholder,
     a "first right of refusal to purchase" the stock, by making the stock
     redeemable or by otherwise restricting the transfer of the stock under such
     terms and in such manner as the Board may deem necessary and, as are not
     inconsistent with the Certificate of Incorporation of applicable laws. Any
     stock whose transfer is so restricted must carry a legend noted
     conspicuously on the certificate setting out the restriction.

          b.   SECURITIES. Any security of the Corporation, which is issued to
     any person without an effective registration under the Securities Act of
     1933, as amended, or the Blue Sky laws of any state having jurisdiction,
     shall not be transferable, or be the subject of any offer, sale, pledge,
     assignment or transfer until the Corporation, it is so requests, has been
     furnished with an opinion of owner's counsel satisfactory to counsel for
     the Corporation that such offer, sale, pledge, assignment or transfer does
     not involve a violation of the Securities Act of 1933, as amended, or the
     applicable Blue Sky laws of any state having jurisdiction. The certificate
     representing the securities shall bear substantially the following legend:

     "The securities represented by this certificate are not registered under
     the Securities Act of 1933, as amended (the "Act"), or the Blue Sky laws of
     any state, and these shares may not be offered, sold, transferred, pledged
     or assigned in the absence of an effective registration under the Act and
     applicable Blue Sky laws or, if the Corporation so requests, an opinion of
     owner's counsel satisfactory to counsel for the issuer that such offer,
     sale, transfer, assignment or pledge does not involve a violation of the
     Act or the Blue Sky laws of any state having jurisdiction."

                            ARTICLE VII. FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors of the Corporation.



                             ARTICLE VIII. DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Certificate of Incorporation.

     Dividends upon the shares of the capital stock of the Corporation may be
declared, to the extent permitted by the laws of the State of Oklahoma and the
Certificate of Incorporation, by the Board of Directors in their discretion at
any regular or special meeting, Dividends may be paid in cash, in property, or
in shares of capital stock.

     Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Directors may,
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, for equalizing dividends, or for such other purposes as
the Directors think conducive to the interests of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.

                           ARTICLE IX. CORPORATE SEAL

     The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal."

                           ARTICLE X. WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice is required to be
given to any Shareholder or Director of the Corporation under the provisions of
these Bylaws, the Certificate of Incorporation or by statute, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice. The attendance, whether in person or by proxy, of any
Shareholder or Director of the Corporation at a meeting without protesting the
lack of notice of the meeting at the beginning of such meeting, shall constitute
a waiver of notice by such Shareholder or Director.

                    ARTICLE XI. INDEMNIFICATION AND INSURANCE

     SECTION 11.01. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a Director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a



partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation
(hereinafter, "Corporate Agent"), whether the basis of such proceedings is
alleged action in an official capacity as a Director or officer of the
Corporation or Corporate Agent or in any other capacity while serving as a
Director, officer, or Corporate Agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Oklahoma General Act, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights that said Act permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines excise taxes pursuant to the
Employee Retirement Income Security Act of 1974 of penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who.
has ceased to be a Director, officer, or Corporate Agent and shall inure to the
benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER,
that, except as provided in Section 11.02 hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceedings
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall be a contractual
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
PROVIDED, HOWEVER, that, if the Oklahoma General Corporation Act requires, the
payment of such expenses incurred by a Director of officer in advance of the
final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and other agents of the Corporation with the same
scope and effect as the foregoing indemnification of Directors, officers, and
Corporate Agents.

     SECTION 11.02. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
11.01 of this Section is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where required undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the standard of conduct which
makes it permissible under the Oklahoma General Corporation Act for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set



forth in the Oklahoma General Corporation Act, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     SECTION 11.03. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Certificate of Incorporation, Bylaws agreement, vote of
stockholders or disinterested Directors, or otherwise.

     SECTION 11.04. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Oklahoma General Corporation Act.

                             ARTICLE XII. AMENDMENTS

     These Bylaws may be amended, altered, changed or repealed by the
affirmative vote of a majority of the shares issued and outstanding, and
entitled to vote thereat, at any regular or special meeting of the Shareholders,
if notice of the proposed amendment, alteration, change or repeal be contained
in the notice of the meeting, or by the affirmative vote of the majority of the
Board of Directors at any regular or special meeting of the Board of Directors;
provided, however, the Board of Directors shall have no power to adopt, amend or
alter any bylaws fixing their number, qualifications, classifications, term of
officer, or the right of the Shareholders to remove them from office.

     The above and foregoing Bylaws were adopted this April 22, 1999.


                                            /s/ Cheryl Hewett
                                            ------------------------------------
                                            Cheryl Hewett, Secretary

EX-3.61

                                                                    EXHIBIT 3.61

                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 08/28/2000
                                                           001434226 - 3280311

                            CERTIFICATE OF FORMATION

                                       OF

                                 API No. 2, LLC

          This Certificate of Formation of API No. 2, LLC (the "Company") is
being executed and filed by the undersigned authorized person for the purpose of
forming a limited liability company under the Delaware Limited Liability Company
Act (6 Del. Code Section 18-101 ET SEQ.)

                                   ARTICLE ONE

          The name of the Company is API No. 2, LLC.

                                   ARTICLE TWO

          The address of the registered office of the Company in the State of
Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware 10805, and
the name and address of the Company's registered agent for service of process in
the State of Delaware is Corporation Service Company, 1013 Centre Road, New
Castle County, and Wilmington, Delaware 10805.

                                  ARTICLE THREE

          This Certificate of Formation shall be effective 2:00 p.m (Wilmington,
Delaware time) on August 30, 2000.



          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation on August 25, 2000.

                                                           AUTHORIZED PERSON

                                                           /s/ Robert P. Wynn
                                                           ---------------------
                                                           Name: Robert P. Wynn

                                        2

EX-3.62

                                                                    EXHIBIT 3.62

                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                                 API NO. 2, LLC

                      A DELAWARE LIMITED LIABILITY COMPANY



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                                 API NO. 2, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT") of API No. 2, LLC
(the "COMPANY") is effective as of August 30, 2000.

          1.   FORMATION OF LIMITED LIABILITY COMPANY. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 Del. C Section 18-101, ET SEQ., as it may be
amended from time to time, and any successor to such statute (the "ACT"). The
rights and obligations of AmeriPath, Inc., a Delaware corporation (the
"Member"), and the administration and termination of the Company shall be
governed by the Agreement and the Act. The Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.

          2.   MEMBERS. AmeriPath, Inc., a Delaware corporation, is the sole
Member of the Company.

          3.   PURPOSE. The Company is formed for the purpose of holding a
limited partnership interest in AmeriPath, L.P., a Delaware limited partnership
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.

          4.   NAME. The name of the Company shall be API No. 2, LLC.

          5.   REGISTERED AGENT AND PRINCIPAL OFFICE. The registered office and
registered agent of the Company in the State of Delaware shall be initially at,
Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805, and
shall thereafter be as the managers may designate from time to time. The Company
may have such other offices as the managers may designate from time to time. The
principal business and mailing address of me Company shall be c/o Corporation
Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

          6.   TERM OF COMPANY. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.

          7.   MANAGEMENT OF COMPANY.

          (a)  MANAGERS. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a President, one or more Vice Presidents, a Secretary and such other
officers of the Company as the managers may deem necessary or advisable to
manage the day-to-day business affairs of the Company. The managers shall serve
at the pleasure of the Member. The managers and officers shall have the



authority to act on behalf of, bind, and execute and deliver documents in the
name and on behalf of the Company, Such delegation of authority shall not cause
the Member to cease to be a Member.

          (b)  NUMBER, QUALIFICATIONS AND TERMS. The Company shall have one
manager, but the number of managers authorized may be increased by manager
resolution. Managers need not be residents of the State of Delaware. Each
manager shall hold office for the full term for which such manager is elected,
which term shall be specified in the vote or resolution of the Member or, if not
so specified and in each case, until such manager's successor shall have been
duly elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.

          (c)  INITIAL MANAGER. The initial manager shall be Robert P. Wynn.

          (d)  PLACE OF MEETINGS. Meetings of the managers of the Company,
regular or special, may be held either in the State of Delaware or the State of
Florida, at whatever place is specified by the person or persons calling the
meeting. In the absence of a specific designation, the meetings shall be held at
the principal office of the Company.

          (c)  REGULAR MEETINGS OF MANAGERS. Regular meetings of the managers
shall be held at such place or places in the State of Delaware or the State of
Florida, at such hour and on such day as may be fixed by resolution of the
managers, without further notice of such meetings. The time or place of holding
regular meetings of the managers may be changed by the Chairman or the President
of the Company by giving written notice thereof as provided in Section 7(g)
hereof.

          (f)  SPECIAL MEETINGS OF MANAGERS. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places in the State of Delaware or the State of Florida as may be stated in the
notice of the meeting.

          (g)  ATTENDANCE AT AND NOTICE OF MEETINGS. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

          (h)  QUORUM OF AND ACTION BY MANAGERS. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager, including those
requiring the Company to take or cause to be taken any action in its role as
limited partner of AmeriPath Texas, LP.

                                        2


          (i)  MANAGER ACTION WITHOUT A MEETING. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the manager of the Company and filed with the
Secretary of the Company.

          (j)  MANAGER TELEPHONE MEETINGS. Subject to the provisions required or
permitted by the Delaware Act for notice of meetings, unless otherwise
restricted by this Agreement, the managers may participate in and hold a meeting
of such managers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7(j) shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

          (k)  COMPENSATION OF MANAGERS. Managers shall not be entitled to
receive compensation for their services.

          (1)  REMOVAL, VACANCIES. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.

          (m)  LIABILITY OF MANAGERS. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Delaware Act as a result of the willful or grossly negligent
act or omission of the manager. If the laws of the State of Delaware are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of Delaware. Any repeal or modification of this Section 7(m) by the Member
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.

          8.   INDEMNIFICATION OF OFFICERS AND MANAGERS. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by Delaware law. The Company shall provide director and officer liability
insurance for each manager and officer of the Company to the extent deemed
appropriate by the Member or as otherwise required by any agreement to which the
Company is a party.

          9.   CAPITAL CONTRIBUTIONS. The Member shall contribute to the
capital of the Company 9,900 shares of common stock of AmeriPath Texas, Inc.,
a Texas corporation.

                                        3


          10   DISSOLUTION AND WINDING UP. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.

          11   AMENDMENTS. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.

          12.  GOVERNING LAW. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.

                            [SIGNATURE PAGE FOLLOWS]

                                        4


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                MEMBER

                                AMERIPATH, INC.
                                a Delaware corporation

                                By: /s/ Robert P. Wynn
                                    --------------------------------------------
                                    Name: Robert P. Wynn
                                    Title: Vice President, Secretary & Treasurer


                                COMPANY

                                API NO. 2, LLC,
                                a Delaware limited liability company

                                By: AMERIPATH, INC.,
                                    a Delaware corporation,
                                    its sole member

                                       By: /s/ Robert P. Wynn
                                          --------------------------------------
                                          Name:  Robert P. Wynn
                                          Title: Vice President, Secretary &
                                                 Treasurer

EX-3.63

                                                                    EXHIBIT 3.63

                                                                          [SEAL]

                            ARTICLES OF INCORPORATION

                                       OF

                          ARIZONA PATHOLOGY GROUP, P.C.

     ARTICLE I.    NAME. the name of the corporation is ARIZONA PATHOLOGY
GROUP, P.C.

     ARTICLE II.   PRINCIPAL OFFICE. the principal place of business will
be at 1611 Highway 95, Bullhead City, Arizona 86442.

     ARTICLE III.  PURPOSE. The purpose for which this corporation is
organized is the transaction of any or all lawful business for which
corporations may be incorporated under the laws of the state of arizona, as they
may be amended from time to time.

     ARTICLE IV.   INITIAL BUSINESS. The corporation initially intends to
engage in the business of a medical practice.

     ARTICLE V.    BOARD OF DIRECTORS. The initial board of directors shall
consist of the directors who are the incorporators. The names and addresses of
the incorporators and the persons who are to serve as directors until the first
annual meeting of the stockholders, or until their successors are elected and
qualified are: DR. FREDERICK VOLINI, 1611 Highway 95, Bullhead City, Arizona
86442, and CAROLYN ADAMS, 967 Hancock Road, Suite 65, Bullhead City, Arizona
86442.

     ARTICLE VI.   AUTHORIZED CAPITAL. The corporation shall have authority to
issue one hundred (100) shares of common stock at no par value.

     ARTICLE VII.  PREEMPTIVE RIGHTS. The holders from time to time of the
common stock of the corporation shall have preemptive

                                        1


rights as to the common stock then or thereafter authorized to be issued,
including treasury stock. No resolution of the Board of Directors authorizing
the issuance of stock to which preemptive rights shall attach may require such
rights to be exercised within less than thirty (30) days.

     ARTICLE VIII. STATUTORY AGENT. The name and address of the initial
statutory agent of the corporation is GREGORY A. RING, 967 Hancock Rd, #65,
Bullhead City, AZ 86442.

     ARTICLE IX.   BOARD OF DIRECTORS. The number of persons to serve on the
Board of Directors shall be fixed by the Bylaws, but in no case shall the number
be less than one nor more than fifteen. The persons who are to serve as
Directors until the first annual meeting of shareholders or until their
successors are elected and qualified are: Frederick Volini.

     ARTICLE X.    INCORPORATORS. The incorporators of the corporation are:
Frederick Volini, 1611 Hwy 95, Bullhead City, AZ 86442 and Carolyn Adams, 967
Hancock Rd #65 Bullhead city AZ 86442.

     All powers, duties and responsibilities of the incorporators shall cease
immediately following the adoption of the initial By-Laws of the corporation.

     ARTICLE XI.   BY-LAWS. The power to alter, amend or repeal the By-Laws or
adopt new By-Laws shall be vested in the shareholders, who nay amend, alter,
repeal and replace By-Laws by the affirmative vote of the holders of a majority
of the issued and outstanding voting shares of the corporation.

     ARTICLE XII.  PRIVATE PROPERTY. The private property of the stockholders,
directors, officers, employees and/or agents of the

                                        2


corporation shall be forever exempt from all corporate debts of any kind
whatsoever, as provided under State Laws.

     IN WITNESS WHEREOF, we have hereunto set our hands this 4th day of April
1997.

/s/ Carolyn Adams                                       /s/ Frederick Volini
- -------------------                                     ----------------------
CAROLYN ADAMS                                           FREDERICK VOLINI
INCORPORATOR                                            Incorporator

 STATE OF ARIZONA )
                  )ss.
 COUNTY OF MOHAVE )

     On this, the 4th day of April 1997, before me, the undersigned officer,
personally appeared Dr. Ferederick Volini known to me to be the person whose
name is subscribed to the within  instrument and  acknowledged  that he executed
the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                        /s/ Marilyn G. McCoy
                                                        ------------------------
                                                        Notary Public


My Commission Expires:
     12-12-98

                                                                          [SEAL]
                                        3


[SEAL]

                              ARTICLES OF AMENDMENT
                                       OF
                          ARIZONA PATHOLOGY GROUP, P.C.

1.   The name of the Corporation is Arizona Pathology Group, P.C.

2.   Attached hereto as Exhibit A is the text of each amendment adopted.

3.   The amendment does NOT provide for an exchange, reclassification or
cancellation of issued shares.

4.   The amendment was adopted on the 1st day of January 2002.

5.   The amendment was approved by the shareholders. There is ONE voting group
eligible to vote on the amendment. The designation of voting groups entitled to
vote separately on the amendment, the number of votes in each, the number of
votes represented at the meeting at which the amendment was adopted and the
votes cast for and against the amendment were as follows:

     The voting group consisting of 50 outstanding shares of common stock is
     entitled to 50 votes. There were 50 votes present at the meeting. The
     voting group cast 50 votes for and NO votes against approval of the
     amendment. The number of votes cast for approval of the amendment was
     sufficient for approval by the voting group.

     DATED as of this 7th day of February, 2002.


                                         ARIZONA PATHOLOGY GROUP. INC.


                                         BY: /s/ Frederick I. Volini, President
                                            -----------------------------------
                                            Frederick I. Volini, President



                                   EXHIBIT "A"
                                     TO THE
                              ARTICLES OF AMENDMENT
                                       OF
                          ARIZONA PATHOLOGY GROUP, P.C.

     The Articles of Incorporation of Arizona Pathology Group, P.C., are hereby
amended as follows:

     Article I    NAME. The name of the corporation is ARIZONA PATHOLOGY
GROUP, INC.

     Article II   PRINCIPAL OFFICE. The principal place of business will be at
2755 Silver Creek Road, Suite 203, Bullhead City, Arizona 86442.

     Pursuant to Title 10-2241 of the Arizona Revised Statutes, any reference to
the corporation rendering professional services (i.e. "medical practice") is to
be deleted, therefore. ARTICLE IV. INITIAL BUSINESS, is deleted in its entirety,
so that upon this amendment becoming effective, the corporation may continue in
its existence as a business corporation under chapters I though 17 of Title 10
of the Arizona Revised Statutes and is no longer subject to the chapter relating
to professional corporations.

     ARTICLE VII.  PREEMPTIVE RIGHTS is deleted in its entirety.



                              ARTICLES OF EXCHANGE
                                     BETWEEN
                                  STRIGEN INC.,
                               A UTAH CORPORATION
                                       AND
                          ARIZONA PATHOLOGY GROUP, P.C.,
                             AN ARIZONA CORPORATION

     THESE ARTICLES OF EXCHANGE are executed and entered into effective this 7th
day of February, 2002, by and between Strigen, Inc, a utah corporation
(hereinafter referred to as the "Acquiring Corporation"), and Arizona Pathology
Group, P.C., an Arizona Corporation (hereinafter referred to as the "Acquired
Corporation").

                                   WITNESSETH

                               I. PLAN OF EXCHANGE

     Pursuant to these Articles of Exchange, it is intended and agreed that the
shareholders of the Acquired Corporation shall deliver to the Acquiring
Corporation, free and clear of all liens, pledges, encumbrances, or claims, 100%
of the issued and outstanding capital stock of APG, and the Acquiring
Corporation agrees to acquire the Acquired Corporation on such date by issuing
and delivering to the shareholders of the Acquired Corporation 184,991 shares of
the Acquiring Corporation's common stock (the "Exchange Shares"). The terms,
conditions and understandings of the share exchange are set forth in the Plan of
Exchange, a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference.

                II. THE NAME AND ADDRESS OF ACQUIRING CORPORATION

     The name and address of the known place of business of the acquiring
corporation is strigen, inc., 10011 South Centennial Parkway, Suite 300, Sandy.
Utah 84070.

  III. THE NAME AND ADDRESS OF THE STATUTORY AGENT OF THE ACQUIRING CORPORATION

     The name and address of the known place of business of the statutory
agent of the Acquired Corporation is, Gregory A. Ring, 820 Gemstone, Bullhead
City, Az. 86442.

       IV. APPROVED BY THE BOARD OF DIRECTORS OF THE ACQUIRING CORPORATION

     The Board of Directors of the Acquiring Corporation unanimously approved
the agreement and plan of exchange. The vote of the shareholders of the
Acquiring Corporation was not required.

                                   Page 1 of 6


      V. APPROVAL BY THE BOARD AND SHAREHOLDERS OF THE ACQUIRED CORPORATION

     The Board of Directors of the Acquired Corporation unanimously approved the
Agreement and Plan of Exchange. Of the 50 shares of common stock of the Acquired
Corporation issued and outstanding. 50 shares were voted in favor of the
Agreement and Plan of Exchange, with -0- shares voting against or abstaining,
all in accordance with the provisions of the Title 10-1103 of the Arizona
Revised Statutes, as amended. Such shares were voted as a class; no shares of
any other class of stock were issued and outstanding and entitled to vote
thereon.

                        VI. STATUTORY BASIS FOR EXCHANGE

     The share exchange is allowed pursuant to Title 10-1102 of the Arizona
Revised Statutes, as amended.

     IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective duly authorized officer, have executed these Articles of Exchange as
of the date first above written.

STRIGEN, INC.,                                  ARIZONA PATHOLOGY GROUP, P.C.,
A UTAH CORPORATION                              an Arizona corporation


BY: /s/ Douglas G. Willmore, President          BY:
   -----------------------------------             -----------------------------
   Douglas G. Willmore, President                  Fredrick I. Volini, President

                                   Page 2 of 6


      V. APPROVAL BY THE BOARD AND SHAREHOLDERS OF THE ACQUIRED CORPORATION

     The Board of Directors of the Acquired Corporation unanimously approved the
Agreement and Plan of Exchange. Of the 50 shares of common stock of the Acquired
Corporation issued and outstanding, 50 shares were voted in favor of the
Agreement and Plan of Exchange, with -0- shares voting against or abstaining,
all inc accordance with the provisions of the Title 10-1103 of the Arizona
Revised Statutes, as amended. Such shares were voted as a class; no shares of
any other  class of stock  were  issued and  outstanding  and  entitled  to vote
thereon.

                        VI. STATUTORY BASIS FOR EXCHANGE

     The share exchange is allowed pursuant to Title 10-1102 of the Arizona
Revised Statutes, as amended.

     In WITNESS WHEREOF, the undersigned corporations, acting by their
respective duly authorized officer,  have executed these Articles of Exchange as
of the date first above written.


STRIGEN, INC.,                             ARIZONA PATHOLOGY GROUP, P.C.,
A UTAH CORPORATION                         an Arizona corporation


BY:                                        BY: /s/ Fredrick I. Volini
   -----------------------------------        -----------------------------
   Douglas G. Willmore, President             Fredrick I. Volini, President

                                   Page 2 of 6


                                    EXHIBIT A
                                PLAN OF EXCHANGE
                                 OF STRIGEN, INC.
                                       AND
                          ARIZONA PATHOLOGY GROUP, P.C.

     THIS PLAN OF EXCHANGE (the "plan") dated as of February 7,2002, is entered
into by and between Strigen, INC, a Utah corporation (the "Acquiring
Corporation"), and Arizona Pathology Group, P.C. an Arizona corporation ("the
Acquired Corporation"), such corporations being hereinafter collectively
referred to as the "Constituent Corporations."

                                    PREMISES

     WHEREAS, the Acquiring Corporation is a corporation duly organized and
existing under the laws of the state of Utah, having an authorized capital of
5,000,000 shares of preferred stock of which no shares are issued and
outstanding and 50,000,000 shares of common stock (the "Stringent Common
Stock"), of which 5,000,000 shares are issued and outstanding as of the date
hereof; and

     WHEREAS, the Acquired Corporation is a corporation duly organized and
existing under the laws of the State of Arizona, having an authorized capital of
100 shares of common stock (the "APG" Common Stock"), of which 50 shares are
issued and outstanding as of the date hereof, and

     WHEREAS, the respective boards of directors of the Constituent Corporations
and the shareholders of the Acquired Corporation have duly approved this plan
providing for the exchange of 184,991 shares of Strigen Common Stock for 100% of
the issued and outstanding shares of APG Common Stock, so that the Acquired
Corporation will be a wholly owned subsidiary of the Acquiring Corporation as
authorized by the statutes of the State of Arizona.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of said exchange and the manner and basis of causing the Strigen
Common Stock to be exchange for the APG Common Stock and such other provisions
as are deemed necessary or desirable, the parties hereto have agreed and do
hereby agree, subject to the conditions hereinafter set forth, as follows:

                                   Page 3 of 6


                                    ARTICLE I

                       NAME CHANGE OF ACQUIRED CORPORATION

     On or immediately following the effective date of exchange, the Acquired
Corporation shall changed its name from Arizona Pathology Group, P.C. to Arizona
Pathology Group, Inc., consistent with the requirements of Title 10-2241 of the
Arizona Revised Statutes, as amended.

                                    ARTICLE II
                   ADDITIONAL TERMS AND CONDITIONS OF EXCHANGE

     (A)  On the Effective Date of the exchange the Acquired Corporation shall
be a wholly owned subsidiary of the Acquiring Corporation;

          1.   On the Effective Date of the exchange, the board of directors of
               the Acquired Corporation shall consist of the members of the
               board of directors of the Acquiring Corporation prior to the
               exchange, to serve thereafter in accordance with the bylaws of
               the Acquired Corporation and until their respective successors
               shall have been duly elected and qualified.

          2.   On the Effective Date of exchange, the officers of the Acquiring
               Corporation shall be the officers of the Acquiring Corporation
               immediately prior to the exchange, with such officers to serve
               thereafter in accordance with the bylaws of the Acquired
               Corporation and until their respective successors shall have been
               duly elected and qualified.

     (B)  If any certificate for shares of the Acquiring Corporation is to be
issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it shall be a condition of the issuance thereof
that the certificate so surrendered shall be properly endorsed and otherwise in
proper form for transfer.

                                   ARTICLE III
                              SHAREHOLDER APPROVAL

     This Plan has been submitted to the stockholders of the Acquired
corporation as provided by the laws of the states of Arizona. All required
documents shall be executed, filed, and recorded, and all required acts shall be
done in order to accomplish the exchange under the provisions of the laws of the
state of Arizona.

                                   Page 4 of 6


                                   ARTICLE IV
       APPROVAL AND EFFECTIVE DATE OF THE EXCHANGE; MISCELLANEOUS MATTERS

     (A)  The exchange shall become effective when all the following actions
shall have been taken :

          1.   This Plan shall be authorized, adopted, and approved by and on
               behalf of each Constituent Corporation in accordance with the
               laws of the states of Arizona and Utah;

          2.   This Plan and Articles of Exchange in the form required, executed
               and verified in accordance with the laws of the states of
               Arizona, shall be filed in the Office of the Secretary of State
               of Arizona;

          3.   Within 60 days after the filing of the Plan and the Articles of
               Exchange with the Office of the Secretary of State of the State
               of Arizona, a copy of the Articles of Exchange shall be published
               and an affidavit evidencing the publication shall be filed with
               the Office of the Secretary of State within 90 days after filing
               of the Articles of Exchange with said office.

     (B)  The Secretary of State of the State of Arizona shall be irrevocable
appointed as the agent of the Surviving Corporation to accept service of process
in any such proceeding.

     (C)  This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.

     (D)  For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed, each
such counterpart shall be deemed to be an original instrument, and all such
counterparts together shall be considered one instrument.

     (E)  This plan shall be governed by and construed in accordance with the
laws of the State of Arizona.

                    [Signatures appear on the following page]

                                   Page 5 of 6


     The foregoing Plan of Exchange, having been approved by the board of
directors of each Constituent Corporation, and having been adopted by the
stockholders of the Acquired Corporation in accordance with the laws of the
states of Utah and Arizona, the duly authorized officers of the Constituent
Corporation's do hereby execute this Plan of Exchange this 7th day of February,
2002. declaring and certifying that this is our act and deed and the facts
herein stated are true.


STRIGEN, INC.,                              ARIZONA PATHOLOGY GROUP, P.C.
a Utah Corporation                          an Arizona Corporation


By: /s/ Douglas G. Willmore                 By:
   ------------------------------              -------------------------------
   Douglas G. Willmore, President              Frederick I. Volini, President

                                   Page 6 of 6


     The foregoing Plan of Exchange, having been approved by the board of
directors of each Constituent Corporation, and having been adopted by the
stockholders of the Acquired Corporation in accordance with the laws of the
states of Utah and Arizona, the duly authorized officers of the Constituent
Corporation's do hereby execute this Plan of Exchange this 7th day of February,
2002. declaring and certifying that this is our act and deed and the facts
herein stated are true.

STRIGEN, INC.,                              ARIZONA PATHOLOGY GROUP , P.C.
a Utah Corporation                          an Arizona Corporation


By:                                         By: /s/ Frederick I. Volini
   ------------------------------              -------------------------------
   Douglas G. Willmore, President              Frederick I. Volini, President

                                   Page 6 of 6

EX-3.64

                                                                    EXHIBIT 3.64

                                     BYLAWS
                                       OF
                          ARIZONA PATHOLOGY GROUP, INC.

                                    ARTICLE I
                                     OFFICES

     Section 1.1    BUSINESS OFFICE. The principal office of the corporation
shall be located at any place either within or outside the state of Arizona as
designated in the corporation's most current annual report filed with the
Arizona Division of Corporations. The corporation may have such other offices,
either within or without the state of Arizona, as the board of directors may
designate or as the business of the corporation may require from time to time.

     Section 1.2    REGISTERED OFFICE. The registered office of the corporation,
required by the Arizona Revised Statutes (the "ARS") shall be located within
Arizona and may be, but need not be, identical with the principal office (if
located within Arizona). The address of the registered office may be changed
from time to time.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 2.1    ANNUAL SHAREHOLDER MEETING. The annual meeting of the
shareholders shall be held at a time and date determined by the corporation's
board of directors, for the purpose of electing directors and for the
transARSion of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the state of Arizona,
such meeting shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any subsequent continuation
after adjournment thereof, the board of directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as convenient
The failure to hold an annual or special meeting does not affect the validity of
any corporate ARSion or work a forfeiture or dissolution of the corporation.

     Section 2.2    SPECIAL SHAREHOLDER MEETINGS. Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, may
be called by the president or by the board of directors and shall be called by
the president at the request of the holders of not less than one-tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

     Section 2.3    PLACE OF SHAREHOLDER MEETINGS. The board of directors may
designate any place, either within or without the state of Arizona, as the place
of meeting for any annual or any special meeting of the shareholders, unless by
written consents, which may be in the form of waivers of notice or otherwise, a
majority of shareholders entitled to vote at the meeting may designate a
different place, either within or without the state of Arizona, as the place for
the holding of such meeting. If no designation is made by either the directors
or majority ARSion of the voting shareholders, the place of meeting shall be the
principal office of the corporation.

     Section 2.4    NOTICE OF SHAREHOLDER MEETINGS.

               (a)  REQUIRED NOTICE. Written notice stating the place, day, and
     time of any annual or special shareholder meeting shall be delivered not
     less than 10 nor more than 60 days before the date of the meeting, either
     in person, by any form of electronic communication, by mail, by private
     carrier, or by any other manner provided for in the ARS, by or at the
     direction of the president, the board of directors, or other persons
     calling the meeting, to each shareholder of record, entitled to vote at
     such meeting and to any other shareholder entitled by the ARS or the
     articles of incorporation to receive notice of the meeting. Notice shall be
     deemed to be effective at the earlier of: (1) when deposited in the United
     States mail, addressed to the shareholder at his address as it appears on
     the stock transfer books of the corporation, with postage thereon prepaid;
     (2) on the

                                        1


     date shown on the return receipt if sent by registered or certified mail,
     return receipt requested, and the receipt is signed by or on behalf of the
     addressee; (3) when received; or (4) five days after deposit in the United
     States mail, if mailed postpaid and correctly addressed to an address other
     than that shown in the corporation's current record of shareholders.

          (b)  ADJOURNED MEETING. If any shareholder meeting is adjourned to a
     different date, time, or place, notice need not be given of the new date,
     time, and place, if the new date, time, and place is announced at the
     meeting before adjournment. If a new record date for the adjourned meeting
     is, or must be fixed (see section 2.5 of this Article II) or if the
     adjournment is for more than 30 days, then notice must be given pursuant to
     the requirements of paragraph (a) of this section 2.4, to those persons who
     are shareholders as of the new record date.

          (c)  WAIVER OF NOTICE. The shareholder may waive notice of the meeting
     (or any notice required by the ARS, articles of incorporation, or bylaws),
     by a writing signed by the shareholder entitled to the notice, which is
     delivered to the corporation (either before or after the date and time
     stated in the notice) for inclusion in the minutes or filing with the
     corporate records.

          (d)  SHAREHOLDER ATTENDANCE. A shareholder's attendance at a meeting:

               (1)  waives objection to lack of notice or defective notice of
          the meeting, unless the shareholder at the beginning of the meeting
          objects to holding the meeting or transARSing business at the meeting;
          and

               (2)  waives objection to consideration of a particular matter at
          the meeting that is not within the purpose or purposes described in
          the meeting notice, unless the shareholder objects to considering the
          matter when it is presented.

          (e)  CONTENTS OF NOTICE. The notice of each special shareholder
     meeting shall include a description of the purpose or purposes for which
     the meeting is called. Except as provided in this section 2.4(e), the
     articles of incorporation, or otherwise in the ARS, the notice of an annual
     shareholder meeting need not include a description of the purpose or
     purposes for which the meeting is called.

     If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange, or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and, to
the extent applicable, be accompanied by a copy or summary of the: (1) articles
of amendment; (2) plan of merger or share exchange; (3) agreement for the
disposition of all or substantially all of the corporation's property; or (4)
the terms of the dissolution. If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders are, or may be
entitled to assert dissenters' rights, and must be accompanied by a copy of the
provisions of the ARS governing such rights.

     Section 2.5    MEETINGS BY TELECOMMUNICATIONS. Any or all of the
shareholders may participate in an annual or special meeting of shareholders by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting can hear each other during the
meeting. A shareholder participating in a meeting by this means is considered to
be present in person at the meeting.

     Section 2.6    FIXING OF RECORD DATE. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any meeting
of shareholders, or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the board of directors may fix in advance a date as the record
date. Such record date shall not be more than 70 days prior to the meeting of
shareholders or the payment of any distribution or dividend. If no record date
is so fixed by the board of directors for the determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or

                                        2


shareholders entitled to receive a share dividend or distribution, or in order
to make a determination of shareholders for any other proper purpose, the record
date for determination of such shareholders shall be at the close of business
on:

          (a)  With respect to an annual shareholder meeting or any special
     shareholder meeting called by the board of directors or any person
     specifically authorized by the board of directors or these bylaws to call a
     meeting, the day before the first notice is delivered to shareholders;

          (b)  With respect to a special shareholders' meeting demanded by the
     shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date the
     board of directors authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
     (pursuant to Article II, section 2.12), the date the first shareholder
     signs a consent; and

          (e)  With respect to a distribution to shareholders (other than one
     involving a repurchase or reacquisition of shares), the date the board
     authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section 2.6, such determination
shall apply to any adjournment thereof unless the board of directors fixes a new
record date. A new record date must be fixed if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.

     Section 2.7    SHAREHOLDER LIST. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders,
arranged in alphabetical order with the address of and the number of shares held
by each. The list must be arranged by voting group (if such exists, see Article
II, section 2.8) and within each voting group by class or series of shares. The
shareholder list must be available for inspection by any shareholder, beginning
on the earlier of ten days before the meeting for which the list was prepared or
two business days after notice of the meeting is given for which the list was
prepared and continuing through the meeting. The list shall be available at the
corporation's principal office or at a place identified in the meeting notice in
the city where the meeting is to be held. A shareholder, or his agent or
attorney, is entitled, on written demand, to inspect and, subject to the
requirements of section 2.18 of this Article II and the applicable sections of
the ARS, or any sections of like tenor as from time to time amended, to inspect
and copy the list during regular business hours, at his expense, during the
period it is available for inspection. The corporation shall maintain the
shareholder list in written form or in another form capable of conversion into
written form within a reasonable time.

     Section 2.8    SHAREHOLDER QUORUM AND VOTING REQUIREMENTS. If the articles
of incorporation or the ARS provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Unless the articles of incorporation, a bylaw adopted pursuant to
section 2.9 of this Article II, or the ARS provides otherwise, a majority of the
votes entitled to be cast on the matter by the voting group constitutes a quorum
of that voting group for Action on that matter.

     If the articles of incorporation or the ARS provides for voting by two or
more voting groups on a matter, Action on that matter is taken only when voted
upon by each of those voting groups counted separately. Action may be taken by
one voting group on a matter even though no Action is taken by another voting
group entitled to vote on the matter.

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

                                        3


     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation, a bylaw adopted pursuant to section 2.9 of this
Article II, or the ARS require a greater number of affirmative votes.

     Section 2.9    INCREASING EITHER QUORUM OR VOTING REQUIREMENTS. For
purposes of this section 2.9, a "supermajority" quorum is a requirement that
more than a majority of the votes of the voting group be present to constitute a
quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative votes of a voting
group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.

     The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the same
quorum requirement and be adopted by the same vote and voting groups required to
take action under the quorum and voting requirement then in effect or proposed
to be adopted, whichever is greater.

     A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of directors.

     Section 2.10   PROXIES. At all meetings of shareholders, a shareholder may
vote in person, or vote by proxy, executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the corporation or other person authorized to tabulate votes before
or at the time of the meeting. No proxy shall be valid after 11 months from the
date of its execution unless otherwise provided in the proxy.

     Section 2.11   VOTING OF SHARES. Unless otherwise provided in the articles
of incorporation, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting; provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     Section 2.12   CORPORATION'S ACCEPTANCE OF VOTES.

          (a)  If the name signed on a vote, consent, waiver, or proxy
     appointment or revocation corresponds to the name of a shareholder, the
     corporation if acting in good faith is entitled to accept the vote,
     consent, waiver, or proxy appointment or revocation and give it effect as
     the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver, or proxy
     appointment or revocation does not correspond to the name of its
     shareholder, the corporation, if acting in good faith, is nevertheless
     entitled to accept the vote, consent, waiver, or proxy appointment or
     revocation and give it effect as the act of the shareholder if:

               (1)  the shareholder is an entity as defined in the ARS and the
     name signed purports to be that of an officer or agent of the entity;

               (2)  the name signed purports to be that of an administrator,
     executor, guardian, or

                                        4


     conservator representing the shareholder and, if the corporation requests,
     evidence of fiduciary status acceptable to the corporation has been
     presented with respect to the vote, consent, waiver, or proxy appointment
     or revocation;

               (3)  the name signed purports to be that of receiver or trustee
     in bankruptcy of the shareholder and, if the corporation requests, evidence
     of this status acceptable to the corporation has been presented with
     respect to the vote, consent, waiver, or proxy appointment or revocation;

               (4)  the name signed purports to be that of a pledgee, beneficial
     owner, or attorney-in-fact of the shareholder and, if the corporation
     requests, evidence acceptable to the corporation of the signatory's
     authority to sign for the shareholder has been presented with respect to
     the vote, consent, waiver, or proxy appointment or revocation; and

               (5)  two or more persons are the shareholder as co-tenants or
     fiduciaries and the name signed purports to be the name of at least one of
     the co-owners and the person signing appears to be acting on behalf of all
     the co-owners.

          (c)  The corporation is entitled to reject a vote, consent, waiver, or
     proxy appointment or revocation if the secretary or other officer or agent
     authorized to tabulate votes, acting in good faith, has reasonable basis
     for doubt about the validity of the signature or about the signatory's
     authority to sign for the shareholder.

          (d)  The corporation and its officer or agent who accepts or rejects a
     vote, consent, waiver, or proxy appointment or revocation in good faith and
     in accordance with the standards of this section are not liable in damages
     to the shareholder for the consequences of the acceptance or rejection.

          (e)  Corporate action based on the acceptance or rejection of a vote,
     consent, waiver, or proxy appointment or revocation under this section 2.12
     is valid unless a court of competent jurisdiction determines otherwise.

     Section 2.13   INSPECTORS OF ELECTION. There shall be appointed at least
one inspector of the vote. Such inspector shall first take and subscribe an oath
or affirmation faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. Unless
appointed in advance of any such meeting by the board of directors, such
inspector shall be appointed for the meeting by the presiding officer. In the
absence of any such appointment, the secretary of the corporation shall act as
the inspector. No candidate for the office of director (whether or not then a
director) shall be appointed as such inspector. Such inspector shall be
responsible for tallying and certifying each vote, whether made in person or by
proxy.

     Section 2.14   SHAREHOLDER ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the shareholders, except for the election
of directors as set forth in section 2.15 of this Article II, may be taken
without a meeting and without prior notice if one or more consents in writing,
setting forth the action so taken, shall be signed by all shareholders.

     Section 2.15   ELECTION OF DIRECTORS. At all meetings of the shareholders
at which directors are to be elected, except as otherwise set forth in any stock
designation with respect to the right of the holders of any class or series of
stock to elect additional directors under specified circumstances, directors
shall be elected by a plurality of the votes cast at the meeting. The election
need not be by ballot unless any shareholder so demands before the voting
begins. Except as otherwise provided by law, the articles of incorporation, any
preferred stock designation, or these bylaws, all matters other than the
election of directors submitted to the shareholders at any meeting shall be
decided by a majority of the votes cast with respect thereto.

     Section 2.16   BUSINESS AT ANNUAL MEETING. At any annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the board of directors or (b)
by any shareholder of record of the corporation who is entitled to vote with
respect thereto. Notwithstanding anything

                                       5


in these bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
section. The officer of the corporation or other person presiding at the annual
meeting shall, if the facts so warrant, determine and declare to the meeting
that business was not properly brought before the meeting in accordance with
such provisions, and if such presiding officer should so determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with such provisions and if such presiding officer should so
determine, such presiding officer shall so declare to the meeting, and any such
business so determined to be not properly brought before the meeting shall not
be transacted.

     Section 2.17   CONDUCT OF MEETING. The board of directors of the
corporation shall be entitled to make such rules or regulations for the conduct
of meetings of shareholders as it shall deem necessary, appropriate, or
convenient. Subject to such rules and regulations of the board of directors, if
any, the chairman of the meeting shall have the right and authority to prescribe
such rules, regulations, and procedures and do all such acts as, in the judgment
of such chairman, are necessary, appropriate, or convenient for the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business for the meeting, rules and procedures for maintaining order at
the meeting, and the safety of those present, limitations on participation in
such meeting to shareholders of record of the corporation and their duly
authorized and constituted proxies, and such other persons as the chairman shall
permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comments
by participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot, unless, and to the
extent, determined by the board of directors or the chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with
rules of parliamentary procedure.

     Section 2.18   FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.
Upon written request of any shareholder, the corporation shall mail to such
shareholder its most recent annual or quarterly financial statements showing in
reasonable detail its assets and liabilities and the results of its operations.

     Section 2.19   DISSENTERS' RIGHTS. Each shareholder shall have the right to
dissent from and obtain payment for such shareholder's shares when so authorized
by the ARS, the articles of incorporation, these bylaws, or in a resolution of
the board of directors.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 3.1    GENERAL POWERS. Unless the articles of incorporation have
dispensed with or limited the authority of the board of directors, all corporate
powers shall be exercised by or under the authority of, and the business and
affairs of the corporation shall be managed under the direction of, the board of
directors.

     Section 3.2    NUMBER, TENURE, AND QUALIFICATION OF DIRECTORS. Unless
permitted by the ARS, the authorized number of directors shall be not less than
three. The current number of directors shall be as determined (or as amended
from time to time) by resolution adopted from time to time by either the
shareholders or directors. Each director shall hold office until the next annual
meeting of shareholders or until removed. However, if his term expires, he shall
continue to serve until his successor shall have been elected and qualified, or
until there is a decrease in the number of directors. A decrease in the number
of directors does not shorten an incumbent director's term. Unless required by
the articles of incorporation, directors do not need to be residents of Arizona
or shareholders of the corporation.

     Section 3.3    REGULAR MEETINGS OF THE BOARD OF DIRECTORS. A regular
meeting of the board of directors shall be held without other notice than this
bylaw immediately after, and at the same place as, the annual meeting of
shareholders. The board of directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution.

     Section 3.4    SPECIAL MEETINGS OF THE BOARD OF DIRECTORS. Special meetings
of the board of directors may be called by or at the request of the president or
any one director. The person authorized to call special meetings of the board of
directors may fix any place as the place for holding any special meeting of the
board of directors.

                                        6


     Section 3.5    NOTICE OF AND WAIVER OF NOTICE FOR SPECIAL DIRECTOR
MEETINGS. Unless the articles of incorporation provide for a longer or shorter
period, notice of any special director meeting shall be given at least two days
prior thereto either orally, in person, by telephone, by any form of electronic
communication, by mail, by private carrier, or by any other manner provided for
in the ARS. Any director may waive notice of any meeting. Except as provided in
the next sentence, the waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business and at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote for or assent
to action taken at the meeting. Unless required by the articles of incorporation
or the ARS, neither the business to be transacted at, nor the purpose of, any
special meeting of the board of directors need be specified in the notice or
waiver of notice of such meeting.

     Section 3.6    DIRECTOR QUORUM. A majority of the number of directors in
office immediately before the meeting begins shall constitute a quorum for the
transaction of business at any meeting of the board of directors, unless the
articles of incorporation require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
section 3.8 of this Article III.

     Section 3.7    DIRECTORS, MANNER OF ACTING. The act of the majority of the
directors present at a meeting at which a quorum is present when the vote is
taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage. Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
section 3.8 of this Article III.

     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed to
have assented to the action taken unless: (1) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding it or transacting business at
the meeting; or (2) his dissent or abstention from the action taken is requested
by such director to be entered in the minutes of the meeting; or (3) he delivers
written notice of his dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention is not available
to a director who votes in favor of the action taken.

     Section 3.8    ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT
FOR THE BOARD OF DIRECTORS. For purposes of this section 3.8, a "supermajority"
quorum is a requirement that requires more than a majority of the directors in
office to constitute a quorum; and a "supermajority" voting requirement is any
requirement that requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present to be the act of the
directors.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or

          (2)  if originally adopted by the board of directors, either by the
shareholders or by the board of directors.

     A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

                                        7


     Subject to the provisions of the preceding paragraph, Action by the board
of directors to adopt, amend, or repeal a bylaw that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take Action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     Section 3.9    DIRECTOR ACTION WITHOUT A MEETING. Unless the articles of
incorporation provide otherwise, any action required or permitted to be taken by
the board of directors at a meeting may be taken without a meeting if all the
directors sign a written consent describing the action taken, and such consent
is filed with the records of the corporation. Action taken by consent is
effective when the last director signs the consent, unless the consent specifies
a different effective date. A signed consent has the effect of a meeting vote
and may be described as such in any document. Such consent may be executed in
any number of counterparts, or evidenced by any number of instruments of
substantially similar tenor.

     Section 3.10   REMOVAL OF DIRECTORS. The shareholders may remove one or
more directors at a meeting called for that purpose if notice has been given
that the purpose of the meeting is such removal. The removal may be with or
without cause unless the articles of incorporation provide that directors may
only be removed with cause. If a director is elected by a voting group of
shareholders, only the shareholders of that voting group may participate in the
vote to remove him. If cumulative voting is authorized, a director may not be
removed if the number of votes sufficient to elect him under cumulative voting
is voted against his removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him exceeds the number
of votes cast against such removal.

     Section 3.11   BOARD OF DIRECTOR VACANCIES. Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of directors,
including a vacancy resulting from an increase in the number of directors, the
shareholders may fill the vacancy. During such time that the shareholders fail
or are unable to fill such vacancies, then and until the shareholders act:

          (1)  the board of directors may fill the vacancy; or

          (2)  if the directors remaining in office constitute fewer than a
     quorum of the board, they may fill the vacancy by the affirmative vote of a
     majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders. If two or more
directors are elected by the same voting group, only remaining directors elected
by such voting group are entitled to vote to fill the vacancy of a director
elected by the voting group if it is filled by directors.

     A vacancy that will occur at a specific later date (by reason of
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualified
or until there is a decrease in the number of directors.

     Section 3.12   DIRECTOR COMPENSATION. Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 3.13   DIRECTOR COMMITTEES.

          (a)  CREATION OF COMMITTEES. Unless the articles of incorporation
     provide otherwise, the board of directors may create one or more committees
     and appoint members of the board of directors to serve on them. Each
     committee must have two or more members, who serve at the pleasure of the
     board of directors.

                                        8


          (b)  SELECTION OF MEMBERS. The creation of a committee and appointment
     of members to it must be approved by the greater of (1) a majority of all
     the directors in office when the action is taken or (2) the number of
     directors required by the articles of incorporation to take such action (or
     if not specified in the articles of incorporation, the number required by
     section 3.7 of this Article III to take action).

          (c)  REQUIRED PROCEDURES. Sections 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9,
     of this Article III, which govern meetings, action without meetings, notice
     and waiver of notice, quorum and voting requirements of the board of
     directors, apply to committees and their members.

          (d)  AUTHORITY. Unless limited by the articles of incorporation, each
     committee may exercise those aspects of the authority of the board of
     directors which the board of directors confers upon such committee in the
     resolution creating the committee; provided, however, a committee may not:

               (1)  authorize distributions to shareholders;

               (2)  approve, or propose to shareholders, action that the ARS
          requires be approved by shareholders;

               (3)  fill vacancies on the board of directors or on any of its
          committees;

               (4)  amend the articles of incorporation pursuant to the
          authority of directors to do so granted by the ARS or any section of
          like tenor as from time to time amended;

               (5)  adopt, amend, or repeal bylaws;

               (6)  approve a plan of merger not requiring shareholder approval;

               (7)  authorize or approve reacquisition of shares, except
          according to a formula or method prescribed by the board of directors;
          or

               (8)  authorize or approve the issuance or sale or contract for
          sale of shares or determine the designation and relative rights,
          preferences, and limitations of a class or series of shares, except
          that the board of directors may authorize a committee (or a senior
          executive officer of the corporation) to do so within limits
          specifically prescribed by the board of directors.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.1    NUMBER OF OFFICERS. There shall be at least one officer of
the corporation, a president, who shall be appointed by the board of directors.
Such other officers and assistant officers as may be deemed necessary, including
any vice-presidents, may be appointed by the board of directors. If specifically
authorized by the board of directors, an officer may appoint one or more
officers or assistant officers. The same individual may simultaneously hold more
than one office in the corporation.

     Section 4.2    APPOINTMENT AND TERM OF OFFICE. The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors. If no term is specified, such term shall
continue until the first meeting of the directors held after the next annual
meeting of shareholders. If the appointment of officers shall not be made at
such meeting, such appointment shall be made as soon thereafter as is convenient
Each officer shall hold office until his successor shall have been duly
appointed and shall have qualified, until his death, or until he shall resign or
shall have been removed in the manner provided in section 4.3 of this Article
IV.

     Section 4.3    REMOVAL OF OFFICERS. Any officer or agent may be removed by
the board of directors or an officer authorized to do so by the board of
directors at any time either before or after the expiration of the designated
term, with or without cause. Such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Neither the appointment of an
officer nor the designation of a specified term shall create any contract
rights.

                                        9


     Section 4.4    DUTIES AND COMPENSATION. The duties and compensation of the
officers shall be fixed from time to time by the board of directors or by a duly
authorized officer.

                                    ARTICLE V
          INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES

     Section 5.1    INDEMNIFICATION OF DIRECTORS. The corporation shall
indemnify any individual made a party to a proceeding because such individual
was a director of the corporation to the extent permitted by and in accordance
with the applicable provisions of the ARS or any amendments of successor
sections of like tenor.

     Section 5.2    ADVANCE EXPENSES FOR DIRECTORS. To the extent permitted by
the applicable provisions of the ARS or any section of like tenor as amended
from time to time, the corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding, if:

          (a)  the director furnishes the corporation a written affirmation of
     his good faith belief that he has met the standard of conduct described in
     the ARS;

          (b)  the director furnishes the corporation a written undertaking,
     executed personally or on his behalf, to repay advances if it is ultimately
     determined that he did not meet the standard of conduct (which undertaking
     must be an unlimited general obligation of the director but need not be
     secured and may be accepted without reference to financial ability to make
     repayment); and

          (c)  a determination is made that the fasts then known to those making
     the determination would not preclude indemnification under the applicable
     sections of the ARS or similar sections of like tenor as from time to time
     amended.

     Section 5.3    INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE
NOT DIRECTORS. Unless otherwise provided in the articles of incorporation, the
board of directors may authorize the corporation to indemnity and advance
expenses to any officer, employee, or agent of the corporation who is not a
director of the corporation, to the extent permitted by the ARS.

                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.1    CERTIFICATES FOR SHARES.

          (a)  CONTENT. Certificates representing shares of the corporation
     shall at minimum, state on their face the name of the issuing corporation
     and that it is formed under the laws of the state of Arizona; the name of
     the person to whom issued; and the number and class of shares and the
     designation of the series, if any, the certificate represents; and be in
     such form as determined by the board of directors. Such certificates shall
     be signed (either manually or by facsimile) by the president or a
     vice-president and by the secretary or an assistant secretary and may be
     sealed with a corporate seal or a facsimile thereof. Each certificate for
     shares shall be consecutively numbered or otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES. If the corporation is authorized to
     issue different classes of shares or different series within a class, the
     designations, relative rights, preferences, and limitations applicable to
     each class and the variations in rights, preferences, and limitations
     determined for each series (and the authority of the board of directors to
     determine variations for future series) must be summarized on the front or
     back of each certificate. Alternatively, each certificate may state
     conspicuously on its front or back that the corporation will furnish the
     shareholder this information without charge on request in writing.

          (c)  SHAREHOLDER LIST. The name and address of the person to whom the
     shares represented thereby are issued, with the number of shares and date
     of issue, shall be entered on the stock transfer books of the corporation.

                                       10


          (d)  TRANSFERRING SHARES. All certificates surrendered to the
     corporation for transfer shall be canceled and no new certificate shall be
     issued until the former certificate for a like number of shares shall have
     been surrendered and canceled, except that in case of a lost, destroyed, or
     mutilated certificate a new one may be issued therefor upon such terms and
     indemnity to the corporation as the board of directors may prescribe.

     Section 6.2    SHARES WITHOUT CERTIFICATES.

          (a)  ISSUING SHARES WITHOUT CERTIFICATES. Unless the articles of
     incorporation provide otherwise, the board of directors may authorize the
     issuance of some or all the shares of any or all of its classes or series
     without certificates. The authorization does not affect shares already
     represented by certificates until they are surrendered to the corporation.

          (b)  WRITTEN STATEMENT REQUIRED. Within a reasonable time after the
     issuance or transfer of shares without certificates, the corporation shall
     send the shareholder a written statement containing at minimum:

               (1)  the name of the issuing corporation and that it is organized
          under the laws of the state of Arizona;

               (2)  the name of the person to whom issued; and

               (3)  the number and class of shares and the designation of the
          series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
     different series within a class, the written statement shall describe the
     designations, relative rights, preferences, and limitations applicable to
     each class and the variation in rights, preferences, and limitations
     determined for each series (and the authority of the board of directors to
     determine variations for future series). Alternatively, each written
     statement may state conspicuously that the corporation will furnish the
     shareholder this information without charge on request in writing.

     Section 6.3    REGISTRATION OF THE TRANSFER OF SHARES. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the record owner of such shares on the
books of the corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

     Section 6.4    RESTRICTIONS ON TRANSFER OF SHARES PERMITTED. The board of
directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into, or
carrying a right to subscribe for or acquire, shares). A restriction does not
affect shares issued before the restriction was adopted unless the holders of
the shares are parties to the restriction agreement or voted in favor of the
restriction.

     A restriction on the transfer or registration of transfer of shares is
authorized:

          (a)  to maintain the corporation's status when it is dependent on the
     number or identity of its shareholders;

          (b)  to preserve entitlements, benefits, or exemptions under federal,
     state, or local law; and

          (c)  for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (a)  obligate the shareholder first to offer the corporation or other
     persons (separately, consecutively, or simultaneously) an opportunity to
     acquire the restricted shares;

                                       11


          (b)  obligate the corporation or other persons (separately,
     consecutively, or simultaneously) to acquire the restricted shares;

          (c)  require the corporation, the holders of any class of its shares,
     or another person to approve the transfer of the restricted shares, if the
     requirement is not manifestly unreasonable; and

          (d)  prohibit the transfer of the restricted shares to designated
     persons or classes of persons, if the prohibition is not manifestly
     unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section 6.4 and such person has knowledge of
the restriction or its existence is noted conspicuously on the front or back of
the certificate or is contained in the written statement required by section 6.2
of this Article VI with regard to shares issued without certificates. Unless so
noted, a restriction is not enforceable against a person without knowledge of
the restriction.

     Section 6.5    ACQUISITION OF SHARES. The corporation may acquire its own
shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissuance of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired by the corporation, effective upon amendment of the articles of
incorporation, which amendment may be adopted by the shareholders or the board
of directors without shareholder action. The articles of amendment must be
delivered to the Arizona Division of Corporations for filing and must set forth:

          (a)  the name of the corporation;

          (b)  the reduction in the number of authorized shares, itemized by
     class and series;

          (c)  the total number of authorized shares, itemized by class and
     series, remaining after reduction of the shares; and

          (d)  if applicable, a statement that the amendment was adopted by
     the board of directors without shareholder Action and that shareholder
     action was not required.

                                   ARTICLE VII
                                  DISTRIBUTIONS

     The corporation may make distributions (including dividends on its
outstanding shares) as authorized by the board of directors and in the manner
and upon the terms and conditions provided by law and in the corporation's
articles of incorporation.

                                  ARTICLE VIII
                                 CORPORATE SEAL

     The board of directors may provide for a corporate seal which may have
inscribed thereon any designation including the name of the corporation, Arizona
as the state of incorporation, and the words "Corporate Seal."

                                   ARTICLE IX
                   DIRECTORS CONFLICTING INTEREST TRANSACTIONS

     A director's conflicting interest transaction may not be enjoined, be set
aside, or give rise to an award of damages or other sanctions, in a proceeding
by a shareholder or by or in the right of the corporation, solely because the
director, or any person with whom or which the director has a personal,
economic, or other association, has an interest in the transaction, if:

                                       12


          (a)  directors' action respecting the transaction was at any time
     taken in compliance with the applicable section of the ARS or any section
     of like tenor as amended from time to time;

          (b)  shareholders' action respecting the transaction was at any time
     taken in compliance with the applicable section of the ARS or any section
     of like tenor as amended from time to time; or

          (c)  the transaction, judged according to the circumstances at the
     time of commitment, is established to have been fair to the corporation.

                                    ARTICLE X
                                   AMENDMENTS

     The corporation's board of directors may amend or repeal the corporation's
bylaws unless:

          (a)  the ARS or the articles of incorporation reserve this power
     exclusively to the shareholders in whole or part; or

          (b)  the shareholders in adopting, amending, or repealing a particular
     bylaw provide expressly that the board of directors may not amend or repeal
     that bylaw; or

          (c)  the bylaw either establishes, amends, or deletes, a supermajority
     shareholder quorum or voting requirement (as defined in Article II, section
     2.9).

     Any amendment which changes the voting or quorum requirement for the board
must comply with Article III, section 3.8, and for the shareholders, must comply
with Article II, section 2.9.

     The corporation's shareholders may amend or repeal the corporation's bylaws
even though the bylaws may also be amended or repealed by its board of
directors.

                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors in consultation with the financial and tax advisors of the
corporation.

                                       13

EX-3.65

                                                                    EXHIBIT 3.65

                                                                FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                             OCT 31 2000

                                                        Corporations Section

                            ARTICLES OF INCORPORATION
                                       OF
               ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for ARLINGTON
PATHOLOGY ASSOCIATION 5.01(A) CORPORATION

                                   ARTICLE ONE

     The name of the corporation is ARLINGTON PATHOLOGY ASSOCIATION 5.01(A)
CORPORATION.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes:

     (a)  Conducting scientific research and research projects in the public
          interest in the fields of medical sciences, medical economics, public
          health, sociology, and related areas;

     (b)  Supporting medical education in medical schools through grants and
          scholarships;

     (c)  Improving and developing of the abilities of individuals and
          institutions studying, teaching, and practicing medicine,

     (d)  Delivering health care to the public;

     (e)  Engaging in the instruction of the general public in the area of
          medical science, public health, and hygiene and related instruction
          useful to the individual and beneficial to the community; and

     (f)  Conducting other activities useful or appropriate to the
          accomplishment of the foregoing purposes.



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation and in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not less than three) as may be fixed by the Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows:

          NAME                               ADDRESS

          Stephen Aldred, M.D.               4350 Alpha Road
                                             Dallas, Texas 75244

          Clay J. Cockerell, M.D             2330 Butler Street, Suite 115
                                             Dallas, Texas 78235

          Joseph A Sonnier, MD               4350 Alpha Road
                                             Dallas, Texas 75244

     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation.

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors, and until his or her
successor shall have been duly elected and qualified unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBME") and actively engaged in the practice of medicine For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME.



                                  ARTICLE SEVEN

     The corporation shall have one Member These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the
Member; provided, however, any alteration, amendment, or repeal of the Bylaws
must be approved by a majority of the Board of Directors then in office

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
or Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Directors or committee members were present and voted,
provided such consent is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the State of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that



this Article Twelve does not eliminate or limit the liability of a Director of
the corporation to the extent the Director is found liable for: (i) a breach of
the Director's duty of loyalty to the corporation or its Member; (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the State of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the State of Texas, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporator is:

     NAME                                    ADDRESS

     Joseph A Sonnier, M.D.                  4350 Alpha Road
                                             Dallas, Texas 75244

     IN WITNESS WHEREOF, I have hereunto set my hand on this 10 day of OCT.
2000.

     /s/  Joseph A. Sonnier
     -------------------------------
     Joseph A. Sonnier, M.D., Incorporator

EX-3.66

                                                                    EXHIBIT 3.66


                                     BYLAWS
                                       OF
               ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION



                                     BYLAWS
                                       OF
               ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     Section 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act; to function as a provider organization with the goal of providing
health care services; to develop new services and products to provide quality
services to the public in a cost-effective manner; and to transact any and all
other business permitted pursuant to the Texas Non-Profit Corporation Act.

     Section 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     Section 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any Director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any Director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     Section 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

          Section 1.4-1 ARTICLES OF INCORPORATION. The term "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the 31st day of October,
2000, and any amendments thereto.

          Section 1.4-2 BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3 BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.

          Section 1.4-4 CORPORATION. The term "Corporation" shall mean ARLINGTON
PATHOLOGY ASSOCIATION 5.01(A) CORPORATION, a Texas non-profit corporation.



          Section 1.4-5 MEMBER. The term "Member" shall mean AMERIPATH, INC. or
other members of the Corporation described in Section 3.1.

          Section 1.4-6 STATE. The term "State" shall mean the State of Texas
unless otherwise specifically indicated.

          Section 1.4-7 SUPPLIER. The term "Supplier" shall mean (a) a physician
retained to provide medical services to or on behalf of the Corporation, or (b)
any other person providing or anticipated to provide services or supplies to or
on behalf of the Corporation in excess of $10,000 during a twelve-month period.

          Section 1.4-8 TSBME. The term "TSBME" shall mean the Texas State Board
of Medical Examiners.

          Section 1.4-9 TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. The
Corporation may also have offices at such other places both within and without
the State of Texas as the Board may from time to time determine or the business
of the Corporation may require.

     Section 2.2 REGISTERED AGENT. The Corporation shall have and continuously
maintain in the State of Texas a registered office and a registered agent whose
office is identical with such registered office. The registered office may be,
but need not be, identical with the principal business office of the Corporation
in the State of Texas, and the name of the registered agent and/or the address
of the registered office may be changed from time to time by the Board.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AMERIPATH, INC. and/or other entities that meet such
standards as the initial Member shall establish. Such Member shall exercise such
rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     Section 3.2 ANNUAL MEETING. The annual meeting of the Members shall be held
at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of Director nominees and the transaction of such other
business as may properly come before the meeting. The annual meeting



shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Members may be called by the
Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5 ACTIONS RESERVED TO THE MEMBER. The Members shall exercise sole
authority in the removal of Directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Sections 5.2 and 5.3. The
following matters shall require the approval of the Members of the Corporation
following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage or other transfer or encumbrance of the
          personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;

     (g)  The working, giving, or seeking of grants;



     (h)  The settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-for-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians' selection
          of the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6 ACTION BY MEMBERS. Any action which may be required by law, the
Articles of Incorporation, or these Bylaws to be taken by the Members shall be
evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.

     Section 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members. If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     Section 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of Directors by giving one candidate as many votes as shall equal the
number of such Directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.



     Section 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Members may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Members.

     Section 3.12 MEETINGS BY TELEPHONE. The Members may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.

     Section 3.13 NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     Section 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2 TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board or its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3 PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.

     Section 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of



medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.

          Section 4.3-2 REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules. Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3 FINANCIAL RELATIONSHIPS. Any Director or nominee who has
a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4 NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.

     Section 4.5 ELECTION OF DIRECTORS. The initial Directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, all successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, as necessary, to fill the vacant positions; and (c) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.

     Section 4.6 TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until



their successors are elected and qualified. Thereafter, Directors shall be
elected at the annual meeting of the Directors as provided in Section 4.5 of
these Bylaws. Except in cases involving the death, resignation, or removal of a
Director, successive Directors shall hold office until their successors are
elected and qualified.

     Section 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER. The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)  Any Director may be removed without cause by a majority vote of
               the Board of Directors, not including the Director sought to be
               removed, provided that such removal is approved by the Member.

          (ii) Any Director who ceases to meet the qualifications of this
               Article may be removed by the Board of Directors effective as of
               the date such qualifications cease to be met, and such removal
               shall not require the approval of the Member.

     Section 4.8 VACANCIES. Any vacancies among the Directors shall be filled in
the manner specified in Section 4.5. A Director elected to fill a vacancy shall
serve for the unexpired term of such Director's predecessor in office.

     Section 4.9 MEETINGS.

          Section 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall be determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business to be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2 SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time, and place of the meeting. The purpose of the meeting need not be
specified in the notice.



     Section 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except when a Director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     Section 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the Directors present in person shall constitute a quorum for the transaction of
business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12 PROXIES. Voting by proxies shall be prohibited.

     Section 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present, A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall



consist of a majority of Directors. Any non-Director who is a committee member
shall have the same responsibility with respect to the committee as shall a
Director who is a committee member.

     Section 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.

     Section 4.15 RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     Section 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17 CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service on the Board, serve on the Board of Directors, be an officer,
or serve in any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.

     Section 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.

     Section 5.3 REMOVAL. Any officer or agent may be removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.



     Section 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

     Section 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

          Section 5.5-1 PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from time to time, report to the Member and to the Board on all matters
within the president' s knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2 VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed by the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.

          Section 5.5-3 SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board and keep such minutes, as well as
the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.



          Section 5.5-4 TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of .the Corporation; and (c) furnish at meetings of the
Board or whenever requested, a statement of the financial condition of the
Corporation. The treasurer shall also perform all duties and exercise all powers
incident to the office of the treasurer and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Nonprofit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     Section 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor does not
take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, or employee or employees of the
Corporation to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances; and, unless so authorized by the Board or by
these Bylaws, no officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement, or to pledge its credit
or to render it liable pecuniary for any purpose or any amount.

     Section 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to lime to the credit of the Corporation in one or more such banks,
trust companies, or other depositories as the President may from time to time
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     Section 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote, and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6 FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its Directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the Corporation, or any other organization which is
associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral, or delegation in its sole discretion.

     Section 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-1 TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted for such purposes, if:

          (a)  The fact of such relationship or interest is disclosed or known
     to the Board or the committee that authorizes, approves, or ratifies the
     contract or transaction by a vote or consent sufficient for the purpose
     without counting the votes or consents of such interested Director(s) or
     officer(s); or

          (b)  The contract or transaction is fair and reasonable as to the
     Corporation at the time it is authorized by the Board or a committee
     thereof.

          Section 6.9-2 QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.

     Adopted as of the 31st day of October, 2000.

EX-3.67

                                                                    EXHIBIT 3.67

                            ARTICLES OF INCORPORATION

                                      -of-

                      COLUMBUS PATHOLOGY LABORATORIES, LTD.

                                       I.

     The corporate title of said company is: Columbus Pathology Laboratories,
Ltd.

                                       II.

     The period of duration of this corporation is and shall be ninety-nine
years.

                                      III.

     The purposes for which said corporation is created and the powers which it
shall possess are as follows, to wit:

     (1)  To engage in every phase and aspect of the business of rendering the
professional services to the public that a Doctor of Medicine, duly licensed
under the laws of the State of Mississippi, is authorized to render, but such
professional services shall be rendered only through officers, employees, and
agents who are duly licensed under the laws of the State of Mississippi to
practice medicine within this State.

     (2)  To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect to the shares of capital stock,
script, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interests issued or created by any corporation, joint stock companies,
syndicates, associations, firms, trusts of persons, public or



private or by the government of the United States of America, or by any foreign
government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

     (3)  To acquire, and pay for in cash, stocks or bonds of the corporation,
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations, or liabilities, of any person,
persons, firms, associations or corporation.

     (4)  To enter into, make, execute and perform contracts of every nature,
kind and description with any person, firm, association, corporation,
municipality, county, state, body politic, government or subdivision thereof.

     (5)  To loan unto any person, firm or corporation any of its surplus funds,
either with or without security and upon such terms as may appear to the
corporation to be advisable.

     (6)  To borrow or raise moneys for any of the purposes of the corporation,
and from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof,
together with interest thereon and any other expense incurred in connection
therewith, by mortgage or deed of trust

                                       -2-


upon, or pledge, conveyance or assignment in trust of, the whole or any part of
the property of the corporation, whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.

     (7)  In connection with any and all of the foregoing to buy, acquire, own,
hold, lease, sell, mortgage, alienate, manage, control, or otherwise deal in or
with any and all property, real, personal or mixed, including, but limited to,
stocks (including stocks in other corporation), land, mineral rights, interest
and royalties, bonds, negotiable papers, and other securities, not contrary to
law and to carry on and to engage in any and all of the aforesaid businesses and
operations, and in any and all other operations not contrary to law, anywhere in
the State of Mississippi, or elsewhere; and to do each and every thing
necessary, incidental, desirable, suitable or proper for the accomplishment of
any of the purposes or the attainment of any one or more of the purposes or
objects hereinabove enumerated or suggested or which at this time or at any time
hereafter may appear conducive to, desirable for the promotion, protection or
benefit of the corporation.

     (8)  The rights and powers that may be exercised by the corporation, in
addition to the foregoing, are those conferred by Sections 79-3-1 et seq. of the
Mississippi Code of 1972, as amended, as limited by Sections 79-9-1 et seq. of
the Mississippi Code of 1972, as amended.

     (9)  The foregoing shall be considered as both objects and powers of the
corporation and said objects and powers as set forth in any of the foregoing
clauses

                                       -3-


shall not in anywise be limited or restricted by reference to, or inference
from, the terms of any other clause in these Articles of Incorporation.

                                       IV.

    The aggregate number of shares which the corporation shall have authority
to issue is one thousand (1,000) shares, all common stock having a par value of
One Hundred and 00/100ths Dollars ($100.00) per share.

                                       V.

     The corporation will not commence business until consideration of the value
of at least One Thousand and 00/100ths Dollars ($1,000.00) has been received for
the issuance of shares.

                                       VI.

     The post office and street address of the corporation's initial registered
office is 306 Hospital Drive, Columbus, Mississippi 39701, and the name of its
initial registered agent at such address is Ben F. Martin, III, M.D.

                                      VII.

     The number of directors constituting the initial board of directors of the
corporation is three (3) and the names and street and post office addresses of
the persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:

     NAME                            POST OFFICE ADDRESS

     Ben F. Martin, III, M.D.        306 Hospital Drive
                                     Columbus, Mississippi  39701

     John H. Parker, Jr., M.D.       306 Hospital Drive
                                     Columbus, Mississippi  39701

                                       -4-


     Gary L. Geeslin                 1808 Pine Knoll Drive
                                     Columbus, Mississippi, 39701

                                      VIII.

     The name and street and post office addresses of the incorporators, both of
whom are natural persons over the age of twenty-one years, are:

     NAME                            POST OFFICE ADDRESS

     Ben F. Martin, III, M.D.        306 Hospital Drive
                                     Columbus, Mississippi  39701

     John H. Parker, Jr., M.D.       306 Hospital Drive
                                     Columbus, Mississippi  39701

     WITNESS THE SIGNATURES of the incorporators on this the 11th day of June,
1979.


                                     -------------------------
                                     BEN F. MARTIN, III, M.D.


                                     -------------------------
                                     JOHN H. PARKER, JR., M.D.

                                       -5-


STATE OF MISSISSIPPI

COUNTY OF LOWNDES

     Personally appearing before me, the undersigned notary public in and for
the state and county aforesaid, BEN F. MARTIN, III, M.D. and JOHN H. PARKER,
JR., M.D., who being by me first duly sworn, on their oaths deposed and said
that they are the incorporators of COLUMBUS PATHOLOGY LABORATORIES, LTD., and
that they executed the foregoing ARTICLES OF INCORPORATION on the day that the
same bears date, as the incorporators of the corporation, and that the
statements contained therein are true and correct as therein stated.


                                     -------------------------
                                     BEN F. MARTIN, III, M.D.


                                     -------------------------
                                     JOHN H. PARKER, JR., M.D.

Sworn to and subscribed before me on this the 11th day of June, 1979.

( S E A L )


                                     -------------------------
                                     NOTARY PUBLIC


My commission expires:


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

                                       -6-


                              ARTICLES OF AMENDMENT

                                     TO THE

                          ARTICLES OF INCORPORATION OF

                      COLUMBUS PATHOLOGY LABORATORIES, LTD.

     Pursuant to the provisions of Section 61 of the Mississippi Business
Corporation Act, as amended, the undersigned corporation adopts the following
Articles of Amendment to its Articles of Incorporation:

     FIRST: The name of the corporation is Columbus Pathology Laboratories, Ltd.

     SECOND: The following amendment to the Articles of Incorporation was
adopted by the shareholders of the corporation on December 13, 1979, in the
manner prescribed by the Mississippi Business Corporation Act, as amended:

          Paragraph numbered I of the original Articles of Incorporation be, and
     the same hereby is, amended to read as follows:

               "The corporate title of said company is: Ben F. Martin, M.D.,
          F.C.A.P., A Professional Association."

          Paragraph numbered III (2) of the original Articles of Incorporation
     be, and the same hereby is, amended to read as follows:

               "To acquire by purchase, subscription or otherwise, and to
          receive, hold, own, guarantee, sell, assign, exchange, transfer,
          mortgage, pledge or otherwise dispose of or deal in and with any of
          the shares of the capital stock, or any voting trust certificates in
          respect to the shares of capital stock, script, warrants, rights,
          bonds, debentures, notes, trust receipts, and other securities,
          obligations, choses in action and evidences of indebtedness or
          interests issued or created by any partnership, corporation, joint
          stock companies, syndicates, associations, firms, trusts, or persons,
          public or private or by the government of the United States of
          America, or by any foreign government, or by any state, territory,
          province, municipality or other political subdivision or by any



          governmental agency, and as owner thereof to possess and exercise all
          the rights, powers and privileges of ownership, including the right to
          execute consents and vote thereon, and to do any and all acts and
          things necessary or advisable for the preservation, protection,
          improvement and enhancement in value thereof."

          Paragraph numbered III (7) of the original Articles of Incorporation
     be, and the same hereby is, amended to read as follows:

               "In connection with any and all of the foregoing to buy, acquire,
          own, hold, lease, sell, mortgage, alienate, manage, control, or
          otherwise deal in or with any and all property, real, personal or
          mixed, including, but not limited to, interests in partnerships,
          stocks (including stocks in other corporations), land, mineral rights,
          interest and royalties, bonds, negotiable papers and other securities,
          not contrary to law, and to carry on and to engage in any and all of
          the aforesaid businesses and operations, and in any and all other
          operations, not contrary to law, anywhere in the State of Mississippi,
          or elsewhere; and to do each and every thing necessary, incidental,
          desirable, suitable or proper for the accomplishment of any of the
          purposes or objects hereinabove enumerated or suggested, or which at
          this time or at any time hereafter may appear conducive to, desirable
          for the promotion, protection or benefit of the corporation."

     THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 10; and the number of shares entitled to vote thereon was 10.

     FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class, were as follows:



     CLASS               NUMBER OF SHARES
     -----               ----------------
                           
     Common                   10


     FIFTH: The number of shares voted for such amendment was 10 and the number
of shares voted against said amendment was none.

                                       -2-


     SIXTH: The number of shares of each class entitled to vote thereon as a
class voting for and against said amendment, respectively, was:



                              NUMBER OF SHARES VOTED
                              ----------------------
     Class                    For       Against
     -----                    ---       -------
                                     
     Common                   10           0


     SEVENTH: there shall be no change in any exchange, reclassification, or
cancellation of issued shares.

     EIGHTH: There shall be no change in the stated capital.

     DATED this 13th day of December, 1979.

(CORPORATE SEAL)              COLUMBUS PATHOLOGY LABORATORIES, LTD.

ATTEST:

                              By
- --------------------------      ------------------------------
Its Secretary                    Its President


STATE OF MISSISSIPPI

COUNTY OF LOWNDES

     Personally appeared before me, the undersigned notary public in and for the
state and county aforesaid, BEN F. MARTIN, III, M.D., and JOHN H. PARKER, JR.,
M.D., being the President and Secretary, respectively, of Columbus Pathology
Laboratories, Ltd., a Mississippi corporation, who acknowledged before me that
they executed the above and foregoing ARTICLES OF AMENDMENT TO THE ARTICLES OF
INCORPORATION OF COLUMBUS PATHOLOGY LABORATORIES, LTD., as the President and
Secretary thereof, and that they were duly authorized to act for and on behalf
of said corporation and that the statements contained therein are true and
correct.

                                       -3-


     Given under my hand and official seal on this the 17th day of December,
1979.

( S E A L )


                                     -------------------------
                                     NOTARY PUBLIC


My commission expires:


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

                                       -4-


                                                                    EXHIBIT 3.67

F0012 - Page 1 of 3

                            OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                         P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                                        ARTICLES OF AMENDMENT

        The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
        corporation) or Section 79-11-305 (if a nonprofit corporation) of the
        Mississippi Code of 1972, hereby execute the following document and set
        forth:

     1. TYPE OF CORPORATION

=>      /X/  PROFIT          / /  NONPROFIT

     2. NAME OF CORPORATION

=>   BEN F. MARTIN, M.D., F.C.A.P., A PROFESSIONAL ASSOCIATION

     3. THE FUTURE EFFECTIVE DATE IS                                      [SEAL]
        (COMPLETE IF APPLICABLE)      ____________________________

     4. SET FORTH THE TEXT OF EACH AMENDMENT ADOPTED.
        (ATTACH PAGE)
     5. IF AN AMENDMENT FOR A BUSINESS CORPORATION PROVIDES FOR AN EXCHANGE,
     RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES, SET FORTH THE
     PROVISIONS FOR IMPLEMENTING THE AMENDMENT IF THEY ARE NOT CONTAINED IN THE
     AMENDMENT ITSELF. (ATTACH PAGE)

     6. THE AMENDMENT(S) WAS (WERE) ADOPTED ON

=>   October 18, 1999                                       Date(s)
     FOR PROFIT CORPORATION (Check the appropriate box)

=>   Adopted by / / the incorporators /X/ directors without shareholder action
                                          and shareholder action was not
                                          required.

     FOR NONPROFIT CORPORATION (Check the appropriate box)

=>   Adopted by / / the incorporators / / board of directors without member
                                          action and member action was not
                                          required.

     FOR PROFIT CORPORATION

     7. IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS
     (a) The designation, number of outstanding shares, number of votes entitled
     to be cast by each voting group entitled to vote separately on the
     amendment, and the number of votes of each voting group indisputably
     represented at the meeting were



     Designation    No. of outstanding   No. of votes entitled   No, of votes
                    shares               to be cast              indisputably represented
                                                        
     Common         50                   50                      50


Rev. 01/96



                            OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                         P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                                        ARTICLES OF AMENDMENT

                                         
=>   _____________  ___________  __________________  ___________________



     (b) EITHER
         (i) the total number of votes cast for and against the amendment by
     each voting group entitled to vote separately on the amendment was



     Voting group      Total no. of votes       Total no, of votes cast
                       cast FOR                 AGAINST
                                       
=>   Common            50                       0
=>   _____________     ___________________      ___________________


     OR
         (ii) the total number of undisputed votes cast for the amendment by
     each voting group was



     Voting group      Total no. of undisputed votes cast FOR the plan
                 
=>   _______________   ____________________________________
=>   _______________   ____________________________________


     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group.

     FOR NONPROFIT CORPORATION

     8. IF THE AMENDMENT WAS APPROVED BY THE MEMBERS
     (a) The designation, number of memberships outstanding, number of votes
     entitled to be cast by each class entitled to vote separately on the
     amendment, and the number of votes of each class indisputably represented
     at the meeting were



     Designation    No. of memberships      No. of votes entitled   No. of votes
                    outstanding             to be cast              indisputably represented
                                                        
=>   _____________  _____________________   ______________________  __________________________
=>   _____________  _____________________   ______________________  __________________________


Rev. 01/96



                            OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                         P.O. BOX 136, JACKSON, MS 39205-0136 (601) 359-1333
                                        ARTICLES OF AMENDMENT

     (b) EITHER
         (i) the total number of votes cast for and against the amendment by
     each voting group entitled to vote separately on the amendment was



     Voting group      Total no. of votes       Total no, of votes cast
                       cast FOR                 AGAINST
                                       
=>   _______________   ____________________     __________________________
=>   _______________   ____________________     __________________________


     OR
         (ii) the total number of undisputed votes cast for the amendment by
     each class was



     Voting class      Total no. of undisputed votes cast FOR the
                       amendment
                   
     ______________   _____________________________________________
     ______________   _____________________________________________


     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting proud.

     By:  Signature                                  (Please keep writing within
                                                       blocks)

                        /s/ Ben F. Martin, M.D., III
                        -----------------------------
          Printed Name  BEN F. MARTIN, M.D., III     Title: President



     4.   Set forth the text of each amendment adopted.

          a)   The current text of Article I shall be deleted in its entirety
and the following substitution in its stead:

                                ARTICLE I - NAME

          The name of this corporation is BEN F. MARTIN, M.D., F.C.A.P., INC.

          b)   The current text of Article III shall be deleted in its entirety
and the following substituted in its stead:

                              ARTICLE III - PURPOSE

          The sole and specific purpose of the corporation is to engage in any
          and all business permitted by law incidental to the operation of the
          corporation, and to do any and all things, not contrary to law,
          incidental to the carrying on of any business activity, for which a
          corporation may be organized under the Mississippi Business
          Corporation Act.

EX-3.68

                                                                    EXHIBIT 3.68

                       BEN F. MARTIN, M.D., F.C.A.P., INC.


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

                           AMENDED AND RESTATED BYLAWS

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



                           AMENDED AND RESTATED BYLAWS

                                       OF

                       BEN F, MARTIN, M.D., F.C.A.P., INC.

1.   OFFICES

     1.1.      REGISTERED OFFICE

     The initial registered office of the Corporation shall be in Lowdnes,
Mississippi, and the initial registered agent in charge thereof is Ben F.
Martin, III, 306 Hospital Drive, Columbus, Mississippi 39701.

     1.2.      OTHER OFFICES

     The Corporation may also have offices at such other places, both within and
without the State of Mississippi, as the Board of Directors may from time to
time determine or as may be necessary or useful in connection with the business
of the Corporation.

2.   MEETINGS OF SHAREHOLDERS

     2.1.      PLACE OF MEETINGS

     All meetings of the shareholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President.

     2.2.      ANNUAL MEETINGS

     The Corporation shall hold annual meetings of shareholders, commencing with
the year 2001, on such date and at such time as shall be designated from time to
time by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President, at which shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.

     2.3.      SPECIAL MEETINGS

     Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President, and shall
be called by the Chief Executive Officer, the President or the Secretary at the
request in writing of shareholders possessing at least a majority of the voting
power of the issued and outstanding voting stock of the



Corporation entitled to vote generally for the election of directors. Such
request shall include a statement of the purpose or purposes of the proposed
meeting.

     2.4.      NOTICE OF MEETINGS

     Notice of any meeting of shareholders, stating the place, date and hour of
the meeting, and (if it is a special meeting) the purpose or purposes for which
the meeting is called, shall be given to each shareholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not required by
the Mississippi Business Corporation Act (the "Act") or these Bylaws). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, Section 79-4-7.05 (or any successor section) of the Act.

     2.5.      WAIVERS OF NOTICE

     Whenever the giving of any notice is required by statute, the Articles of
Incorporation of the Corporation (which shall include any amendments thereto and
shall be hereinafter referred to as so amended as the "Articles of
Incorporation") or these Bylaws, a waiver thereof, in writing and delivered to
the Corporation, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance of a shareholder at a meeting shall
constitute a waiver of notice (a) of such meeting, except when the shareholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) (if it is a special meeting) of consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter at the beginning of the meeting.

     2.6.      BUSINESS AT SPECIAL MEETINGS

     Business transacted at any special meeting of shareholders shall be limited
to the purposes stated in the notice (except to the extent that such notice is
waived or is not required as provided in the Act or these Bylaws).

     2.7.      LIST OF SHAREHOLDERS

     After the record date for a meeting of shareholders has been fixed, at
least ten days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all shareholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place in the city where the meeting
is to be held, which place is to be specified in the notice of the meeting, or
at the place where the meeting is to be held. Such list shall also, for the
duration of the meeting, be produced and kept

                                      - 2 -


open to the examination of any shareholder who is present at the time and place
of the meeting.

     2.8.      QUORUM AT MEETINGS

     Shareholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Articles of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting, and who are present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business. Where a separate vote by a class or classes is
required, the holders of a majority of the outstanding shares of such class or
classes, who are present in person or represented by proxy, shall constitute a
quorum entitled to take action on that matter. Once a share is represented for
any purpose at a meeting (other than solely to object (a) to holding the meeting
or transacting business at the meeting, or (b) (if it is a special meeting) to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice), it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.

     2.9.      VOTING AND PROXIES

     Unless otherwise provided in the Act or in the Articles of Incorporation,
and subject to the other provisions of these Bylaws, each shareholder shall be
entitled to one vote on each matter, in person or by proxy, for each share of
the Corporation's capital stock that has voting power and that is held by such
shareholder. No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed appointment
of proxy shall be irrevocable if the appointment form states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.

     2.10.     REQUIRED VOTE

     When a quorum is present at any meeting of shareholders, all matters shall
be determined, adopted and approved by the affirmative vote (which need not be
by ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statute or the Articles of Incorporation, a different vote is specified and
required, in which case such express provision shall govern and control the
decision of such question. Where a separate vote by a class or classes is
required and a quorum exists with respect to such class or classes, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class, unless the proposed action is one upon which, by express
provision of statute or the Articles of Incorporation, a different vote is
specified and

                                      - 3 -


required, in which case such express provision shall govern and control the
decision of such question. Notwithstanding the foregoing, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.

     2.11.     ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a shareholders' meeting may
be taken without a meeting, without prior notice and without a vote, if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Corporation in the manner prescribed by the Act for inclusion
in the minute book.

3.   DIRECTORS

     3.1.      POWERS

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Articles of Incorporation or as otherwise may be
provided in the Act. The Board of Directors may elect a Chairman of the Board
from among its members and shall designate, when present, either the Chairman of
the Board (if any), the Chief Executive Officer or the President to preside at
its meetings. If neither the Chairman of the Board, the Chief Executive Officer
nor the President is present, the Board of Directors may designate another
director to preside at such meeting. The Chairman of the Board, the Chief
Executive Officer and the President may be the same person. The Board of
Directors may also elect one or more Vice Chairmen from among its members, with
such duties as the Board of Directors shall from time to time prescribe.

     3.2.      NUMBER, ELECTION AND TERM OF OFFICE

     The number of directors constituting the Board of Directors shall be as
authorized from time to time by resolution of the shareholders or of the Board
of Directors. Directors shall be elected at annual meetings of the shareholders,
except as provided in Section 3.3 hereof, and each director elected shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. Directors need not be shareholders. Each
director shall be entitled to one vote per director on all matters voted or
acted upon by the Board of Directors.

     3.3.      VACANCIES

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by the affirmative vote of
directors having a

                                      - 4 -


majority of the total votes of the directors then in office, although fewer than
a quorum, or by a sole remaining director. Each director so chosen shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. In the event that one or more directors
resigns from the Board, effective at a future date, directors having a majority
of the total votes of directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal.

     3.4.      MEETINGS

               3.4.1.    REGULAR MEETINGS

               Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board of Directors. A meeting of the Board of Directors for the election
of officers and the transaction of such other business as may come before it may
be held without notice immediately following the annual meeting of shareholders.

               3.4.2.    SPECIAL MEETINGS

               Special meetings of the Board may be called by the Chairman of
the Board, the Chief Executive Officer or the President on one day's notice to
each director, either personally or by telephone, express delivery service (so
that the scheduled delivery date of the notice is at least one day in advance of
the meeting), telegram or facsimile transmission, or on five days' notice by
mail (effective upon deposit of such notice in the mail). The notice need not
describe the purpose of the special meeting but shall indicate the date, time
and place of the special meeting.

               3.4.3.    TELEPHONE MEETINGS

               Members of the Board of Directors may participate in a meeting of
the Board of Directors by any communication by means of which all participating
directors can hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

               3.4.4.    ACTION WITHOUT MEETING

               Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if the action is taken by
all members of the Board of Directors. The action must be evidenced by one or
more written consents describing the action taken, signed by each director, and
delivered to the Corporation for inclusion in the minute book.

                                      - 5 -


               3.4.5.    WAIVER OF NOTICE OF MEETING

               A director may waive any notice required by statute, the Articles
of Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

     3.5.      QUORUM AND VOTE AT MEETINGS

     At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of the presence of directors having at least a majority of
the total votes of the total number of directors constituting the entire Board
of Directors. The affirmative vote of directors having a majority of the total
votes of directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, the Articles of Incorporation or these Bylaws.

     3.6.      COMMITTEES OF DIRECTORS

     The Board of Directors may, by resolution passed by the affirmative vote of
directors having a majority of the total votes of the total number of directors
constituting the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member of a committee is absent from any meeting,
or disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by unanimous vote, appoint another member of the Board of Directors
to act at the meeting in the place of such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation pursuant to Sections 79-4-11.01 or 79-4-11.07 of the
Act, recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws; and unless the resolutions, these Bylaws or the Articles
of Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 79-4-11.04 of the Act.
Such committee or committees shall have such name or

                                      - 6 -


names as may be determined from time to time by resolution adopted by the Board
of Directors. Unless otherwise specified in the resolution of the Board of
Directors designating the committee, at all meetings of each such committee of
directors, a majority of the total votes of the total number of members of the
committee shall constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the total votes of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors, when required. A director serving as
a member of a committee shall have the same number of votes as such director has
with respect to matters voted or acted upon by the Board of Directors, as
specified in the Articles of Incorporation. The Board of Directors may at any
time, by resolution passed by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors, discharge any committee, change the membership of any
committee, fill vacancies occurring in any committee or remove any member of any
committee, with or without cause.

     3.7.      COMPENSATION OF DIRECTORS

     The Board of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

     3.8.      RESIGNATION

     A director may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the President or the Secretary.
Unless otherwise stated in such notice of resignation, the acceptance thereof
shall not be necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.

4.   OFFICERS

     4.1.      POSITIONS

     The officers of the Corporation shall be a Chief Executive Officer, a
President, a Treasurer and a Secretary. The Board of Directors may elect or
appoint, or provide for the appointment of, such other officers (including a
Chairman of the Board, one or more Vice Chairmen, a Chief Financial Officer, one
or more Vice Presidents in such gradation as the Board of Directors may
determine, one or more Assistant Secretaries and one or more Assistant
Treasurers) or agents as may from time to time appear necessary or advisable in
the conduct of the business and affairs of the Corporation. Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may be held
by the same person. Each of the Chairman of the Board (if

                                      - 7 -


any), the Chief Executive Officer, the President, the Chief Financial Officer
(if any), and/or any Vice President may execute bonds, mortgages, notes,
contracts and other documents on behalf of the Corporation, except as otherwise
required by law and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

     4.2.      CHAIRMAN OF THE BOARD

     The Chairman of the Board, if any, shall (when present) preside at all
meetings of the Board of Directors and shareholders and shall ensure that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman of the Board, if any, shall in general perform all duties incident to
such office, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors.

     4.3.      CHIEF EXECUTIVE OFFICER

     The Chief Executive Officer of the Corporation shall have overall executive
responsibility and authority for management of the business, affairs and
operations of the Corporation (subject to the authority of the Board of
Directors), and, in general, shall perform all duties incident to the office of
a chief executive officer of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.

     4.4.      PRESIDENT

     The President of the Corporation, together with the Chief Executive
Officer, shall have general responsibility and authority for management of the
business, affairs and operations of the Corporation (subject to the authority of
the Board of Directors), and, in general, shall perform all duties incident to
the office of a president of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.

     4.5.      CHIEF FINANCIAL OFFICER

     The Chief Financial Officer of the Corporation, if any, shall have general
charge and supervision of the financial affairs of the Corporation, including
budgetary, accounting and statistical methods, and shall approve for payment, or
designate others serving under him or her to approve for payment, all vouchers
and warrants for disbursements of funds, and, in general, shall perform such
other duties as are incident to the office of a chief financial officer of a
corporation, including those duties customarily performed by persons occupying
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors, the Chief Executive Officer or
the President.

                                      - 8 -


     4.6.      VICE-PRESIDENT

     In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice President
or Vice Presidents, in general, shall perform such other duties as are incident
to the office of a vice president of a corporation, including those duties
customarily performed by persons occupying such office, and shall perform such
other duties as, from time to time, may be assigned to him or her or them by the
Board of Directors, the Chief Executive Officer or the President. The Board of
Directors may designate one or more Vice Presidents as Executive Vice Presidents
or Senior Vice Presidents.

     4.6.      SECRETARY

     The Secretary, or an Assistant Secretary, shall attend all meetings of the
Board of Directors and all meetings of the shareholders, and shall record all
the proceedings of the meetings of the shareholders and of the Board of
Directors in a book to be kept for that purpose, and shall perform like duties
for the standing committees, when required. The Secretary shall have custody of
the corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President. The Secretary, or an Assistant Secretary, shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and, in general, shall perform all duties as are incident to
the office of a secretary of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer or any
Vice President.

     4.7.      ASSISTANT SECRETARY

     The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act or when requested by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President, perform the duties and exercise the powers of the Secretary, and, in
general, shall perform all duties as are incident to the office of an assistant
secretary of a

                                      - 9 -


corporation, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her of them by the Board of Directors, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President or the
Secretary. An Assistant Secretary may or may not be an officer, as determined by
the Board of Directors.

     4.8.      TREASURER

     The Treasurer shall have responsibility for the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall also render to the Chief Executive Officer or the President,
upon request, and to the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all financial transactions and of
the financial condition of the Corporation and, in general, shall perform such
duties as are incident to the office of a treasurer of a corporation, including
those customarily performed by persons occupying such office, and shall perform
all other duties as, from time to time, may be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President.

     4.9.      ASSISTANT TREASURER

     The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer,
and, in general, shall perform all duties as are incident to the office of an
assistant treasurer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her or them by the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President or the Treasurer. An Assistant Treasurer may or may
not be an officer, as determined by the Board of Directors.

     4.10.     TERM OF OFFICE

     The officers of the Corporation shall hold office until their successors
are chosen and qualify or until their earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors.

                                     - 10 -


     4.11.     COMPENSATION

     The compensation of officers of the Corporation shall be fixed by the Board
of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.

     4.12.     FIDELITY BONDS

     The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.

5.   CAPITAL STOCK

     5.1.      CERTIFICATES

     The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President, and by the Treasurer, the Secretary or any
Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

     5.2.      LOST CERTIFICATES

     The Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer or the Secretary may direct
a new certificate of stock to be issued in place of any certificate theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming that the
certificate of stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the Board of Directors or any such officer may,
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the Board of Directors
or such officer shall require and/or to give the Corporation a bond or
indemnity, in such sum or on such terms and conditions as the Board of Directors
or such officer may direct, as indemnity against any claim that may be

                                     - 11 -


made against the Corporation on account of the certificate alleged to have been
lost, stolen or destroyed or on account of the issuance of such new certificate.

     5.3.      RECORD DATE

               5.3.1.    ACTIONS BY SHAREHOLDERS

               In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty days nor less than
ten days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be the close of business
on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of shareholders of record entitled to notice of
or to vote at a meeting of shareholders shall apply to any adjournment of the
meeting, unless the Board of Directors fixes a new record date for the adjourned
meeting.

               In order that the Corporation may determine the shareholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Act, shall be at the close of business on the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in the manner prescribed by Section
79-4-7.04(a) of the Act. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Act, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.

               5.3.2.    PAYMENTS

               In order that the Corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the shareholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining

                                     - 12 -


shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     5.4.      SHAREHOLDERS OF RECORD

     The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be required by the Act.

6.   INDEMNIFICATION

     SECTION 6.1    DEFINITIONS

     As used in this Section 6, the term:

     (a)       "Corporation" includes any domestic or foreign predecessor entity
of the Corporation in a merger.

     (b)       "Director" or "officer" means an individual who is or was a
director or board-appointed officer, respectively, of the Corporation or who,
while a director or officer of the Corporation, is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan or other entity. A director or officer is
considered to be serving an employee benefit plan at the Corporation's request
if his or her duties to the Corporation also impose duties on, or otherwise
involve services by, the director or officer to the plan or to participants in
or beneficiaries of the plan. "Director" or "officer" includes, unless the
context otherwise requires, the estate or personal representative of a director
or officer.

     (c)       "Disinterested director" or "disinterested officer" means a
director or officer, respectively, who at the time of a vote referred to in
subsection 6.5(b), 6.5(c) or 6.7(a) is not:

               (i)       a party to the proceeding; or

               (ii)      an individual having a familial, financial,
professional or employment relationship with the person whose indemnification or
advance for expenses is the subject of the decision being made, which
relationship would, in the circumstances, reasonably be expected to exert an
influence on the director's or officer's judgment when voting on the decision
being made.

               (d)       "Expenses" includes counsel fees.

                                     - 13 -


     (e)       "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan) or reasonable expenses incurred with respect to a proceeding.

     (f)       "Official capacity" means:

               (i)       when used with respect to a director, the office of
     director in the Corporation; and

               (ii)      when used with respect to an officer, the office in the
     Corporation held by the officer.

Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.

     (g)       "Party" includes an individual who was, is, or is threatened to
be made a defendant or respondent in a proceeding.

     (h)       "Proceeding" means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

     SECTION 6.2    BASIC INDEMNIFICATION ARRANGEMENT

     (a)       Except as provided in subsection 6.2(d), the Corporation shall
indemnify an individual who is a party to a proceeding because he or she is a
director or officer against liability incurred in the proceeding if:

               (i)       he or she conducted himself or herself in good faith;
     and

               (ii)      he or she reasonably believed:

                         (A)    in the case of conduct in his or her official
                                capacity, that his or her conduct was in the
                                best interests of the Corporation; and

                         (B)    in all other cases, that his or her conduct was
                                at least not opposed to the best interests of
                                the Corporation; and

                         (C)    in the case of any criminal proceeding, that he
                                or she had no reasonable cause to believe his or
                                her conduct was unlawful; or

                                     - 14 -


               (iii)     he or she engaged in conduct which broader
     indemnification has been made permissible or obligatory under a provision
     of the Articles of Incorporation.

     (b)       A director's or officer's conduct with respect to an employee
benefit plan for a purpose he or she reasonably believed to be in the interest
of the participants in and beneficiaries of the plan is conduct that satisfies
the requirement of subsection 6.2(a)(ii)(B).

     (c)       The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director or officer did not meet the relevant
standard of conduct described in subsection 6.2(a).

     (d)       Unless ordered by a court under Section 6.4, the Corporation may
not indemnify a director or officer under this Section 6:

               (i)       in connection with a proceeding by or in the right of
     the Corporation, except for reasonable expenses incurred in connection with
     the proceeding if it is determined that the director or officer has met the
     relevant standard of conduct under subsection 6.2(a); or

               (ii)      in connection with any proceeding with respect to
     conduct for which he or she was adjudged liable on the basis that he or she
     received a financial benefit to which he or she was not entitled, whether
     or not involving action in his or her official capacity.

     SECTION 6.3    ADVANCES FOR EXPENSES

     (a)       The corporation shall, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because he or she is a
director or officer if he or she delivers to the Corporation:

               (i)       a written affirmation of his or her good faith belief
     that he or she has met the relevant standard of conduct described in
     subsection 6.2(a) or that the proceeding involves conduct for which
     liability has been eliminated under a provision of the Corporation's
     Articles of Incorporation; and

               (ii)      his or her written undertaking to repay any funds
     advanced if he or she is not entitled to mandatory indemnification under
     this Section 6 or the Act and it is ultimately determined under subsection
     6.4 or 6.5 that he or she has met the relevant standards of conduct
     described in subsection 6.2.

     (b)       The undertaking required by subsection 6.3(a)(ii) must be an
unlimited general obligation of the director or officer but need not be secured
and may be accepted without reference to the financial ability of the director
or officer to make repayment.

                                     - 15 -


     SECTION 6.4    COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES

     (a)       A director or officer who is a party to a proceeding because he
or she is a director or officer may apply for indemnification or an advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. Pursuant to Section 79-4-8.54 of the Act, after receipt of an
application and after giving any notice it considers necessary, the court shall:

               (i)       order indemnification if the court determines that the
     director or officer is entitled to mandatory indemnification under Section
     79-4-8.52 of the Act;

               (ii)      order indemnification or advance for expenses if the
     court determines that the director or officer is entitled to
     indemnification or advance for expenses pursuant to a provision authorized
     by Section 79-4-8.58(a) of the Act; or

               (iii)     order indemnification or advance for expenses if the
     court determines, in view of all the relevant circumstances, that it is
     fair and reasonable:

                         (A)    to indemnify the director or officer, or

                         (B)    to advance expenses to the director or officer,
                                even if he or she has not met the relevant
                                standard of conduct set forth in subsection
                                6.2(a), failed to comply with the requirements
                                for advance of expenses, or was adjudged liable
                                in a proceeding referred to in subsection
                                6.2(d), but if he or she was adjudged so liable,
                                his or her indemnification shall be limited to
                                reasonable expenses incurred in connection with
                                the proceeding.

     (b)       If the court determines that the director or officer is entitled
to indemnification or advance for expenses, it may also order the Corporation to
pay the director's or officer's reasonable expenses incurred in connection with
obtaining court- ordered indemnification or advance for expenses.

     SECTION 6.5    DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION

     (a)       The corporation acknowledges that indemnification of a director
or officer under Section 6.2 has been pre-authorized by the Corporation as
permitted by Section 79-4-8.58 of the Act. Nevertheless, the Corporation shall
not indemnify a director or officer under Section 6.2 unless a determination has
been made for the specific proceeding that indemnification of the director or
officer is permissible because he or she has met the relevant standard of
conduct set forth in subsection 6.2(a); provided, however, that regardless of
the result or absence of any such determination, the Corporation shall indemnify
a director or officer who was wholly successful, on the merits or otherwise, in
the

                                     - 16 -


defense of any proceeding to which he or she was a party because he or she was a
director or officer of the Corporation against reasonable expenses incurred by
the director or officer in connection with the proceeding.

     (b)       The determination referred to in subsection 6.5(a) shall be made:

               (i)       if there are two or more disinterested directors, by
     the Board of Directors of the Corporation by a majority vote of all
     disinterested directors (a majority of whom shall for such purpose
     constitute a quorum) or by a majority of the members of a committee of two
     or more disinterested directors appointed by such a vote;

               (ii)      by special legal counsel:

                         (A)    selected in the manner prescribed in paragraph
                                (i) of this subsection 6.5(b); or

                         (B)    if there are fewer than two disinterested
                                directors, selected by the Board of Directors
                                (in which selection directors who do not qualify
                                as disinterested directors may participate); or

               (iii)     by the shareholders, but shares owned by or voted under
     the control of a director or officer who at the time does not qualify as a
     disinterested director or disinterested officer may not be voted on the
     determination.

     (c)       As acknowledged above, the Corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a determination
for a specific proceeding that the director or officer met the relevant standard
of conduct under subsection 6.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
Corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer for a
specific proceeding shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 6.5(b), except that
if there are fewer than two disinterested directors or if the determination is
made by special legal counsel, evaluation as to reasonableness of expenses shall
be made by those entitled under subsection 6.5(b)(ii)(B) to select special legal
counsel.

     SECTION 6.6    INDEMNIFICATION OF EMPLOYEES AND AGENTS

     The corporation may indemnify and advance expenses under this Section 6 to
an employee or agent of the Corporation who is not a director or officer to the
extent, consistent with public policy, that such indemnification and advances
may be provided to a director or officer.

                                     - 17 -


     SECTION 6.7    SHAREHOLDER APPROVED INDEMNIFICATION.

     (a)       If authorized by the Articles of Incorporation or a bylaw,
contract or resolution approved or ratified by shareholders of the Corporation
by a majority of the votes entitled to be cast, the Corporation may indemnify or
obligate itself to indemnify a director or officer made a party to a proceeding,
including a proceeding brought by or in the right of the Corporation, without
regard to the limitations in other sections of this Section 6, but shares owned
or voted under the control of a director or officer who at the time of such
authorization does not qualify as a disinterested director or disinterested
officer with respect to any existing or threatened proceeding that would be
covered by the authorization may not be voted on the authorization.

     (b)       The corporation shall not indemnify a director or officer under
this Section 6.7 for any liability incurred in a proceeding in which the
director or officer is adjudged liable to the Corporation or is subjected to
injunctive relief in favor of the Corporation:

               (i)       for the amount of a financial benefit received by a
     director to which he or she is not entitled;

               (ii)      for an intentional infliction of harm on the
     Corporation or the shareholders;

               (iii)     for a violation of Section 79-4-8.33 of the Act; or

               (iv)      for an intentional violation of criminal law.

     (c)       Where approved or authorized in the manner described in
subsection 6.7(a), the Corporation may advance or reimburse expenses incurred in
advance of final disposition of the proceeding only if:

               (i)       the director or officer furnishes the Corporation a
     written affirmation of his or her good faith belief that his or her conduct
     does not constitute behavior of the kind described in subsection 6.7(b);
     and

               (ii)      the director or officer furnishes the Corporation a
     written undertaking, executed personally or on his or her behalf, to repay
     any advances if it is ultimately determined that he or she is not entitled
     to indemnification under this Section 6.

     SECTION 6.8    INSURANCE

     The corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the Corporation or
who, while a director, officer, employee or agent of the Corporation, serves at
the Corporation's request as a

                                     - 18 -


director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity against liability asserted against or incurred by him or her in
that capacity or arising from his or her status as a director, officer, employee
or agent, whether or not the Corporation would have power to indemnify or
advance expenses to him or her against the same liability under this Section 6
or the Act.

     SECTION 6.9    WITNESS FEES

     Nothing in this Section 6 shall limit the Corporation's power to pay or
reimburse expenses incurred by a director or officer in connection with his or
her appearance as a witness in a proceeding involving the Corporation at a time
when he or she is not a party.

     SECTION 6.10   REPORT TO SHAREHOLDERS

     To the extent and in the manner required by the Act from time to time, if
the Corporation indemnifies or advances expenses to a director or officer in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance to the shareholders.

     SECTION 6.11   AMENDMENTS; SEVERABILITY

     No amendment, modification or rescission of this Section 6, or any
provision hereof, the effect of which would diminish the rights to
indemnification or advancement of expenses as set forth herein shall be
effective as to any person with respect to any action taken or omitted by such
person prior to such amendment, modification or rescission. In the event that
any of the provisions of this Section 6 (including any provision within a single
section, subsection, division or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Section 6 shall remain enforceable to the fullest extent
permitted by law.

7.   GENERAL PROVISIONS

     7.1.      INSPECTION OF BOOKS AND RECORDS

     Any shareholder, in person or by attorney or other agent, shall upon
written demand under oath stating the purpose thereof, have the right during
usual business hours to inspect for any proper purpose the Corporation's stock
ledger, a list of its shareholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a shareholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand under oath shall be directed to the Corporation at its
registered office or at its principal place of business.

                                     - 19 -


     7.2.      DIVIDENDS

     The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation and the
laws of the State of Mississippi.

     7.3.      RESERVES

     The directors of the Corporation may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

     7.4.      EXECUTION OF INSTRUMENTS

     All checks, drafts or other orders for the payment of money, and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

     7.5.      FISCAL YEAR

     The fiscal year of the Corporation shall initially be the calendar year
ending December 31, but may be changed at any time and from time to time by
resolution of the Board of Directors.

     7.6.      SEAL

     The corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

     7.7.      PRONOUNS

     All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person
or entity may require.

     7.8.      AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the shareholders or the Board of Directors.

     7.9       CONFLICT WITH MISSISSIPPI BUSINESS CORPORATION ACT

     In the event that any provision of these bylaws conflicts with any
provision of the Act, the provision in the Act will govern.

                                     - 20 -

EX-3.69

                                                                    EXHIBIT 3.69

                                     CHARTER
                                       OF
                CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                   ARTICLE ONE
                                      NAME

          The name of the corporation is California Pathology Consultants of
America, Inc.

                                   ARTICLE TWO
                               PROFIT CORPORATION

          The corporation is organized for profit.

                                  ARTICLE THREE
                           REGISTERED OFFICE AND AGENT

          The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR
                                PRINCIPAL OFFICE

          The mailing address of the initial principal office of the corporation
is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE
                                AUTHORIZED SHARES

          The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX
                           INITIAL BOARD OF DIRECTORS

 The initial Board of Directors shall consist of one member whose name and
address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN
                        LIMITATION OF DIRECTOR LIABILITY

          A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                      - 2 -


                                  ARTICLE EIGHT
                                  INCORPORATOR

          The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

          IN WITNESS WHEREOF, the undersigned executes this Charter this ?? day
of February 1998.


                                              /s/  Peter C. November
                                              ---------------------------------
                                              Peter C. November
                                              Incorporator

                                      - 3 -


[SEAL]

                                     CHARTER
                                       OF
                              PCA OF COLUMBIA, INC.

                                   ARTICLE ONE
                                      NAME

          The name of the corporation is PCA of Columbia, Inc.

                                   ARTICLE TWO
                               PROFIT CORPORATION

          The corporation is organized for profit.

                                  ARTICLE THREE
                           REGISTERED OFFICE AND AGENT

          The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR
                                PRINCIPAL OFFICE

          The mailing address of the initial principal office of the corporation
is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE
                                AUTHORIZED SHARES

          The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX
                           INITIAL BOARD OF DIRECTORS

          The initial Board of Directors shall consist of one member whose name
and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN
                        LIMITATION OF DIRECTOR LIABILITY

          A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                      - 2 -


                                  ARTICLE EIGHT
                                  INCORPORATOR

          The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

          IN WITNESS WHEREOF, the undersigned executes this Charter this ??? day
of February, 1998.

                                              /s/ Peter C. November
                                              ---------------------------------
                                              Peter C. November
                                              Incorporator

                                      - 3 -

EX-3.70

                                                                    EXHIBIT 3.70

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


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

                CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                     BYLAWS

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


                                                 Adopted as of February 23, 1998

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



                CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                           Page
                                                                                                           ----
                                                                                                      
ARTICLE I          OFFICES..............................................................................    1
    Section 1.1    Principal and Registered Office......................................................    1
    Section 1.2    Other Offices........................................................................    1

ARTICLE II         MEETINGS OF SHAREHOLDERS.............................................................    1
    Section 2.1    Location.............................................................................    1
    Section 2.2    Annual Meetings......................................................................    1
    Section 2.3    Notice of Annual Meetings............................................................    1
    Section 2.4    Special Meetings.....................................................................    1
    Section 2.5    Notice of Special Meetings...........................................................    1
    Section 2.6    Business of Special Meetings.........................................................    2
    Section 2.7    Shareholder List.....................................................................    2
    Section 2.8    Quorum...............................................................................    2
    Section 2.9    Action by Shareholders...............................................................    2
    Section 2.10   Voting...............................................................................    2
    Section 2.11   Waiver of Notice.....................................................................    2
    Section 2.12   Action Without a Shareholders' Meeting...............................................    2

ARTICLE III        BOARD OF DIRECTORS...................................................................    3
    Section 3.1    General Powers; Number, Tenure and Qualifications....................................    3
    Section 3.2    Vacancies............................................................................    3
    Section 3.3    Location of Meetings.................................................................    3
    Section 3.4    Organizational Meetings..............................................................    3
    Section 3.5    Regular Meetings.....................................................................    3
    Section 3.6    Special Meetings.....................................................................    3
    Section 3.7    Meetings by Conference Telephone, etc................................................    3
    Section 3.8    Quorum...............................................................................    3
    Section 3.9    Action Without a Meeting.............................................................    4
    Section 3.10   Committees...........................................................................    4
    Section 3.11   Committee Minutes and Reports........................................................    4
    Section 3.12   Compensation.........................................................................    4
    Section 3.13   Transactions with Directors, etc.....................................................    4
    Section 3.14   Removal of Directors.................................................................    5

ARTICLE IV         NOTICES .............................................................................    5
    Section 4.1    Manner of Giving Notice..............................................................    5
    Section 4.2    Waiver of Notice.....................................................................    5

ARTICLE V          OFFICERS.............................................................................    5
    Section 5.1    Officers, Elections, Terms...........................................................    5
    Section 5.2    Duties of the Chairman of the Board..................................................    5






                                                                                                           Page
                                                                                                           ----
                                                                                                      
    Section 5.3    Duties of the President..............................................................    6
    Section 5.4    Vice Presidents......................................................................    6
    Section 5.5    Treasurer............................................................................    6
    Section 5.6    Assistant Treasurer..................................................................    6
    Section 5.7    Secretary............................................................................    7
    Section 5.8    Assistant Secretaries................................................................    7
    Section 5.9    Compensation.........................................................................    7
    Section 5.10   Other Officers.......................................................................    7
    Section 5.11   Vacancies............................................................................    7
    Section 5.12   Removal of Officers..................................................................    7

ARTICLE VI         CONTRACTS, CHECKS, BANK ACCOUNTS, ETC................................................    7
    Section 6.1    Contracts, etc., How Executed........................................................    7
    Section 6.2    Checks, Drafts, etc..................................................................    8
    Section 6.3    Deposits.............................................................................    8
    Section 6.4    General and Special Bank Accounts....................................................    8

ARTICLE VII        SHARES...............................................................................    8
    Section 7.1    Certificates for Shares..............................................................    8
    Section 7.2    Transfer of Shares...................................................................    9
    Section 7.3    Regulations..........................................................................    9
    Section 7.4    Date for Determining Shareholders of Record..........................................    9
    Section 7.5    Lost, Destroyed and Mutilated Certificates...........................................    9
    Section 7.6    Examination of Books by Shareholders.................................................    10

ARTICLE VIII       INDEMNIFICATION .....................................................................    10
    Section 8.1    Definitions and References...........................................................    10
    Section 8.2    Indemnification of and Advancement of Expenses to Directors..........................    10
    Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees
                   and Agents...........................................................................    10
    Section 8.4    Liability Insurance..................................................................    10
    Section 8.5    Contract Rights......................................................................    11
    Section 8.6    Non-exclusivity......................................................................    11
    Section 8.7    Amendments...........................................................................    11
    Section 8.8    Severability.........................................................................    11
ARTICLE IX         WAIVER OF NOTICE.....................................................................    11
ARTICLE X          SEAL.................................................................................    11
ARTICLE XI         FISCAL YEAR..........................................................................    12
ARTICLE XII        AMENDMENTS...........................................................................    12


                                     - ii -


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

                CALIFORNIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                     BYLAWS

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

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                      - 2 -


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held
where specified in the notice, either within or without the State of
Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                      - 3 -


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

          (a)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

          (b)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                      - 4 -


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

          (c)       The transaction was fair as to the Corporation.

     SECTION 3.14.  REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV
                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                      - 5 -


     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                      - 6 -


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                      - 7 -


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting die signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII
                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                      - 8 -


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

               (a)  In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

               (b)  If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or

                                      - 9 -


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of
Section 48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,

                                     - 10 -


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X
                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                     - 11 -


                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                     - 12 -

EX-3.71

                                                                    EXHIBIT 3.71

                              PARTNERSHIP AGREEMENT

     This agreement is made and entered into on this the 1st day of January,
1980, by and between BEN F. MARTIN, M.D., F.C.A.P., a Professional Association
(hereinafter MARTIN), and JOHN H. PARKER, JR., M.D., F.C.A.P., a Professional
Association (hereinafter PARKER), both of which are Mississippi professional
corporations domiciled in Columbus, Lowndes County, Mississippi.

                              W I T N E S S E T H:

     WHEREAS, the parties hereto have each acquired the assets and assumed
certain liabilities of Dr. Ben F. Martin, III, and Dr. John H. Parker, Jr., in
exchange for stock in the respective corporations, all in accordance with the
provisions of Section 351 of the Internal Revenue Code of 1954, as amended; and,

     WHEREAS, the parties hereto now desire to operate, as a partnership, a
clinical pathology laboratory in Columbus, Lowndes County, Mississippi, the
operation of the same to be according to the laws of the State of Mississippi
and in accordance with the principles of medical ethics of the College of
American Pathologists and the American Medical Association, and for no other
purpose, except such activities as are usual and incidental to such practice.

     NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows:

     (1)  NAME. The name of the partnership shall be Columbus Pathology
Laboratories, or such other name as the partners may later adopt.

     (2)  DURATION. The partnership shall begin January 1, 1980, and shall
continue until dissolved as provided for herein.

     (3)  CAPITAL. The initial capital contribution of the partners is as
follows:



PARTNER                               AMOUNT

Ben F. Martin, M.D., F.C.A.P.         $ 157,395.00 (including accounts
A Professional Association                         receivable of
                                                   $146,442.00)

John H. Parker, Jr., M.D., F.C.A.P.
A Professional Association            $ 157,395.00 (including accounts
                                                   receivable of
                                                   $146,442.00)

     (4)  PROFIT AND LOSS. For the purposes of this agreement, net profits of
the partnership are defined to be cash collections and collections on accounts
for services rendered by either or both partners beginning January 1, 1980, less
expenses paid by the partnership as provided in paragraph (5) hereof, and less
depreciation on assets owned by the partnership. The interests of the partners
and the proportion in which they will share net profits and bear all net losses
are as follows:

          Provided the net profit is equal to or greater than the sum of
     $200,000.00 per year, then, in such event, the compensation shall be as
     follows:

          Ben F. Martin, M.D., F.C.A.P.       50% of net profit
          A Professional Association          plus $5,000.00

          John H. Parker, Jr., M.D.,          50% of net profit
          F.C.A.P., a Professional            less $5,000.00
          Association

          Provided the net profit is less than the sum of $200,000.00 per year,
     the excess compensation of $10,000.00 to John H. Parker, Jr., M.D.,
     F.C.A.P., a Professional Association, shall be ratably reduced.

     All net losses, if any, shall be borne equally by the partners.

     The distribution of estimated profits shall be made on the basis of the
aforesaid profit and loss ratio monthly, not later than the 15th of the month
following the month in which said profits are earned, with annual accounting,
settlement, withdrawal or contribution made on the basis of financial statements
prepared for the partnership by its accounting firm.

     (5)  EXPENSES. The partnership shall pay salaries and fringe benefits of
all employees, all taxes, premiums for insurance, losses,

                                       -2-


debts, liabilities, accounting fees, legal fees, rent, utilities, supplies,
interest, and other ordinary and necessary business expenses incurred in the
carrying on of said business from the partnership account before the
determination of the net profits of the partnership.

     Automobile expenses, professional travel expenses, professional
entertainment expenses, dues and membership fees shall be paid by the
partnership, but to the extent of any one partner's such expenses exceeding
those of the other partner, such excess shall be deducted from the distribution
of estimated profits of such partner.

     (6)  DUTIES AND MANAGEMENT. The presidents of both partners shall
participate in the management of partnership affairs, and no personnel shall be
hired or discharged, nor shall the pay of any employee of the partnership be
increased or reduced, nor shall any new recurring expenditure in any amount be
authorized, nor shall any new non-recurring expenditure in excess of Two Hundred
and Fifty and 00/100ths Dollars ($250.00) in any one transaction be authorized,
nor shall any decision materially affecting the Policies or procedures of the
partnership be put into effect, except with the consent of the presidents of
both partners. The presidents of both partners may delegate all of these powers
to one of them for such period of time as they may determine, if such action
appears to them to be desirable.

     (7)  BANK ACCOUNTS. All collections shall be deposited to, and all
withdrawals made from, a partnership bank account in the name of Columbus
Pathology Laboratories and the president of either partner may sign checks on
said partnership account for routine and normal expenses of the partnership, but
all checks for withdrawals by the partners shall be countersigned by both
presidents of the partners.

     (8)  RESTRICTIONS. The president of each partner hereby expressly agrees
that he will not, except with the consent of the president of the other partner,
make, draw, accept or endorse any bill of exchange, promissory note, contract,
lease or other engagement

                                       -3-


for the payment of money or its equivalent by this partnership, nor pledge the
credit of the partnership in any way whatsoever, except as authorized under this
agreement. Each partner further agrees and covenants that any breach of this
clause shall be sufficient grounds for the other partner to terminate the
partnership without notice or penalty.

     (9)  VACATION. The M.D. employee of each partner shall be entitled to a
vacation of thirty (30) days in each calendar year, without reduction of its
share of net profits. For any additional vacation absence, that partner's share
of net profits shall be reduced by a percentage arrived at by dividing the
number of additional days in excess of thirty (30) taken as vacation in any
calendar year by six hundred sixty (660). (E.G., if the M.D. employee of a
partner took thirty-three (33) days, that partner's percentage allocation of net
profits would be reduced by 33/660 - 0.05 or five percent (5%)). Vacation leave
may not be accumulated or carried over to a subsequent calendar year.

     (10) ILLNESS OR DISABILITY. Each M.D. employee of a partner shall be
entitled to absence or leave because of illness or disability, if necessary, not
exceeding ninety (90) days in any calendar year, without loss of its share of
current distribution of net profits. In the event of additional absence because
of illness or disability, that partner shall receive, after the expiration of
ninety (90) days, but less than one hundred eighty (180) days, seventy five
percent (75%) of the share of current distribution from net profits it would
otherwise have received: for an absence beyond one hundred eighty (180) days, no
share of net profits until such absent M.D. employee has returned to the
practice.

     In the event of the absence of the M.D. employee of either partner for a
period of more than thirty (30) days, the remaining partner shall have the
option of employing temporary assistance in the practice, the expense of such
temporary assistance to be borne by the partnership as a partnership expense.

                                       -4-


     (11) TOTAL AND PERMANENT DISABILITY. If it is determined by a majority of
Drs. Frank J. Baird, A. Robert Dill, and Thomas Sheffield that the M.D. employee
of a partner is unable to practice his profession by reason of either physical
or mental disability, then, in such event, the immediate possession and right to
use of all assets of the partnership shall immediately vest in the remaining
partner and all provisions of Paragraph (10) above, shall be applicable.

     (12) DEATH WHILE DISABLED. It is understood and agreed that if the M.D.
employee of a partner dies while receiving disability pay under any of the
provisions hereof, the provisions of this agreement with respect to the death of
an M.D. employee of a partner shall operate as of the date of death, to the
exclusion of any remaining benefits under the disability provisions of this
agreement.

     (13) PARTIAL DISABILITY. If the M.D. employee of a partner becomes
partially disabled, but continues to practice to the extent that he is able to
do so, then, for such period as partial disability shall continue, said partner
shall receive that portion of the net profits which it would otherwise have
received under this agreement, but reduced by the percentage of said M.D.
employee's percentage of partial disability as determined by a majority of Drs.
Frank J. Baird, A. Robert Dill, and Thomas Sheffield.

     (14) RETIREMENT. When an M.D. employee of a partner who, on or after
attaining the age of sixty (60) years, wishes to retire from the practice of
medicine and to leave the practice to be continued by the other partner to this
agreement, then he shall:

     (a)  Give not less than one hundred eighty (180) days of said M.D.
employee's intention to retire;

     (b)  At retirement, cause the professional association of which said M.D.
employee is president, to transfer its interest in the partnership to the
remaining partner in the manner provided herein for the transfer upon death of
an M.D. employee of a partner.

                                       -5-


     (15) DEATH OF THE M.D. EMPLOYEE OF A PARTNER. If the M.D. employee of a
partner dies while this agreement is in force, the other partner shall purchase,
and the partner whose M.D. employee has died shall sell, all of the latter's
interest in the partnership at a price to be determined as follows:

     (a)  Both partners agree that for the purposes of this agreement the value
of each partner's interest in the partnership is the sum of $300,000.00 per
partner or a total of $600,000.00 for the partnership. The partners agree that
within forty-five (45) days after the end of the calendar year, the partners
shall by mutual agreement redetermine such value as of the end of such calendar
year and such redetermination shall be entered into a valuation schedule
attached hereto as Exhibit "A" and made a part hereof by this reference thereto.

     (b)  The value of each partner's interest in the partnership upon the death
of the M.D. employee of a partner shall be adjusted to the end of the month
preceding the date of such death and shall be the value last entered in the
valuation schedule, Exhibit "A", increased or decreased by an amount equal to
the profits or losses of said partnership from the date as of which the last
entered value was fixed on Exhibit "A" to the end of the month preceding the
date of death, all as determined by a balance sheet prepared by the accountants
regularly employed by the partnership.

     (c)  The purchase price for the interest of a partner whose M.D. employee
shall die shall be paid as follows:

     (i)  The surviving partner shall pay, in cash, or by certified check, the
     sum of $300,000.00 to the partner whose M.D. employee has died.

     (ii) If the purchase price exceeds the sum of $300,000.00, the amount of
     such excess shall be paid in one hundred twenty (120) successive equal
     monthly installments beginning on the first day of the thirteenth month
     after said date of death, such amount to bear interest: at the rate of six
     percent (6%) per annum, beginning with the first day of the thirteenth

                                       -6-


     month after death. The balance so payable in monthly installments shall be
     evidenced by the promissory note of the surviving partner, bearing interest
     and payable as aforesaid.

     (d)  Upon the initial cash payment being made as provided for in
sub-paragraph (b)(i) above, the partner whose M.D. employee has died shall then
execute and deliver unto the remaining partner the following:

     (i)  A Warranty Deed conveying unto the remaining partner all right, title
     and interest in partnership real estate;

     (ii) A Bill of Sale conveying unto the remaining partner all right, title
     and interest in partnership machinery, equipment, furniture and fixtures;

     (iii) An Assignment of Accounts Receivable, Contract Rights, Etc.,
     conveying unto the remaining partner all right, title and interest in all
     accounts receivable of the partnership, all bank accounts of the
     partnership, all prepaid insurance policies of the partnership, and any and
     all motor vehicle, equipment, or other leases of the partnership.

     (e)  The surviving partner shall have the option exercisable within
forty-five (45) days from the death of the M.D. employee of a partner, of
acquiring any policy or policies of life insurance on the life of the M.D.
employee of the surviving partner, which said policies were owned by the
deceased M. D. employee. In the event of the exercise of said option, the
consideration to be paid shall be the total cash surrender value including any
accrued dividends.

     (16) DISSOLUTION. This partnership may be dissolved by either party with or
without cause upon sixty (60) days' written notice, provided that said notice
may be waived in whole or in part by the partner receiving notice from the
partner withdrawing. If dissolution occurs, the assets of the partnership shall
be applied in the following order:

     (a)  To the payment of the debts and liabilities of the partnership owing
to creditors other than the partners, and to the expenses of liquidation.

     (b)  To the payment of the debts and liabilities owed to the partners.

                                       -7-


     (c)  To the repayment to each of the partners of the net capital account of
each. In this connection, a fair market value shall be established for all
equipment, machinery, furniture, fixtures and supplies owned by the partnership
by the accounting firm preparing the tax returns for the partnership at that
time, and the same shall be divided equally between the partners, it being the
intention of the parties hereto to receive to the extent possible those assets
which they originally contributed to the partnership.

     (d)  Any assets remaining to be divided between the partners in the ratio
of their respective percentages of net profits immediately prior to the
termination of the partnership.

     Either partner shall be entitled prior to final dissolution of the
partnership, and for so long thereafter as may be required, to make and retain
photocopies of any portion of any file received or retained by the other
partner.

     Upon dissolution, the partners shall review the accounts receivable and
attempt to arrive at a division thereof in the ratio of the respective
percentages of the net profits immediately prior to dissolution. If the partners
are unable to agree as to the disposition of all of said accounts, those as to
which no agreement has been reached shall be referred to the accounting firm
preparing the partnership tax returns as of the date of dissolution, and such
accounting firm shall render monthly statements to said accounts for a period of
six (6) months on partnership letterhead and all accounts so collected shall be
divided equally between the partners.

     WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which ,may be considered as an original, on the date first hereinabove
written.

                                         BEN F. MARTIN, M.D., F.C.A.P., A
                                         PROFESSIONAL ASSOCIATION

                                         By /s/ Ben F. Martin, M.D.
                                            ----------------------------------
                                            Its President


                                         JOHN H. PARKER, JR., M.D., F.C.A.P.,
                                         A PROFESSIONAL ASSOCIATION

                                         By /s/ John H. Parker, Jr., M.D.
                                            ----------------------------------
                                            Its president

                                       -8-


                       AMENDMENT TO PARTNERSHIP AGREEMENT

     This Amendment to Partnership Agreement is made and entered into on this
the 3rd day of July, 1986, by and between BEN F. MARTIN, M.D., F.C.A.P., A
PROFESSIONAL ASSOCIATION (hereinafter MARTIN), and JOHN H. PARKER, JR., M.D.,
F.C.A.P., A PROFESSIONAL ASSOCIATION (hereinafter PARKER), both of which are
Mississippi professional corporations domiciled in Columbus, Lowndes County,
Mississippi.

                              W I T N E S S E T H:

     WHEREAS, the parties hereto have heretofore on or about the 1st day of
January, 1980, entered into a Partnership Agreement for the operation of a
clinical and anatomical pathology laboratory in Columbus, Lowndes County,
Mississippi, under the name of Columbus Pathology Laboratories; and

     WHEREAS, these parties have this day sold their clinical pathology
laboratory, but desire to continue to operate an anatomical pathology laboratory
under the same terms and conditions, but with the name changed from Columbus
Pathology Laboratories to Columbus Pathology Associates.

     NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereto hereby agree as follows;

     (1)  The name of the partnership shall from this day be Columbus Pathology
Associates, or such other name as the partners may later adopt.

     (2)  In all other respects the Partnership Agreement entered into between
these parties January 1, 1980, is hereby ratified and reaffirmed.

     WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which may be considered as an original, on the date first hereinabove
written.

JOHN H. PARKER, JR., M.D.,                 BEN F. MARTIN M.D., F.C.A.P.
F.C.A.P., A PROFESSIONAL                   A PROFESSIONAL ASSOCIATION
ASSOCIATION


By /s/ John H. Parker, Jr., M.D.           By /s/ Ben F. Martin M.D., F.C.A.P.
   ------------------------                   -----------------------------
Its President                              Its president



                               VALUATION SCHEDULE

     This Valuation Schedule is executed this 3rd day of March, 1988, by and
between BEN F. MARTIN, M.D., F.C.A.P., a Professional Association (hereinafter
Martin), and JOHN H. PARKER, JR., M.D., F.C.A.P., Professional Association
(hereinafter Parker), both of which are Mississippi professional corporations,
domiciled in Columbus, Lowndes County, Mississippi.

                              W I T N E S S E T H:

     WHEREAS, the parties have heretofore on January 1, 1980, entered into a
Partnership Agreement and a Disability Buy-Out Agreement both of which make
provision for a valuation of a partner's interest in the partnership in the
event of the death or disability of such partner; and,

     WHEREAS, both the Partnership Agreement and the Disability Buy-Out
Agreement provide for a redetermination of such value to be entered into a
valuation schedule to be attached as Exhibit "A" to said documents and,

     WHEREAS, the parties hereto desire to provide a valuation schedule to be
attached as an exhibit to the aforesaid Partnership Agreement and Disability
Buy-out Agreement of January 1, 1980.

     NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:

     (1)  As of the date hereof, the value of each partner's interest in the
partnership is the sum of Five Hundred and Fifty Thousand and 00/100ths Dollars
($550,000.00) per partner or a total of One Million One Hundred Thousand and
00/100ths Dollars ($1,100,000.00) for the partnership.



     (2)  This Valuation Schedule is executed this 3rd day of March, 1988.


                                         BEN F. MARTIN, M.D., F.C.A.P.
                                         A Professional Association

                                         By /s/ Ben F. Martin, M.D.
                                           ----------------------------------
                                         Its President

                                         JOHN H. PARKER, JR., M.D..
                                         F.C.A.P. A Professional Association

                                         By /s/ John H. Parker, Jr.
                                           ----------------------------------
                                         Its President



                       AMENDMENT TO PARTNERSHIP AGREEMENT

     This Amendment to Partnership Agreement is made and entered into on this
the 2nd day of January, 1990, by and between Ben F. Martin, M.D., F.C.A.P., a
professional association (hereinafter MARTIN), and John H. Parker, Jr., M.D.,
F.C.A.P,, a professional association (hereinafter PARKER), both of which are
Mississippi professional corporations, domiciled in Columbus, Lowndes County,
Mississippi.

                              W I T N E S S E T H:

     WHEREAS, the parties did on January 1, 1980, enter into a partnership
agreement which partnership agreement provided that if the M.D. employee of a
partner dies while said agreement is in force, the other partner shall purchase,
and the partner whose M.D employee has died, shall sell, all of the latter's
interest in the partnership at a price redetermined at the end of each calendar
year; and,

     WHEREAS, the parties have purchased policies of insurance on the lives of
the M.D. employees of each partner as a means of funding said agreements; and,

     WHEREAS, Dr. John H. Parker, Jr., the M.D. employee of PARKER, desires to
assign the first $150,000.00 of the proceeds of the policy on his life to
National Bank of Commerce of Mississippi, Columbus, Mississippi, to secure his
repayment of a loan to said bank; and,

     WHEREAS, the parties hereto agree that in the event of the death of Dr.
John H. Parker, Jr., prior to the repayment of said loan, any amount paid on
said loan from the proceeds of such policy should be credited against the price
which MARTIN must pay to PARKER for PARKER's interest in the partnership.

     NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:



     (1)  Dr. John H Parker, Jr., may assign to National Bank of Commerce of
Mississippi, Columbus, Mississippi, the first $150,000.00 of the proceeds of
Executive Life Insurance Company's policy number 11482276 on the life of Dr.
John H. Parker, Jr.

     (2)  If at the death of Dr. John H- Parker, Jr. any of the proceeds of said
insurance policy are paid to National Bank of Commerce of Mississippi, Columbus,
Mississippi, to satisfy Dr. Parker's obligation to said bank, then the price
which MARTIN is required to pay to PARKER for PARKER'S interest in the
partnership shall be reduced by the amount paid to National Bank of Commerce of
Mississippi, Columbus, Mississippi.

     (3)  In all other respects, the partnership agreement between these parties
dated January 1, 1960, is hereby ratified and reaffirmed.

     WITNESS THE EXECUTION HEREOF in duplicate originals, either executed copy
of which may be considered as an original, on the date first hereinabove
written.


                                         BEN F. MARTIN, M.D., F.C.A.P
                                         A Professional Association

                                         By /s/ Ben F. Martin, M.D.
                                           ----------------------------------
                                         Its President


                                         JOHN H. PARKER, JR., M.D.,
                                         F.C.A.P.
                                         A Professional Association

                                         By /s/ John H. Parker, Jr., M.D.
                                           ----------------------------------
                                         Its President



                       AMENDMENT TO PARTNERSHIP AGREEMENT

     This Amendment to partnership Agreement Is made and entered Into on this
the 14th. day of April, 1991, by and between Ben F. Martin M.D., F.C.A.P., a
professional association, (hereinafter MARTIN) and John H. Parker, Jr., M.D.,
F.C.A.P., a professional association, (hereinafter PARKER), both of which are
Mississippi Professional Corporations, domiciled in Columbus, Lowndes County,
Mississippi.

                              W I T N E S S E T H:

     WHEREAS, the parties did on January 1, 1980, enter into a partnership
agreement, which said partnership agreement provided that if the M.D. employee
of a partner dies while said agreement is in force, the other partner shall
purchase, and the partner whose M.D. employee has died, shall sell, all of the
latter's interest in the partnership at a price determined at the end of each
calendar year; and,

     WHEREAS, the parties have purchased policies of insurance on the lives of
the M.D. employee of each partner as a means of funding said agreement; and

     WHEREAS, the parties desire that the obligation of the surviving partner to
purchase the interest in the partnership of a partner whose M.D. employee has
died, be limited to the proceeds of the aforementioned insurance policies.

     NOW, THEREFORE, in consideration of the premises, and the covenants and
agreements hereinafter contained, the parties hereby agree as follows:

     (1)  In the event of the death of Dr. John H Parker, Jr., the price to be
paid by MARTIN for the interest of PARKER shall not exceed the proceeds of
Executive Life Insurance Company's policy number C11188594L on the life of Dr.
John H. Parker, Jr.

     (2)  In the event of the death of Dr. Ben F. Martin, the price to be paid
by PARKER for the interest of MARTIN shall not exceed the proceeds of Executive
Life Insurance Company's policy number C11152534T on the life of Dr. Ben F.
Martin.

                                        1


     (3)  In all other respects, the partnership between the parties dated
January 1, 1980, as it may have been heretofore, is hereby ratified and
reaffirmed.

     WITNESS THE, EXECUTION HEREOF in duplicate originals, either executed copy
which may be considered as an original, on the date first hereinabove written.


                                       BEN F. MARTIN, M.D, F.C.A.P.,
                                       A Professional Association

                                       BY /s/ Ben F. Martin, M.D, F.C.A.P.,
                                         ---------------------------------------
                                       Its President

                                       JOHN H. PARKER, JR., M.D., F.C.A.P.,
                                       A Professional Association

                                       BY /s/ John H. Parker, Jr., M.D. F.C.A.P.
                                         ---------------------------------------
                                       Its President

                                        2



                       AMENDMENT TO PARTNERSHIP AGREEMENT

     We, the undersigned, agree to amend the Amendment to Partnership Agreement
of April 19, 1991, as follows:

     (1)  In the event of the death of Dr. John H. Parker, Jr., the price to be
paid by MARTIN for the interest of PARKER shall not exceed the proceeds of The
Prudential Life Insurance Company's policy number 77-782-264 plus the proceeds
of Aurora Life Insurance Company's policy number C11188594L less the amount
obligated to National Bank of Commerce, Columbus, Mississippi, by the Amendment
to Partnership Agreement dated January, 1990.

     (2)  In the event of the death of Dr. Ben F. Martin, the price to be paid
by PARKER for the interest of MARTIN shall not exceed the proceeds of The
Prudential Life Insurance Company's policy number 77-783-016 on the life of Dr.
Ben F. Martin.

     (3)  In all other respects, the Partnership Agreement between the parties
dated January 1, 1980, as it may have been heretofore amended, is hereby
ratified and reaffirmed.


                                         BEN F. MARTIN, M.D., F.C.A.P.,
                                         A Professional Association

                                         BY /s/ Ben F. Martin, M.D.
                                           -----------------------------------
                                         Its President

                                         JOHN H. PARKER, JR., M.D., F.C.A.P.
                                         A Professional Association

                                         BY /s/ John H. Parker, M.D.
                                           -----------------------------------
                                         Its President

                                                                          9-9-97



                       AMENDMENT TO PARTNERSHIP AGREEMENT

     This amendment to partnership agreement is made and entered into on this
the 22nd day of December 1991, by and between Ben Martin, M.D., F.C.A.P.
a professional association (hereinafter MARTIN) and John H. Parker, Jr., M.D.,
F.C.A.P. a professional association (hereinafter PARKER), both of which are
Mississippi professional corporations, domiciled in Columbus, Lowndes County,
Mississippi. Both may be referred to as parties.

                                   WITNESSETH:

     WHEREAS, the parties did on January 1 1980, enter into a partnership
agreement which said partnership agreement provided that if the M.D. employee of
a partner dies while said agreement is in force, the other partner shall
purchase and the partner whose M.D. employee has died, shall sell all of the
latter's interest in the partnership at a price determined at the end of each
calendar year; and,

     WHEREAS, the parties have negotiated and executed a sale of said
partnership and have converted all their ownership interests into stock in the
corporation known as Pathology Consultants of America; and,

     WHEREAS, the parties no longer desire or need an obligation to purchase or
sell the interest of a partner pursuant to said agreement.

     NOW, THEREFORE, the parties do hereby agree to amend the Partnership
Agreement and any subsequent amendments to delete any requirement or necessity
of either purchase or sale in the event of death of either of the partners and
to further delete the requirement that there be paid and maintained insurance as
contemplated in said



agreement and all subsequent amendments.

     The parties further agree that, pursuant to Section 3 of a former Amendment
to prior Amendment of Partnership Agreement executed in September, 1997 by the
parties, that although said requirement is now null and void, either party at
his option, may continue to maintain said policies at his respective expense and
to make whatever changes he may desire to the beneficiaries of those policies.

     All other provisions and requirements of the original agreement and any and
all amendments not otherwise changed herein shall remain in full force and
effect.

     WITNESS THE EXECUTION HEREOF in duplicate originals either executed copy
which may be considered as an original, on the date first above written.


                                         BEN F. MARTIN, M.D., F.C.A.P.,
                                         A PROFESSIONAL ASSOCIATION

                                         BY: /s/ Ben F. Martin, M.D.
                                            ----------------------------------
                                            ITS PRESIDENT

                                         JOHN H. PARKER, JR., M.D., F.C.A.P.,
                                         A PROFESSIONAL ASSOCIATION

                                         BY: /s/ John H. Parker, Jr., M.D.
                                            -----------------------------------
                                            ITS PRESIDENT

This document was prepared by:
H.J. DAVIDSON, JR., MS BAR #05804
CARTER & DAVIDSON
POST OFFICE BOX 981
407 SEVENTH STREET NORTH
COLUMBUS, MS 39703-0981
(601)328-2861

EX-3.72

                                                                    EXHIBIT 3.72

                                     CHARTER
                                       OF
                                   CPA I, INC.

                                   ARTICLE ONE
                                      NAME

          The name of the corporation is CPA I Inc

                                   ARTICLE TWO
                               PROFIT CORPORATION

          The corporation is organized for profit

                                  ARTICLE THREE
                           REGISTERED OFFICE AND AGENT

          The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Suite 400, Nashville, Davidson County, Tennessee
37215. The initial registered agent of the corporation at its registered
office is Brian C. Carr.

                                  ARTICLE FOUR
                                PRINCIPAL OFFICE

          The mailing address of the initial principal office of the corporation
is 20 Burton Hills Boulevard, Suite 400, Nashville, Tennessee 37215.

                                  ARTICLE FIVE
                                AUTHORIZED SHARES

          The total number of shares of all classes of capital stock which
the corporation shall have the authority to issue is one thousand (1,000)
shares of common stock $.01 par value per share with unlimited voting rights
and rights to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX
                           INITIAL BOARD OF DIRECTORS

          The initial Board of Directors shall consist of one member whose name
and address are as follows:

                                  Brian C Carr
                      Pathology Consultants of America, Inc
                            20 Burton Hills Boulevard
                                    Suite 400
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN
                        LIMITATION OF DIRECTOR LIABILITY

          A director of the corporation shall not be liable to the
corporation or to its shareholders for monetary damages for breach of
fiduciary duty as a director except for [ILLEGIBLE] any breach of the
director's duty of loyalty to the corporation or its shareholders, (b) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (c) under Section 18-18-.04 of the Tennessee
Business Corporation Act (the "ACT"). Any repeal or modification of the
provisions of this Article Seven by the shareholders of the corporation shall
be prospective only and shall not adversely affect any limitation on the
personal liability of a director of the corporation with respect to any act
or omission occurring prior to the effective date of such repeat or
modification. If the Act is hereafter amended to authorize the further
elimination or limitation of the liability of directors, then the liability
of a director of the corporation, in addition to the limitation on liability
provided herein, shall be limited to the fullest extent permitted by such
amended Act. In the event that any of the provision of this Article Seven
including [ILLEGIBLE] provision within a single sentence) is held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable the
remaining provisions are severable and shall remain enforceable, to the
fullest extent permitted by law.



                                  ARTICLE EIGHT
                                  INCORPORATOR

          The name and address of the incorporator are as follows

                                Peter C November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

          IN WITNESS WHEREOF, the undersigned executes this Charter this 14th
day of October, 1999:


                                            /s/ Peter C November
                                         -----------------------------
                                         Peter C November
                                         Incorporator

EX-3.73

                                                                    EXHIBIT 3.73

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

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


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

                                   CPA I, INC.

                                     BYLAWS

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


                                                  Adopted as of October 20, 1999

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                                   CPA I, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                          Page
                                                                                                     
ARTICLE I           OFFICES.............................................................................   1
    Section 1.1     Principal and Registered Office.....................................................   1
    Section 1.2     Other Offices.......................................................................   1

ARTICLE II          MEETINGS OF SHAREHOLDERS............................................................   1
    Section 2.1     Location............................................................................   1
    Section 2.2     Annual Meetings.....................................................................   1
    Section 2.3     Notice of Annual Meetings...........................................................   1
    Section 2.4     Special Meetings....................................................................   1
    Section 2.5     Notice of Special Meetings..........................................................   1
    Section 2.6     Business of Special Meetings........................................................   2
    Section 2.7     Shareholder List....................................................................   2
    Section 2.8     Quorum..............................................................................   2
    Section 2.9     Action by Shareholders..............................................................   2
    Section 2.10    Voting..............................................................................   2
    Section 2.11    Waiver of Notice....................................................................   2
    Section 2.12    Action Without a Shareholders' Meeting..............................................   2

ARTICLE III         BOARD OF DIRECTORS..................................................................   3
    Section 3.1     General Powers; Number, Tenure and Qualifications...................................   3
    Section 3.2     Vacancies...........................................................................   3
    Section 3.3     Location of Meetings...............,................................................   3
    Section 3.4     Organizational Meetings.............................................................   3
    Section 3.5     Regular Meetings....................................................................   3
    Section 3.6     Special Meetings..,,................................................................   3
    Section 3.7     Meetings by Conference Telephone, etc...............................................   3
    Section 3.8     Quorum..............................................................................   3
    Section 3.9     Action Without a Meeting............................................................   4
    Section 3.10    Committees..........................................................................   4
    Section 3.11    Committee Minutes and Reports.......................................................   4
    Section 3.12    Compensation........................................................................   4
    Section 3.13    Transactions with Directors, etc....................................................   4
    Section 3.14    Removal of Directors................................................................   5

ARTICLE IV          NOTICES.............................................................................   5
    Section 4.1     Manner of Giving Notice.............................................................   5
    Section 4.2     Waiver of Notice....................................................................   5

ARTICLE V           OFFICERS............................................................................   5
    Section 5.1     Officers, Elections, Terms..........................................................   5
    Section 5.2     Duties of the Chairman of the Board.................................................   5




                                                                                                    
    Section 5.3     Duties of the President.............................................................   6
    Section 5.4     Vice Presidents.....................................................................   6
    Section 5.5     Treasurer...........................................................................   6
    Section 5.6     Assistant Treasurer.................................................................   6
    Section 5.7     Secretary...........................................................................   7
    Section 5.8     Assistant Secretaries...............................................................   7
    Section 5.9     Compensation........................................................................   7
    Section 5.10    Other Officers......................................................................   7
    Section 5.11    Vacancies...........................................................................   7
    Section 5.12    Removal of Officers.................................................................   7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC...............................................   7
    Section 6.1     Contracts, etc., How Executed.......................................................   7
    Section 6.2     Checks, Drafts, etc.................................................................   8
    Section 6.3     Deposits........,...................................................................   8
    Section 6.4     General and Special Bank Accounts...................................................   8

 ARTICLE VII        SHARES..............................................................................   8
    Section 7.1     Certificates for Shares.............................................................   8
    Section 7.2     Transfer of Shares..........:.......................................................   9
    Section 7.3     Regulations.........................................................................   9
    Section 7.4     Date for Determining Shareholders of Record.........................................   9
    Section 7.5     Lost, Destroyed and Mutilated Certificates..........................................   9
    Section 7.6     Examination of Books by Shareholders................................................  10

 ARTICLE VIII       INDEMNIFICATION.....................................................................  10
    Section 8.1     Definitions and References..........................................................  10
    Section 8.2     Indemnification of and Advancement of Expenses to Directors.........................  10
    Section 8.3     Indemnification of and Advancement of Expenses to Officers, Employees
                    and Agents..........................................................................  10
    Section 8.4     Liability Insurance...........................-.....................................  10
    Section 8.5     Contract Rights.....................................................................  11
    Section 8.6     Non-exclusivity.....................................................................  11
    Section 8.7     Amendments..........................................................................  11
    Section 8.8     Severability........................................................................  11

ARTICLE EX          WAIVER OF NOTICE.......................,............................................  11

ARTICLE X           SEAL................................................................................  11

ARTICLE XI          FISCAL YEAR.........................................................................  12

ARTICLE XII         AMENDMENTS..........................................................................  12



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                                   CPA I, INC.

                                     BYLAWS

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

                                    ARTICLE 1
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting forth the action so taken, and

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shall be signed by each of the holders of outstanding shares entitled to vote on
such matter, indicating each signing shareholder's vote or abstention on the
action. Any such consent shall be delivered to the Corporation for inclusion in
the minutes or filing with the corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may otherwise

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specifically be provided by statute, the Charter or these Bylaws. If a quorum is
not present at any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

          (a)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

          (b)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was authorized, approved or ratified by
     the vote of the disinterested holders of a majority of the shares entitled
     to vote thereon; or

          (c)       The transaction was fair as to the Corporation.

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     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV
                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general

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supervision and direction of the other officers, employees and agents of the
Corporation and shall see that their duties, as assigned by the Board, are
properly performed. He shall designate and assign the duties of the officers
under his supervision, with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer or the Board. At the request of the
Treasurer, or in case of his absence or inability to act, any Assistant
Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports,

                                       -6-


statements and other documents required by law are properly kept and filed; may
sign, with any other proper officer of the Corporation thereunto authorized,
certificates for shares, securities or evidences of indebtedness of the
Corporation; and, in general, shall perform all the duties incident to the
office of the Secretary and such other duties as from time to time may be
assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount. In
general, absent specific authorization of the Board of Directors, and then only
for the specific purposes and time set forth by the Board, no Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer may enter into any
contract or instrument on behalf of the Corporation without the signature of the
President or the Senior Vice President; PROVIDED nothing herein shall prevent
such officers from attesting the signatures of other officers duly authorized to
execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

                                       -7-


     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII
                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled, except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates

                                       -8-


for Corporation shares. It may appoint, or authorize the Chairman or President
to appoint, one or more transfer agents and one or more registrars, and may
require all certificates for shares of the Corporation to bear the signature or
signatures of any such transfer agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

          (a)       In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

          (b)       If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or certificates for shares, upon the surrender of the mutilated
certificate, or in case of loss or destruction of the certificate, upon proof
satisfactory to the Board of such loss or destruction, and the Board or its
delegee may, in its discretion, require the owner of the lost, destroyed or
mutilated certificate, or his legal representatives, to give the Corporation a
bond, in such sum and with such surety or sureties as it may direct, or to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, destruction or mutilation of any such certificate
or the issuance of such new certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                       -9-


                                  ARTICLE VIII
                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent, whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of

                                      -10-


expenses as set forth herein shall be effective as to any director or officer of
the Corporation with respect to any action taken or omitted by such person prior
to such amendment, modification or rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X
                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -11-


                                                                    EXHIBIT 3.73

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

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


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

                                   CPA I, INC.

                                     BYLAWS

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


                                                  Adopted as of October 20, 1999

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

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



                                   CPA I, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                          Page
                                                                                                     
ARTICLE I           OFFICES.............................................................................   1
    Section 1.1     Principal and Registered Office.....................................................   1
    Section 1.2     Other Offices.......................................................................   1

ARTICLE II          MEETINGS OF SHAREHOLDERS............................................................   1
    Section 2.1     Location............................................................................   1
    Section 2.2     Annual Meetings.....................................................................   1
    Section 2.3     Notice of Annual Meetings...........................................................   1
    Section 2.4     Special Meetings....................................................................   1
    Section 2.5     Notice of Special Meetings..........................................................   1
    Section 2.6     Business of Special Meetings........................................................   2
    Section 2.7     Shareholder List....................................................................   2
    Section 2.8     Quorum..............................................................................   2
    Section 2.9     Action by Shareholders..............................................................   2
    Section 2.10    Voting..............................................................................   2
    Section 2.11    Waiver of Notice....................................................................   2
    Section 2.12    Action Without a Shareholders' Meeting..............................................   2

ARTICLE III         BOARD OF DIRECTORS..................................................................   3
    Section 3.1     General Powers; Number, Tenure and Qualifications...................................   3
    Section 3.2     Vacancies...........................................................................   3
    Section 3.3     Location of Meetings...............,................................................   3
    Section 3.4     Organizational Meetings.............................................................   3
    Section 3.5     Regular Meetings....................................................................   3
    Section 3.6     Special Meetings..,,................................................................   3
    Section 3.7     Meetings by Conference Telephone, etc...............................................   3
    Section 3.8     Quorum..............................................................................   3
    Section 3.9     Action Without a Meeting............................................................   4
    Section 3.10    Committees..........................................................................   4
    Section 3.11    Committee Minutes and Reports.......................................................   4
    Section 3.12    Compensation........................................................................   4
    Section 3.13    Transactions with Directors, etc....................................................   4
    Section 3.14    Removal of Directors................................................................   5

ARTICLE IV          NOTICES.............................................................................   5
    Section 4.1     Manner of Giving Notice.............................................................   5
    Section 4.2     Waiver of Notice....................................................................   5

ARTICLE V           OFFICERS............................................................................   5
    Section 5.1     Officers, Elections, Terms..........................................................   5
    Section 5.2     Duties of the Chairman of the Board.................................................   5




                                                                                                    
    Section 5.3     Duties of the President.............................................................   6
    Section 5.4     Vice Presidents.....................................................................   6
    Section 5.5     Treasurer...........................................................................   6
    Section 5.6     Assistant Treasurer.................................................................   6
    Section 5.7     Secretary...........................................................................   7
    Section 5.8     Assistant Secretaries...............................................................   7
    Section 5.9     Compensation........................................................................   7
    Section 5.10    Other Officers......................................................................   7
    Section 5.11    Vacancies...........................................................................   7
    Section 5.12    Removal of Officers.................................................................   7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC...............................................   7
    Section 6.1     Contracts, etc., How Executed.......................................................   7
    Section 6.2     Checks, Drafts, etc.................................................................   8
    Section 6.3     Deposits........,...................................................................   8
    Section 6.4     General and Special Bank Accounts...................................................   8

 ARTICLE VII        SHARES..............................................................................   8
    Section 7.1     Certificates for Shares.............................................................   8
    Section 7.2     Transfer of Shares..........:.......................................................   9
    Section 7.3     Regulations.........................................................................   9
    Section 7.4     Date for Determining Shareholders of Record.........................................   9
    Section 7.5     Lost, Destroyed and Mutilated Certificates..........................................   9
    Section 7.6     Examination of Books by Shareholders................................................  10

 ARTICLE VIII       INDEMNIFICATION.....................................................................  10
    Section 8.1     Definitions and References..........................................................  10
    Section 8.2     Indemnification of and Advancement of Expenses to Directors.........................  10
    Section 8.3     Indemnification of and Advancement of Expenses to Officers, Employees
                    and Agents..........................................................................  10
    Section 8.4     Liability Insurance...........................-.....................................  10
    Section 8.5     Contract Rights.....................................................................  11
    Section 8.6     Non-exclusivity.....................................................................  11
    Section 8.7     Amendments..........................................................................  11
    Section 8.8     Severability........................................................................  11

ARTICLE EX          WAIVER OF NOTICE.......................,............................................  11

ARTICLE X           SEAL................................................................................  11

ARTICLE XI          FISCAL YEAR.........................................................................  12

ARTICLE XII         AMENDMENTS..........................................................................  12



                                     - ii -



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

                                   CPA I, INC.

                                     BYLAWS

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

                                    ARTICLE 1
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting forth the action so taken, and

                                       -2-


shall be signed by each of the holders of outstanding shares entitled to vote on
such matter, indicating each signing shareholder's vote or abstention on the
action. Any such consent shall be delivered to the Corporation for inclusion in
the minutes or filing with the corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may otherwise

                                       -3-


specifically be provided by statute, the Charter or these Bylaws. If a quorum is
not present at any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

          (a)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

          (b)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was authorized, approved or ratified by
     the vote of the disinterested holders of a majority of the shares entitled
     to vote thereon; or

          (c)       The transaction was fair as to the Corporation.

                                       -4-


     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV
                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general

                                       -5-


supervision and direction of the other officers, employees and agents of the
Corporation and shall see that their duties, as assigned by the Board, are
properly performed. He shall designate and assign the duties of the officers
under his supervision, with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer or the Board. At the request of the
Treasurer, or in case of his absence or inability to act, any Assistant
Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports,

                                       -6-


statements and other documents required by law are properly kept and filed; may
sign, with any other proper officer of the Corporation thereunto authorized,
certificates for shares, securities or evidences of indebtedness of the
Corporation; and, in general, shall perform all the duties incident to the
office of the Secretary and such other duties as from time to time may be
assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount. In
general, absent specific authorization of the Board of Directors, and then only
for the specific purposes and time set forth by the Board, no Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer may enter into any
contract or instrument on behalf of the Corporation without the signature of the
President or the Senior Vice President; PROVIDED nothing herein shall prevent
such officers from attesting the signatures of other officers duly authorized to
execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

                                       -7-


     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII
                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled, except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates

                                       -8-


for Corporation shares. It may appoint, or authorize the Chairman or President
to appoint, one or more transfer agents and one or more registrars, and may
require all certificates for shares of the Corporation to bear the signature or
signatures of any such transfer agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

          (a)       In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

          (b)       If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or certificates for shares, upon the surrender of the mutilated
certificate, or in case of loss or destruction of the certificate, upon proof
satisfactory to the Board of such loss or destruction, and the Board or its
delegee may, in its discretion, require the owner of the lost, destroyed or
mutilated certificate, or his legal representatives, to give the Corporation a
bond, in such sum and with such surety or sureties as it may direct, or to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, destruction or mutilation of any such certificate
or the issuance of such new certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                       -9-


                                  ARTICLE VIII
                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent, whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of

                                      -10-


expenses as set forth herein shall be effective as to any director or officer of
the Corporation with respect to any action taken or omitted by such person prior
to such amendment, modification or rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X
                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -11-

EX-3.74

                                                                    EXHIBIT 3.74

                                     CHARTER
                                       OF
                                  CPA II, INC.

                                   ARTICLE ONE
                                      NAME

          The name of the corporation is CPA II, Inc.

                                   ARTICLE TWO
                               PROFIT CORPORATION

          The corporation is organized for profit.

                                  ARTICLE THREE
                           REGISTERED OFFICE AND AGENT

          The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Suite 400, Nashville, Davidson County, Tennessee 37215.
The initial registered agent of the corporation at its registered office is
Brian C. Carr.

                                  ARTICLE FOUR
                                PRINCIPAL OFFICE

          The mailing address of the initial principal office of the corporation
is 20 Burton Hills Boulevard, Suite 400, Nashville, Tennessee 37215.

                                  ARTICLE FIVE
                                AUTHORIZED SHARES

          The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX
                           INITIAL BOARD OF DIRECTORS

          The initial Board of Directors shall consist of one member whose name
and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 400
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN
                        LIMITATION OF DIRECTOR LIABILITY

          A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


[SEAL]

                                  ARTICLE EIGHT
                                  INCORPORATOR

          The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           120i West Peachtree Street
                           Atlanta, Georgia 30309-3424

          IN WITNESS WHEREOF, the undersigned executes this Charter this 14th
day of October, 1999.

                                                  /s/ Peter C. November
                                                  -----------------------------
                                                  Peter C. November
                                                  Incorporator

                                       -3-

EX-3.75

                                                                    EXHIBIT 3.75

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

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


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

                                  CPA II, INC.

                                     BYLAWS

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


                                                  Adopted as of October 20, 1999

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

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



                                  CPA II, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                    PAGE
                                                                               
ARTICLE I           OFFICES..........................................................1
    Section 1.1     Principal and Registered Office..................................1
    Section 1.2     Other Offices....................................................1

ARTICLE II          MEETINGS OF SHAREHOLDERS.........................................1
    Section 2.1     Location.........................................................1
    Section 2.2     Annual Meetings..................................................1
    Section 2.3     Notice of Annual Meetings........................................1
    Section 2.4     Special Meetings.................................................1
    Section 2.5     Notice of Special Meetings.......................................1
    Section 2.6     Business of Special Meetings.....................................2
    Section 2.7     Shareholder List.................................................2
    Section 2.8     Quorum...........................................................2
    Section 2.9     Action by Shareholders...........................................2
    Section 2.10    Voting...........................................................2
    Section 2.11    Waiver of Notice.................................................2
    Section 2.12    Action Without a Shareholders' Meeting...........................2

ARTICLE III         BOARD OF DIRECTORS...............................................3
    Section 3.1     General Powers; Number, Tenure and Qualifications................3
    Section 3.2     Vacancies........................................................3
    Section 3.3     Location of Meetings.............................................3
    Section 3.4     Organizational Meetings..........................................3
    Section 3.5     Regular Meetings.................................................3
    Section 3.6     Special Meetings.................................................3
    Section 3.7     Meetings by Conference Telephone, etc............................3
    Section 3.8     Quorum...........................................................3
    Section 3.9     Action Without a Meeting.........................................4
    Section 3.10    Committees.......................................................4
    Section 3.11    Committee Minutes and Reports....................................4
    Section 3.12    Compensation.....................................................4
    Section 3.13    Transactions with Directors, etc.................................4
    Section 3.14    Removal of Directors.............................................5

ARTICLE IV          NOTICES..........................................................5
    Section 4.1     Manner of Giving Notice..........................................5
    Section 4.2     Waiver of Notice.................................................5

ARTICLE V           OFFICERS.........................................................5
    Section 5.1     Officers, Elections, Terms.......................................5
    Section 5.2     Duties of the Chairman of the Board..............................5




                                                                              
    Section 5.3     Duties of the President..........................................6
    Section 5.4     Vice Presidents..................................................6
    Section 5.5     Treasurer........................................................6
    Section 5.6     Assistant Treasurer..............................................6
    Section 5.7     Secretary........................................................7
    Section 5.8     Assistant Secretaries............................................7
    Section 5.9     Compensation.....................................................7
    Section 5.10    Other Officers...................................................7
    Section 5.11    Vacancies........................................................7
    Section 5.12    Removal of Officers..............................................7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC............................7
    Section 6.1     Contracts, etc., How Executed....................................7
    Section 6.2     Checks, Drafts, etc..............................................8
    Section 6.3     Deposits.........................................................8
    Section 6.4     General and Special Bank Accounts................................8

ARTICLE VII         SHARES...........................................................8
    Section 7.1     Certificates for Shares..........................................8
    Section 7.2     Transfer of Shares...............................................9
    Section 7.3     Regulations......................................................9
    Section 7.4     Date for Determining Shareholders of Record......................9
    Section 7.5     Lost, Destroyed and Mutilated Certificates.......................9
    Section 7.6     Examination of Books by Shareholders............................10

ARTICLE VIII        INDEMNIFICATION.................................................10
    Section 8.1     Definitions and References......................................10
    Section 8.2     Indemnification of and Advancement of Expenses to Directors.....10
    Section 8.3     Indemnification of and Advancement of Expenses to Officers,
                    Employees and Agents............................................10
    Section 8.4     Liability Insurance.............................................10
    Section 8.5     Contract Rights.................................................11
    Section 8.6     Non-exclusivity.................................................11
    Section 8.7     Amendments......................................................11
    Section 8.8     Severability....................................................11

ARTICLE IX          WAIVER OF NOTICE................................................11

ARTICLE X           SEAL............................................................11

ARTICLE XI          FISCAL YEAR.....................................................12

ARTICLE XII         AMENDMENTS......................................................12



                                      -ii-



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

                                  CPA II, INC.

                                     BYLAWS

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

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting forth the action so taken, and

                                       -2-


shall be signed by each of the holders of outstanding shares entitled to vote on
such matter, indicating each signing shareholder's vote or abstention on the
action. Any such consent shall be delivered to the Corporation for inclusion in
the minutes or filing with the corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may otherwise

                                       -3-


specifically be provided by statute, the Charter or these Bylaws. If a quorum is
not present at any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

          (a)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

          (b)       The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was authorized, approved or ratified by
     the vote of the disinterested holders of a majority of the shares entitled
     to vote thereon; or

          (c)       The transaction was fair as to the Corporation.

                                       -4-


     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV
                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general

                                       -5-


supervision and direction of the other officers, employees and agents of the
Corporation and shall see that their duties, as assigned by the Board, are
properly performed. He shall designate and assign the duties of the officers
under his supervision, with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer or the Board. At the request of the
Treasurer, or in case of his absence or inability to act, any Assistant
Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports,

                                       -6-


statements and other documents required by law are properly kept and filed; may
sign, with any other proper officer of the Corporation thereunto authorized,
certificates for shares, securities or evidences of indebtedness of the
Corporation; and, in general, shall perform all the duties incident to the
office of the Secretary and such other duties as from time to time may be
assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount. In
general, absent specific authorization of the Board of Directors, and then only
for the specific purposes and time set forth by the Board, no Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer may enter into any
contract or instrument on behalf of the Corporation without the signature of the
President or the Senior Vice President; PROVIDED nothing herein shall prevent
such officers from attesting the signatures of other officers duly authorized to
execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

                                       -7-


     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII
                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing certificates until such existing certificate shall have been so
cancelled, except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates

                                       -8-


for Corporation shares. It may appoint, or authorize the Chairman or President
to appoint, one or more transfer agents and one or more registrars, and may
require all certificates for shares of the Corporation to bear the signature or
signatures of any such transfer agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

          (a)       In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

          (b)       If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or certificates for shares, upon the surrender of the mutilated
certificate, or in case of loss or destruction of the certificate, upon proof
satisfactory to the Board of such loss or destruction, and the Board or its
delegee may, in its discretion, require the owner of the lost, destroyed or
mutilated certificate, or his legal representatives, to give the Corporation a
bond, in such sum and with such surety or sureties as it may direct, or to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, destruction or mutilation of any such certificate
or the issuance of such new certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                       -9-


                                  ARTICLE VIII
                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent, whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of

                                      -10-


expenses as set forth herein shall be effective as to any director or officer of
the Corporation with respect to any action taken or omitted by such person prior
to such amendment, modification or rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X
                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -11-

EX-3.76

                                                                    EXHIBIT 3.76

                                                                    126827

                                                                          [SEAL]

                            ARTICLES OF INCORPORATION

                                       OF

                         DERMATOPATHOLOGY SERVICES, P.C.

TO:  THE HONORABLE JUDGE OF PROBATE
     OF JEFFERSON COUNTY, ALABAMA

          I, the undersigned, Walter P. Little, Jr., M.D., having attained the
age of majority under the laws of the State of Alabama, being a duly licensed
physician qualified to practice medicine pursuant to the laws of the State of
Alabama, and desiring to form a Professional Corporation, do hereby form this
professional corporation pursuant to the provisions of the CODE OF ALABAMA
(1975) Section 10-4-380 through Section 10-4-406, and certify as follows:

                                    ARTICLE I
                                      NAME

The name of the corporation is:

                         DERMATOPATHOLOGY SERVICES, PLC

                                                                          [SEAL]



                                   ARTICLE II
                                     PURPOSE

          The purpose for which the Corporation is organized is to engage in
every phase and aspect of the practice of medicine and to render services
ancillary thereto, in accordance with the laws of Alabama and in accordance with
the canons of professional ethics.

          The Corporation shall not engage in any business other than the
practice of medicine and the rendering of services ancillary thereto. However,
it may invest its funds in real estate, mortgages, stocks, bonds or any other
type of investment and may own real or personal property necessary or
appropriate for rendering professional medical services.

                                   ARTICLE III
                            GOVERNING LAW AND POWERS

          The Corporation shall be governed by the "Revised Alabama Professional
Corporation Act," CODE OF ALABAMA (1975), Section 10-4-380 through Section
10-4-406, including all amendments thereto, and by the "Alabama Business
Corporation Act," CODE OF ALABAMA (1975), Section 10-2A-1 through Section
10-2A-339, including all amendments thereto, except to the extent that the
provisions of such Business Corporation Act are inconsistent with the provisions
of the aforementioned Revised Alabama Professional Corporation Act; and all
other laws of Alabama governing or applicable to professional corporations,
except to the extent that such laws

                                       -2-


are inconsistent with the provisions of the Revised Alabama Professional
Corporation Act. The Corporation shall have all the powers and privileges
necessary or convenient to effectuate its purposes, including those enumerated
in the Alabama Business Corporation Act and the Revised Alabama Professional
Corporation Act. The powers of the Corporation pursuant to the laws of Alabama
include, without limitation, the following powers:

          A.   To purchase, acquire, hold, improve, sell, convey, assign,
exchange, release, mortgage, encumber, lease, hire, and deal in real and
personal property of every kind and character insofar as the same shall be
necessary or appropriate in connection with the lawful purposes of this
Corporation.

          B.   To enter into, make and perform, in its own name, contracts of
every kind for any lawful purpose without limit as to amount, with any person,
firm, association, corporation, municipality, county, state, territory,
government, governmental subdivision or body politic.

          C.   To sue and be sued as an independent entity.

          D.   To borrow and lend money, without security, or upon the giving or
receipt of such security as the Board of Directors of this Professional
Corporation may deem advisable by way of mortgage, pledge, transfer, assignment,
or otherwise, of real and personal property of every nature and description, or
by way of guaranty, or otherwise.

          E.   To draw, make, accept, endorse, discount, execute and issue
promissory notes, drafts, bills of exchange,

                                       -3-


warrants, debentures and other negotiable or transferable instruments.

          F.   To issue bonds, debentures or other securities or obligations and
to secure the same by mortgage, pledge, deed of trust, or otherwise.

          G.   To purchase, take, receive, redeem or otherwise acquire, hold,
own, pledge, transfer or otherwise dispose of its own shares of stock, and its
bonds, debentures, notes, scrip or other securities or evidences of
indebtedness, and to hold, sell, transfer or reissue the same.

          H.   To enter into any pension, profit-sharing or stock option plans
or other projects for the assistance and welfare of its directors, officers and
employees.

          I.   To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this Corporation.

          J.   To acquire bonds or shares of stock of this Corporation or any
other corporation, including any other professional corporation.

          K.   To acquire the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, partnership,

                                       -4-


association, professional association, professional corporation or corporation.

          L.   To endorse, lend its credit to, or otherwise guarantee, or
obligate itself for, or pledge or mortgage all or any part of its properties for
the payment of the principal and interest, or either, on any bonds, debentures,
notes, scrip, coupons, or other obligations or evidences of indebtedness, or the
performance of any contract, mortgage, or obligation, of any other corporation
or association, domestic or foreign, or of any person, firm, partnership or
joint venture.

          M.   To enter into any lawful and ethical arrangements for sharing of
expenses or profits, union of interest, reciprocal concession, or cooperation,
as partner (general or limited), joint venturer, or otherwise, with any person,
partnership, corporation, association, combination, organization, entity or
other body whatsoever, domestic or foreign, carrying on or proposing to carry
on, or any business or transaction deemed necessary, convenient or incidental to
the carrying out of any of the objects of this Corporation.

          N.   To lend money and use its credit to assist its employees.

          O.   To procure a certificate of authority or equivalent authorization
to render professional medical services in any other state of the United States.

                                      -5-


          P.   To have and to exercise all powers conferred by the laws of the
State of Alabama upon professional corporations, including, without limitation,
the Revised Alabama Professional Corporation Act.

          The foregoing clauses, and each phrase thereof, shall be construed as
objects, powers, and purposes of this Corporation in addition to those powers
specifically conferred upon the Corporation by law, and it is hereby expressly
provided that the foregoing specific enumeration of purposes and powers shall
not be held to limit or restrict in any manner the powers of the Corporation
otherwise granted by law.

          Notwithstanding the foregoing, the Corporation shall not have any
powers which may be inconsistent with the provisions and purposes of the Revised
Alabama Professional Corporation Act or which may be inconsistent with any
validly issued rule or regulation promulgated by a licensing authority which has
jurisdiction with respect to physicians rendering professional medical services.

                                   ARTICLE IV
                       INITIAL REGISTERED OFFICE AND AGENT

          The location and mailing address of the initial registered office of
the Corporation, and the name of its initial registered agent at such address is
as follows:

                           Walter P. Little, Jr., M.D.
                               1647 Panorama Lane
                            Birmingham, Alabama 35216

                                       -6-


                                    ARTICLE V
                       RENDITION OF PROFESSIONAL SERVICES

          This corporation shall render professional services in the State of
Alabama only through individuals permitted to practice medicine in the State of
Alabama; provided, however, that nothing in this Article V shall be construed to
require that any individual who is employed by this Corporation be licensed to
perform services for which no license is otherwise required, or to prohibit the
rendering of professional services by a licensed individual acting in his
individual capacity, notwithstanding that such individual may be a shareholder,
member, director, officer, employee or agent of this Corporation.

                                   ARTICLE VI
                           PROFESSIONAL RELATIONSHIPS

          A.   The relationship between an individual performing professional
medical services as an employee of this Corporation and a patient shall be the
same as if the individual performed such services as a sole practitioner.

          B.   The relationship between this Corporation and the patient shall
be the same as between the patient and the individual performing the services.

                                       -7-


                                   ARTICLE VII
                                    LIABILITY

          A.   Every individual who renders professional medical services as an
employee of this Corporation shall be liable for any negligent or wrongful act
or omission in which he personally participates to the same extent as if he
rendered such services as a sole practitioner.

          B.   The personal liability of a shareholder, employee, director or
officer of this Corporation in such capacity shall be no greater in any respect
than that of a shareholder, employee, director or officer of a corporation
organized under the Alabama Business Corporation Act.

                                  ARTICLE VIII
                                 ACTS PROHIBITED

          This Corporation shall not do any act which is prohibited to be done
by individual persons licensed to practice the profession of medicine.

                                   ARTICLE IX
                                  CAPITAL STOCK

          A.   The total number of shares of stock which the Corporation shall
have the authority to issue shall be One Thousand (1,000) shares of common stock
at the par value of $10.00 per share.

                                       -8-


          B.   Except as may otherwise be provided for in the Bylaws of the
Corporation with respect to the personal representative of a deceased
shareholder, no person or legal entity who is not a Qualified Person, as defined
in CODE OF ALABAMA (1975) Section 10-4-382(5), (hereinafter referred to as a
"Qualified Person") may become a shareholder of this Corporation. The
Corporation may issue shares of its capital stock only to Qualified Persons. A
shareholder may voluntarily transfer his or her shares in this Corporation only
to Qualified Persons. Any share of this Corporation issued in violation of this
Article IX, Paragraph B, is null and void. The transfer of any shares in
violation of this Article IX, Paragraph B, shall be null and void.

          C.   A voting trust with respect to shares of this Corporation shall
not be valid unless all the trustees and beneficiaries thereof are Qualified
Persons, except that a voting trust may be validly continued for a period of
twelve (12) months after the death of a deceased beneficiary or after a
beneficiary is no longer a Qualified Person.

          D.   Denial of Preemptive Rights. No holder of any stock in the
Corporation shall be entitled as of right to purchase or subscribe for any part
of any unissued or treasury stock of the Corporation, or of any additional stock
of any class to be issued by reason of any increase of the authorized capital
stock of the Corporation, or bonds, certificates of indebtedness, debentures, or
other securities convertible into

                                       -9-


stock of the Corporation, but any such unissued or treasury stock of any such
additional authorised issue of any new stock, or any securities convertible into
stock, may be issued and disposed of by the Board of Directors to such person,
firms, corporations or associations and upon such terms as the Board of
Directors may in its discretion determine, without offering to the stockholders
then of record, or any class of stockholders, any thereof on the same terms or
on any terms.

          E.   The Corporation may purchase, take, receive, or otherwise
acquire, hold, own, pledge, transfer or otherwise dispose of its own shares.

                                    ARTICLE X
                            TRANSFERABILITY OF SHARES

          Except as may otherwise be provided in the Bylaws of the Corporation,
or by private agreement, shares of stock in this Corporation may be sold,
assigned and transferred to any Qualified Person without limitation.

                                   ARTICLE XI
                             DIRECTORS AND OFFICERS

          A.   The business and affairs of the Corporation shall be managed by
its Board of Directors which shall consist of not less than one (1) Director nor
more than three (3) Directors or such other number of directors as may be
provided from time to time in the Bylaws of the Corporation. The number may be
changed as provided in the Bylaws of the Corporation.

                                      -10-


          B.   The members of the Board of Directors shall be elected at the
annual meeting of the shareholders and shall hold office until the next annual
meeting of shareholders or until their successors have been elected and
qualified.

          C.   The Board of Directors shall have and may exercise all of the
rights, powers and authority that may be vested in the Board of Directors of a
professional corporation organized under the Revised Alabama Professional
Corporation Act as the same has been or shall be from time to time amended,
including all rights, power and authority vested in the Board of Directors of a
corporation organized under the laws of Alabama and not inconsistent with said
Revised Alabama Professional Corporation Act. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors is hereby
expressly authorized:

               1.   To adopt, alter, amend and repeal the Bylaws of the
          Corporation, but the Bylaws so made by the Directors may be altered or
          repealed by the shareholders;

               2.   To fix and determine and to vary the amount of working
          capital of the Corporation, to determine whether any, and if any, what
          part of any accumulated profits shall be declared and paid as
          dividends; to determine the date or dates for the declaration and
          payment of dividends; and to direct and determine the use and
          disposition of any surplus or net profits over and above the capital
          stock paid in.

          D.   The act of a majority of the members of the Board of Directors
shall be the act of the Board of Directors.

                                      -11-


          E.   The name and address of each person who is to serve as a member
of the Board of Directors of the Corporation until the first meeting of
shareholders is as follows:

                    NAME                           POST OFFICE ADDRESS

          Walter P. Little, Jr., M.D.             1647 Panorama Lane
                                                  Birmingham, AL 35216

          F.   Only individuals who are shareholders of the Corporation and who
are physicians duly licensed to practice medicine under the laws of the State of
Alabama may be members of the Board of Directors; provided, however, that any
individual named above may be a member of the Board of Directors at any time he
is not a shareholder of the Corporation.

          G.   The officers of the Corporation shall include a President, a
Secretary, a Treasurer, and such other officers as the Board of Directors may
from time to time determine.

          H.   The President shall have the authority to execute all deeds,
mortgages, bonds and other contracts requiring a seal, under the seal of the
Corporation. The Secretary or any Assistant Secretary shall have the authority
to affix this seal to instruments requiring it and attest the same.

          I.   The officers of the Corporation need not be members of the Board
of Directors.

          J.   At least one director of the Corporation and the President of the
Corporation shall be Qualified Persons with

                                      -12-


respect to the Corporation; provided, however, that this Paragraph J of this
Article XI shall not apply for a period of twelve (12) months after the death of
the sole shareholder of the Corporation.

          K.   No contract or other transaction between the Corporation and one
or more of its Directors or other corporation, firm, association or entity in
which one or more of its Directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest or because such Director or Directors are present at the meeting of the
Board of Directors or a committee thereof which authorizes, approves or ratifies
such contract or transaction, if the contract or transaction, is fair and
reasonable to the Corporation and if either:

               1.   The fact of such relationship or interest is disclosed to
          the Board of Directors or committee which authorizes, approves or
          ratifies the contract or transaction by a vote or consent sufficient
          for the purpose without counting the votes or consents of such
          interested Directors; or

               2.   The fact of such relationship or interest is disclosed to
          the shareholders entitled to vote and they authorize, approve or
          ratify such contract or transaction by vote or written consent.

          Common or intereted Directors may not be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

                                      -13-


                                   ARTICLE XII
                                  INCORPORATORS

          The name and address of each incorporator is as follows:

                    NAME                                 ADDRESS

          Walter P. Little, Jr., M.D.             1647 Panorama Lane
                                                  Birmingham, AL 35216


                                  ARTICLE XIII
                                    DURATION

          A.   The duration of the Corporation shall be perpetual.

          B.   This Corporation shall continue as a separate entity independent
of its shareholders for all purposes during the period of time provided in
Paragraph A of this Article XIII and shall continue notwithstanding the death,
insanity, incompetence, conviction for felony, resignation, withdrawal, transfer
of shares of stock, retirement or expulsion of any one or more of the
shareholders, the transfer of shares, or any other event which under the laws of
the State of Alabama and under like circumstances would work a dissolution of a
partnership, it being the intention hereof that this Corporation shall have
continuity of life independent of the life or status of its shareholders.

                                      -14-


                                   ARTICLE XIV
                   DEATH OR DISQUALIFICATION OF A SHAREHOLDER

          Upon the death of a shareholder of this Corporation, or if a
shareholder of this Corporation ceases to be a Qualified Person, or if shares of
this Corporation are transferred by operation of law or court decree to a person
who is not a Qualified Person, the shares of such deceased shareholder or of
such person who is not a Qualified Person may be transferred to a Qualified
Person and, if not so transferred, shall be purchased or redeemed by the
Corporation to the extent of funds which may be legally made available for such
purchase, for the price and pursuant to the terms established in the Bylaws of
the Corporation or by private agreement. In the event the price at which such
sale and purchase or redemption shall be made is not fixed as aforesaid, then
the price for such shares shall be the book value thereof at the end of the
month immediately preceding such death, transfer or disqualification. For the
purpose of determining such price, book value shall be computed according to the
cash receipts and disbursements method of accounting, and shall not include the
accounts receivable or goodwill of the Corporation. Such book value shall be
determined from the books and records of the Corporation by an independent
certified public accountant employed by the Corporation for such purpose. The
determination of book value by such certified public accountant shall

                                      -15-


be conclusive and binding upon the Corporation, its shareholders and the
transferor.

                                   ARTICLE XV
                                     BYLAWS

          A.   The Corporation shall have such Bylaws as may be adopted by the
shareholders or the Board of Directors.

          B.   The power to alter, amend or repeal the Bylaws adopted by the
shareholders or to adopt new Bylaws is hereby vested in either the shareholders
or the Board of Directors; provided, however, that the Board of Directors may
not alter, amend or repeal any Bylaw establishing what constitutes a quorum at
such shareholders' meeting; and further provided, that all Bylaws made or
adopted by the Board of Directors may be altered or repealed by the
shareholders.

          C.   Any action required to be taken at a meeting of shareholders or
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing setting forth the action to be taken shall be signed by all
of the shareholders or all members of the Board, respectively, entitled to vote
with respect to the subject matter thereof. Such consent shall have the same
force and effect as a unanimous vote.

          D.   Whenever any notice is required to be given under either the laws
of the State of Alabama, these Articles of Incorporation or Bylaws adopted
pursuant to the provisions

                                      -16-


hereof, a waiver in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein or herein, shall be
equivalent to the giving of such notice.

                                   ARTICLE XVI
                          RIGHTS RELEASED AND RETAINED

          A.   Shareholders of this Corporation may also be employees of this
Corporation and in such event, such Shareholders shall be subject to the
management and control of the Corporation in the same manner as other employees,
professional or otherwise, notwithstanding their ownership of a stock interest
in this Corporation. All professional employees agree to forego all claims for
fees charged and collected for professional services rendered or to be rendered
by them on behalf of the Corporation and and shall accept in lieu thereof such
compensation as may be set from time to time by the Board of Directors of this
Corporation.

          B.   The Corporation shall have the sole and exclusive right to
designate the person or persons to perform all medical services rendered by the
Corporation.

                                  ARTICLE XVII
                                   AMENDMENTS

          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of

                                      -17-


Incorporation in the manner now or hereafter provided by law, and all rights
conferred upon officers, Directors and shareholders herein are granted subject
to this reservation; provided, however, that no such amendment, alteration,
change or repeal shall be effective without approval of a majority of the
holders of the common shares of stock and that no such amendment, alteration,
change or repeal upon which the holders of any class of common stock shall be
entitled to vote as a class shall be effective without the approval of a
majority of the holders of that class of common stock.

          IN WITNESS WHEREOF, the undersigned Incorporator has hereunto
subscribed his name to these Articles of Incorporation on this the 30th day of
September, 1988.

                                              /s/ WALTER P. LITTLE, Jr., M.D.
                                              ---------------------------------
                                              WALTER P. LITTLE, Jr., M.D.


STATE OF ALABAMA )
JEFFERSON COUNTY )

          I, the undersigned Notary Public in and for said County in said State,
hereby certify that Walter P. Little, Jr., M.D., whose name is signed to the
foregoing Articles of Incorporation of DERMATOPATHOLOGY SERVICES, P.C., and who
is known to me to be the party to same, acknowledged before me on this day that,
being informed of the contents of said Articles

                                      -18-


of Incorporation, he executed the same voluntarily on the day the same bears
date and said instrument is the act and deed of the signer and that facts stated
therein are true.

          GIVEN under my hand and seal of my office on this the 30th day of
September, 1988.

                                              /s/ Jane C. Little
                                              -------------------
                                              NOTARY PUBLIC

This Instrument was prepared by:

JANE C. LITTLE
Attorney at Law
2839 Culver Road, Suite 208
Birmingham, Alabama 35223
(205) 871-5503

                                      -19-


                                                                          [SEAL]

STATE OF ALABAMA  )                                             200114/4934
COUNTY OF JEFFERSON)

                              ARTICLES OF AMENDMENT

                                       TO

                          ARTICLES OF INCORPORATION OF

                         DERMATOPATHOLOGY SERVICES, P.C.

FIRST:    The name of the corporation is Dermatopathology Services, P.C.

SECOND:   The following amendments were adopted by the Shareholders in
          accordance with the provisions of PARA 10-2B-10.03 of Code of Alabama
          1975:

          1.   THE ARTICLES OF INCORPORATION ARE HEREBY AMENDED TO CHANGE THE
          NAME OF THE CORPORATION FROM DERMATOPATHOLOGY SERVICES, P.C. TO
          DERMATOPATHOLOGY SERVICES, INC.

          2.   ARTICLES I THROUGH XVII OF THE ARTICLES OF INCORPORATION ARE
          HEREBY DELETED IN THEIR ENTIRETY AND THE FOLLOWING ARTICLES I THROUGH
          IX SUBSTITUTED IN LIEU THEREOF:

                                    ARTICLE I
                                      NAME

          The name of the Corporation shall be DERMATOPATHOLOGY SERVICES, INC.

                                   ARTICLE II
                                    PURPOSES

          The purposes for which this Corporation is formed are as follows:

          a.   TO PERFORM DIAGNOSTIC LABORATORY SERVICES AND TO CARRY ON ANY
          LAWFUL BUSINESS FOR WHICH CORPORATIONS MAY BE INCORPORATED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF ALABAMA.

                                                                          [SEAL]

                                        1


          b.   To purchase, take, receive, lease or otherwise acquire, own,
          hold, improve, use and otherwise deal in and with, real or personal
          property, or any interest therein, wherever situated.

          c.   To sell, convey, mortgage, pledge, lease, exchange, transfer and
          otherwise dispose of all or any part of its property and assets.

          d.   To invest its funds in real estate, mortgages, stocks and bonds
          or any other type of investment.

          e.   To have and exercise all powers necessary or convenient to effect
          its corporate purposes.

          f.   To have one or more offices and to conduct any or all of its
          operation and business and to promote its objects, within or without
          the State of Alabama, without restriction as to place or amount.

          g.   To do any and all of the things herein set forth as principal,
          agent, contractor, trustee or otherwise, alone or in company with
          others, whether such others be individuals, corporations, associations
          or in partnership.

          h.   To exercise all powers now granted, or which in the future may be
          granted, by the Alabama Business Corporation Act to corporations
          formed thereunder, subject to any limitation imposed or any provision
          of any other statute of the State of Alabama.

                                   ARTICLE III
                          LOCATION AND MAILING ADDRESS
                            OF REGISTERED OFFICE AND
                            NAME OF REGISTERED AGENT

          The location and mailing address of the registered office of the
          Corporation shall be as follows;

                               3918 MONTCLAIR ROAD
                              BIRMINGHAM, AL. 35213

          The name of the Corporation's initial registered agent at said address
          shall be DEBORAH Y. SANDERS

                                   ARTICLE IV

                                        2


                            AUTHORIZED CAPITAL SHARES

          The total number of shares which the Corporation shall have authority
          to issue is One Thousand (1,000) shares of Common stock of the par
          value of Ten Dollars ($10.00) per share, constituting a total
          authorized capital of Ten Thousand Dollars ($10,000) and consisting of
          one such class only.

                                    ARTICLE V
                        NAME AND ADDRESS OF INCORPORATOR

          The name and mailing address of the incorporator is as follows:

               NAME                                  MAILING ADDRESS

          Walter P.Little, Jr., M.D.              1647 Panorama Lane
                                                  Birmingham, AL  35216

                                   ARTICLE VI
                        NUMBER OF DIRECTORS AND NAME AND

                              ADDRESS OF DIRECTORS

          The Board of Directors shall consist of no less than One (1) and no
          more than Three (3) Directors. The name and mailing address of the
          persons to serve as Directors until the Directors' successors are
          elected and qualified, are as follows:

               NAME                                  MAILING ADDRESS

          DEBORAH Y. SANDERS                      3918 MONTCLAIR ROAD
                                                  BIRMINGHAM, AL. 35213

                                   ARTICLE VII
                                    DURATION

          The duration of this Corporation shall be perpetual.

                                  ARTICLE VIII
                                INTERNAL AFFAIRS

          The following provisions for the regulation of the business and for
          the conduct of the affairs of the Corporation, the Directors and the
          shareholders are hereby adopted;

          (a)  The initial By-Laws of the Corporation shall be adopted by the
          shareholders. The power to alter, amend, repeal the By-Laws or adopt
          new By-Laws shall be vested in the Board of Directors and the
          shareholders, or either of them, which power may be exercised in the
          manner and to the extent provided in the By-Laws; provided, however,
          that the Board of Directors may not alter, amend or repeal any By-Law
          which was adopted by the shareholders and specifically provides that
          it cannot be altered, amended or repealed by the Board of Directors,
          or which is not permitted by

                                        3


          applicable law to be altered, amended or repealed solely by action of
          the Board of Directors. The By-Laws may contain any provisions for the
          regulation of the business and for the conduct of the affairs of the
          Corporation, the Directors and shareholders not inconsistent with the
          Alabama Business Corporation Act or these Articles of Incorporation.

          (b)  The business and affairs of the Corporation shall be managed by
          the Board of Directors. The number of Directors comprising the initial
          Board of Directors shall be the number of persons listed as Directors
          in Article VI hereof. Thereafter, the number of Directors of the
          Corporation shall be fixed by, or in the manner provided in the
          By-Laws or, in the absence of a By-Law providing for the number of
          Directors, the number of Directors shall be the same as the number
          comprising the initial Board of Directors. The number of Directors may
          be increased or decreased from time to time, in the manner provided in
          the By-Laws, provided that no decrease shall have the effect of
          shortening the term of any incumbent Director, except that any
          Director may be removed, with or without cause, by a vote of the
          holders of a majority of the shares then entitled to vote at an
          election of Directors at a meeting of shareholders held pursuant to
          the laws of Alabama.

          (c)  In furtherance, and not in limitation, of the powers conferred by
          statute, the Board of Directors is expressly authorized:

          (1)  To fix and determine and to vary the amount of working capital of
          the Corporation; to determine whether any, and if any, what part of
          any, accumulated profits shall be declared and paid as dividends; to
          determine the date or dates for the declaration and payment of
          dividends; to direct and determine the use and disposition of any
          surplus or net profits over and above the capital shares paid in;

          (2)  To make, from time to time (so far as may be permitted by federal
          or state law and regulations), temporary secured or unsecured loans
          when, in the judgment of the Board of Directors, the money so loaned
          is not at the time required in the conduct of the business of the
          Corporation.

          (3)  To distribute to the shareholders of any class of shares as to
          stock dividend shares of any other class which the Corporation is
          authorized to issue, subject to the restrictions and limitations as
          set forth in the Alabama Business Corporation Act as presently in
          effect, or as hereafter amended.

          (4)  To distribute to the shareholders of the Corporation, either out
          of its capital surplus or out of its earned surplus, a portion of the
          Corporation's assets, in cash or in property, subject to the
          restrictions and limitations as set forth in the Alabama Business
          Corporation Act as presently in effect, or as hereafter amended, or as
          set forth in the By-Laws of the Corporation.

          (d)  Any action required or permitted to be taken at any meeting of
          the Board of Directors or of the shareholders may be taken without a
          meeting, if prior to such action a written consent thereto is signed
          by all members of the Board, if action by Directors is involved, or by
          all of the shareholders entitled to vote thereon, if action by
          shareholders is involved, and if such written consent is filed with
          the minutes of proceedings of the Board of Directors or of the
          shareholders, as the case may be.

                                        4


          (e)  At any time and from time to time when authorized by resolution
          of the Board of Directors and, except as otherwise provided in the
          Articles of Incorporation and by statute, without any action by its
          shareholders, the Corporation may

          (1)  issue or sell for such consideration as may be fixed from time to
          time by the Board of Directors, any number of its capital shares, and
          whether out of the unissued shares thereof authorized by these
          Articles of Incorporation, as from time to time amended, or out of
          shares of its capital shares acquired by it after the issuance
          thereof;

          (2)  issue and sell its obligations, secured or unsecured, and in
          bearer, registered or such other form, and including such provisions
          as to redeemability, convertibility or otherwise, as the Board of
          Directors, in its sole discretion, may determine, and mortgage or
          pledge as security therefor, any property of the Corporation, real or
          personal, including after-acquired property; and

          (3)  issue or grant, for such consideration as may from time to time
          be fixed by the Board of Director, warrants or options, in bearer,
          registered or such other form as the Board of Directors may determine,
          for the purchase of its capital shares with or without par value of
          any class within such period of time, or without limit as to time, to
          such aggregate number of shares, and at such price per share as the
          Board of Directors may determine. Such warrants or options may be
          issued or granted separately or in connection with the issue of any
          bonds, debentures, notes or other evidences of indebtedness or capital
          shares of any class of the Corporation and for such consideration and
          on such terms and conditions as the Board of Directors in its sole
          discretion may determine.

          (f)  The Corporation shall have a lien upon all shares subscribed for
          or issued for the full subscription price thereof or any debt or
          liability incurred to it by the subscriber or shareholder, which lien
          may be exercised by cancellation, forfeiture, or public or private
          sale, upon reasonable notice, of such subscription, which remedies are
          cumulative to an action to enforce payment or other remedies provided
          by law. At the election of the Corporation, a subscriber shall not be
          considered as a shareholder until said subscription shall have been
          paid in full.

          (g)  The Corporation shall have the right to purchase, take, receive
          or otherwise acquire, hold, own, pledge, and transfer or otherwise
          dispose of its own shares, but purchases of its own shares, whether
          direct or indirect, shall be made only to the extent of unreserved and
          unrestricted earned surplus available therefor, or to the extent of
          unreserved and unrestricted capital surplus available therefor.

                                   ARTICLE IX
                      RIGHT TO AMEND PROVISIONS IN ARTICLES

          The Corporation reserves the right from time to time to amend, alter
          or repeal each and every provision contained in these Articles of
          Incorporation or to add one or more additional provisions, in the
          manner now or hereafter prescribed or permitted by the Alabama
          Business Corporation Act, and all rights conferred upon shareholders
          at any time are granted subject to this reservation."

                                        5


THIRD:    The preceding amendments were adopted by the Shareholders on November
          9th, 2001.

FOURTH:   There were 1000 shares of stock outstanding at the time of adoption of
          the amendment and each share of stock was entitled to vote on the
          amendment.

FIFTH:    The number of shares which voted for the amendment was 1000 and no
          shares voted against the amendments.

     These Articles of Amendment dated this the 9th day of November, 2001.

                                              /s/ Deborah Y. Sanders
                                              --------------------------
                                              Deborah Y. Sanders
                                              Its President and Sole Director

                                        6

EX-3.77

                                                                    EXHIBIT 3.77

                                     BY LAWS

                                       OF

                         DERMATOPATHOLOGY SERVICES, P.C.

                         INCORPORATED UNDER THE LAWS OF

                              THE STATE OF ALABAMA


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



                                     BYLAWS

                                   ARTICLE ONE

                                     OFFICES

     1.01.     The registered office of the Corporation is located at 1647
Panorama Lane, Birmingham, Alabama 35216.

                                  OTHER OFFICES

     1.02.     The Corporation may also have offices at such other places,
within or without the State of Alabama, where the Corporation is qualified to do
business, as the Board of Directors may from time to time designate or as the
business of the Corporation may require.

                                   ARTICLE TWO

                                  SHAREHOLDERS

                             Closing Transfer Books

     2.01.     For the purpose of taking a record of the shareholders entitled
to notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors may provide that the
share transfer books shall be closed for a stated period but not to exceed fifty
(50) days, in which case written or printed notice



thereof shall be mailed at least ten (10) days before the closing thereof to
each shareholder of record at the address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.

                         Date For Record of Shareholders

     2.02.     In lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any such record of
shareholders. Such date may not be earlier than the date on which it is fixed
and in any case may not be more than fifty (50) days and, for a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.

         Date of Notice or Resolution for Determination of Shareholders

     2.03.     If the share transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.

                                      -2-


                            Proxies and Voting Trusts

     2.05.     No shareholder may enter into a proxy, voting trust agreement, or
any other type of agreement vesting another person with the authority to
exercise the voting power of any of his stock in the Corporation.

                                  ARTICLE THREE

                             SHAREHOLDERS' MEETINGS

                                Place of Meetings

     3.01.     Meetings of shareholders shall be held at any place within or
without the State of Alabama. In the absence of such designation, shareholders'
meetings shall be held at the principal office of the Corporation in Alabama.

                  Time of Annual Meeting - Business Transacted

     3.02.     The annual meeting of shareholders shall be held on the second
Tuesday of March of each year, at the hour of 1:30 p.m., provided, however, that
should said day

                                       -3-


fall upon a legal holiday, then at the same time on the next business day
thereafter. At such meetings Directors shall be elected, reports of the affairs
of the Corporation shall be considered, and any other business may be transacted
which is within the powers of the shareholders.

                           Calling of Special Meetings

     3.03.     On request in writing to the President, Vice President, or
Secretary, sent by registered mail or delivered to the officer in person, by any
persons entitled to call a meeting of shareholders, the Secretary of the
Corporation forthwith shall fix the date of the meeting and cause notice to be
given to the shareholders entitled to vote that a meeting will be held not less
than ten (10) days after the receipt of the request. Nothing contained in this
paragraph shall be construed as limiting, fixing, or affecting the time or date
when a meeting of shareholders called by action of the Board of Directors may be
held.

                    Persons Entitled to Call Special Meetings

     3.04.     Special meetings of the shareholders may be called at any time by
any of the following: the President; the Vice President entitled to exercise the
President's authority in case of the latter's absence, death, or disability or
the Board of Directors by action at a meeting

                                       -4-


or a majority acting without meetings. Persons holding twenty-five (25%) percent
of the outstanding shares entitled to vote at the meeting may also call special
meetings.

                               Notice of Meetings

     3.05.     Written notice of all meetings of shareholders shall be
delivered, either personally or by mail, addressed to the shareholder at his
address as it appears on the books of the Corporation or as supplied by him to
the Corporation for the purpose of notice, with postage thereon prepaid, by or
at the direction of the President, or the Secretary, or the officer or persons
calling the meeting; or, in case of his neglect or refusal, or if there is no
person charged with the duty of giving notice; by any Director or shareholder,
to each shareholder of record entitled to vote at such meeting.

                                 Time of Notice

     3.06.     Notice of any meeting of shareholders shall be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting; or,
in case of a meeting being held for the purpose of consideration of a merger or
consolidation, not less than twenty (20) nor more than forty (40) days before
the date of the meeting. If mailed, such notice shall be deemed to be delivered
when

                                       -5-


deposited in the United States mail addressed to the shareholder at his address
as it appears on the books of the Corporation, with postage thereon prepaid.

                               Contents of Notice

     3.07.     Notice of any meeting of shareholders shall state the place, day,
and hour of the meeting. The notice shall also state the general nature of the
business to be transacted if it is a special meeting.

                           Notice of Adjourned Meeting

     3.08.     When a shareholders' meeting is adjourned for thirty (30) days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting. When a meeting is adjourned for less than thirty (30) days, it
is not necessary to give any notice of the time and place of the adjourned
meeting or of the business to be transacted thereat other than by announcement
at the meeting at which the adjournment is taken.

                             Quorum of Shareholders

     3.09.     A majority of the outstanding shares shall constitute a quorum at
a meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes on the
matter being voted upon is

                                       -6-


required by statute, the Articles of Incorporation, or these Bylaws.

                     Adjournment for Lack or Loss of Quorum

     3.10.     In the absence of a quorum or with the withdrawal of enough
shareholders to leave less than a quorum, any meeting of shareholders may be
adjourned from time to time by the vote of a majority of the shares of the
holders present at such meeting, but no other business may be transacted.
Meetings at which Directors are to be elected may be adjourned for periods not
to exceed fifteen(15) days.

                             Record of Shareholders

     3.11.     The officer or agent having charge of the transfer book for
shares of the Corporation shall make at least ten (10) days before each meeting
of shareholders a complete record of shareholders, listing the shareholders
entitled to vote at such meeting arranged in alphabetical order with the address
of and the number of shares held by each, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the principal office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the

                                       -7-


inspection of any shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in this State, shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

                                Voting of Shares

     3.12.     Each outstanding share shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders except as otherwise
provided in the Articles of Incorporation.

                           Voting by Voice and Ballot

     3.13.     Voting by shareholders in elections for Directors need not be by
ballot unless a shareholder demands election by ballot at the election and
before the voting begins.

                                Waiver of Notice

     3.14.     Whenever any notice whatever is required to be given a
shareholder under law or under the provision of the Articles of Incorporation or
Bylaws of the Corporation, a waiver thereof in writing signed by the shareholder
entitled to such notice, whether before or after the time for giving such
notice, shall be deemed equivalent to the giving of such notice; however, in the
case of special

                                       -8-


meetings, the business to be transacted and the purpose of the meeting shall be
stated in the waiver of notice.

                             Action Without Meeting

     3.15.     Any action required by law to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote at a meeting for such purpose and filed with the
Secretary of the Corporation.

                               Conduct of Meetings

     3.16.     At every meeting of the shareholders, the President, or, in his
absence, the officer designated by the President, or, in the absence of such
designation, such other person (who shall be one of the officers, if any is
present) chosen by a majority in interest of the shareholders of the Corporation
present in person and entitled to vote, shall act as Chairman. The Secretary of
the Corporation, or, in his absence, an Assistant Secretary, shall act as
Secretary of all meetings of the shareholders. In the absence at such meeting of
the Secretary or Assistant Secretary, the Chairman may appoint another person to
act as Secretary of the meeting.

                                       -9-


                                  ARTICLE FOUR

                                    DIRECTORS

                                Directors Defined

     4.01.     "Directors", when used in relation to any power or duty requiring
collective action means "Board of Directors."

                               Powers of Directors

     4.02.     The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board of Directors,
subject to limitation imposed by law, the State of Alabama Medical Licensure
Commission, the Articles of Incorporation, or these Bylaws as to action which
requires authorization or approval by the shareholders.

                               Number of Directors

     4.03.     The number of Directors of the Corporation shall be determined by
resolution of the shareholders entitled to vote.

                                 Term of Office

     4.04.     The Directors shall be elected at each annual meeting of
shareholders or at a special meeting called for the purpose of electing
Directors, or the Directors may be designated at any time by the unanimous
written consent of the shareholders. Each Director shall hold office until

                                      -10-


the next annual meeting of the shareholders and until his successor is elected
or until his earlier resignation, removal from office, or death.

                                    Vacancies

     4.05.     Vacancies in the Board of Directors shall exist in the case of
the happening of any of the following events: (a) the death or resignation of
any Director(s); (b) at any annual, regular, or special meeting of shareholders
at which any Director is elected, the shareholders fail to elect the full
authorized number of Directors to be voted for at that meeting; or (c) an
increase in the number of Directors.

                                Filling Vacancies

     4.06.     Any vacancy occurring in the Board of Directors shall be filled
by a majority of the remaining members of the Board though less than a quorum,
and each person so elected shall be a Director until his successor is elected by
the shareholders.

                                  Compensation

     4.07.     The Board of Directors by the affirmative vote of a majority of
the Directors then in office and irrespective of any personal interest of any of
its members shall have authority to establish reasonable compensation of all
Directors for services to the

                                      -11-


Corporation as Directors, officers, or otherwise. Such compensation may include
pensions, disability benefits, and death benefits.

                              Conflict of Interest

     4.08.     Any contract or other transaction between the Corporation and any
of its Directors (or any corporation or firm in which any of its Directors is
directly or indirectly financially interested) shall be valid for all purposes
notwithstanding the presence of such Director at the meeting authorizing such
contract or transaction or his participation in such meeting. The foregoing
shall, however, apply only if the interest of each such director is known or
disclosed to the Board of Directors and it shall nevertheless authorize or
ratify such contract or transaction by a majority of the Directors present, each
such interested Director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry such vote. This
paragraph shall not be construed to invalidate any contract or transaction that
would be valid in the absence of this paragraph.

                                  ARTICLE FIVE

                               DIRECTORS' MEETINGS

                                      -12-


                                Place of Meetings

     5.01.     All meetings of the Board of Directors shall be held at the
principal office of the Corporation or at such place within or without this
State as may be designated from time to time by a majority of the Directors or
as may be designated in the notice calling the meeting.

                                Regular Meetings

     5.02.     Regular meetings of the Board of Directors shall be held without
call or notice immediately following each annual meeting of the shareholders of
this Corporation and at such other times as the Directors may determine.

                             Call of Special Meeting

     5.03.     Special meetings of the Board of Directors of this Corporation
shall be called by the President, any Vice President, by any other officer, or
by any two Directors.

                            Notice of Special Meeting

     5.04.     Written notice of the time, place, and purpose of special
meetings of the Board of Directors shall be delivered personally to each
Director or sent to each Director by mail or by other form of written
communication at least seven (7) days before the meeting. If the address of a
Director is not shown on the records and is not readily ascertainable, notice
shall be addressed to him at

                                      -13-


the city or place in which the meetings of the Directors are regularly held.
Notice of the time and place of holding a meeting of an adjourned meeting need
not be given to absent Directors if the time and place are fixed at the meeting
adjourned.

               Validation of Meeting Defectively Called or Noticed

     5.05.     The transactions of any meeting of the Board of Directors however
called and noticed or wherever held are as valid as though had at a meeting duly
held after regular call and notice if a quorum is present and if, either before
or after the meeting, each of the Directors not present signs a waiver of
notice. All such waivers shall be filed with the corporate records or made a
part of the minutes of the meeting. Attendance of a Director at any meeting
shall constitute a waiver of notice of such meeting except where a Director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

                                     Quorum

     5.06.     A majority of the number of Directors in office constitutes a
quorum of the Board for the transaction of business.

                                      -14-


                                 Majority Action

     5.07.     Every act or decision done or made by a majority of the Directors
present at any meeting duly held at which a quorum is present is the act of the
Board of Directors. Each Director who is present at a meeting will be
conclusively presumed to have assented to the action taken at such meeting
unless his dissent to the action is entered on the minutes of the meeting; or,
where he is absent from the meeting, his written objection to such action is
promptly filed with the Secretary of the Corporation upon learning of the
action. Such right to dissent shall not apply to a Director who voted in favor
of such action.

                   Action by Consent of Board Without Meeting

     5.08.     Any action required by law to be taken at a meeting of the Board
of Directors or any other action which may be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the Directors entitled to vote
with respect to the subject matter thereof or by all the members of such
committee, as the case may be, and filed with the Secretary of the Corporation.

                                      -15-


                                   Adjournment

     5.09.     In the absence of a quorum, a majority of the Directors present
may adjourn from time to time until the time fixed for the next regular meeting
of the Board.

                           Notice of Adjourned Meeting

     5.10.     Notice of the time and place of holding an adjourned meeting need
not be given to absent Directors if the time and place are fixed at the meeting
adjourned.

                               Conduct of Meetings

     5.11.     At every meeting of the Board of Directors, the Chairman of the
Board of Directors, if there shall be such an officer, and, if not, a chairman
chosen by a majority of the Directors present, shall preside. The Secretary of
the Corporation shall act as Secretary of the Board of Directors. In case the
Secretary shall be absent from any meeting, the Chairman may appoint any person
to act as Secretary of the meeting.

                                   ARTICLE SIX

                                    OFFICERS

                                Number and Titles

     6.01.     The officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer. The Corporation may also have, at the
discretion of the

                                      -16-


Board of Directors, one (1) or more additional Vice Presidents, one (1) or more
Assistant Secretaries, one (1) or more Assistant Treasurers, and such other
officers and assistant officers as may be appointed in accordance with the
provisions of Paragraph 6.03 of this Article. One (1) person may hold two (2) or
more offices.

                                    Election

     6.02.     The officers of the Corporation, except such officers as may be
appointed in accordance with the provisions of Paragraphs 6.03 or 6.05 of this
Article, shall be chosen annually by the Board of Directors, and each shall hold
his office until his resignation, removal, disqualification, death, or until his
successor shall be elected and qualified.

                              Subordinate Officers

     6.03.     The Board of Directors may appoint such other officers or agents
as may be deemed necessary, each of whom shall hold office for such period, have
such authority, and perform such duties in the management of the property and
affairs of the Corporation as may be provided in these regulations or as may be
determined by resolution of the Board of Directors not inconsistent herewith.
The Board of Directors may delegate to any officer or committee the

                                      -17-


power to appoint any such subordinate officers, committees, or agents to specify
their duties and determine their compensation.

                             Removal and Resignation

     6.04.     Any officer or agent may be removed by a majority vote by the
Board of Directors; provided, however, that such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Any officer
may resign at any time by giving written notice to the Board of Directors or to
the President or to the Secretary of the Corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

                                    Vacancies

     6.05.     If the office of the President, Vice President, Secretary,
Treasurer, Assistant Secretary, or Assistant Treasurer becomes vacant by reason
of death, resignation, removal, or otherwise, the Board of Directors shall elect
a successor to such office.

                                    President

     6.06.     The President shall be the chief executive officer of the
Corporation and shall, subject to the

                                      -18-


control of the Board of Directors, have general supervision, direction, and
control of the business and officers of the Corporation and shall have the
general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws. Within this authority and
in the course of his duties he shall:

                                Conduct Meetings

     (1)       Preside at all meetings of the shareholders and be ex officio a
member of all standing committees of the Corporation.

                             Sign Share Certificates

     (2)       Sign all shares of stock of the Corporation in conjunction with
the Secretary or Assistant Secretary, unless otherwise ordered by the Board of
Directors.

                               Execute Instruments

     (3)       When authorized by the Board of Directors or required by law,
execute, in the name of the Corporation, deeds, conveyances, notices, leases,
checks, drafts, bills of exchange, warrants, promissory notes, bonds,
debentures, contracts, and other papers and instruments in writing, and unless
the Board of Directors shall order otherwise by resolution, make such contracts
as the ordinary conduct of this Corporation's business may require.

                             Hire and Fire Employees

     (4)       Appoint and remove, employ and discharge, and prescribe the
duties and fix the compensation of all agents and employees of the Corporation
other than the duly appointed officers, subject to the approval of the Board of
Directors, and control, subject to the direction of the Board of Directors, all
of the officers, agents, and employees of the Corporation.

                                      -19-


                          Meeting of Other Corporations

     (5)       Unless otherwise directed by the Board of Directors, attend in
person or by substitute appointed by him or the Vice President, and the
Secretary or the Assistant Secretary, and act and vote on behalf of the
Corporation at all meetings of the Shareholders of any corporation in which this
Corporation holds stock.

                                 Vice Presidents

     6.07.     In the absence or disability of the President, the Vice
Presidents, if more than one, in order of their rank as fixed by the Board of
Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers and perform such other duties as from time to time may
be prescribed for them respectively by the Board of Directors or the Bylaws.

                                    Secretary

     6.08.     The Secretary shall:

                             Sign Share Certificates

     (1)       Sign, with the President or a Vice President, if there be such an
officer, certificates for shares of the Corporation.

                               Certify Regulations

     (2)       Certify and keep at the registered office or principal place of
business of the Corporation the original or a copy of its Bylaws, including all
amendments or alterations thereto.

                                      -20-


                               Minutes of Meetings

     (3)       Keep at the place where the Bylaws or a copy thereof are kept a
record of the proceedings of meetings of its Directors and shareholders, with
the time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at Directors'
meetings, the number of shares or members present or represented at the
shareholders meetings, and the proceedings thereof.

                     Sign or Attest Documents and Affix Seal

     (4)       Sign, certify, or attest such documents as may be required by law
or the business of the Corporation and keep the corporate seal, if any, and
affix it to such instruments as may be necessary or proper.

                                     Notices

     (5)       See that all notices are duly given in accordance with the
provisions of these regulations or as required by law. In case of the absence or
disability of the Secretary, or his refusal or neglect to act, notice may be
given and served by an Assistant Secretary or by the President or Vice
Presidents, if any, or by the Board of Directors.

                          Custodian of Records and Seal

     (6)       Be custodian of the records and of the seal of the Corporation,
if any, and see that it is engraved, lithographed, printed, stamped, impressed
on, or affixed to all certificates for shares prior to their issuance and to all
documents, the execution of which, on behalf of the Corporation under its seal,
is duly authorized in accordance with the provisions of these Bylaws.

                                 Share Register

     (7)       Keep at the place where the Bylaws or a copy thereof are kept or
at the office of the transfer agent or registrar a share register or duplicate
share register giving the names of the shareholders, their respective addresses,
and the number and classes of shares held by each. The Secretary shall also keep
appropriate, complete, and accurate books or records of account at the
Corporation's registered office or its principal place of

                                      -21-


business.

                             Reports and Statements

     (8)       See that the books, reports, statements, certificates, and all
other documents and records required by law are properly kept and filed.

                                 Exhibit Records

     (9)       Exhibit at all reasonable times to proper persons on such terms
as are provided by law on proper application, the regulations, the share
register, and minutes of proceedings of the shareholders and Directors of the
Corporation.

                                  Other Duties

     (10)      In general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors.

                              Absence of Secretary

     (11)      In case of the absence or disability of the Secretary or his
refusal or neglect to act, the Assistant Secretary, or, if there is none, the
Treasurer, acting as Assistant Secretary, may perform all of the functions of
the Secretary. In the absence or inability to act, or refusal or neglect to act
of the Secretary, the Assistant Secretary, and Treasurer, any person thereunto
authorized by the President or Vice Presidents, if any, or by the Board of
Directors, may perform the functions of the Secretary.

                               Assistant Secretary

     6.09.     At the request of the Secretary, or, in his absence or
disability, the Assistant Secretary, designated as set forth in preceding
subparagraph 6.08(11) of these Bylaws shall perform all the duties of the
Secretary, and when so acting, he shall have all the powers of and be subject to
all the restrictions on the Secretary. The

                                      -22-


Assistant Secretary shall perform such other duties as from time to time may be
assigned to him by the Board of Directors or the Secretary.

                                    Treasurer

     6.10.     The Treasurer shall:

                            Funds-Custody and Deposit

     (1)       Have charge and custody of and be responsible for all funds and
securities of the Corporation, and deposit all such funds in the name of the
Corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors.

                                  Funds-Receipt

     (2)       Receive, and give receipt for, moneys due and payable to the
Corporation from any source whatever.

                               Funds-Disbursements

     (3)       Disburse, or cause to be disbursed, the funds of the Corporation
as may be directed by the Board of Directors, taking proper vouchers for such
disbursements.

                                Maintain Accounts

     (4)       Keep and maintain adequate and correct accounts of the
Corporation's properties and business transactions including account of its
assets, liabilities, receipts, disbursements, gains, losses, capital, surplus,
and shares. Any surplus, including earned surplus, paid-in surplus and surplus
arising from a reduction of stated capital shall be classified according to
source and shown in a separate account.

                                 Exhibit Records

     (5)       Exhibit at all reasonable times the books of account and records
of the Corporation to any Director, or to proper persons on such terms as are
provided by law, on proper application, during business hours at the office of
the Corporation where such books and records are kept.

                                      -23-


                       Reports to President and Directors

     (6)       When and as requested, render to the President and Directors
accounts of all his transactions as Treasurer and of the financial condition of
the Corporation.

                        Financial Report to Shareholders

     (7)       Upon the written request of any shareholder of the Corporation
and within fourteen (14) days thereafter, mail to such shareholder the
then-latest annual balance sheet and income statement of the Corporation. Such
financial statements shall have been prepared in accordance with generally
accepted accounting principles by an independent public or certified public
accountant.

                                      Bond

     (8)       Give to the Corporation a bond, if required by the Board of
Directors, in a sum, and with one or more sureties, or a surety company
satisfactory to the Board, for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement, or removal from office, of all books, papers, vouchers,
money, and other property of whatever kind in his possession or under his
control belonging to the Corporation.

                                  Other Duties

     (9)       In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
Board of Directors.

                              Absence of Treasurer

     (10)      In case of the absence or disability of the Treasurer or his
refusal or neglect to act, the Assistant Secretary or the Secretary acting as
Assistant Treasurer may perform all of the functions of the Treasurer. In the
absence or inability to act, or refusal or neglect to act, of both the Treasurer
and the Secretary, any person thereunto authorized by the President or Vice
Presidents, if any, or by the Board of Directors may perform the functions of
the Treasurer.

                                      -24-


                               Assistant Treasurer

     6.11.     The Assistant Treasurer, if required so to do by the Board of
Directors, shall respectively give bonds for the faithful discharge of his
duties in such sums and with such sureties as the Board of Directors shall
require. At the request of the Treasurer, or, in his absence or disability, the
Assistant Treasurer designated as set forth in preceding subparagraph 6.10(10)
of these regulations shall perform all the duties of the Treasurer and when so
acting shall have all the powers of and be subject to all restrictions on the
Treasurer. He shall perform such other duties as from time to time may be
assigned to him by the Board of Directors or the Treasurer.

                                    Salaries

     6.12.     The salaries of the officers shall be fixed from time to time by
the Board of Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the Corporation.

                                  ARTICLE SEVEN

                  EXECUTION OF INSTRUMENTS AND DEPOSIT OF FUNDS

                     Authority for Execution of Instruments

     7.01.     The Board of Directors, except as otherwise provided in these
Bylaws, may authorize any officer or

                                      -25-


officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances; and, unless so authorized, no
officer, agent, or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any sum of money or for any purpose.

                            Execution of Instruments

     7.02      Unless otherwise specifically determined by the Board of
Directors or otherwise required by law, formal contracts of the Corporation,
promissory notes, mortgages, and other evidences of indebtedness of the
Corporation, and other corporate instruments or documents, and certificates of
shares of stock owned by the Corporation, shall be executed, signed, or endorsed
by the President or any Vice President and by the Secretary or the Treasurer, or
any Assistant Secretary or Assistant Treasurer, and may have the corporate seal,
if any, affixed thereto.

                           Bank Accounts and Deposits

     7.03.     All funds of the Corporation shall be deposited from time to time
to the credit of the Corporation with such banks, bankers, trust companies, or
other depositories as the Board of Directors may select or

                                      -26-


as may be selected by any officer or officers, agent or agents of the
Corporation to whom such power may be delegated from time to time by the Board
of Directors.

                      Endorsement Without Countersignature

     7.04.     Endorsements for deposit of commercial paper to the credit of the
Corporation in any of its duly authorized depositories may be made without
countersignature by the President or any Vice President, or the Treasurer or any
Assistant Treasurer, or by any other officer or agent of the Corporation to whom
the Board of Directors, by resolution, shall have delegated such power.

                          Signing of Checks and Drafts

     7.05.     Except as otherwise provided in these regulations, all checks,
drafts, or other order for payment of money, notes, or other evidences of
indebtedness, issued in the name of or payable to the Corporation, shall be
signed or endorsed by such person or persons and in such manner as shall be
determined from time to time by resolution of the Board of Directors.

                                  ARTICLE EIGHT

                         ISSUANCE AND TRANSFER OF SHARES

                          Classes and Series of Shares

     8.01.     Subject to the provisions of its Articles of

                                      -27-


Incorporation, the Corporation may issue one (1) or more classes or series of
shares, or both, any of which classes or series may be with or without par
value, and with such other designations, preferences, qualifications,
privileges, limitations, options, conversion rights, and such special or
relative rights as are stated in said Articles of Incorporation. All shares
shall have the conversion, redemption, and other rights, preferences,
qualifications, limitations, and restrictions as are stated in the Articles of
Incorporation. If a class is divided into series, all the shares of any one
series shall have the same conversion, redemption, and other rights,
preferences, qualifications, limitations, and restrictions. Each outstanding
share, regardless of class, shall be entitled to one (1) vote on each matter
submitted to a vote at a meeting of shareholders.

                       Certificates for Fully Paid Shares

     8.02.     Neither shares nor certificates representing such shares may be
issued by the Corporation until the full amount of the consideration has been
paid. When such consideration has been paid to the Corporation, the certificate
representing such shares shall be issued to the shareholder.

                                      -28-


                            Consideration for Shares

     8.03.     The consideration for the issuance of shares may be paid, in
whole or in part, in money, in other property actually received, tangible or
intangible, or in labor performed for the Corporation.

                         Contents of Share Certificates

     8.04.     Certificates for shares shall be of such form and style, printed
or otherwise, as the Board of Directors may designate, and each certificate
shall state all of the following facts:

               (1)       That the Corporation is organized under the laws of the
State of Alabama.

               (2)       The name of the registered holder of the shares
represented by the certificate.

               (3)       The number and class of shares and the designation of
the series, if any, which such certificate represents;

               (4)       The par value of each share represented by such
certificate or a statement that the shares are without par value.

                 Shares in Classes or Series

     8.05.     If the Corporation is authorized to issue

                                      -29-


shares of more than one class, the certificate shall set forth, either on the
face or back of the certificate, or shall state that the Corporation will
furnish to any stockholder upon request and without charge a full statement or a
summary of all of the designations, preferences, limitations and relative rights
and preferences between the shares of each such series so far as the same have
been fixed and determined, and the authority of the Board of Directors to fix
and determine the relative rights and preferences of subsequent series.

                            Restrictions on Transfer

     8.06.     Any restrictions imposed by the Corporation on the sale or other
disposition of its shares and on the transfer thereof must be noted
conspicuously on each certificate representing shares to which the restriction
applies.

                                Preemptive Rights

     8.07.     A full summary of statement of any limitations or denials of
preemptive rights of a shareholder to acquire unissued shares of the Corporation
must be set forth on the face or back of the certificate representing shares
subject thereto.

                           Incorporation by Reference

     8.08.     In lieu of setting forth a full summary or

                                      -30-


statement of any provision, other than restrictions on transfer, on the face or
back of the certificate, such statement may be omitted from the certificate if
it shall be set forth upon the face or back of the certificate that such
statement, in full, will be furnished by the Corporation to any shareholder
without charge within five (5) days of receiving a written request therefore.

                    Signing Certificates-Facsimile Signatures

     8.09.     All share certificates shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary of the Corporation. If a
certificate is countersigned by a transfer agent or registrar, other than the
Corporation itself or its employee, any other signatures or countersignatures on
the certificate may be facsimiles. In case any officer of the transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate ceases to be an officer of the Corporation, or an officer or
employee of the transfer agent or registrar before such certificate is issued,
the certificate may be issued by the Corporation with the same effect as if the
officer of the Corporation, or the officer or employee of the transfer agent or
registrar had not ceased to be such at the date of its issue.

                                      -31-


                                  ARTICLE NINE

                      CORPORATE RECORDS, REPORTS, AND SEAL

                          Minutes of Corporate Meetings

     9.01.     The Corporation shall keep at its principal place of business a
book of minutes of all meetings of its Board of Directors and of its
shareholders with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice thereof given, the names of those
present at Directors' meetings, the number of shares or members present or
represented at shareholders' meetings, and the proceedings thereof.

                                Books of Account

     9.02.     The Corporation shall keep and maintain at its principal place of
business adequate and correct accounts of its properties and business
transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares. Any surplus,
including earned surplus, capital surplus, and surplus arising from a reduction
of stated capital, shall be classified according to source and shown in a
separate account.

                                 Share Register

     9.03.     The Corporation shall keep at its principal place of business or
at the office of its transfer agent

                                      -32-


domestic or foreign. Such inspection by a Director may be made in person or by
agent or attorney, and the right of inspection includes the right to make
extracts.

                                   Fiscal Year

     9.06.     The fiscal year of the Corporation shall be as determined by the
Board of Directors.

                                 Corporate Seal

     9.07.     The Board of Directors may, but need not, adopt, use, and
thereafter alter, a corporate seal.

                                   ARTICLE TEN

                               AMENDMENT OF BYLAWS

               Bylaws may be altered, amended, or repealed, and new Bylaws may
be adopted either by the vote or the written assent of shareholders entitled to
exercise a majority of the voting power of the corporation or by the Board of
Directors, provided that such Bylaws as adopted or amended are not in conflict
with the Articles of Incorporation or with law.

                                      -34-

EX-3.78

                                                                    EXHIBIT 3.78

                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                     FILED 02:00 PM 04/30/1998
                                                        981166193 - 2890943


                          CERTIFICATE OF INCORPORATION

                                       OF

                           DERMPATH ACQUISITION CORP.,

                           - A Delaware Corporation -

          FIRST: NAME. The name of the Corporation is Dermpath Acquisition Corp.
(hereinafter referred to as the "CORPORATION").


          SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          THIRD: PURPOSE. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware. The Corporation shall possess and may
exercise all the powers and privileges granted by the General Corporation Law
of the State of Delaware or by any other law or this Certificate of
Incorporation, together with any powers incidental thereto, so far as such
powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business or purposes of the Corporation set forth in the
preceding sentence hereof.

          FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 3000 shares of common stock, par
value $0.01 per share.

          FIFTH: INCORPORATOR. The name and mailing address of the sole
incorporator of the Corporation are Stephanie R. Greene, c/o Richards &
O'Neil, LLP, 885 Third Avenue, New York, New York 10022-4873.

          SIXTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:

               (1)  The election of directors may be conducted in any manner
          provided in the By-laws of the Corporation, and need not be by written
          ballot.

               (2)  The Board of Directors shall have the power to make, adopt,
          alter, amend or repeal the By-laws of the Corporation.



          SEVENTH: REORGANIZATION. Whenever a compromise or arrangement is
proposed between the Corporation and its creditors or any class of them and/or
between the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of the Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agrees to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

          EIGHTH: LIABILITY OF DIRECTORS. No director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for breach
of his fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after the date hereof to authorize corporate action
further eliminating or limiting the liability of directors, then the liability
of each director of the Corporation shall automatically be eliminated or limited
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended. Any repeal or modification of the provisions of this
Article EIGHTH shall not adversely affect any right or protection of a director
of the Corporation existing pursuant to this Article EIGHTH at the time of such
repeal or modification.

          THE UNDERSIGNED, being the sole incorporator of the Corporation, for
the purpose of forming a corporation under the laws of the State of Delaware,
does hereby sign this Certificate of Incorporation this 30th day of April, 1998.

                                              INCORPORATOR:

                                              /s/ Stephanie R. Greene
                                              ---------------------------
                                              Stephanie R. Greene



                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                     FILED 02:00 PM 04/30/1998
                                                        981166193 - 2890943


                              CERTIFICATE OF MERGER

                                       OF

                                 DERMPATH, INC.
                            (A NEW YORK CORPORATION)

                                      INTO

                           (DERMPATH ACQUISITION CORP.
                            (A DELAWARE CORPORATION)

                                    ********

          The undersigned corporation does hereby certify that:

          FIRST: The constituent corporations to the merger (the "Merger") are
Dermpath, Inc., a New York corporation, and Dermpath Acquisition Corp., a
Delaware corporation.

          SECOND: An Agreement of Merger (the "Merger Agreement") was approved,
adopted, certified, executed, and acknowledged by each of the constituent
corporations in accordance with Section 252(c) of the General Corporation Law of
the State of Delaware.

          THIRD: The name of the surviving corporation is Dermpath Acquisition
Corp.

          FOURTH: The Certificate of Incorporation of the surviving corporation
shall be the certificate of Incorporation, except that Article FIRST shall be
amended to change the name of the surviving corporation to Dermpath, Inc.

          FIFTH: The executed Merger Agreement is on file at an office of the
surviving corporation at Two Overhill Road, Scarsdale, New York 10583.

          SIXTH: A copy of the Merger Agreement will be furnished on request and
without cost to any stockholder of either the constituent corporations.

          SEVENTH: The authorized capital of Dermpath,Inc., a New York
Corporation, is 200 shares of Common Stock, no par value.



          IN Witness WHEREOF, the undersigned has executed this Certificate this
23rd day of June,1998.

                                              DERMPATH ACQUISITION CORP.


                                              BY: [ILLEGIBLE]
                                                 ------------------------------
                                                 Name: [ILLEGIBLE]
                                                 Title: Vice President

EX-3.79

                                                                    EXHIBIT 3.79

                           DERMPATH ACQUISITION CORP.
                          -- A DELAWARE CORPORATION --

                                     BY-LAWS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

          Section 1.1.   ANNUAL MEETINGS. The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
may properly come before such meeting shall be held each year on such date and
at such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.

          Section 1.2.   SPECIAL MEETINGS. Special meetings of the stockholders
may be called by the Board of Directors, the President, any Vice President, or
the holders of a majority of the shares of the Corporation then issued and
outstanding and entitled to vote at such meeting. Any such meeting shall be held
on such date and at such time and place, within or without the State of
Delaware, as may be designated by the person or persons calling such meeting.

          Section 1.3.   NOTICE OF MEETINGS; WAIVER OF NOTICE.

          (a)  NOTICE OF MEETINGS. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given by mail, facsimile, telegram, cable or personal delivery by or at the
direction of the President, any Vice President, the Secretary, any Assistant
Secretary or other persons calling the meeting, and shall state the place, date
and hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than 10 nor more than 60
days before the date of the meeting to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be directed to each stockholder at his
address as it appears on the records of the Corporation.

          (b)  WAIVER OF NOTICE. Whenever notice is required to be given to the
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the Certificate of Incorporation of the
Corporation.



          Section 1.4.   QUORUM. The presence at any meeting, in person or by
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business, except as otherwise provided by law or
the Certificate of Incorporation of the Corporation.

          Section 1.5.   ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy at
a meeting, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to act as chairman or secretary of such meeting, may
adjourn the meeting to another time or place.

          When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

          Section 1.6.   ORGANIZATION. The President or any Vice President, or,
in the absence of either of them, a chairman appointed by the stockholders,
shall act as chairman of all meetings of stockholders. The Secretary or, in his
absence or disability, any Assistant Secretary, or, in the absence of both of
them, a Secretary appointed by the chairman of the meeting, shall act as
secretary at all meetings of stockholders.

          Section 1.7.   VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting. Unless
otherwise provided in the Certificate of Incorporation, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Except as otherwise provided by law, in all other matters the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Voting, including voting for the election of directors,
need not be by written ballot.

          Section 1.8.   PROXIES. Each stockholder entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power.

          Section 1.9.   STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of

                                       -2-


stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address and number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the entire time
thereof, and may be inspected by any stockholder who is present.

          Section 1.10.  INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

          Section 1.11.  FIXING THE RECORD DATE. So that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix in advance a record date,
which shall not precede the date upon which the resolution fixing the record
date is adopted by the Board, and (i) in the case of a meeting, shall not be
more than 60 nor less than 10 days before the date of such meeting, or (ii) in
the case of a written consent, shall not exceed by more than 10 days the date
upon which the resolution fixing the record date is adopted by the Board, or
(iii) in the case of any other action, shall not be more than 60 days prior to
such action. Only those stockholders of record on the date so fixed shall be
entitled to any of the foregoing rights, notwithstanding the transfer of any
stock on the books of the Corporation after any such record date fixed by the
Board of Directors.

                                   ARTICLE II

                   CONSENT OF STOCKHOLDERS IN LIEU OF MEETING

Unless otherwise provided in the Certificate of Incorporation, any action
required by law or these By-laws to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation as required by law.
Prompt notice of the taking of the

                                       -3-


corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not so consented in writing.

                                   ARTICLE III

                               BOARD OF DIRECTORS

          Section 3.1.   NUMBER. The Board of Directors shall consist of one or
more directors, as fixed from time to time by resolution of either the Board of
Directors or the stockholders in accordance with applicable law (each being
subject to any subsequent resolutions of either of them).

          Section 3.2.   ELECTION AND TERM OF OFFICE. Directors shall be elected
at the annual meeting of the stockholders, except as provided in Sections 3.3 or
3.11 of these By-laws. Each director (whether elected at an annual meeting or to
fill a vacancy or otherwise) shall hold office until his successor shall have
been duly elected and qualified or until his earlier death, resignation or
removal in the manner hereinafter provided.

          Section 3.3.   VACANCIES AND ADDITIONAL DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a
single class shall be filled by a majority of directors then in office, although
less than a quorum, or by a vote of a plurality of the votes of the shares
present in person or represented by proxy at a special meeting and entitled to
vote on the election of directors, or by written consent of the holders of a
plurality of the outstanding shares entitled to vote for the election of
directors, in accordance with Article II hereof.

          Section 3.4.   MEETINGS.

          (a)  REGULAR MEETINGS. The Board of Directors may by resolution
provide for the holding of regular meetings for the organization of the
Corporation, for the election of officers and for the transaction of such other
business as may properly come before the meeting, and may fix the times and
places at which such meetings shall be held. Notice of regular meetings shall
not be required to be given, provided that whenever the time or place of regular
meetings shall be fixed or changed, notice of such action shall be given
promptly by mail, facsimile, telegram, radio, cable, telephone or personal
delivery to each director who shall not have been present at the meeting at
which such action was taken, addressed, sent, delivered or communicated to him
at his residence or usual place of business.

          (b)  SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the direction of the President, any Vice President or
one-third of the directors then in office, except that when the Board of
Directors consists of one director, then such director may call a special
meeting. Except as otherwise required by law, notice of each special meeting
shall be mailed to each director, addressed to him at his residence or usual
place of business, at least five days before the day on which such meeting is to
be held, or shall be sent

                                       -4-


to him at such place by facsimile, telegram, radio or cable, or telephoned or
delivered to him personally, not later than 24 hours before the day on which
such meeting is to be held. Such notice shall state the time and place of such
meeting, but need not state the purpose thereof, unless otherwise required by
law, the Certificate of Incorporation of the Corporation or these By-laws.

          (c)  WAIVER OF NOTICE. Whenever notice is required to be given to the
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.

          (d)  PARTICIPATION BY CONFERENCE CALL. Members of the Board of
Directors may participate in any meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at the meeting.

          Section 3.5.   QUORUM; VOTING. Unless the Certificate of Incorporation
of the Corporation provides otherwise, at each meeting of the Board of Directors
a majority of the total number of members of the Board of Directors shall
constitute a quorum for the transaction of business, except that when the Board
consists of only one director, then one director shall constitute a quorum.
Unless otherwise required by the Certificate of Incorporation of the Corporation
or these By-laws, a vote of the majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board.

          Section 3.6.   ADJOURNMENTS. A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place. Notice of any adjournment of a meeting of the Board of Directors to
another time or place shall be given to the directors who were not present at
the time of the adjournment and, unless such time and place are announced at
such meeting, to the directors who were present.

          Section 3.7.   ORGANIZATION. The President or any Vice President, or
in the absence of all of them, a chairman appointed by the directors present at
such meeting, shall act as chairman at meetings of directors. The Secretary, or
in his absence or disability, any Assistant Secretary, or in the absence of all
of them, a secretary appointed by the chairman of the meeting, shall act as
secretary at all meetings of the Board of Directors.

          Section 3.8.   ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting

                                       -5-


if all members of the Board consent thereto in writing and such writing or
writings are filed with the minutes of proceedings of the Board.

          Section 3.9.   MANNER OF ACTING. A member of the Board of Directors
shall, in the performance of his duties, be fully protected in relying in
good faith upon the records of the Corporation and upon such information,
opinions, reports or statements presented to the Corporation by any of the
Corporation's officers or employees, or committees of the Board, or by any
other person as to matters the director reasonably believes are within such
other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

          Section 3.10.  RESIGNATION OF DIRECTORS. Any director may resign at
any time upon giving written notice of such resignation to the Board of
Directors, the President, any Vice President or the Secretary. Unless
otherwise specified in such notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or any such officer, and acceptance
of such resignation shall not be necessary to make it effective.

          Section 3.11.  REMOVAL OF DIRECTORS. At any meeting of the
stockholders duly called as provided in these By-laws, any director or directors
may be removed from office, either with or without cause, as provided by law. At
such meeting, a successor or successors may be elected by a plurality of the
votes cast, or if any such vacancy is not so filled, it may be filled by the
directors as provided in Section 3.3 of these By-laws.

          Section 3.12.  COMPENSATION OF DIRECTORS. Directors may receive such
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

          Section 4.1.   DESIGNATION AND POWERS. The Board of Directors may, by
a resolution passed by a majority of the entire Board of Directors, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. Any such committee, to the extent provided in such
resolution and permitted by law, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; PROVIDED, HOWEVER, that no such
committee shall have the power or authority to (i) amend the Certificate of
Incorporation of the Corporation, except as permitted by law, (ii) adopt an
agreement of merger or consolidation, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation's
property

                                       -6-


or assets, (iv) recommend to the stockholders a dissolution of the Corporation,
or a revocation of a dissolution, (v) amend the By-laws of the Corporation, (vi)
submit to shareholders any matter that needs shareholders' approval, (vii) fill
vacancies in the Board of Directors or any committee thereof, (viii) fix the
compensation of the directors for serving on the Board of Directors or any
committee thereof, or (ix) amend or repeal any resolution of the Board of
Directors which includes among its terms a provision that it is not so amendable
or repealable. Any such committee, to the extent provided in such resolution,
shall have the power and authority to (i) declare a dividend, (ii) authorize the
issuance of stock, or (iii) adopt a certificate of ownership and merger as
permitted by law.

          Section 4.2.   TERM OF OFFICE. The term of office of the members of
each committee shall be as fixed from time to time by the Board of Directors,
subject to these By-laws; PROVIDED, HOWEVER, that any committee member who
ceases to be a member of the Board of Directors shall IPSO FACTO cease to be a
member of any committee thereof.

          Section 4.3.   ALTERNATE MEMBERS AND VACANCIES. The Board of Directors
may designate one or more directors as alternate members of any committee who,
in the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members or the number of absent or disqualified members exceeds the number of
alternate members who are present at such meeting, then the member or members of
such committee (including alternates) present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member. If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining member or members of such committee, so long as a quorum is present,
may continue to act until such vacancy is filled by the Board of Directors.

          Section 4.4.   MEETINGS. Each committee shall fix its own rules of
procedure, and shall meet where and as and upon such notice as provided by such
rules or by resolution of the Board of Directors. Each committee shall keep
regular minutes of its proceedings and all actions by each committee shall be
reported to the Board of Directors at its next regular meeting succeeding any
such action. Members of any committee designated by the Board may participate in
a meeting of the committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at the meeting.

          Section 4.5.   QUORUM; VOTING. At each meeting of any committee the
presence of a majority of the total number of its members then in office shall
constitute a quorum for the transaction of business; except that when a
committee consists of one member, then one member shall constitute a quorum, A
vote of the majority of committee members present at any meeting of a committee
at which a quorum is present shall be the act of such committee.

                                       -7-


          Section 4.6.   ADJOURNMENTS. A majority of the members of a committee
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.

          Section 4.7.   ACTION OF COMMITTEE WITHOUT MEETING. Any action
required or permitted to be taken at any meeting of any committee designated by
the Board of Directors may be taken without a meeting if all members of such
committee consent thereto in writing and such writing or writings are filed with
the minutes of the proceedings of such committee.

          Section 4.8.   MANNER OF ACTING.A member of any committee designated
by the Board of Directors shall, in the performance of his duties, be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees, or other committees of the
Board of Directors, or by any other person as to matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the Corporation.

          Section 4.9.   RESIGNATION OF COMMITTEE MEMBERS. Any member of a
committee may resign at any time by giving written notice of such resignation to
the Board of Directors, the President, any Vice President or the Secretary.
Unless otherwise specified in such notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or any such officer, and
acceptance of such resignation shall not be necessary to make it effective.

          Section 4.10.  REMOVAL OF COMMITTEE MEMBERS. Any member of any
committee may be removed with or without cause at any time by the Board of
Directors.

          Section 4.11.  COMPENSATION OF COMMITTEE MEMBERS. Committee members
may receive such reasonable compensation for their services as committee
members, whether in the form of salary or a fixed fee for attendance at
meetings, with expenses, if any, as the Board of Directors may from time to time
determine. Nothing contained herein shall be construed to preclude any committee
member from serving the Corporation in any other capacity and receiving
compensation therefor.

                                    ARTICLE V

                                    OFFICERS

          Section 5.1.   OFFICERS. The officers of the Corporation shall be a
Chairman, President, one or more Vice Presidents (if elected by the Board of
Directors), a Secretary, a Treasurer, and such other officers as may be
appointed in accordance with the provisions of Section 5.3 of these By-laws. The
Board of Directors may designate one or more Vice Presidents as Executive Vice
Presidents, and may use descriptive words or phrases to designate the standing,
seniority or area of special competence of the Vice Presidents elected or
appointed by it.

                                       -8-


          Section 5.2.   ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each
officer (except such officers as may be appointed in accordance with the
provisions of Section 5.3 of these By-laws) shall be elected or appointed by a
majority of the Board of Directors present at any meeting at which such election
is held. Unless otherwise provided in the resolution of election, each officer
(whether elected at the first meeting of the Board of Directors after the annual
meeting of stockholders or to fill a vacancy or otherwise) shall hold his office
until the first meeting of the Board of Directors after the next annual meeting
of stockholders and until his successor shall have been elected and qualified,
or until his earlier death, resignation or removal.

          Section 5.3.   SUBORDINATE OFFICERS AND AGENTS. The Board of Directors
may from time to time appoint other officers or agents (including, without
limitation, one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.

          Section 5.4.   CHAIRMAN. The Chairman of the Board shall be elected by
the Board of Directors and shall preside at meetings of the Board of Directors
and stockholders of the Corporation.

          Section 5.5.   THE PRESIDENT. The President shall be elected by the
Board of Directors, and shall be the chief executive officer of the Corporation.
He shall see that all orders and resolutions of the Board of Directors are
carried into effect. Subject to the authority and direction of the Board of
Directors, the President shall have charge of the business, affairs and property
of the Corporation. The President may sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature) and
execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent. The
President shall also have such other powers and perform such other duties as may
from time to time be prescribed by the Board of Directors or these By-laws.

          Section 5.6.   VICE PRESIDENTS. At the request of the President, or in
his absence or disability, the Vice President designated by the Board of
Directors shall perform all the duties of the President and, when so acting,
shall have all the powers of and be subject to all the restrictions on the
President. Any Vice President may also sign (which signature may be a facsimile
signature), with any other officer thereunto duly authorized, certificates
representing stock of the Corporation, the issuance of which shall have been
duly authorized, and may sign (which signature may be a facsimile signature) and
execute, in the name and on behalf of the Corporation, deeds, mortgages, bonds,
contracts, agreements and other instruments and documents duly authorized by the
Board of Directors, except where the signing and execution

                                       -9-


thereof shall be expressly delegated by the Board of Directors to another
officer or agent. Each Vice President shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the President or these By-laws.

          Section 5.7.   THE SECRETARY. The Secretary shall

               (a)       record all the proceedings of meetings of the
          stockholders, the Board of Directors, and any committees thereof in a
          book or books to be kept for that purpose;

               (b)       cause all notices to be duly given in accordance with
          the provisions of these By-laws and as required by law;

               (c)       whenever any committee shall be appointed pursuant to a
          resolution of the Board of Directors, furnish the chairman of such
          committee with a copy of such resolution;

               (d)       be custodian of the records and the seal of the
          Corporation, and cause such seal to be affixed to (or a facsimile to
          be reproduced on) all certificates representing stock of the
          Corporation prior to the issuance thereof and all instruments the
          execution of which in the name and on behalf of the Corporation and
          under its seal shall have been duly authorized;

               (e)       see that the lists, books, reports, statements,
          certificates and other documents and records required by law are
          properly kept and filed;

               (f)       have charge of the stock and transfer books of the
          Corporation, and exhibit such books at all reasonable times to such
          persons as are entitled by law to have access thereto;

               (g)       sign (which signature may be a facsimile signature),
          with any other officer thereunto duly authorized, certificates
          representing stock of the Corporation, the issuance of which shall
          have been duly authorized, and sign (which signature may be a
          facsimile signature) and execute, in the name and on behalf of the
          Corporation, instruments and documents duly authorized by the Board of
          Directors, except where the signing and execution thereof shall be
          expressly delegated by the Board of Directors to another officer or
          agent; and

               (h)       in general, perform all duties incident to the office
          of Secretary and have such other powers and perform such other duties
          as may from time to time be prescribed by the Board of Directors, the
          President or these By-laws.

          Section 5.8.   ASSISTANT SECRETARIES. At the request of the
Secretary, or in his absence or disability, the Assistant Secretary designated
by the Secretary, the Board of

                                      -10-


Directors, or the President, shall perform all the duties of the Secretary, and,
when so acting, shall have all the powers of and be subject to all the
restrictions on the Secretary. Each Assistant Secretary shall have such other
powers and perform such other duties as may from time to time be prescribed by
the Board of Directors, the President, the Secretary or these By-laws.

          Section 5.9.   THE TREASURER. The Treasurer shall

               (a)       have charge of and supervision over and be responsible
          for the funds, securities, receipts and disbursements of the
          Corporation;

               (b)       cause the moneys and other valuable effects of the
          Corporation to be deposited in the name and to the credit of the
          Corporation in such banks or trust companies, or with such bankers or
          other depositaries, as shall be selected in accordance with Section
          7.3 of these By-laws, or to be otherwise dealt with in such manner as
          the Board of Directors may direct from time to time;

               (c)       cause the funds of the Corporation to be disbursed by
          checks or drafts upon the authorized depositaries of the Corporation,
          and cause to be taken and preserved proper vouchers for all moneys
          disbursed;

               (d)       render to the Board of Directors, or the President,
          whenever requested, a statement of the financial condition of the
          Corporation and of all of his transactions as Treasurer;

               (e)       cause to be kept at the Corporation's principal office
          correct books of account of all of the Corporation's business and
          transactions and such duplicate books of account as he shall determine
          and, upon application, cause such books or duplicates thereof to be
          exhibited to any director;

               (f)       be empowered, from time to time, to require from the
          officers or agents of the Corporation reports or statements giving
          such information as he may desire or deem appropriate with respect to
          any or all financial transactions of the Corporation;

               (g)       sign (which signature may be a facsimile signature),
          with any other officer thereunto duly authorized, certificates
          representing stock of the Corporation, the issuance of which shall
          have been duly authorized, and sign (which signature may be a
          facsimile signature) and execute, in the name and on behalf of the
          Corporation, instruments and documents duly authorized by the Board of
          Directors, except where the signing and execution thereof shall be
          expressly delegated by the Board of Directors to another officer or
          agent; and

                                      -11-


               (h)       in general, perform all duties incident to the office
          of Treasurer and have such other powers and perform such other duties
          as may from tune to time be prescribed by the Board of Directors, the
          President or these By-laws.

          Section 5.10.  ASSISTANT TREASURER. At the request of the Treasurer,
or in his absence or disability, the Assistant Treasurer designated by the
Treasurer, the Board of Directors, or the President shall perform all the duties
of the Treasurer, and, when so acting, shall have all the powers of and be
subject to all the restrictions on the Treasurer. Each Assistant Treasurer shall
have such other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the President, the Treasurer or these
By-laws.

          Section 5.11.  RESIGNATIONS. Any officer may resign at any time by
giving written notice of such resignation to the Board of Directors, the
President, any Vice President or the Secretary. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors or any such officer, and the acceptance of such
resignation shall not be necessary for it to be effective.

          Section 5.12.  REMOVAL. Any officer specifically designated in Section
5.1 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors then
in office. Any officer or agent appointed pursuant to the provisions of Section
5.3 of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors
present at such meeting or at any time by any superior officer or agent upon
whom such power of removal shall have been conferred by the Board of Directors.

          Section 5.13.  VACANCIES. Any vacancy in any office (whether by reason
of death, resignation, removal, disqualification or otherwise) shall be filled
for the unexpired portion of the term in the manner prescribed by these By-laws
for regular elections or appointments to such office.

          Section 5.14.  COMPENSATION. The salaries of the officers of the
Corporation shall be fixed from time to time by the Board of Directors, except
that the Board of Directors may delegate to any person the power to fix the
salaries or other compensation of any officers or agents appointed pursuant to
the provisions of Section 5.3 of these By-laws. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.

          Section 5.15.  BONDING. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

                                      -12-


                                   ARTICLE VI

                                 INDEMNIFICATION

          The Corporation shall indemnify, in the manner and to the fullest
extent permitted by applicable law, any person (or the estate of any person) who
was or is a party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether or not by or in the
right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, fiduciary, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. To the extent and in the manner provided by
applicable law, any such expenses shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding. Unless otherwise
permitted by applicable law, the indemnification provided for herein shall be
made only as authorized in the specific case upon a determination, made in the
manner provided by applicable law, that indemnification of such director,
officer, employee or agent is proper in the circumstances. The Corporation may,
to the fullest extent permitted by applicable law, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability which may be
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law. The indemnification
and advancement of expenses provided for herein shall not be deemed to limit the
right of the Corporation to indemnify or make advances to any other person for
any expenses (including attorneys' fees), judgments, fines or other amounts to
the fullest extent permitted by applicable law, nor shall they be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                                   ARTICLE VII

                          EXECUTION OF INSTRUMENTS AND
                           DEPOSIT OF CORPORATE FUNDS

          Section 7.1.   EXECUTION OF INSTRUMENTS GENERALLY. Subject to the
approval of the Board of Directors, the President, any Vice President, the
Secretary or the Treasurer may enter into any contract or execute and deliver
any instrument in the name and on behalf of the Corporation. The Board of
Directors may authorize any officer or officers or agent or agents

                                      -13-


to enter into any contract or execute and deliver any instrument in the name and
on behalf of the Corporation, and such authorization may be general or confined
to specific instances.

          Section 7.2.   BORROWING. No loans or advances shall be obtained or
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors or a committee thereof. Such authorization may be general or
confined to specific instances. Any officer or agent of the Corporation
thereunto so authorized may obtain loans and advances for the Corporation, and
in connection with such loans and advances may make, execute and deliver
promissory notes, bonds or other evidences of indebtedness of the Corporation.
Any officer or agent of the Corporation so authorized may pledge, hypothecate or
transfer as security for the payment of any and all loans, advances,
indebtedness and liabilities of the Corporation any and all stocks, bonds, other
securities and other personal property at any time held by the Corporation, and
to that end may endorse, assign and deliver the same and do every act and thing
necessary or proper in connection therewith.

          Section 7.3.   DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositaries as the Board of
Directors may select, or as may be selected by any officer or officers or agent
or agents authorized to do so by the Board of Directors. Endorsements for
deposit to the credit of the Corporation in any of its duly authorized
depositaries shall be made in such manner as the Board of Directors may from
time to time determine.

          Section 7.4.   CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, and all notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers or agent or agents of the Corporation, and in such manner, as from time
to time shall be determined by the Board of Directors.

          Section 7.5.   PROXIES. Proxies to vote with respect to shares of
stock of other corporations owned by or standing in the name of the Corporation
may be executed and delivered from time to time on behalf of the Corporation by
the President, or any Vice President, or by any other person or persons
thereunto authorized by the Board of Directors.

                                  ARTICLE VIII

                                      STOCK

          Section 8.1.   FORM AND EXECUTION OF CERTIFICATES. The shares of
capital stock of the Corporation shall be represented by certificates in the
form approved by the Board of Directors from time to time. The certificates
shall be signed by, or in the name of the Corporation by, the President or any
Vice President, and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer. Any or all of the signatures on the certificates may
be facsimile signatures. In case any officer, transfer agent or registrar who
has

                                      -14-


signed or whose facsimile signature has been placed upon such certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

          Section 8.2.   REGULATIONS. The Board of Directors may make such rules
and regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

          Section 8.3.   TRANSFER AGENT AND REGISTRAR. The Board of Directors
may appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.

                                   ARTICLE IX

                                 CORPORATE SEAL

          The corporate seal shall be circular in form, shall bear the name of
the Corporation and words and figures denoting its organization under the laws
of the State of Delaware and the year thereof, and otherwise shall be in such
form as shall be approved from time to time by the Board of Directors.

                                    ARTICLE X

                                   FISCAL YEAR

          The fiscal year of the Corporation shall begin on the first day of
January in each year or such other day as the Board of Directors may determine
by resolution.

                                   ARTICLE XI

                                   AMENDMENTS

          These By-laws may be altered, amended or repealed, or new By-laws may
be adopted by the Board of Directors at any regular or special meeting by the
affirmative vote of the majority of the Board or by unanimous written consent to
action in lieu thereof. By-laws adopted by the Board of Directors may be
altered, amended or repealed by the stockholders of the Corporation.

                                      -15-

EX-3.80

                                                                    EXHIBIT 3.80

                                                           FILED

                                                   In the Office of the

                                               Secretary of State of Texas

                                                       Jul 21 1997

                                                    Corporations Section


                          ARTICLES OF INCORPORATION OF

                             DFW 5.01(a) CORPORATION


         I, the undersigned natural person of eighteen (18) years or more,
 acting as incorporator of a corporation under the Texas Non-Profit Corporation
 Act, do hereby adopt the following Articles of Incorporation for such
 corporation:

                                   ARTICLE ONE

         The name of the corporation is DFW 5.01(a) Corporation.

                                   ARTICLE TWO

         The corporation is a non-profit corporation.

                                  ARTICLE THREE

         The period of its duration is perpetual.

                                  ARTICLE FOUR

         The corporation is organized and shall be operated exclusively to
carry out one or more of the following purposes:

         (a) conducting scientific research and research projects in the public
             interest in the fields of medical sciences, medical economics,
             public health, sociology and related areas;

         (b) supporting medical education in medical schools through grants and
             scholarships;

         (c) improving and developing of the capabilities of individuals and
             institutions studying, teaching and practicing medicine and the
             institutions they serve;

         (d) delivering health care to the public;

                                       -1-


         (e) engaging in the instruction of the general public in the area of
             medical science, public health and hygiene and related instruction
             useful to the individual and beneficial to the community; and

         (f) conducting other activities useful or appropriate to the
             accomplishment of the foregoing purposes.

                                  ARTICLE FIVE

         The street address of the registered office of the corporation is
Jenkens & Gilchrist, 1100 Louisiana, Suite 1800, Houston, Texas 77002, and the
name of its initial registered agent at such address is David L. Ralston, Esq.

                                   ARTICLE SIX

         Except as otherwise provided in these Articles of Incorporation and in
the Bylaws of the corporation, the direction and management of the affairs of
the corporation and the control and disposition of its assets shall be vested in
a board of directors (the "Board of Directors") composed of such number of
persons (not less than three (3)) as may be fixed by the Bylaws of the
corporation. The authority of the Board of Directors shall be limited to the
extent expressly set forth in these Articles of Incorporation and in the Bylaws
of the corporation. The number of directors presently constituting the Board of
Directors is three (3). The names and addresses of the persons who shall serve
as the initial directors of the corporation are as follows:



              NAME                                          ADDRESS
              ----                                          -------
                                     
     Clay J. Cockerell, M.D.             2330 Butler Street, Suite 115
                                         Dallas, Texas 75235

     Joseph A. Sonnier, M.D.             4350 Alpha Rd.
                                         Dallas, Texas 75244

     David Wertheimer, M.D.              1700 S.E. Hillmoor Drive
                                         Port St. Lucie, Florida 34952


                                       -2-


         Each director shall hold office for the term for which he or she is
elected, except that the initial directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such directors, and until his or her
successor shall have been duly elected and qualified unless such director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

         Each director and successor director shall at all times be a physician
duly licensed to practice medicine by the Texas State Board of Medical Examiners
and actively engaged in the practice of medicine. For purposes of these Articles
of Incorporation, the term "actively engaged in the practice of medicine" shall
be as defined by the Texas State Board of Medical Examiners.

                                  ARTICLE SEVEN

         The corporation shall have one member. These Articles of Incorporation
and the Bylaws of the corporation shall define the voting rights, powers and
privileges of the member.

                                  ARTICLE EIGHT

         The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended
or repealed and new and other Bylaws may be made and adopted only by the member,
provided that any alteration, amendment or repeal, of the Bylaws, must be
approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

         The power to dissolve the corporation in accordance with the Texas
NonProfit Corporation Act shall be vested solely in the member.

                                   ARTICLE TEN

         Any action required to, or which may, be taken at a meeting of the
member or directors of the corporation or a committee of the board of directors
may be taken without a meeting if a

                                       -3-


consent in writing, setting forth the action to be taken, is signed by the
member, or a sufficient number of directors or committee members as would be
necessary to take that action at a meeting at which the member or all of the
directors or committee member were present and voted, provided such consent is
in the form provided for and such action is taken in accordance with the Act,
these Articles of Incorporation and the Bylaws of the corporation.

                                 ARTICLE ELEVEN

         Pursuant to Article 6.02, Subsection (3) of the Texas Non-Profit
Corporation Act, upon dissolution of the corporation in accordance with the laws
of the State of Texas, the Board of Directors, after paying or making provision
for payment of all liabilities of the corporation, and after returning,
transferring, or conveying those assets of the corporation that are held subject
to conditions requiring such return, transfer, or conveyance, shall distribute
all the corporation's remaining assets as the Board of Directors in its sole
discretion shall determine.

                                 ARTICLE TWELVE

         A director member or committee member of the corporation shall not be
liable to the corporation for monetary damages for an act or omission in the
director's capacity as a director, except that this Article Twelve does not
eliminate or limit the liability of a director of the corporation to the extent
the director is found liable for: (i) a breach of the director's duty of loyalty
to the corporation or its members; (ii) an act or omission not in good faith
that constitutes a breach of duty of the director to the corporation or an act
or omission that involves intentional misconduct or a knowing violation of the
law; (iii) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. If the Texas
Miscellaneous Corporation Laws Act or any other statute of the State

                                       -4-


of Texas hereafter is amended to authorize the further elimination or limitation
of the liability of directors of the corporation, then the liability of a
director of the corporation shall be limited to the fullest extent permitted by
the statutes of the State of Texas, as so amended, and such elimination or
limitation of liability shall be in addition to, and not in lieu of, the
limitation on the liability of a director of the corporation provided by the
foregoing provisions of this Article Twelve. Any repeal of or amendment to this
Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

              The name and business address of the incorporator is.

                  NAME                               ADDRESS
                  ----                               -------

           Clay J. Cockerell, M.D.          2330 Butler Street, Suite 115
                                            Dallas, Texas 75235


     IN WITNESS WHEREOF, I have hereunto set my hand on this 18th day of July,
1997.

                                            By. /s/ Clay J. Cockerell
                                               --------------------------------
                                               Clay J. Cockerell, M.D.
                                               Incorporator

                                       -5-

EX-3.81

                                                                    EXHIBIT 3.81

                                     BYLAWS

                                       OF

                             DFW 5.01(a) CORPORATION

                         A TEXAS NON-PROFIT CORPORATION



                                TABLE OF CONTENTS



                                                                                                             Page
                                                                                                      

ARTICLE I -   PURPOSES, POWERS, AND DEFINITIONS...............................................................1
              Section 1.1 Statement of Purpose................................................................1
              Section 1.2 Powers .............................................................................1
              Section 1.3 Corporate Practice of Medicine .....................................................1


ARTICLE II -  OFFICES.........................................................................................2
              Section 2.1 Principal Place of Business.........................................................2
              Section 2.2 Registered Agent....................................................................2


ARTICLE III - MEMBERS.........................................................................................2
              Section 3.1 Qualifications, Powers, and Duties..................................................2
              Section 3.2 Annual Meeting......................................................................2
              Section 3.3 Special Meetings....................................................................2
              Section 3.4 Notice of Meetings, Waiver..........................................................2
              Section 3.5 Actions Reserved to the Member......................................................3
              Section 3.6 Action by Member(s)   ..............................................................4
              Section 3.7 Quorum..............................................................................4
              Section 3.8 Voting..............................................................................4
              Section 3.9 Membership Book.....................................................................4
              Section 3.10 No Cumulative Voting...............................................................4
              Section 3.11 Action Without A Meeting...........................................................4
              Section 3.12 Meetings by Telephone..............................................................5


ARTICLE IV -  DIRECTORS.......................................................................................5
              Section 4.1 General Powers......................................................................5
              Section 4.2 Actions Reserved to the Board.......................................................5
              Section 4.3 Qualifications and TSBME Requirements...............................................5
                      Section 4.3-1 Active Practice of Medicine...............................................5
                      Section 4.3-2 Conflicts of Interest.....................................................6
                      Section 4.3-3 Reporting Requirements....................................................6
                      Section 4.3-4 Financial Relationships...................................................6
              Section 4.4 Number..............................................................................6
              Section 4.5 Election of Directors...............................................................6
              Section 4.6 Term................................................................................7
              Section 4.7 Removal of Directors................................................................7
              Section 4.8 Vacancies...........................................................................7
              Section 4.9 Meetings............................................................................7
                      Section 4.9-1 Annual and Regular Meetings...............................................7
                      Section 4.9-2 Special Meetings..........................................................7
              Section 4.10 Waiver of Notice   ................................................................8
              Section 4.11 Quorum and Voting..................................................................8


                                        i


                                                                                                      

              Section 4.12 Proxies............................................................................8
              Section 4.13 Board Committees...................................................................8
                      Section 4.13-1 Quorum...................................................................8
                      Section 4.13-2 Membership...............................................................8
              Section 4.14 Action Without A Meeting...........................................................9
              Section 4.15 Resignation........................................................................9
              Section 4.16 Meetings by Telephone..............................................................9


ARTICLE V -   OFFICERS........................................................................................9
              Section 5.1 Number and Qualifications...........................................................9
              Section 5.2 Election and Term...................................................................9
              Section 5.3 Removal.............................................................................9
              Section 5.4 Vacancies...........................................................................9
              Section 5.5 Duties.............................................................................10
                      Section 5.5-1 President................................................................10
                      Section 5.5-2 Vice President...........................................................10
                      Section 5.5-3 Secretary................................................................10
                      Section 5.5-4 Treasurer................................................................10
                      Section 5.5-5 Assistant Officers.......................................................11
              Section 5.6 Insurance and Bonds of Officers   .................................................11
              Section 5.7 Delegation.........................................................................11
              Section 5.8 Resignations.......................................................................11

ARTICLE VI -  MISCELLANEOUS..................................................................................11
              Section 6.1 Contracts..........................................................................11
              Section 6.2 Checks, Drafts, Orders for Payment.................................................12
              Section 6.3 Depositories.......................................................................12
              Section 6.4 Voting of Shares and Membership Interests
                           Held by the Corporation...........................................................12
              Section 6.5 Books and Records..................................................................12
              Section 6.6 Fiscal Year; Accounting Election...................................................12
              Section 6.7 Loans Prohibited...................................................................12
              Section 6.8 Revocability of Authorizations.....................................................12
              Section 6.9 Transactions in Which Directors or Officers Are Interested 13
                      Section 6.9-1 Transactions.............................................................13
                      Section 6.9-2 Quorum...................................................................13
 ARTICLE VII- AMENDMENTS.....................................................................................13
              Section 7.1 Amendments.........................................................................13



                                       ii


                                     BYLAWS

                                       OF


                             DFW 5.01(a) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION


                                    ARTICLE 1
                        PURPOSES, POWERS, AND DEFINITIONS

     SECTION 1.1 STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act, to function as provider organization with the goal of maintaining
health care services and developing new services and products to provide quality
services to the public in a cost-effective manner, and to transact any and all
other business permitted pursuant to the Texas Non-Profit Corporation Act.

     SECTION 1.2 POWERS. Except as limited by the Articles of Incorporation or
these Bylaws, the Corporation shall have and exercise such powers in furtherance
of its purposes as are now or may hereafter be granted by the laws of the State.

     SECTION 1.3 CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     SECTION 1.4 DEFINITIONS. The terms set forth below shall have the following
meanings unless otherwise required by the context in which they may be used:

          ARTICLES OF INCORPORATION. The term "Articles of Incorporation" shall
     mean the Articles of Incorporation of the Corporation filed with the
     Secretary of State of the State of Texas on the 18th day of July, 1997, and
     any amendments thereto.

          BOARD. The term "Board" shall mean the Board of Directors of the
     Corporation.

          BYLAWS. The term "Bylaws" shall mean the Bylaws of the Corporation
     except where reference is specifically made to the bylaws of another entity
     or unit.

          CORPORATION. The term "Corporation" shall mean DFW 5.01(a)
     Corporation, a Texas non-profit corporation.



          MEMBER. The term "Member" shall mean AmeriPath, Inc. or other members
     of the Corporation described in Section 3.1.

          STATE. The term "State" shall mean the State of Texas unless otherwise
     specifically indicated.

                                   ARTICLE II

                                     OFFICES

     SECTION 2.1 PRINCIPAL PLACE OF BUSINESS. The principal business office of
Corporation shall be located at 2330 Butler Street, Suite 115, Dallas, Texas
75235. The Corporation may also have offices at such other places both within
and without the State of Texas as the Board may from time to time determine or
the business of the Corporation may require.

     SECTION 2.2 REGISTERED AGENT. The Corporation shall have and continuously
maintain in the State of Texas a registered office and a registered agent whose
office is identical with such registered office. The registered office may be,
but need not be, identical with the principal business office of the Corporation
in the State of Texas, and the name of the registered agent and/or the address
of the registered office may be changed from time to time by the Board.

                                   ARTICLE III

                                     MEMBERS

     SECTION 3.1 QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall have
one Member which shall be AmeriPath, Inc. and/or other entities that meet such
standards as the initial Member shall establish. Such Member shall exercise such
rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     SECTION 3.2 ANNUAL MEETING. The Annual meeting of the Member shall be held
at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of director nominees and the transaction of such other
business as may properly come before the meeting. The Annual meeting shall be
held on such date and at such time as shall be determined by the Board and
stated in the notice of meeting.

     SECTION 3.3 SPECIAL MEETINGS. Except as otherwise provided by law or by the
Articles of Incorporation, special meetings of the Member may be called by the
Member, the President or a majority of the Board, and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     SECTION 3.4 NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,

                                        2


either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Such further, earlier
or later notice shall be given as may be required by law. A Member waives notice
of a meeting by attendance at the meeting, unless such attendance is to object
to the transaction of any business on the ground that the meeting is not
lawfully called or convened, or by written waiver signed by the Member, whether
before or after the time stated therein. Such waiver shall be equivalent to the
giving of proper notice. No notice shall be necessary for any adjourned meeting.

     SECTION 3.5 ACTIONS RESERVED TO THE MEMBER. The Member shall exercise sole
authority in the removal of directors in accordance with Section 4.7 and the
appointment or removal of officers in accordance with Section 5.2. The following
matters shall require the approval of the Member of the Corporation following
consultation with the Board:

          (a)  The annual operating and capital budgets of the Corporation;

          (b)  Deviations in excess of $5,000.00 from annual operating and
               capital budgets;

          (c)  The sale, lease, mortgage, or other transfer or encumbrance of
               the real property of the Corporation;

          (d)  The sale, lease, mortgage, or other transfer or encumbrance of
               the personal property of the Corporation in excess of $5,000;

          (e)  The merger, acquisition, consolidation, liquidation, or
               dissolution of the Corporation;

          (f)  The borrowing or lending or money or the creation of indebtedness
               through the guaranty of another's debt or similar action;

          (g)  The working, giving or seeking of grants;

          (h)  The settlement of claims or litigation;

          (i)  Contracts or agreements in which the Corporation is at financial
               risk, including but not limited to employment contracts,
               management agreements and managed care contracts, including
               fee-for-service, discounted fee-for-service, risk pool, capitated
               and other "at risk" service agreements;

          (j)  Compensation and benefits for any physician employed or retained
               by the Corporation;

                                        3


          (k)  Subsequent to the organizing and incorporating physicians'
               selection of the initial Board, the appointment or election of
               directors in accordance with Section 4.5; and

          (l)  The altering, amending, or repeal of the Articles of
               Incorporation, or of these Bylaws in accordance with Section 7.1.

          (m)  Any power not specifically vested in the Board shall be reserved
               to the Member.

     SECTION 3.6 ACTION BY MEMBER(S). Any action which may be required by law,
the Articles of Incorporation, or these Bylaws to be taken by the Member shall
be evidenced in writing, signed by the president or any vice president of the
Member for and on behalf of the Member and shall be filed in the minute book of
the Corporation as part of the permanent records of the Corporation.

     SECTION 3.7 QUORUM. Except as otherwise provided by law, by the Articles of
Incorporation or by these Bylaws, a majority of the Members entitled to vote,
represented in person, shall constitute a quorum at a meeting of Members. If
less than a quorum of the Members is present at such meeting, a majority of the
Members present shall adjourn the meeting. The vote of a majority of the Members
entitled to vote and thus represented at a meeting at which a quorum is present
shall be the act of the Members, unless the vote of a greater number is required
by law or these Bylaws.

     SECTION 3.8 VOTING. At each Members meeting, every Member having the right
to vote shall be entitled to vote in person or by proxy. Each Member shall be
entitled to one vote on each matter submitted to a vote for which such Member is
entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     SECTION 3.9 MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     SECTION 3.10 NO CUMULATIVE VOTING. No Member may cumulate his votes at any
election of directors by giving one candidate as many votes as shall equal the
number of such directors multiplied by his vote, or by distributing such votes
on the same principle among any number of such candidates, or upon any other
matter.

     SECTION 3.11 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Member may be taken without a meeting if a consent
in writing, setting forth the action to be taken, is signed and dated by the
Member.

                                        4


     SECTION 3.12 MEETINGS BY TELEPHONE. The Member may participate in and hold
a regular or special meeting by means of a conference telephone or any similar
communications equipment by means of which all persons participating in the
meeting may simultaneously hear each other.

     SECTION 3.13 NON-LIABILITY OF THE MEMBERS. The Member(s) of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV

                                    DIRECTORS

     SECTION 4.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and, subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     SECTION 4.2 ACTIONS RESERVED TO THE BOARD. To the extent specified below,
the following powers shall be exercised exclusively by the Board or, upon a
resolution approved by a majority of the Board, its physician designee(s):

                   SECTION 4.2-1 PRACTICE OF MEDICINE. These Bylaws shall be
          interpreted in a manner that reserves to physicians the sole authority
          to engage in the practice of medicine and reserves to the Corporation
          and its Board of Directors the sole authority to direct the medical,
          professional, and ethical aspects of the Corporation's practice of
          medicine.

                   SECTION 4.2-2 TERMINATION OF PHYSICIANS. The termination of
          the retention of any physician to provide medical services on behalf
          of the Corporation during such physician's term of retention may be
          accomplished only by the Board or its physician designee(s). Such
          termination shall be subject to due process procedures adopted by the
          Board or its physician designee(s) or provided by the retention
          agreement between the Corporation and the subject physician.

                   SECTION 4.2-3 PROFESSIONAL POLICIES APPROVAL. All
          credentialing, quality assurance, utilization review and peer review
          policies of the Corporation shall be approved exclusively by the
          Board.

     SECTION 4.3 QUALIFICATIONS AND TSBME REQUIREMENTS.

                   SECTION 4.3-1 ACTIVE PRACTICE OF MEDICINE. Each director
          shall (i) at all times be a physician duly licensed to practice
          medicine by the Texas State Board of Medical Examiners ("the TSBME")
          and actively engaged in the practice of medicine, and (ii) comply with
          the meeting attendance requirements established by the Board and set
          forth in the Corporation's policies and procedures. For purposes of
          these Bylaws, the term "actively engaged in the practice of medicine"
          shall be as defined by the TSBME.

                                        5


                  SECTION 4.3-2 CONFLICTS OF INTEREST. No director shall, at
          any time during his or her service on the Board, serve on the Board of
          Directors, be an officer, or serve in any capacity other than as a
          provider of professional services for or in any physician-hospital
          organization, physician organization, or other provider entity
          reasonably seen as being competitive with the Corporation.

                  SECTION 4.3-3 REPORTING REQUIREMENTS. At any time during his
         or her term of office, each director shall report to the TSBME any act
         or event which such director reasonably and in good faith believes
         constitutes a violation or attempted violation of the Medical Practice
         Act or the TSBME rules governing 5.01(a) organizations. Further, upon
         election or appointment and biennially thereafter as applicable, each
         director shall submit to the TSBME a sworn statement providing that (1)
         he or she is licensed by the TSBME; (2) he or she is actively engaged
         in the practice of medicine as defined by applicable regulations; (3)
         he or she shall exercise independent judgment as a director in all
         matters and, specifically in matters relating to credentialing, quality
         assurance, utilization review, peer review, and the practice of
         medicine; (4) in serving as a director of the Corporation, he or she
         shall use best efforts to cause the Corporation to comply with all
         relevant provisions of the Texas Medical Practice Act and TSBME rules;
         and (5) he or she shall report to the TSBME any action or event which
         such director reasonably and in good faith believes constitutes a
         violation or attempted violation of the Medical Practice Act or the
         TSBME rules governing 5.01(a) organizations.

                  SECTION 4.3-4 FINANCIAL RELATIONSHIPS. Any director or nominee
         who has a financial relationship with (i) any Member, (ii) any other
         director of the Corporation, (iii) any physician retained to provide
         medical services to or on behalf of the Corporation, (iv) any other
         person providing or anticipated to provide services or supplies to or
         on behalf of the Corporation in excess of $10,000 during a 12-month
         period, or (v) any affiliate of any of the parties identified in (i),
         (ii) or (iv), shall disclose the existence and nature of such
         relationship to the Member and the Board of Directors at the time of
         nomination, appointment and election, and also to the TSBME in the
         initial application and thereafter in any biennial statements.

     SECTION 4.4 NUMBER. The number of directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
directors, the number of directors shall be determined by the Board and approval
of the Member of the Corporation.

     SECTION 4.5 ELECTION OF DIRECTORS. The initial directors shall be selected
by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals and purposes. Subsequent to the appointment of the
initial Directors, all successive Directors shall be selected in the following
manner: (1) The Member shall present a slate of nominees to the then current
Board; (2) The Board shall vote on the slate of candidates, and if the majority
of the Board approves the slate, the Member shall appoint one or more names on
the slate, as necessary, to fill the vacant positions; (3) If a majority of the
Board does not approve the slate of nominees, the Member shall propose a new
slate of nominees, and the procedure described in step two (2) shall be
repeated.
                                        6


     SECTION 4.6 TERM. The directors named in the Articles of Incorporation
shall hold office until their successors are elected and qualified. Thereafter,
directors shall be divided into two (2) classes for purposes of staggering terms
of office. Each group of directors shall be equal in number or as nearly equal
as possible to the number of directors in the other groups. The terms of office
of directors of the first group shall expire at the first annual meeting of
Member after their election, and the terms of the second group shall expire at
the second annual meeting after their election. At each annual meeting after
such classification, the number of directors equal to the number of the group
whose terms expires at the time of such annual meeting shall be elected to hold
office until the second succeeding annual meeting. No classification of
directors shall be effective prior to the first annual meeting of the Member.
Unless removed earlier, directors may serve unlimited two-year terms.

     SECTION 4.7 REMOVAL OF DIRECTORS. The following provisions govern the
removal of directors:

          (a)  BY THE MEMBER. The Member may remove a director without cause.

          (b)  BY THE CORPORATION.


               (i) Any director may be removed without cause by a majority vote
          of the Board of Directors, not including the director sought to be
          removed, provided that such removal is approved by the Member.

               (ii) Any director who ceases to meet the qualifications of this
          Article may be removed by the Board of Directors effective as of the
          date such qualifications cease to be met, and such removal shall not
          require the approval of the Member.

     SECTION 4.8 VACANCIES. Any vacancies among the directors shall be filled in
the manner specified in Section 4.5. A director elected to fill a vacancy shall
serve for the unexpired term of such director's predecessor in office.

     SECTION 4.9 MEETINGS.

                   SECTION 4.9-1 ANNUAL AND REGULAR MEETINGS. Regular meetings
         of the Board may be held with or without notice and at such time and at
         such place as shall be determined by the Board. The first meeting of
         each newly elected Board shall be held without notice immediately
         following the annual meeting of the Member and at the same place unless
         such time or place shall be changed by the unanimous consent of the
         directors then serving. Except as may be otherwise provided by law, by
         the Articles of Incorporation or by these Bylaws, neither the business
         to be transacted at nor the purpose of any regular meeting of the Board
         need be specified in the notice or waiver of notice of such meeting.

                    SECTION 4.9-2 SPECIAL MEETINGS. Special meetings of the
         Board may be called by the President or upon the written request of a
         majority of the directors. Notice of each special meeting of the Board
         shall be given to each director at least two (2) days before

                                        7


         the meeting, and such notice shall include the date, time, and place
         of the meeting. The purpose of the meeting need not be specified in the
         notice.

     SECTION 4.10 WAIVER OF NOTICE. Notice of a meeting of the Board need not be
given to any director who signs a waiver of notice either before or after the
meeting. Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except when a director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     SECTION 4.11 QUORUM AND VOTING. At all meetings of the Board, a majority of
the directors present in person shall constitute a quorum for the transaction of
business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of directors, the
directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     SECTION 4.12 PROXIES. Voting by proxies shall be prohibited.

     SECTION 4.13 BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual director of any responsibility imposed upon the Board or such
director by law. Committee members shall be indemnified as are directors as
described in the Articles of Incorporation.

                   SECTION 4.13-1 QUORUM. A majority of the members of a Board
          committee shall constitute a quorum for the transaction of business at
          any meeting of the committee, unless otherwise specifically provided
          by the Articles of Incorporation or these Bylaws. If less than a
          majority of the members of the committee are present at such meeting,
          a majority of the committee members present may adjourn the meeting
          from time to time without further notice, until a quorum shall be
          present. A majority of all the members of any such committee may
          determine its action and fix the time and place of its meetings,
          unless the Board shall otherwise provide.

                   SECTION 4.13-2 MEMBERSHIP. Each committee shall consist of
          at least two persons. The Board shall have the power at any time to
          change the number of members of any such committee, or to fill
          vacancies, or to discharge any member or any such committee.
          Committee members may be appointed by the Board or, at the Board's
          option, by the individual designated by the Board to chair the
          committee. Unless otherwise provided by

                                        8


          the Board, committee members may be but need not be directors,
          except that any committee that exercises Board authority shall
          consist of a majority of directors. Any non-directors who is a
          committee member shall have the same responsibility with respect to
          the committee as shall a director who is a committee member.

     SECTION 4.14 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of the Board or any Board committee may be taken without a
meeting if a consent in writing, describing the action so taken, is signed and
dated by all the members of the Board or committee, as the case may be.

     SECTION 4.15 RESIGNATION. A director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     SECTION 4.16 MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary: The officers need not be directors of
the Corporation.

     SECTION 5.2 ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation or removal.

     SECTION 5.3 REMOVAL. Any officer or agent may be removed by the Member with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create any contract rights.

     SECTION 5.4 VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

                                        9


     SECTION 5.5 DUTIES. The officers of the Corporation shall have such powers
and duties, except as modified by the Member as applicable, as generally pertain
to their respective offices, as well as such powers and duties as from time to
time shall be conferred by the Board or Member as applicable and by these
Bylaws.

                   SECTION 5.5-1 PRESIDENT. The president shall serve as the
         chairman of the Board as well as the chief executive officer of the
         Corporation. The president shall have general direction of the affairs
         of the Corporation and general supervision over its several officers,
         subject to the control of the Board or Member as applicable. The
         president shall: (a) at each annual meeting, and from time to time,
         report to the Member and to the Board on all matters within the
         president's knowledge, which, in his opinion, the interest of the
         Corporation may require to be brought to their notice; (b) preside at
         all meetings of the Board; (c) attend all meetings of the Member; (d)
         sign and execute in the name of the Corporation all contracts or other
         instruments authorized by the Board, except in cases where the signing
         and execution thereof shall be expressly delegated or permitted by the
         Board, the Member or by these Bylaws to some other officer or agent of
         the Corporation; and (e) in general, perform all duties incident to the
         office of president, and such other duties as from time to time may be
         assigned by the Board or as are prescribed by these Bylaws.

                   SECTION 5.5-2 VICE PRESIDENT. Each vice president shall have
         such powers and duties as may be prescribed by the Board of Directors
         or as may be delegated from time to time by the president and (in the
         order as designated by the Board of Directors, or in the absence of
         such designation, as determined by the length of time each has held the
         office of vice president continuously) shall exercise the powers of the
         president during that officer's absence or inability to act. As between
         the Corporation and third parties, any action taken by a vice president
         in the performance of the duties of the president shall be conclusive
         evidence of the president's absence or inability to act at the time
         such action was taken.

                   SECTION 5.5-3 SECRETARY. The secretary shall: (a) prepare
         the minutes of all meetings of the Member and of the Board and keep
         such minutes, as well as the minutes of all committees of the Board, in
         one or more books provided for that purpose; (b) see that all notices
         are duly given in accordance with the provisions of these Bylaws or as
         required by law; (c) serve as custodian of the corporate records of the
         Corporation; (d) have general charge of such books and papers as the
         Board may direct, including, without limitation, a record of the names
         and addresses of all Members in alphabetical order, all of which shall,
         at all reasonable times, be open to the examination of any Member, or
         his agent or attorney, for any proper purpose; and (e) authenticate
         records of the Corporation. The secretary shall also perform all duties
         and exercise all powers incident to the office of the secretary and
         such other duties and powers as the Board and/or Member as applicable,
         or the president from time to time may assign or confer.

                   SECTION 5.5-4 TREASURER. The treasurer shall: (a) keep
         complete and accurate books and records of account, showing accurately
         at all times the financial condition of

                                       10


         the Corporation; (b) be the legal custodian of all monies, notes,
         securities, and other valuables that may from time to time come into
         the possession of the Corporation; and (c) furnish at meetings of the
         Board, or whenever requested, a statement of the financial condition of
         the Corporation. The treasurer shall also perform all duties and
         exercise all powers incident to the office of the treasurer and such
         other duties and powers as the Board and/or Member as applicable, or
         the president from time to time may assign or confer.

                   SECTION 5.5-5 ASSISTANT OFFICERS. Any assistant officer(s)
         appointed by the Board shall have power to perform, and shall perform,
         all duties incumbent upon the appropriate officer(s) of the Corporation
         subject to the general direction of such officers, and shall perform
         such other duties as the Bylaws may require or the Board or Member as
         applicable may prescribe.

     SECTION 5.6 INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify directors, officers, employees and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such Indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     SECTION 5.7 DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     SECTION 5.8 RESIGNATIONS. An officer may resign at any time by delivering
notice to the Board or Member as applicable. Any such resignation shall be made
in writing and shall take effect at the time it is delivered unless the notice
specifies a later effective date. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
If a resignation is made effective at a later date and the Corporation accepts
such future effective date, the Board, subject to Member approval, may fill the
pending vacancy before the effective date provided that the successor does not
take office until the effective date.

                                       11


                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.1 CONTRACTS. Subject to Member approval, the Board may authorize
any officer or officers, agent or agents, of the Corporation to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances; and, unless so authorized by the Board or by these Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement, or to pledge its credit or to render
it liable pecuniarily for any purpose or any amount.

     SECTION 6.2 CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     SECTION 6.3 DEPOSITORIES. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in one or more such banks,
trust companies or other depositories as the President may from time to lime
designate, upon such terms and conditions as shall be fixed by the President
subject to Member approval. The President may from time to time authorize the
opening and keeping with any such depository as it may designate, of general and
special bank accounts and may make such special rules and regulations with
respect thereto, not inconsistent with the provisions of these Bylaws, as it may
deem necessary.

     SECTION 6.4 VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     SECTION 6.5 BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     SECTION 6.6 FISCAL YEAR; ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     SECTION 6.7 LOANS PROHIBITED. No loans shall be made by the Corporation to
its directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its directors, officers or
employees is a director, officer or employee or holds a substantial financial
interest.

     SECTION 6.8 REVOCABILITY OF AUTHORIZATIONS. No authorization, assignment,
referral or delegation of authority by the Board to any committee, officer,
agent or other official of the

                                       12


Corporation, or any other organization which is associated or affiliated with or
conducted under the auspices of the Corporation, shall preclude the Board from
exercising the authority required to meet its responsibility. The Board shall
retain the right to rescind any such Board authorization, assignment, referral
or delegation in its sole discretion.

     SECTION 6.9 TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

                   SECTION 6.9-1 TRANSACTIONS. No contract or other transaction
          between the Corporation and one or more of its directors or officers,
          or between the Corporation and any other corporation, firm, or entity
          in which one or more of the Corporation's directors or officers are
          directors or officers, or have a financial interest or whose immediate
          family members have a financial interest, shall be void or voidable
          solely because of such relationship or interest, or solely because
          such director(s) or officer(s) is (are) present at or participates in
          the meeting of the Board or a committee thereof that authorizes,
          approves, or ratifies such contract or transaction, or solely because
          his or their votes are counted for such purposes, if:

                         A. The fact of such relationship or interest is
                   disclosed or known to the Board or the committee that
                   authorizes, approves, or ratifies the contract or transaction
                   by a vote or consent sufficient for the purpose without
                   counting the votes or consents of such interested director(s)
                   or officer(s); or

                         B. The contract or transaction is fair and reasonable
                   as to the Corporation at the time it is authorized by the
                   Board or a committee thereof.

                   SECTION 6.9-2 QUORUM. Common or interested directors or
          officers may be counted in determining the presence of a quorum at a
          meeting of the Board or of a committee thereof that authorizes,
          approves, or ratifies such contract or transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     SECTION 7.1 AMENDMENTS. Unless otherwise required by law, the Bylaws may be
altered, amended, or repealed, and new Bylaws adopted, by the Member subject to
the approval of a majority of the Board of Directors then in office.

Adopted as of the 21st day of July, 1997.

                                       13

EX-3.82

                                                                    EXHIBIT 3.82

                                                                 FILED

                                                               MAY 4 1992

                                                          OKLAHOMA SECRETARY
                                                               OF STATE


                          CERTIFICATE OF INCORPORATION

                                       OF

                 DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC.

     1. The name of this corporation is DIAGNOSTIC PATHOLOGY MANAGEMENT
SERVICES, INC.

     2. The address (including the street, number, city and county) of the
corporation's registered office in the State of Oklahoma, is 1400 NORTH SHARTEL
AVENUE, OKLAHOMA CITY, COUNTY, OKLAHOMA. 73103. The name of the corporation's
registered agent at such address is HOWARD LYNN WISDOM.

     3. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the general corporation
law of the State of Oklahoma.

     4. The total number of shares of stock which the corporation shall have
authority to issue is Fifty Thousand (50,000) shares, each of the shares having
a par value of One Dollar ($1.00), thereby resulting in the corporation having
total authorized capital stock in the amount of Fifty Thousand Dollars
($50,000.00), all of which shall be Common Stock.

     The Board of Directors of the corporation shall have full authority, to the
extent permitted by law, to increase, decrease or otherwise adjust the capital
stock of the corporation, to designate the classes or series thereof and to
determine whether all or any part of such stock shall have voting powers, full
or limited, or no voting powers, and to determine such designations and such
powers, preferences, relative, participating or optional, or other special
rights, and the qualifications, limitations or restrictions thereof as the Board
shall from time to time determine in duly adopted resolutions.

     At any time and from time to time when authorized by revolution of the
Board of Directors and without any action by its shareholders, the corporation
may issue or sell any shares of its capital stock of any class or series,
whether out of the unissued shares thereof authorized by the Certificate of
Incorporation of the corporation as originally filed or by an amendment thereof
or out of shares of its capital stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of capital stock of the corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its shareholders
the corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchases of shares of the capital stock of any class or series of the
corporation within such



period of time, or without limit as to time to such aggregate number of shares,
and at such price per share, as the Board of Directors may determine. Such
rights, warrants or options may be issued or granted separately or in connection
with the issue of any bonds, debentures, notes, obligations or other evidences
of indebtedness or shares of the capital stock of any class or series of the
corporation and for such consideration and on such terms and conditions as the
Board of Directors in its sole discretion may determine. In each case, the
consideration to be received by the corporation for any such shares so issued or
sold shall be such as shall be determined from time to time by resolution of the
Board of Directors.

     5. The name and mailing address of each incorporator is as follows:



              NAME                          MAILING ADDRESS
              ----                          ---------------
                                       
      HOWARD LYNN WISDOM                  1400 NORTH SHARTEL AVENUE
                                          OKLAHOMA CITY, OK 73103


     6. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:

          (a) To adopt, amend or repeal the By-Laws of the corporation.

          (b) To authorize and cause to be executed or granted mortgages,
     security interests and liens upon the real and personal property of the
     corporation.

          (c) To set apart out of any of the funds of the corporation available
     for dividends a reserve or reserves for any proper purpose and to abolish
     any such reserve in the manner in which it was created.

          (d) By a majority of the whole Board of Directors, to designate one or
     more committees, each committee to consist of one (1) or more of the
     directors of the corporation. The Board may designate one (1) or more
     directors as alternate members of any committee, who may replace any absent
     or disqualified member at any meeting of the committee. Any such committee,
     to the extent provided in the resolution or in the By-Laws of the
     corporation, shall have and may exercise the powers of the Board of
     Directors in the management of the business and affairs of the corporation,
     and may authorize the seal of the corporation to be affixed to all papers
     which may require it; provided, however, the By-Laws may provide that in
     the absence or disqualification of any member of such committee or
     committees, the member or

                                        2


     members thereof present at any Meeting and not disqualified from voting,
     whether or not he or they constitute a quorum, may unanimously appoint
     another member of the Board of Directors to act at the meeting in the place
     of any such absent or disqualified member.

          (a) when and as authorized by the affirmative vote of the holders of a
     majority of the stock and issued and outstanding having voting power given
     at a shareholders' meeting duly called upon such notice as is required by
     law, or when authorized by the written consent of the holders of a majority
     of the voting stock issued and outstanding, to sell, lease or exchange all
     or substantially all of the property and asset of the corporation,
     including its goodwill and its corporate franchises, upon such terms and
     conditions and for such consideration, which may consist in whole or in
     part of money or property including shares of stock in and/or other
     securities of any other corporation or corporations, as its Board of
     Directors shall deem expedient and for the best interests of the
     corporation.

     7. Whenever a compromise or arrangement is proposed between the corporation
and its creditors or any class of them and/or between this corporation and its
shareholders or any class of them, any court of equitable jurisdiction within
the State of Oklahoma, on the application in a summary way of this corporation
or of any creditor or shareholder thereof, or on the application of any receiver
or receivers appointed for this corporation under the provisions of Section 1106
of Title 18 of the Oklahoma Statutes or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 1100 of Title 18 of the Oklahoma. Statutes order a
meeting of the creditors or class of creditors, and/or of the shareholders or
class of shareholders of this corporation, as the case may be, to be summoned in
such manner as the court directs. If a majority in number representing
three-fourths (3/4ths) in value of the creditors or class of creditors, and/or
of the shareholders or class of shareholders of this corporation, as the case
may be, agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the compromise or
arrangement and the organization shall, if sanctioned by the court to which the
application has been made, be binding on all the creditors or class of creditors
and/or on all the shareholders or class of shareholders of this corporation, as
the case may be, and also on this corporation.

     8. Meetings of shareholders may be held within or without the State of
Oklahoma, as the By-Laws may provide. The books of the corporation may be kept
(subject to applicable law) inside or outside the State of Oklahoma, or at such
place or places as may

                                        3


be designated from time to time by the Board of Directors or in the By-Laws of
the corporation. Elections of directors need not be by written ballot unless the
By-Laws of the corporation shall so provide.

     9. To the extent permitted by law, no contract or transaction, between
the corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors
or officers or have a financial interest, shall be void or voidable solely
for this reason, or solely because the directors or officers are present at
or participate in the meeting of the board or committee thereof which
authorizes the contract or transaction, or solely because the directors or
officers or their votes are counted for such purpose.

     10. The Board of Directors is expressly authorized to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending of completed action, suit or proceeding whether civil,
criminal, administrative or investigative, other than an action by or in the
right of the corporation by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement to the extent and in the manner permitted by the laws of
the State of Oklahoma.

     11. In furtherance and not in limitation of the powers conferred by the
laws of the State of Oklahoma, the Board of Directors is expressly authorized
to adopt, amend or repeal the By- Laws of the corporation.

     12. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of incorporation, in the manner
now or hereafter prescribed by law, and all rights conferred upon the
shareholders herein are granted subject to this reservation.

     THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Oklahoma General Corporation
Act, makes this Certificate, hereby declaring and certifying that this is the
act and deed of the undersigned and that the facts herein stated are true, as of
this 4th day of May, 1992.

                                                   /s/ HOWARD LYNN WISDOM
                                                   ----------------------
                                                     Howard Lynn Wisdom

                                        4

EX-3.83

                                                                    EXHIBIT 3.83

                                     BY LAWS

                                       OF

                 DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC.



                                      INDEX


ARTICLE                               TOPIC                                       PAGE
- -------                               -----                                       ----
                                                                            
I        Offices                                                                   1
II       Meetings of Shareholders                                                  1
III      Directors                                                                 3
IV       Notices                                                                   5
V        Officers                                                                  6
VI       Certificates of Stock, Transfers of Stock,
          Closing of Transfer Books and Registered Shareholders                    8
VII      General Provisions                                                        9
VIII     Indemnification of Officers, Directors, Employees and Agents             10
IX       Amendments                                                               11




                                     BY LAWS

                                       OF

                 DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1. The registered office shall be at 1400 North Shartel, in the
City of Oklahoma City, County of Oklahoma, State of Oklahoma 73103.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Oklahoma as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     Section 1. Meetings of shareholders for any purpose may be held at such
time and place, within or without the State of Oklahoma, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of shareholders, commencing with the year 1993,
shall be held on the first Monday in the month of June, if not a legal holiday,
and if a legal holiday, then on the next secular day following, at Ten O'clock
A. M., at which time they shall elect by a plurality vote by written ballot a
Board of Directors, and transact such other business as may be properly brought
before the meeting.

     Section 3. Written notice of the annual meeting, stating the place, date
and hour of such meeting, shall be given to each shareholder entitled to vote
thereat not less than ten (10) days nor more than sixty (60) days before the
date of the meeting unless otherwise required by law.

     Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the election, either at a place within the city where the meeting is to be held
and which place shall be specified in the notice of the meeting, or, if not
specified, at



the place where the meeting is to be held, and the list shall be produced and
kept at the time and place of the meeting during the whole time thereof, and
subject to the inspection of any shareholder who may be present.

     Section 5. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by law or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of shareholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 6. Written notice of a special meeting of shareholders, stating the
place, date, hour and the purpose or purposes thereof, shall be given to each
shareholder entitled to vote thereat, not less than ten (10) days before the
date fixed for the meeting unless otherwise required by law.

     Section 7. Business transacted at any special meeting of the shareholders
shall be limited to the purposes stated in the notice.

     Section 8. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented; provided, however,
that if the date of any adjourned meeting is more than thirty (30) days after
the date for which the meeting was originally noticed, or if a new record date
is fixed for the adjourned meeting, written notice of the place, date and hour
of the adjourned meeting shall be given in conformity herewith. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted at the meeting as originally notified.

     Section 9. When a quorum is present at any meeting, the affirmative vote of
the holders of a majority of the shares of stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of law or
of the Certificate of Incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

                                        2


     Section 10. Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such shareholders, but NO proxy shall be voted or
acted upon after three (3) years from its date unless the proxy provides for a
longer period, and except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the determination of its
shareholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty (20) days preceding such election of directors.

     Section 11. Any action required to or which may be taken at any annual or
special meeting of the shareholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action, so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action by the
shareholders without a meeting by less than unanimous written consent shall be
given to those shareholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors which shall constitute the whole Board
shall be not less than two (2) nor more than seven (7). As of May 4, 1992, the
Board shall consist of two (2) directors. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors or by the shareholders at the annual or a special meeting of
the shareholders. Except for the election held by the incorporator (s) and
except as provided in Section 2 and in Section 14 of this Article III, the
directors shall be elected at the annual meeting of shareholders. Each director
elected shall hold office until such director's successor is elected and
qualified, or until such director's earlier resignation or removal. Directors
need not be shareholders.

     Section 2. Except as provided in Section 14 of this Article III, vacancies
and newly created directorships resulting from any increase in the authorized
number of directors by the directors may be filled by a majority of the
directors then in office, though less than a quorum, and any director so chosen
shall hold office until the next annual election and until such director's
successor is duly elected and shall qualify, unless such director resigns or is
removed.

                                        3


     Section 3. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
or by these By Laws directed or required to be exercised or done by the
shareholders.

     Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Oklahoma.

     Section 5. Regular meetings of the Board of Directors may be held at such
time and at such place as shall from time to time be determined by the Board.
Five (5) days' notice of all regular meetings shall be given, and such notice
shall state the place, date, hour and the business to be transacted at and
purpose of such meeting.

     Section 6. Special meetings of the Board may be called by the President, on
three (3) days' notice to each director either personally or by mail or by
telegram. Special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of two (2) directors unless the
corporation has at that time less than three (3) directors, in which latter
event the request of only one (1) director shall be required. Notice of any
special meeting shall state the place, date, hour and the business to be
transacted at and the purpose of such meeting.

     Section 7. At all meetings of the Board, a majority of the directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by law or by the Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 8. The Board of Directors may, by resolution, passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one (1) or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

                                        4


     Section 9. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

     Section 10. Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.

     Section 11. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board or of such committee as the case may be, and such written consent is filed
with the minutes of proceedings of the Board or committee.

     Section 12. The directors may be paid their expenses, if any, of attendance
at such meeting of the Board of Directors and may be paid a fixed sum for
attendance at such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

     Section 13. The Board of Directors at any time may, by affirmative vote of
a majority of the members of the Board then in office, remove any officer
elected or appointed by the Board of Directors for cause or without cause.

     Section 14. Any director may be removed, for cause or without cause, by a
majority vote of the shareholders entitled to vote for the election of such
director at any annual or special meeting of the shareholders. Upon such removal
of a director, the shareholders (and not the remaining directors) shall elect a
director to replace such removed director at the same shareholders' meeting at
which such removal took place or at a subsequent shareholders' meeting.

                                   ARTICLE IV

                                     NOTICES

     Section 1.Notice to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be deposited in the United
States mail, postage prepaid. Notice to directors may also be given by

                                        5


telegram. Notice by telegram shall be deemed to be given when delivered to the
sending telegraph office.

     Section 2. Whenever any notice is required to be given under the provisions
of law or of the Certificate of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.

                                    ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall, at a minimum, consist of a President and a Secretary. The
Board of Directors may also choose additional officers, including a Chairman or
Vice-Chairman of the Board of Directors, one or more Vice-Presidents who may be
classified by their specific function, a Secretary, a Treasurer and one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person, except the offices of President and Secretary.

     Section 2. The Board of Directors at its first meeting and after each
annual meeting of shareholders shall choose a President and a Secretary, and may
choose such other officers and agents as it shall deem necessary.

     Section 3. The salaries of all officers and agents of the corporation shall
be determined by the Board of Directors.

     Section 4. The officers of the corporation shall hold office until their
successors are chosen and qualify, or until their earlier resignation or
removal. Any vacancy occurring in any office of the corporation shall be filled
by the Board of Directors.

     Section 5. The Chairman, or, in the absence of the Chairman, a
Vice-chairman of the Board of Directors, if chosen, shall preside at all
meetings of the Board of Directors, and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.

     Section 6. The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and, unless a
Chairman or Vice Chairman of the Board has been chosen, at all meetings of the
Board of Directors, and shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

                                        6


     Section 7. The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

     Section 8. The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

     Section 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and regular and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision the Secretary shall be.
Additionally, the Secretary shall have custody of the corporate seal of the
corporation, and the Secretary or an Assistant Secretary, shall have authority
to affix the same to any instrument requiring it, and when so affixed. It may be
attested by the Secretary's signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by the
Secretary's signature.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors from time to time prescribe.

     Section 11. The Treasurer, if one is chosen or, if not, the Secretary,
shall have the custody of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors.

     Section 12. The Treasurer, if one is chosen or, if not, the Secretary,
shall disburse the funds of the corporation as may be ordered by the Board of
Directors taking proper vouchers for such disbursements, and shall render to the
President and the Board of

                                        7


Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all transactions performed by the Treasurer (or Secretary, as the
case may be) and of the financial condition of the corporation.

     Section 13. If required by the Board of Directors, the Treasurer, if one is
chosen or, if not, the Secretary, shall give the corporation a bond (which shall
be renewed every six (6) years) in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of a treasurer and for the restoration to the
corporation, in case of the Treasurer's (or Secretary's, as the case may be)
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the possession or under
the control of the Treasurer (or Secretary, as the case may be) belonging to the
corporation.

     Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                   CERTIFICATES OF STOCK, TRANSFERS OF STOCK,
                          CLOSING OF TRANSFER BOOKS AND
                             REGISTERED SHAREHOLDERS

     Section 1. Every holder of stock in the corporation shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, or the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the corporation, certifying the number of shares
owned by the shareholder in the corporation.

     Section 2. Any or all the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if the person who
signed the certificate was such officer, transfer agent or registrar at the date
of issue.

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or stolen or
destroyed, upon the making

                                        8


of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the corporation shall
require and/or to give the corporation a bond in such sum as the corporation may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

     Section 4. Subject to transfer restrictions permitted by Section 1055 of
Title 18 of the Oklahoma Statutes and to stop transfer orders directed in good
faith by the corporation to any transfer agent to prevent possible violations of
federal or state securities laws, rules or regulations, upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

     Section 5. The Board of Directors may fix a record date, which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
meeting of shareholders, nor more than sixty (60) days prior to the time for the
other action hereinafter described, as of which there shall be determined the
shareholders who are entitled: to notice of or to vote at any meeting of
shareholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.

     Section 6. The corporation shall be entitled to treat the person in whose
name any share of stock is registered on the books of the corporation as the
owner thereof for all purposes and shall not be bound to recognize any equitable
or other claim or other interest in such shares on the part of any other person,
whether or not the corporation shall have express or other notice thereof.

                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may

                                        9


be paid in cash, in property or in shares of the corporation's capital stock.

     Section 2. There may be set apart out of any of the funds of the
corporation available for dividends such amounts as the Board of Directors deems
proper as a reserve or reserves for working capital, depreciation, losses in
value, or for any other proper corporate purpose, and the Board of Directors may
increase, decrease or abolish any such reserve in the manner in which it was
created.

     Section 3. The Board of Directors shall present at each annual meeting and
at any special meeting of the shareholders when called for by a vote of the
shareholders, a full and clear statement of the business and condition of the
corporation.

     Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     Section 5. The fiscal year of the corporation shall be determined by the
Board of Directors.

     Section 6. The Board of Directors may provide a suitable seal, containing
the name of the corporation, which seal shall be in the charge of the Secretary.
If and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by the Assistant
Secretary or Assistant Treasurer. The seal may be used by causing it, or a
facsimile thereof, to be impressed or affixed or in any other manner reproduced.

     Section 7. The books of account and other records of the corporation may be
kept (subject to any provisions of Oklahoma law) at the principal place of
business and chief executive office of the corporation.

                                  ARTICLE VIII

                     INDEMNIFICATION OF OFFICERS, DIRECTORS,
                              EMPLOYEES AND AGENTS

     Section 1. To the extent and in the manner permitted by the laws of the
State of Oklahoma, and specifically as is permitted under Section 1031 of Title
18 of the Oklahoma Statutes, the corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a director, officer, employee or
agent of the

                                       10


corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement.

                                   ARTICLE IX

                                   AMENDMENTS

     Section 1. The Bylaws may be amended or repealed, or new Bylaws may be
adopted by the shareholders or by the Board of Directors at any regular meeting
of the shareholders or of the Board of Directors, or at any special meeting of
the shareholders or of the Board of Directors if notice of such amendment,
repeal or adoption of new Bylaws be contained in the notice of such special
meeting.

     APPROVED AND RATIFIED this 4th day of May, 1992, by the undersigned,
constituting all of the directors (whether one or more) of the corporation.

                                             /s/ Tommy Lloyd Hewett
                                             ----------------------
                                             Tommy Lloyd Hewett

                                             /s/ Cheryl A. Hewett
                                             ----------------------
                                             Cheryl A. Hewett

                                       11

EX-3.84

                                                                    EXHIBIT 3.84

                                     CHARTER

                                       OF

                 GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                   ARTICLE ONE

                                      NAME

          The name of the corporation is Georgia Pathology Consultants of
America, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

         The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

          The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

          The mailing address of the initial principal office of the corporation
is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

          The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

          The initial Board of Directors shall consist of one member whose name
and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215


                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

          A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

          The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424


          IN WITNESS WHEREOF, the undersigned executes this Charter this 9TH day
of February, 1998.

                                                  /s/ [ILLEGIBLE]
                                                  -----------------------------
                                                  Peter C. November
                                                  Incorporator

                                       -3-

EX-3.85

                                                                    EXHIBIT 3.85

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



                        --------------------------------
                 GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC.
                                     BYLAWS
                         ------------------------------



                                            Adopted as of Feburary 23, 1998

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



                  GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC

                                     BYLAWS

                                TABLE OF CONTENTS


                                                                                                                PAGE
                                                                                                                ----
                                                                                                          
ARTICLE I             OFFICES................................................................................     1
       Section 1.1    Principal and Registered Office........................................................     1
       Section 1.2    Other Offices..........................................................................     1

 ARTICLE II           MEETINGS OF SHAREHOLDERS...............................................................     1
       Section 2.1    Location...............................................................................     1
       Section 2.2    Annual Meetings........................................................................     1
       Section 2.3    Notice of Annual Meetings..............................................................     1
       Section 2.4    Special Meetings.......................................................................     1
       Section 2.5    Notice of Special Meetings.............................................................     1
       Section 2.6    Business of Special Meetings...........................................................     2
       Section 2.7    Shareholder List.......................................................................     2
       Section 2.8    Quorum.................................................................................     2
       Section 2.9    Action by Shareholders.................................................................     2
       Section 2.10   Voting.................................................................................     2
       Section 2.11   Waiver of Notice.......................................................................     2
       Section 2.12   Action Without a Shareholders' Meeting.................................................     2

 ARTICLE III          BOARD OF DIRECTORS.....................................................................     3
       Section 3.1    General Powers; Number, Tenure and Qualifications......................................     3
       Section 3.2    Vacancies..............................................................................     3
       Section 3.3    Location of Meetings...................................................................     3
       Section 3.4    Organizational Meetings................................................................     3
       Section 3.5    Regular Meetings.......................................................................     3
       Section 3.6    Special Meetings.......................................................................     3
       Section 3.7    Meetings by Conference Telephone, etc..................................................     3
       Section 3.8    Quorum.................................................................................     3
       Section 3.9    Action Without a Meeting...............................................................     4
       Section 3.10   Committees.............................................................................     4
       Section 3.11   Committee Minutes and Reports..........................................................     4
       Section 3.12   Compensation...........................................................................     4
       Section 3.13   Transactions with Directors, etc.......................................................     4
       Section 3.14   Removal of Directors..................................................................      5

 ARTICLE IV           NOTICES................................................................................     5
       Section 4.1    Manner of Giving Notice...............................................................      5
       Section 4.2    Waiver of Notice......................................................................      5

 ARTICLE V            OFFICERS..............................................................................      5
       Section 5.1    Officers, Elections, Terms............................................................      5
       Section 5.2    Duties of the Chairman of the Board...................................................      5






                                                                                                                PAGE
                                                                                                                ----
                                                                                                          

       Section 5.3    Duties of the President.................................................................    6
       Section 5.4    Vice Presidents ........................................................................    6
       Section 5.5    Treasurer...............................................................................    6
       Section 5.6    Assistant Treasurer ....................................................................    6
       Section 5.7    Secretary...............................................................................    7
       Section 5.8    Assistant Secretaries...................................................................    7
       Section 5.9    Compensation............................................................................    7
       Section 5.10   Other Officers..........................................................................    7
       Section 5.11   Vacancies ..............................................................................    7
       Section 5.12   Removal of Officers.....................................................................    7

 ARTICLE VI           CONTRACTS, CHECKS, BANK ACCOUNTS, ETC..................................................     7
       Section 6.1    Contracts, etc., How Executed..........................................................     7
       Section 6.2    Checks, Drafts, etc....................................................................     8
       Section 6.3    Deposits...............................................................................     8
       Section 6.4    General and Special Bank Accounts......................................................     8

 ARTICLE VII          SHARES.................................................................................     8
       Section 7.1    Certificates for Shares................................................................     8
       Section 7.2    Transfer of Shares.....................................................................     9
       Section 7.3    Regulations............................................................................     9
       Section 7.4    Date for Determining Shareholders of Record............................................     9
       Section 7.5    Lost, Destroyed and Mutilated Certificates.............................................     9
       Section 7.6    Examination of Books by Shareholders...................................................    10

 ARTICLE VIII         INDEMNIFICATION........................................................................    10
       Section 8.1    Definitions and References.............................................................    10
       Section 8.2    Indemnification of and Advancement of Expenses to Directors............................    10
       Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees
                       and Agents............................................................................    10
       Section 8.4    Liability Insurance....................................................................    10
       Section 8.5    Contract Rights........................................................................    11
       Section 8.6    Non-exclusivity........................................................................    11
       Section 8.7    Amendments.............................................................................    11
       Section 8.8    Severability...........................................................................    11

 ARTICLE IX           WAIVER OF NOTICE.......................................................................    11

 ARTICLE X            SEAL...................................................................................    11

 ARTICLE XI           FISCAL YEAR............................................................................    12

ARTICLE XII           AMENDMENTS.............................................................................    12


                                      -ii-


                       ----------------------------------
                 GEORGIA PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                     BYLAWS
                       ----------------------------------

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1 PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2 ANNUAL MEETINGS. Annual meetings of shareholders shall be held
on the date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting not less than 10 days nor more than two months
before the date of the meeting.



     SECTION 2.6 BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7 SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall he available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8 QUORUM. A majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter, except as otherwise provided by the Tennessee Business Corporation Act
(the "Act") or the Charter. If, however, a quorum of the shares entitled to vote
as a voting group is not obtained at any meeting of the shareholders, the chair
of the meeting or the holders of a majority of the shares of such voting group
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9 ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10 VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     SECTION 2.12 ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION3.1 GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2 VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3 LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4 ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.

     SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President, or any two directors on 24 hours' personal,
telephonic, telegraphic, facsimile or written notice to each director. Any
notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7 MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8 QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute; the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution or resolutions of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation during intervals between meetings of the
Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11 COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12 COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13 TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited by
applicable law, no contract or other transaction between the Corporation and one
or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

          (a) The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

          (b) The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

          (c) The transaction was fair as to the Corporation.

     SECTION 3.14 REMOVAL OF DIRECTORS. Any director may be removed from office
with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1 MANNER OF GIVING NOTICE. Except as otherwise required by law,
whenever notice is required to be given to any director or shareholder, such
notice requirement can be satisfied by giving written notice by mail, postage
prepaid, addressed to such director or shareholder, at his address as it appears
on the records of the Corporation, and such notice shall be deemed to be given
at the time when the same is deposited in the United States mail. Notice to
directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder or director of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 5.1 OFFICERS, ELECTION, Terms. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2 DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5,3 DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4 VICE PRESIDENTS. The Vice Presidents (in order of the Executive
Vice President, Senior Vice President and other Vice Presidents, each class in
order of the seniority of its respective members or as designated by resolution
of the Board) shall, in the absence or disability of the Chairman and President,
perform the duties and exercise the powers of said officers, and shall perform
such other duties and exercise such other powers as the Board, the Chairman of
the Board or the President may prescribe. One or more vice presidents may be
designated by the Board as either "Executive Vice President" or "Senior Vice
President."

     SECTION 5.5 TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6 ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7 SECRETARY. The Secretary, if present, shall act as secretary at
all meetings of the Board and of the shareholders and keep the minutes thereof
in a book or books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served; shall be
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates representing shares of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8 ASSISTANT SECRETARIES. The Assistant Secretaries shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9 COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10 OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11 VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12 REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1 CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers or agent or agents,
as shall from time to time be determined by resolution of the Board.

     SECTION 6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Chairman of the Board, the President, or any other officer or
officers authorized by the Board shall direct in such banks, trust companies or
other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman of
the Board, the President or any other officer or officers designated by the
Board may from tune to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1 CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar al the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2 TRANSFER OF SHARES. Each transfer of Corporation shares shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or with a transfer agent appointed
as provided in this Article VII, upon the payment of any taxes thereon and the
surrender of the certificate or certificates for such shares properly endorsed
and in good delivery form. The person in whose name Corporation shares stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; PROVIDED that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed in the entry of
transfer if requested by both the transferor and transferee.

     SECTION 7.3 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

          (a) In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution, A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

          (b) If no record date has been fixed by the Board, the record date for
     determining shareholders entitled to consent to corporate action in writing
     without a meeting, when no prior action by the Board is required under the
     Act, shall be the first date on which a signed written consent setting
     forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5 LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
Corporation shares or other securities shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate(s) therefor, and the
Board may, in its discretion, and after the expiration of such period of time as
it may determine to be advisable, cause to be issued to him a new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6 EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall, subject
to any applicable statutes, have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision,

     SECTION 8.2 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.The
corporation shall indemnify and advance expenses to its directors to the full
extent and under the conditions that a Tennessee corporation is permitted to
indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-l8-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4 LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the Corporation or who, while a director, officer, employee or agent of
the Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5 CONTRACT RIGHTS. The right to indemnification and advancement
of expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring prior
to such amendment; provided, however, that this provision shall not confer upon
any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6 NON-EXCLUSIVITY. The rights of a director or officer hereunder
shall be in addition to any other rights with respect to indemnification,
advancement of expenses or otherwise that he or she may have under contract or
the Act or otherwise.

     SECTION 8.7 AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8 SEVERABILITY. To the extent that the provisions of this Article
are held to be inconsistent with the provisions of Part 5 of Chapter 18 of the
Act, such provisions of such Act shall govern. In the event that any of the
provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X
                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI
                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII
                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of (the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.86

                                                                    EXHIBIT 3.86

                            J. DAVID SMITH, M.D, P.C.

                            ARTICLES OF INCORPORATION

                                    ARTICLE I

          The name of the corporation is J. David Smith, M.D., P.C.

                                   ARTICLE II

          The number of shares the corporation is authorized to issue is 1,000
shares of no par value common stock.

                                   ARTICLE III

          The Corporation is formed for the purpose of the practice of the
profession of Pathology. The Corporation elects to be governed by Chapter 7 of
Title 14 of the Official Code of Georgia Annotated, known as the Georgia
Professional Corporation Act.

                                   ARTICLE IV

          The provisions of Official Code of Georgia Annotated Sections 14-7-5,
relating to restrictions regarding the stock in professional corporations, apply
to this Corporation.

                                    ARTICLE V

          The Directors are authorized to take all necessary steps after the
corporation begins its existence, if it is determined to be in the best interest
of the corporation, to make elections: (i) to be taxed as a small business
corporation under Subchapter S of the Internal Revenue Code of 1986, and the
corresponding Georgia statute; and (2) to qualify for any other favorable
treatment under the Internal Revenue Code of 1986 and the corresponding Georgia
law.

                                   ARTICLE VI

          The street address of the initial registered office of the corporation
is Department of Pathology, 3500 Walton Way, Augusta, Richmond County, Georgia
and the initial registered agent at such address is J. David Smith, M.D.

                                   ARTICLE VII

          The name and address of the incorporator is William F. Hammond, Hull,
Towill, Norman, Barrett & Salley, P.0. Box 1564, Richmond County, Augusta,
Georgia 30903-1564.



                                  ARTICLE VIII

          The mailing address of the initial principal office of the corporation
is Department of Pathology, 3500 Walton Way, Augusta, Richmond County, Georgia
30901.

          IN WITNESS WHEREOF, the undersigned executes these articles of
incorporation for J. DAVID SMITH M.D., P.C.

                                                /s/ William F. Hammond
                                                --------------------------------
                                                William F. Hammond, Incorporator



                              ARTICLES OF AMENDMENT

                                       OF

                           J. DAVID SMITH, M.D., P.C,
                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I

     The name of the corporation is "J. DAVID SMITH, M.D., P.C" (the
"Corporation").

                                    ARTICLE II

     Article I of the Articles of Incorporation is amended to state as follows:

           The name of the Corporation is "J. DAVID SMITH, M.D., INC."

                                   ARTICLE III

     Article III of the Articles of Incorporation is amended to state as
follows:

     The Corporation shall be governed by the Georgia Business Corporation Code.


                                   ARTICLE IV

     Article IV of the Articles of Incorporation is deleted in its entirety.

                                    ARTICLE V

     Pursuant to Section 14-2-1003 of the Official Code of Georgia, each
amendment described above has been duly adopted and approved by the Board of
Directors and the Shareholder of the Corporation as of the date of filing of
these Articles of Amendment.



                                   ARTICLE VI

     The changes made by these Articles of Amendment shall be effective upon the
filing of these Articles of Amendment with the Secretary of State of the State
of Georgia,

                                   ARTICLE VII

     A request for publication of a notice of intent to file articles of
amendment which change the name of the Corporation and payment therefor have
been made as required by Section 14-2-1006.1(b) of the Official Code of
Georgia.

     IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
undersigned this 2nd day of December, 2002.

                                           DAVID SMITH, M.D., P.C.

                                           /s/ J. David Smith
                                           -------------------------------
                                           By: J. David Smith, M.D.
                                           As its: President



                                                   SECRETARY OF STATE

                                                    2002 DEC-4 P 1:12

                                                  CORPORATIONS DIVISION

EX-3.87

                                                                    EXHIBIT 3.87

                           AMENDED AND RESTATED BYLAWS

                                       OF

                             J. DAVID SMITH, M.D. INC
                             (A GEORGIA CORPORATION)

                                ARTICLE I OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office for the transaction of
the business of the Corporation shall be located at such place as may be fixed
from time to time by the Board of Directors.

     SECTION 2. OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the Corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1. PLACE OF MEETINGS. Any meeting of the Shareholders of the
Corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the Corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2. ANNUAL SHAREHOLDER MEETING. No annual meeting of Shareholders is
required unless one (1) or more of the Shareholders delivers written notice to
the Corporation requesting a meeting pursuant to Section 14-2-924 of the
Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held at such time and place and on such date
as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. However, no such meeting shall be held
unless one (1) or more Shareholders delivers written notice to the Corporation
requesting a meeting at least thirty (30) days before the meeting date as set in
this paragraph.

     SECTION 3. SPECIAL MEETINGS. A special meeting of the Shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Chairman of the
Board, the President, the Vice-President, a majority of the Board of Directors,
or one (1) or more Shareholders holding an aggregate of not less than one-third
(1/3) of the voting power of the Corporation. Such a call for a special meeting
must state the purpose of the meeting.

     SECTION 4. NOTICE OF MEETINGS. Unless waived, written notice stating the
place, day, and hour of each meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
Shareholder of record entitled to vote not less than ten (10) days (or not less
than any such other minimum period of days as may be prescribed by the



Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the Corporation. .The notice of any annual of special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5 WAIVER OF NOTICE. Notice of any annual or special meeting may be
waived by any Shareholder, either before or after the meeting. The attendance of
a Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except when a Shareholder attends solely for the purpose of stating, at the
beginning of the meeting, an objection or objections to the transaction of
business at such meeting.

     SECTION 6 QUORUM, VOTING, AND PROXY. Shareholders representing a majority
of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing such
proxy, except as otherwise provided by the Georgia Business Corporation Code, If
a proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in such proxy holder's place.

     SECTION 7 NO MEETING NECESSARY WHEN Any action required by law or permitted
to be taken at any Shareholders' meeting may be taken without a meeting if
written consent, setting forth the action so taken, shall be signed by all
Shareholders entitled to vote with respect to the

                                        2


subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the Corporation.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1. FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors" or "Directors", notwithstanding that only one (1)
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
Corporation would have if there were no vacancies.

     SECTION 2. QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty-one (21) years of age. A Director need not be a Shareholder, a citizen of
the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION 3. ELECTION AND TENURE. Each Director shall hold office until the
first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4. POWERS. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges, and franchises of the
Corporation as they may deem expedient for the interests of the Corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5. MEETINGS. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual meeting. The
Board by resolution may provide for regular meetings, which may be held without
notice as and when scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, the President, or by any
Director. The Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment in which all persons

                                        3


participating in the meeting can hear each other, and participation in such a
meeting pursuant to this Section 5 shall constitute presence in person at such
meeting.

     SECTION 6. NOTICE AND WAIVER: QUORUM. Notice of any special meeting
of the Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors' meeting.

     SECTION 7. NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the Corporation.

     SECTION 8. VOTING. At all meetings of the Board of Directors, each Director
shall; have one (1) vote and, except as otherwise provided herein or provided by
law, all questions shall be determined by a majority vote of the Directors
present.

     SECTION 9. REMOVAL. Any one (l) or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11. DIVIDENDS. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the Corporation, or out of the unreserved and unrestricted capital
surplus if so authorized by the Articles of Incorporation, as they may deem
expedient.

     SECTION 12. COMMITTEES. In the discretion of the Board of Directors, such
Board from time to time may elect or appoint, from its own members, an Executive
Committee or such other

                                        4


committee or committees as such Board may see fit to establish. Each such
committee shall consist of two (2) or more Directors, and each shall have and
may exercise such authority and perform such functions as the Board by
resolution may prescribe within the limitations imposed by law.

     SECTION 13. OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the Corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the Corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14. COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1. SELECTION. The Board of Directors at each annual meeting shall
elect or appoint a President and a Secretary, both to serve for the ensuing year
and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one (I) or more Vice Presidents, a
Treasurer, and also may elect or appoint one (1) or more Assistant Vice
Presidents and/or one (1) or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they may, in
the discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two (2) or more offices.

     SECTION 2. REMOVAL, VACANCIES. Any Officers of the Corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

     SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all meetings of the
Board of Directors and at all meetings of the Shareholders, The Chairman of the
Board of Directors shall have all the powers of the President in the event of
the President's absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President

                                        5


on matters of general policy affecting the business of the Corporation and shall
have, in such Chairman's discretion, power and authority to generally supervise
all the affairs of the Corporation and the acts and conduct of all the Officers
of the Corporation, and shall have such other duties as may be conferred upon
the Chairman of the Board by the Board of Directors.

     SECTION 4. PRESIDENT If there be no Chairman of the Board elected, or in
the Chairman's absence, the President shall preside at all meetings of the Board
of Directors and at all meetings of the Shareholders. The immediate supervision
of the affairs of the Corporation shall be vested in the President, It shall be
the President's duty to attend constantly to the business of the Corporation and
to maintain strict supervision over all of its affairs and interests. The
President shall keep the Board of Directors fully advised of the affairs and
condition of the Corporation, and shall manage and operate the business of the
Corporation pursuant to such policies as maybe prescribed from time to time by
the Board of Directors. The President shall, subject to approval of the Board,
hire and fix the compensation of all employees and agents of the Corporation
other than Officers, and any person thus hired shall be removable at the
President's pleasure.

     SECTION 5. VICE PRESIDENT. Any Vice President of the Corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by the Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6. SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the Corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors, Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7. TREASURER. The Treasurer shall keep, or cause to be kept, the
financial books and records of the Corporation, and shall faithfully account for
its funds. The Treasurer shall make such reports as may be necessary to keep the
Chairman of the Board, the President, and the Board of Directors fully informed
at all times as to the financial condition of the Corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Treasurer, or the Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS. ETC.

     SECTION 1. CONTRACTS, DEEDS, AND LOANS. All contracts, deeds, mortgages,
pledges, promissory notes, transfers, and other written instruments binding upon
the Corporation shall be executed on behalf of the Corporation by the Chairman
of the Board, if elected, the President, any Vice President, or by such other
Officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the Corporation may
be attested by the Secretary or Assistant Secretary of the Corporation,

     SECTION 2. PROXIES. The Chairman of the Board, if elected, or the President
or any Vice President shall have full power and authority, on behalf of the
Corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
Corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the Corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1. CERTIFICATES OF STOCK. The certificates for shares of capital
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the Corporation as they are issued. Each certificate shall state
on its face the fact that the Corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one (1) class of shares shall be outstanding, all share certificates of whatever
class shall state that the Corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the Corporation.

     SECTION 2. SIGNATURE; TRANSFER AGENT: REGISTRAR. Share certificates shall
be signed by the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and shall bear the seal of the Corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the Corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any

                                        7



Officer of the Corporation appearing thereon may be a facsimile signature. In
case any Officer who signed, or whose facsimile signature was placed upon, any
such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3. STOCK BOOK. The Corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the Corporation, a book, to be known as the stock book of
the Corporation, containing in alphabetical order the name of each Shareholder
of record, together with such Shareholder's address, the number of shares of
each kind, class, or series of stock held by such Shareholder, and such
Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, Or the
duplicate copy thereof maintained at the principal office of the Corporation,
shall be avail able for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent.
The information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4. TRANSFER OF STOCK: REGISTRATION OF TRANSFER. The stock of the
Corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the Corporation. Upon surrender to the
Corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the Corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the Corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the Corporation.

     SECTION 5. REGISTERED SHAREHOLDERS. Except as otherwise required by law,
the Corporation shall be entitled to treat the person registered on its stock
book as the owner of shares of capital stock of the Corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6. RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled

                                        8


to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action. In each case, except as
otherwise provided by law, only such persons as shall be Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
and any adjournment thereof, to express such consent or dissent, or to receive
payment of such dividend or such allotment of rights, or otherwise be recognized
as Shareholders for any other related purpose, notwithstanding any registration
of a transfer of shares on the stock book of the Corporation after any such
record date so fixed.

     SECTION 7. LOST CERTIFICATES. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed, or wrongfully taken,
and if the Corporation, transfer agent, or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions: (a)
Such owner shall file with the Secretary of the Corporation, and the transfer
agent or the registrar, such owner's request for the issuance of a new
certificate, with an affidavit setting forth the time, place, and circumstances
of the loss; (b) Such owner shall also file with the Secretary, and the transfer
agent or the registrar, a bond with good and sufficient security acceptable to
the Corporation and the transfer agent or the registrar, conditioned to
indemnify and save harmless the Corporation and the transfer agent or the
registrar from any and all damage, liability, and expense of every nature
whatsoever resulting from the Corporation's or the transfer agent's or the
registrar's issuing a new certificate in place of the one alleged to have been
lost; and (c) Such owner shall comply with such other reasonable requirements as
the Chairman of the Board, the President, or the Board of Directors of the
Corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

     SECTION 8. REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the Corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                          ARTICLE VIII. INDEMNIFICATION

     SECTION 1. AUTHORITY TO INDEMNIFY.

     (a) Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed

                                        9


in good faith to be in or not opposed to the best interests of the Corporation
and, in the case of any criminal proceeding, such Director had no reasonable
cause to believe the conduct was unlawful.

     (b) The Corporation may not indemnify a Director under this Section 1:

          (1) In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

          (2) In connection with any other proceeding in which the Director was
     adjudged liable on the basis that personal benefit was improperly received
     by the Director.

     (c) Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     SECTION 2. MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3. ADVANCE FOR EXPENSES.

     (a) The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

          (1) The Director furnishes the Corporation a written affirmation of
     such Director's good faith belief that such Director has met the standard
     of conduct set forth in subsection (a) of Section 1 of these Bylaws; and

          (2) The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b) The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a) The Corporation may not indemnify a Director under Section 1 of these
Bylaws unless authorized thereunder and a determination has been made in the
specific case that indemnification

                                       10


of the Director is required in the circumstances because the Director has met
the standard of conduct set forth in subsection (a) of Section I.

     (b) The determination shall be made:

          (1) By the Board of Directors by majority vote of a quorum consisting
     of Directors not at the time parties to the proceeding; or

          (2) If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in which designation Directors who are parties may participate),
     consisting solely of one (1) or more Directors not at the time parties to
     the proceeding; or

          (3) By special legal counsel:

               (i) Selected by the Board of Directors or its committee in the
          manner prescribed in paragraphs (1) or (2) of this subsection (b); or

               (ii) If a quorum of the Board of Directors cannot be obtained
          under paragraph (1) of this subsection (b) and a committee cannot be
          designated under paragraph (2) of this subsection, selected by
          majority vote of the full Board of Directors (in which selection
          Directors who are parties may participate); or

          (4) By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c) Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5. INDEMNIFICATION OF OFFICERS. EMPLOYEES, AND AGENTS. Unless the
Articles of Incorporation provide otherwise:

     (1) An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2) The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

                                       11


SECTION 6. DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not limit
the Corporation's power to pay or reimburse expenses incurred by a Director in
connection with such Director's appearance as a witness in a proceeding at a
time when such Director has not been made a named defendant or respondent to the
proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1. DIRECTORS. The Board of Directors shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws unless such power is reserved
exclusively to the Shareholders by the Articles of Incorporation or in Bylaws
previously adopted by the Shareholders, but any Bylaws adopted by the Board of
Directors may be altered, amended, or repealed, and new Bylaws adopted, by the
Shareholders,

     SECTION 2. SHAREHOLDERS. The Shareholders shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting or at
any special meeting of the Shareholders. The Shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended, or repealed by
the Board of Directors.

     EXECUTED AND EFFECTIVE as of the 4TH day of December, 2002.

                                         J. DAVID SMITH, M.D., INC.

Attest:


 /s/ J. David Smith                                  /s/ J. David Smith
- ----------------------------------              -------------------------------
By: J. David Smith, M.D,                        By: J. David Smith, M.D.
As its: Secretary                               As its: President

                                       12

EX-3.88

                                                                    EXHIBIT 3.88

                            ARTICLES OF INCORPORATION

                                      -of-

                      JOHN H. PARKER, JR., M.D., F.C.A.P.,
                           A PROFESSIONAL ASSOCIATION

                                       I.

          The corporate title of said company is: John H. Parker, Jr., M.D.,
F.C.A.P., A Professional Association.

                                       II.

          The period of duration of this corporation is and shall be ninety-nine
years.

                                      III.

          The purposes for which said corporation is created and the powers
which it shall possess are as follows, to-wit:

          (1)  To engage in every phase and aspect of the business of rendering
the professional services to the public that a Doctor of Medicine, duly licensed
under the laws of the State of Mississippi, is authorized to render, but such
professional services shall be rendered only through officers, employees, and
agents who are duly licensed under the laws of the State of Mississippi to
practice medicine within this State.

          (2)  To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect to the shares of
capital stock, script, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interests issued or



created by any partnership, corporation, joint stock companies, syndicates,
associations, firms, trusts, or persons, public or private or by the government
of the United States of America, or by any foreign government, or by any state,
territory, province, municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

          (3)  To acquire, and pay for in cash, stocks or bonds of the
corporation, or otherwise, the goodwill, rights, assets and property, and to
undertake or assume the whole or any part of the obligations, or liabilities, of
any person, persons, firms, association or corporation.

          (4)  To enter into, make, execute and perform contract of every
nature, kind and description with any person, firm, association, corporation,
municipality, county, state, body politic, government or subdivision thereof.

          (5)  To loan unto any person, firm or corporation any of its surplus
funds, either with or without security and upon such terms as may appear to the
corporation to be advisable.

          (6)  To borrow or raise moneys for any of the purposes of the
corporation, and from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures, and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof,
together with interest thereon and any other expense incurred in connection
therewith, by mortgage or deed of trust upon, or pledge, conveyance or
assignment in trust of, the whole or

                                       -2-


any part of the property of the corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or
other obligations of the corporation for its corporate purposes.

          (7)  In connection with any and all of the foregoing to buy, acquire,
own, hold, lease, sell, mortgage, alienate, manage, control, or otherwise deal
in or with any and all property, real, personal or mixed, including, but not
limited to, interests in partnerships, stock (including stock in other
corporations), land, mineral rights, interest and royalties, bonds, negotiable
papers, and other securities, not contrary to law, and to carry on and to engage
in any and all of the aforesaid businesses and operations, and in any and all
other operations not contrary to law, anywhere in the State of Mississippi, or
elsewhere; and to do each and every thing necessary, incidental, desirable,
suitable or proper for the accomplishment of any of the purposes or the
attainment of any one or more of the purposes or objects hereinabove enumerated
or suggested, or which at this time or at any time hereafter may appear
conducive to, desirable for the promotion, protection or benefit of the
corporation.

          (8)  The rights and powers that may be exercised by the corporation,
in addition to the foregoing, are those conferred by Sections 79-3-1 et seq. of
the Mississippi Code of 1972, as amended, as limited by Sections 79-9-1 et seq.
of the Mississippi Code of 1972, as amended.

          (9)  The foregoing shall be considered as both objects and powers of
the corporation and said objects and powers as set forth in any of the foregoing
clauses shall not in anywise be limited or restricted by reference to, or
inference from, the terms of any other clause in these Articles of
Incorporation.

                                       -3-


                                       IV.

          The aggregate number of shares which the corporation shall have
authority to issue is one thousand (1,000) shares, all common stock having a par
value of One Hundred and 00/100ths Dollars ($100.00) per share.

                                       V.

          The corporation will not commence business until consideration of the
value of at least One Thousand and 00/100ths Dollars ($1,000.00) has been
received for the issuance of shares.

                                       VI.

          The post office and street address of the corporation's initial
registered office is 306 Hospital Drive, Columbus, Mississippi 39701, and the
name of its initial registered agent at such address is John H. Parker, Jr.,
M.D.

                                      VII.

          The number of directors constituting the initial board of directors of
the corporation is three (3) and the names and street and post office addresses
of the person who are to serve as directors until the first annual meeting of
shareholders or until their successors are elected and qualified are:

          NAME                          POST OFFICE ADDRESS

          John H. Parker, Jr., M.D.     306 Hospital Drive
                                        Columbus, Mississippi 39701

          Sherry N. Parker              306 Hospital Drive
                                        Columbus, Mississippi 39701

          John F. Prince                221 7th Street North
                                        Columbus, Mississippi 39701

                                       -4-


                                      VIII.

          The name and street and post office addresses of the incorporators,
both of whom are natural persons over the age of twenty-one years, are:

          NAME                          POST OFFICE ADDRESS

          John H. Parker, Jr., M.D.     306 Hospital Drive
                                        Columbus, Mississippi 39701

          Sherry N. Parker              306 Hospital Drive
                                        Columbus, Mississippi 39701

          WITNESS THE SIGNATURES of the incorporators on this the 18th day of
December, 1979.


                                     ---------------------------------
                                     JOHN H. PARKER, JR., M.D.


                                     ---------------------------------
                                     SHERRY N. PARKER

                                       -5-


STATE OF MISSISSIPPI

COUNTY OF LOWNDES

          Personally appeared before me, the undersigned notary public in and
for the state and county aforesaid, JOHN H. PARKER, JR., M.D. and SHERRY N.
PARKER, who, being by me first duly sworn, on their oaths deposed and said that
they are the incorporators of JOHN H. PARKER, JR., M.D., F.C.A.P., A
PROFESSIONAL ASSOCIATION, and that they executed the foregoing ARTICLES OF
INCORPORATION on the day that the same bears date, as the incorporators of the
corporation, and that the statements contained therein are true and correct as
therein stated.

                                     ---------------------------------
                                     JOHN H. PARKER, JR., M.D.


                                     ---------------------------------
                                     SHERRY N. PARKER

          Sworn to and subscribed before me on this the 18th day of December,
1979.

(S E A L )

                                     ---------------------------------
                                     NOTARY PUBLIC

My commission expires:


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

                                       -6-


                                                                    EXHIBIT 3.88

F0012 - Page 1 of 3

                               OFFICE OF THE MISSISSIPPI SECRETARY OF STATE
                           P.O BOX 136, JACKSON, MS 39205-0316   (601) 359-1333
                                           ARTICLES OF AMENDMENT

          The undersigned persons, pursuant to Section 79-4-10.06 (if a profit
          corporation) or Section 79-11-305 (if a nonprofit corporation) of the
          Mississippi Code of 1972, hereby execute the following document and
          set forth:

     1. TYPE OF CORPORATION

=>    /X/ Profit         / /  Nonprofit

     2. NAME OF CORPORATION

=>    JOHN H. PARKER, JR., M.D., F.C.A.P., A PROFESSIONAL ASSOCIATION

     3. THE FUTURE EFFECTIVE DATE IS  ______________________       FILED
        (COMPLETE IF APPLICABLE)                                 10/20/1999
                                                                 ERIC CLARK
                                                             SECRETARY OF STATE
                                                            STATE OF MISSISSIPPI

     4. SET FORTH THE TEXT OF EACH AMENDMENT ADOPTED. (ATTACH PAGE)

     5. IF AN AMENDMENT FOR A BUSINESS CORPORATION PROVIDES FOR AN EXCHANGE,
     RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES, SET FORTH THE
     PROVISIONS FOR IMPLEMENTING THE AMENDMENT IF THEY ARE NOT CONTAINED IN THE
     AMENDMENT ITSELF. (ATTACH PAGE)

     6. THE AMENDMENT(S) WAS (WERE) ADOPTED ON

=>   October 18, 1999 Date(s)

     FOR PROFIT CORPORATION (Check the appropriate box)

=>   Adopted by / / the incorporators /X/ directors without shareholder action
                                          and shareholder action was not
                                          required.

     FOR NONPROFIT CORPORATION (Check the appropriate box)

=>   Adopted by / / the incorporators / / board of directors without member
                                          action and member action was not
                                          required.

     FOR PROFIT CORPORATION

     7. IF THE AMENDMENT WAS APPROVED BY SHAREHOLDERS
     (a) The designation, number of outstanding shares, number of votes entitled
     to be cast by each voting group entitled to vote separately on the
     amendment, and the number of votes of each voting group indisputably
     represented at the meeting were



     Designation     No. of outstanding   No. of votes entitled   No. of votes
                     shares               to be cast              indisputably
                                                                  represented
                                                          
=>   Common          50                    50                      50




                                                    
=>
    ____________      _______________       _______________       _________________

    

  (B) EITHER

     (i) the total number of votes cast for and against the amendment by each
voting group entitled to vote separately on the amendment was



     Voting group           Total no. of votes       Total no. of votes cast
                            cast FOR                 AGAINST

                                              
=>   Common                 50                       __________________


=>   _________________      _________________        __________________


     OR

     (ii) the total number of undisputed votes cast for the amendment by each
voting group was



     Voting group           Total no. of undisputed votes cast FOR the plan
                         

=>   _________________      ______________________________________


=>   _________________      ______________________________________


     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting group.

     FOR NONPROFIT CORPORATION

     8. IF THE AMENDMENT WAS APPROVED BY THE MEMBERS

     (a) The designation, number of memberships outstanding, number of votes
     entitled to be cast by eachclass entitled to vote separately on the
     amendment, and the number of votes of each classindisputably represented at
     the meeting were



     Designation     No. of memberships   No. of votes entitled   No. of votes
                     outstanding          to be cast              indisputably
                                                                  represented
                                                         

=>
     ______________   __________________   _____________________  ______________

=>
     ______________   __________________   _____________________  ______________




  (B) EITHER

     (i) the total number of votes cast for and against (the amendment by each
class entitled to vote separately on the amendment was



     Voting class         Total no. of votes      Total no. of votes
                          cast FOR                cast AGAINST

                                           
     ________________     ___________________     ______________________


     ________________     ___________________     ______________________


     OR

     (ii) the total number of undisputed votes cast for the amendment by each
class was



     Voting class         Total no. of undisputed votes cast FOR the
                          amendment

                      
     _________________    _____________________________________


     _________________    _____________________________________


     and the number of votes cast for the amendment by each voting group was
     sufficient for approval by that voting proud.

     By: Signature                   (please keep writing within blocks)

                                            /s/ JOHN H PARKER, JR., M.D.
                                            --------------------------------
                          Printed Name      JOHN H PARKER, JR., M.D.
                          Title             President



4. Set forth the text of each amendment adopted.

     a) The current text of Article I shall be deleted in its entirety and the
following substitution in its stead:

                                ARTICLE I - NAME

     The name of this corporation is JOHN H. PARKER, JR., M.D., F.C.A.P., INC.


     b) The current text of Article III shall be deleted in its entirety and the
following substituted in its stead:

                              ARTICLE III - PURPOSE

     The sole and specific purpose of the corporation is to engage in any and
     all business permitted by law incidental to the operation of the
     corporation, and to do any and all things, not contrary to law, incidental
     to the carrying on of any business activity, for which a corporation may be
     organized under the Mississippi Business Corporation Act.

EX-3.89

                                                                    EXHIBIT 3.89

                    JOHN H. PARKER, JR., M.D., F.C.A.P., INC.


                           ---------------------------
                           AMENDED AND RESTATED BYLAWS
                           ---------------------------




                           AMENDED AND RESTATED BYLAWS

                                       OF

                    JOHN H. PARKER, JR., M.D., F.C.A.P., INC.

1. OFFICES

     1.1. REGISTERED OFFICE

     The initial registered office of the Corporation shall be in Lowdnes,
Mississippi, and the initial registered agent in charge thereof is John H.
Parker, Jr., 306 Hospital Drive, Columbus, Mississippi 39701.

     1.2. OTHER OFFICES

     The Corporation may also have offices at such other places, both within and
without the State of Mississippi, as the Board of Directors may from time to
time determine or as may be necessary or useful in connection with the business
of the Corporation.

2. MEETINGS OF SHAREHOLDERS

     2.1. PLACE OF MEETINGS

     All meetings of the shareholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President.

     2.2. ANNUAL MEETINGS

     The Corporation shall hold annual meetings of shareholders, commencing with
the year 2001, on such date and at such time as shall be designated from time to
time by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President, at which shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.

     2.3. SPECIAL MEETINGS

     Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or the President, and shall
be called by the Chief Executive Officer, the President or the Secretary at the
request in writing of shareholders possessing at least a majority of the voting
power of the issued and outstanding voting stock of the



Corporation entitled to vote generally for the election of directors. Such
request shall include a statement of the purpose or purposes of the proposed
meeting.

     2.4. NOTICE OF MEETINGS

     Notice of any meeting of shareholders, stating the place, date and hour of
the meeting, and (if it is a special meeting) the purpose or purposes for which
the meeting is called, shall be given to each shareholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not required by
the Mississippi Business Corporation Act (the "Act") or these Bylaws). Such
notice shall be given in accordance with, and shall be deemed effective as set
forth in, Section 79-4-7.05 (or any successor section) of the Act.

     2.5. WAIVERS OF NOTICE

     Whenever the giving of any notice is required by statute, the Articles of
Incorporation of the Corporation (which shall include any amendments thereto and
shall be hereinafter referred to as so amended as the "Articles of
Incorporation") or these Bylaws, a waiver thereof, in writing and delivered to
the Corporation, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance of a shareholder at a meeting shall
constitute a waiver of notice (a) of such meeting, except when the shareholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) (if it is a special meeting) of consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter at the beginning of the meeting.

     2.6. BUSINESS AT SPECIAL MEETINGS

     Business transacted at any special meeting of shareholders shall be limited
to the purposes stated in the notice (except to the extent that such notice is
waived or is not required as provided in the Act or these Bylaws).

     2.7. LIST OF SHAREHOLDERS

     After the record date for a meeting of shareholders has been fixed, at
least ten days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all shareholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to the examination of any shareholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place in the city where the meeting
is to be held, which place is to be specified in the notice of the meeting, or
at the place where the meeting is to be held. Such list shall also, for the
duration of the meeting, be produced and kept

                                       -2-


open to the examination of any shareholder who is present at the time and place
of the meeting.

     2.8. QUORUM AT MEETINGS

     Shareholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Articles of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting, and who are present in person or represented by
proxy, shall constitute a quorum at all meetings, of the shareholders for the
transaction of business. Where a separate vote by a class or classes is
required, the holders of a majority of the outstanding shares of such class or
classes, who are present in person or represented by proxy, shall constitute a
quorum entitled to take action on that matter. Once a share is represented for
any purpose at a meeting (other than solely to object (a) to holding the meeting
or transacting business at the meeting, or (b) (if it is a special meeting) to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice), it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.

     2.9. VOTING AND PROXIES

     Unless otherwise provided in the Act or in the Articles of Incorporation,
and subject to the other provisions of these Bylaws, each shareholder shall be
entitled to one vote on each matter, in person or by proxy, for each share of
the Corporation's capital stock that has voting power and that is held by such
shareholder. No proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. A duly executed appointment
of proxy shall be irrevocable if the appointment form states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.

     2.10. REQUIRED VOTE

     When a quorum is present at any meeting of shareholders, all matters shall
be determined, adopted and approved by the affirmative vote (which need not be
by ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statute or the Articles of Incorporation, a different vote is specified and
required, in which case such express provision shall govern and control the
decision of such question. Where a separate vote by a class or classes is
required and a quorum exists with respect to such class or classes, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class, unless the proposed action is one upon which, by express
provision of statute or the Articles of Incorporation, a different vote is
specified and

                                       -3-


required, in which case such express provision shall govern and control the
decision of such question. Notwithstanding the foregoing, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.

     2.11. ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a shareholders' meeting may
be taken without a meeting, without prior notice and without a vote, if the
action is taken by all the shareholders entitled to vote on the action. The
action must be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote on the action, and
delivered to the Corporation in the manner prescribed by the Act for inclusion
in the minute book.

3. DIRECTORS

     3.1. POWERS

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Articles of Incorporation or as otherwise may be
provided in the Act. The Board of Directors may elect a Chairman of the Board
from among its members and shall designate, when present, either the Chairman of
the Board (if any), the Chief Executive Officer or the President to preside at
its meetings. If neither the Chairman of the Board, the Chief Executive Officer
nor the President is present, the Board of Directors may designate another
director to preside at such meeting. The Chairman of the Board, the Chief
Executive Officer and the President may be the same person. The Board of
Directors may also elect one or more Vice Chairmen from among its members, with
such duties as the Board of Directors shall from time to time prescribe.

     3.2. NUMBER, ELECTION AND TERM OF OFFICE

     The number of directors constituting the Board of Directors shall be as
authorized from time to time by resolution of the shareholders or of the Board
of Directors. Directors shall be elected at annual meetings of the shareholders,
except as provided in Section 3.3 hereof, and each director elected shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. Directors need not be shareholders. Each
director shall be entitled to one vote per director on all matters voted or
acted upon by the Board of Directors.

     3.3. VACANCIES

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by the affirmative vote of
directors having a

                                       -4-


majority of the total votes of the directors then in office, although fewer than
a quorum, or by a sole remaining director. Each director so chosen shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. In the event that one or more directors
resigns from the Board, effective at a future date, directors having a majority
of the total votes of directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office until his or her successor is elected
and qualified or until his or her earlier death, resignation or removal.

     3.4. MEETINGS

          3.4.1. REGULAR MEETINGS

          Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board of Directors. A meeting of the Board of Directors for the election of
officers and the transaction of such other business as may come before it may be
held without notice immediately following the annual meeting of shareholders.

          3.4.2. SPECIAL MEETINGS

          Special meetings of the Board may be called by the Chairman of the
Board, the Chief Executive Officer or the President on one day's notice to each
director, either personally or by telephone, express delivery service (so that
the scheduled delivery date of the notice is at least one day in advance of the
meeting), telegram or facsimile transmission, or on five days' notice by mail
(effective upon deposit of such notice in the mail). The notice need not
describe the purpose of the special meeting but shall indicate the date, time
and place of the special meeting.

          3.4.3. TELEPHONE MEETINGS

          Members of the Board of Directors may participate in a meeting of the
Board of Directors by any communication by means of which all participating
directors can hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

          3.4.4. ACTION WITHOUT MEETING

          Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the action is taken by all
members of the Board of Directors. The action must be evidenced by one or more
written consents describing the action taken, signed by each director, and
delivered to the Corporation for inclusion in the minute book.

                                       -5-


          3.4.5. WAIVER OF NOTICE OF MEETING

          A director may waive any notice required by statute, the Articles of
Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

     3.5. QUORUM AND VOTE AT MEETINGS

     At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of the presence of directors having at least a majority of
the total votes of the total number of directors constituting the entire Board
of Directors. The affirmative vote of directors having a majority of the total
votes of directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, the Articles of Incorporation or these Bylaws.

     3.6. COMMITTEES OF DIRECTORS

     The Board of Directors may, by resolution passed by the affirmative vote of
directors having a majority of the total votes of the total number of directors
constituting the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member of a committee is absent from any meeting,
or disqualified from voting thereat, the remaining member or members present and
not disqualified from voting, whether or not such member or members constitute a
quorum, may, by unanimous vote, appoint another member of the Board of Directors
to act at the meeting in the place of such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation pursuant to Sections 79-4-11.01 or 79-4-11.07 of the
Act, recommending to the shareholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the Bylaws; and unless the resolutions, these Bylaws or the Articles
of Incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 79-4-11.04 of the Act.
Such committee or committees shall have such name or

                                       -6-


names as may be determined from time to time by resolution adopted by the Board
of Directors. Unless otherwise specified in the resolution of the Board of
Directors designating the committee, at all meetings of each such committee of
directors, a majority of the total votes of the total number of members of the
committee shall constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the total votes of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors, when required. A director serving as
a member of a committee shall have the same number of votes as such director has
with respect to matters voted or acted upon by the Board of Directors, as
specified in the Articles of Incorporation. The Board of Directors may at any
time, by resolution passed by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors, discharge any committee, change the membership of any
committee, fill vacancies occurring in any committee or remove any member of any
committee, with or without cause.

     3.7. COMPENSATION OF DIRECTORS

     The Board of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

     3.8. RESIGNATION

     A director may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the President or the Secretary.
Unless otherwise stated in such notice of resignation, the acceptance thereof
shall not be necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such specification,
it shall take effect upon the receipt thereof.

4. OFFICERS

     4.1. POSITIONS

     The officers of the Corporation shall be a Chief Executive Officer, a
President, a Treasurer and a Secretary. The Board of Directors may elect or
appoint, or provide for the appointment of, such other officers (including a
Chairman of the Board, one or more Vice Chairmen, a Chief Financial Officer, one
or more Vice Presidents in such gradation as the Board of Directors may
determine, one or more Assistant Secretaries and one or more Assistant
Treasurers) or agents as may from time to time appear necessary or advisable in
the conduct of the business and affairs of the Corporation. Each such officer
shall exercise such powers and perform such duties as shall be set forth below
and such other powers and duties as from time to time may be specified by the
Board of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the duties of such other officers. Any number of offices may he held
by the same person. Each of the Chairman of the Board (if

                                       -7-


any), the Chief Executive Officer, the President, the Chief Financial Officer
(if any), and/or any Vice President may execute bonds, mortgages, notes,
contracts and other documents on behalf of the Corporation, except as otherwise
required by law and except where the execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of the
Corporation.

     4.2. CHAIRMAN OF THE BOARD

     The Chairman of the Board, if any, shall (when present) preside at all
meetings of the Board of Directors and shareholders and shall ensure that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman of the Board, if any, shall in general perform all duties incident to
such office, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors.

     4.3. CHIEF EXECUTIVE OFFICER

     The Chief Executive Officer of the Corporation shall have overall executive
responsibility and authority for management of the business, affairs and
operations of the Corporation (subject to the authority of the Board of
Directors), and, in general, shall perform all duties incident to the office of
a chief executive officer of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.

     4.4. PRESIDENT

     The President of the Corporation, together with the Chief Executive
Officer, shall have general responsibility and authority for management of the
business, affairs and operations of the Corporation (subject to the authority of
the Board of Directors), and, in general, shall perform all duties incident to
the office of a president of a corporation, including those duties customarily
performed by persons holding such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors.

     4.5. CHIEF FINANCIAL OFFICER

     The Chief Financial Officer of the Corporation, if any, shall have general
charge and supervision of the financial affairs of the Corporation, including
budgetary, accounting and statistical methods, and shall approve for payment, or
designate others serving under him or her to approve for payment, all vouchers
and warrants for disbursements of funds, and, in general, shall perform such
other duties as are incident to the office of a chief financial officer of a
corporation, including those duties customarily performed by persons occupying
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors, the Chief Executive Officer or
the President.

                                       -8-


     4.6. VICE PRESIDENT

     In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice President
or Vice Presidents, in general, shall perform such other duties as are incident
to the office of a vice president of a corporation, including those duties
customarily performed by persons occupying such office, and shall perform such
other duties as, from time to time, may be assigned to him or her or them by the
Board of Directors, the Chief Executive Officer or the President. The Board of
Directors may designate one or more Vice Presidents as Executive Vice Presidents
or Senior Vice Presidents.

     4.6. Secretary

     The Secretary, or an Assistant Secretary, shall attend all meetings of the
Board of Directors and all meetings of the shareholders, and shall record all
the proceedings of the meetings of the shareholders and of the Board of
Directors in a book to be kept for that purpose, and shall perform like duties
for the standing committees, when required. The Secretary shall have custody of
the corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President. The Secretary, or an Assistant Secretary, shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and, in general, shall perform all duties as are incident to
the office of a secretary of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her by the Board of Directors,
the Chief Executive Officer, the President, the Chief Financial Officer or any
Vice President.

     4.7. ASSISTANT SECRETARY

     The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act or when requested by the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer or any Vice
President, perform the duties and exercise the powers of the Secretary, and, in
general, shall perform all duties as are incident to the office of an assistant
secretary of a

                                       -9-


corporation, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her or them by the Board of Directors, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President or the
Secretary. An Assistant Secretary may or may not be an officer, as determined by
the Board of Directors.

     4.8. TREASURER

     The Treasurer shall have responsibility for the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall also render to the Chief Executive Officer or the President,
upon request, and to the Board of Directors at its regular meetings, or when the
Board of Directors so requires, an account of all financial transactions and of
the financial condition of the Corporation and, in general, shall perform such
duties as are incident to the office of a treasurer of a corporation, including
those customarily performed by persons occupying such office, and shall perform
all other duties as, from time to time, may be assigned to him or her by the
Board of Directors, the Chief Executive Officer, the President, the Chief
Financial Officer or any Vice President.

     4.9. ASSISTANT TREASURER

     The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer,
and, in general, shall perform all duties as are incident to the office of an
assistant treasurer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her or them by the Board of
Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, any Vice President or the Treasurer. An Assistant Treasurer may or may
not be an officer, as determined by the Board of Directors.

     4.10. TERM OF OFFICE

     The officers of the Corporation shall hold office until their successors
are chosen and qualify or until their earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors.

                                      -10-


     4.11. COMPENSATION

     The compensation of officers of the Corporation shall be fixed by the Board
of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.

     4.12. FIDELITY BONDS

     The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.

5. CAPITAL STOCK

     5.1. CERTIFICATES

     The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman of the Board, the Chief Executive Officer, the
President or any Vice President, and by the Treasurer, the Secretary or any
Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar whose signature or facsimile signature appears on a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

     5.2. LOST CERTIFICATES

     The Board of Directors, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer or the Secretary may direct
a new certificate of stock to be issued in place of any certificate theretofore
issued by the Corporation and alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming that the
certificate of stock has been lost, stolen or destroyed. When authorizing such
issuance of a new certificate, the Board of Directors or any such officer may,
as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or such owner's legal
representative, to advertise the same in such manner as the Board of Directors
or such officer shall require and/or to give the Corporation a bond or
indemnity, in such sum or on such terms and conditions as the Board of Directors
or such officer may direct, as indemnity against any claim that may be

                                      -11-


made against the Corporation on account of the certificate alleged to have been
lost, stolen or destroyed or on account of the issuance of such new certificate.

     5.3. RECORD DATE

          5.3.1. ACTIONS BY SHAREHOLDERS

          In order that the Corporation may determine the shareholders entitled
to notice of or to vote at any meeting of shareholders, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty days nor less than ten days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting,
unless the Board of Directors fixes a new record date for the adjourned meeting.

          In order that the Corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Act, shall be at the close of business on the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation in the manner prescribed by Section
79-4-7.04(a) of the Act. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Act, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.

          5.3.2. PAYMENTS

          In order that the Corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the shareholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining

                                      -12-


shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

          5.4. SHAREHOLDERS OF RECORD

          The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be required by the Act.

6. INDEMNIFICATION

          SECTION 6.1 DEFINITIONS

          As used in this Section 6, the term:

     (a) "Corporation" includes any domestic or foreign predecessor entity of
the Corporation in a merger.

     (b) "Director" or "officer" means an individual who is or was a director or
board-appointed officer, respectively, of the Corporation or who, while a
director or officer of the Corporation, is or was serving at the Corporation's
request as a director, officer, partner, trustee, employee, or agent of another
domestic or foreign corporation, partnership, joint venture, trust, employee
benefit plan or other entity. A director or officer is considered to be serving
an employee benefit plan at the Corporation's request if his or her duties to
the Corporation also impose duties on, or otherwise involve services by, the
director or officer to the plan or to participants in or beneficiaries of the
plan. "Director" or "officer" includes, unless the context otherwise requires,
the estate or personal representative of a director or officer.

     (c) "Disinterested director" or "disinterested officer" means a director or
officer, respectively, who at the time of a vote referred to in subsection
6.5(b), 6.5(c) or 6,7(a) is not:

          (i) a party to the proceeding; or

          (ii) an individual having a familial, financial, professional or
     employment relationship with the person whose indemnification or advance
     for expenses is the subject of the decision being made, which relationship
     would, in the circumstances, reasonably be expected to exert an influence
     on the director's or officer's judgment when voting on the decision being
     made.

          (d) "Expenses" includes counsel fees.

                                      -13-


     (e) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an employee
benefit plan) or reasonable expenses incurred with respect to a proceeding.

     (f) "Official capacity" means:

          (i) when used with respect to a director, the office of director in
     the Corporation; and

          (ii) when used with respect to an officer, the office in the
     Corporation held by the officer.

Official capacity does not include service for any other domestic or foreign
corporation or any partnership, joint venture, trust, employee benefit plan or
other entity.

     (g) "Party" includes an individual who was, is, or is threatened to be made
a defendant or respondent in a proceeding.

     (h) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, arbitrative or
investigative and whether formal or informal.

     SECTION 6.2 BASIC INDEMNIFICATION ARRANGEMENT

     (a) Except as provided in subsection 6.2(d), the Corporation shall
indemnify an individual who is a party to a proceeding because he or she is a
director or officer against liability incurred in the proceeding if:

          (i)  he or she conducted himself or herself in good faith; and

          (ii) he or she reasonably believed:

          (A)  in the case of conduct in his or her official capacity, that his
               or her conduct was in the best interests of the Corporation; and

          (B)  in all other cases, that his or her conduct was at least not
               opposed to the best interests of the Corporation; and

          (C)  in the case of any criminal proceeding, that he or she had no
               reasonable cause to believe his or her conduct was unlawful; or

                                      -14-


          (iii) he or she engaged in conduct which broader indemnification has
     been made permissible or obligatory under a provision of the Articles of
     Incorporation.

     (b) A director's or officer's conduct with respect to an employee benefit
plan for a purpose he or she reasonably believed to be in the interest of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection 6.2(a)(ii)(B).

     (c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director or officer did not meet the relevant
standard of conduct described in subsection 6.2(a).

     (d) Unless ordered by a court under Section 6.4, the Corporation may not
indemnify a director or officer under this Section 6:

          (i) in connection with a proceeding by or in the right of the
     Corporation, except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director or officer has met the
     relevant standard of conduct under subsection 6.2(a); or

          (ii) in connection with any proceeding with respect to conduct for
     which he or she was adjudged liable on the basis that he or she received a
     financial benefit to which he or she was not entitled, whether or not
     involving action in his or her official capacity.

     SECTION 6.3 ADVANCES FOR EXPENSES

     (a) The corporation shall, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director or officer who is a party to a proceeding because he or she is a
director or officer if he or she delivers to the Corporation:

          (i) a written affirmation of his or her good faith belief that he or
     she has met the relevant standard of conduct described in subsection 6.2(a)
     or that the proceeding involves conduct for which liability has been
     eliminated under a provision of the Corporation's Articles of
     Incorporation; and

          (ii) his or her written undertaking to repay any funds advanced if he
     or she is not entitled to mandatory indemnification under this Section 6 or
     the Act and it is ultimately determined under subsection 6.4 or 6.5 that he
     or she has met the relevant standards of conduct described in subsection
     6.2.

     (b) The undertaking required by subsection 6.3(a)(ii) must be an unlimited
general obligation of the director or officer but need not be secured and may be
accepted without reference to the financial ability of the director or officer
to make repayment.

                                      -15-


     SECTION 6.4 COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES

     (a) A director or officer who is a party to a proceeding because he or she
is a director or officer may apply for indemnification or an advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. Pursuant to Section 79-4-8.54 of the Act, after receipt of an
application and after giving any notice it considers necessary, the court shall:

          (i) order indemnification if the court determines that the director or
     officer is entitled to mandatory indemnification under Section 79-4-8.52 of
     the Act;

          (ii) order indemnification or advance for expenses if the court
     determines that the director or officer is entitled to indemnification or
     advance for expenses pursuant to a provision authorized by Section
     79-4-8.58(a) of the Act; or

          (iii) order indemnification or advance for expenses if the court
     determines, in view of all the relevant circumstances, that it is fair and
     reasonable:

               (A)  to indemnify the director or officer, or

               (B)  to advance expenses to the director or officer, even if he
                    or she has not met the relevant standard of conduct set
                    forth in subsection 6.2(a), failed to comply with the
                    requirements for advance of expenses, or was adjudged liable
                    in a proceeding referred to in subsection 6.2(d), but if he
                    or she was adjudged so liable, his or her indemnification
                    shall be limited to reasonable expenses incurred in
                    connection with the proceeding.

     (b) If the court determines that the director or officer is entitled to
indemnification or advance for expenses, it may also order the Corporation to
pay the director's or officer's reasonable expenses incurred in connection with
obtaining court-ordered indemnification or advance for expenses.

     SECTION 6.5 DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION

     (a) The corporation acknowledges that indemnification of a director or
officer under Section 6.2 has been pre-authorized by the Corporation as
permitted by Section 79-4-8.58 of the Act. Nevertheless, the Corporation shall
not indemnify a director or officer under Section 6.2 unless a determination has
been made for the specific proceeding that indemnification of the director or
officer is permissible because he or she has met the relevant standard of
conduct set forth in subsection 6.2(a); provided, however, that regardless of
the result or absence of any such determination, the Corporation shall indemnify
a director or officer who was wholly successful, on the merits or otherwise, in
the

                                      -16-


defense of any proceeding to which he or she was a party because he or she was a
director or officer of the Corporation against reasonable expenses incurred by
the director or officer in connection with the proceeding.

     (b) The determination referred to in subsection 6.5(a) shall be made:

          (i) if there are two or more disinterested directors, by the Board of
     Directors of the Corporation by a majority vote of all disinterested
     directors (a majority of whom shall for such purpose constitute a quorum)
     or by a majority of the members of a committee of two or more disinterested
     directors appointed by such a vote;

          (ii) by special legal counsel:

               (A)  selected in the manner prescribed in paragraph (i) of this
                    subsection 6.5(b); or

               (B)  if there are fewer than two disinterested directors,
                    selected by the Board of Directors (in which selection
                    directors who do not qualify as disinterested directors may
                    participate), or

          (iii) by the shareholders, but shares owned by or voted under the
     control of a director or officer who at the time does not qualify as a
     disinterested director or disinterested officer may not be voted on the
     determination.

     (c) As acknowledged above, the Corporation has pre-authorized the
indemnification of directors and officers hereunder, subject to a determination
for a specific proceeding that the director or officer met the relevant standard
of conduct under subsection 6.2(a). Consequently, no further decision need or
shall be made on a case-by-case basis as to the authorization of the
Corporation's indemnification of directors or officers hereunder. Nevertheless,
evaluation as to reasonableness of expenses of a director or officer for a
specific proceeding shall be made in the same manner as the determination that
indemnification is permissible, as described in subsection 6.5(b), except that
if there are fewer than two disinterested directors or if the determination is
made by special legal counsel, evaluation as to reasonableness of expenses shall
be made by those entitled under subsection 6.5(b)(ii)(B) to select special legal
counsel.

     SECTION 6.6 INDEMNIFICATION OF EMPLOYEES AND AGENTS

     The corporation may indemnify and advance expenses under this Section 6 to
an employee or agent of the Corporation who is not a director or officer to the
extent, consistent with public policy, that such indemnification and advances
may be provided to a director or officer.

                                      -17-


     SECTION 6.7 SHAREHOLDER APPROVED INDEMNIFICATION.

     (a) If authorized by the Articles of Incorporation or a bylaw, contract or
resolution approved or ratified by shareholders of the Corporation by a majority
of the votes entitled to be cast, the Corporation may indemnify or obligate
itself to indemnify a director or officer made a party to a proceeding,
including a proceeding brought by or in the right of the Corporation, without
regard to the limitations in other sections of this Section 6, but shares owned
or voted under the control of a director or officer who at the time of such
authorization does not qualify as a disinterested director or disinterested
officer with respect to any existing or threatened proceeding that would be
covered by the authorization may not be voted on the authorization.

     (b) The corporation shall not indemnify a director or officer under this
Section 6.7 for any liability incurred in a proceeding in which the director or
officer is adjudged liable to the Corporation or is subjected to injunctive
relief in favor of the Corporation:

          (i) for the amount of a financial benefit received by a director to
     which he or she is not entitled;

          (ii) for an intentional infliction of harm on the Corporation or the
     shareholders;

          (iii) for a violation of Section 79-4-8.33 of the Act; or

          (iv) for an intentional violation of criminal law.

     (c) Where approved or authorized in the manner described in subsection
6.7(a), the Corporation may advance or reimburse expenses incurred in advance of
final disposition of the proceeding only if:

          (i) the director or officer furnishes the Corporation a written
     affirmation of his or her good faith belief that his or her conduct does
     not constitute behavior of the kind described in subsection 6.7(b); and

          (ii) the director or officer furnishes the Corporation a written
     undertaking, executed personally or on his or her behalf, to repay any
     advances if it is ultimately determined that he or she is not entitled to
     indemnification under this Section 6.

     SECTION 6.8 INSURANCE

     The corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the Corporation or
who, while a director, officer, employee or agent of the Corporation, serves at
the Corporation's request as a

                                      -18-


director, officer, partner, trustee, employee or agent of another domestic or
foreign corporation, partnership, joint venture, trust, employee benefit plan or
other entity against liability asserted against or incurred by him or her in
that capacity or arising from his or her status as a director, officer, employee
or agent, whether or not the Corporation would have power to indemnify or
advance expenses to him or her against the same liability under this Section 6
or the Act.

     SECTION 6.9 WITNESS FEES

     Nothing in this Section 6 shall limit the Corporation's power to pay or
reimburse expenses incurred by a director or officer in connection with his or
her appearance as a witness in a proceeding involving the Corporation at a time
when he or she is not a party.

     SECTION 6.10 REPORT TO SHAREHOLDERS

     To the extent and in the manner required by the Act from time to time, if
the Corporation indemnifies or advances expenses to a director or officer in
connection with a proceeding by or in the right of the Corporation, the
Corporation shall report the indemnification or advance to the shareholders

     SECTION 6.11 AMENDMENTS; SEVERABILITY

     No amendment, modification or rescission of this Section 6, or any
provision hereof, the effect of which would diminish the rights to
indemnification or advancement of expenses as set forth herein shall be
effective as to any person with respect to any action taken or omitted by such
person prior to such amendment, modification or rescission. In the event that
any of the provisions of this Section 6 (including any provision within a single
section, subsection, division or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Section 6 shall remain enforceable to the fullest extent
permitted by law.

7. GENERAL PROVISIONS

     7.1. INSPECTION OF BOOKS AND RECORDS

     Any shareholder, in person or by attorney or other agent, shall upon
written demand under oath stating the purpose thereof, have the right during
usual business hours to inspect for any proper purpose the Corporation's stock
ledger, a list of its shareholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a shareholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand under oath shall be directed to the Corporation at its
registered office or at its principal place of business.

                                      -19-


     7.2. DIVIDENDS

     The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation and the
laws of the State of Mississippi.

     7.3. RESERVES

     The directors of the Corporation may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

     7.4. EXECUTION OF INSTRUMENTS

     All checks, drafts or other orders for the payment of money, and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

     7.5. FISCAL YEAR

     The fiscal year of the Corporation shall initially be the calendar year
ending December 31, but may be changed at any time and from time to time by
resolution of the Board of Directors.

     7.6. SEAL

     The corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

     7.7. PRONOUNS

     All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person
or entity may require.

     7.8. AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the shareholders or the Board of Directors.

     7.9. CONFLICT WITH MISSISSIPPI BUSINESS CORPORATION ACT

     In the event that any provision of these bylaws conflicts with any
provision of the Act, the provision in the Act will govern.

                                     - 20 -

EX-3.90

                                                                    EXHIBIT 3.90

                            ARTICLES OF INCORPORATION

                                       OF

                          KAILASH B. SHARMA, M.D., P.C.

                                    ARTICLE I

          The name of the corporation is Kailash B. Sharma, M.D., P.C.

                                   ARTICLE II

          The corporation elects to be created and operated pursuant to the
Georgia Professional Corporation Act and shall have perpetual duration.

                                   ARTICLE III

          The purposes for which the corporation is organized are the practice
of medicine and all related fields thereto.

                                   ARTICLE IV

          The total number of shares of stock which the corporation shall
have authority to issue is 1,000 with no par value.

                                    ARTICLE V

          The corporation will not commence business until a minimum of Five
Hundred nd no/100ths Dollars ($500.00) has been received for the issuance of
shares.



                                   ARTICLE VI

          The registered office of the corporation in the State of Georgia is to
be located at 727 Ravenel Road, Augusta, Georgia, 30909. Its registered agent at
such address is Kailash B. Sharma. His consent to serve is attached hereto.

                                   ARTICLE VII

          The initial Board of Directors shall consist of two members who shall
be:

                                Kailash B. Sharma
                                727 Ravenel Road
                             Augusta, Georgia 30909

                                   [ILLEGIBLE]
                                727 Ravenel Road
                             Augusta, Georgia 30909

                                  ARTICLE VIII

          The name and mailing address of the incorporator is:

                                Kailash B. Sharma
                                727 Ravenel Road
                             Augusta, Georgia 30909


                                   ARTICLE IX

          The corporation shall have and exercise all the powers conferred in
the laws of the State of Georgia upon professional corporations formed under the
laws of such State.

          Dated this 24 day of October, 1980.

                                                     /s/ Kailash B. Sharma
                                                     ---------------------------
                                                     Kailash B. Sharma
                                                     Incorporator

                                      - 2 -


                                                                    EXHIBIT 3.90

                              ARTICLES OF AMENDMENT

                                       OF

                          KAILASH B. SHARMA, M.D., P.C.
                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I

     THE NAME OF THE CORPORATION IS "KAILASH B. SHARMA, M.D., P.C." (THE
"CORPORATION").

                                   ARTICLE II

     ARTICLE I OF THE ARTICLES OF INCORPORATION IS AMENDED TO STATE AS FOLLOWS:

          THE NAME OF THE CORPORATION IS "KAILASH B. SHARMA, M.D., INC."

                                   ARTICLE III

     ARTICLE II OF THE ARTICLES OF INCORPORATION IS AMENDED TO STATE AS FOLLOWS:

          THE CORPORATION SHALL BE GOVERNED BY THE GEORGIA BUSINESS CORPORATION
CODE.

                                   ARTICLE IV

     ARTICLE III OF THE ARTICLES OF INCORPORATION IS DELETED IN ITS ENTIRETY.

                                    ARTICLE V

     ARTICLE IX OF THE ARTICLES OF INCORPORATION IS DELETED IN ITS ENTIRELY.

                                   ARTICLE VI

     PURSUANT TO SECTION 14-2-1003 OF THE OFFICIAL CODE OF GEORGIA, EACH
AMENDMENT DESCRIBED ABOVE HAS BEEN DULY ADOPTED AND APPROVED BY THE BOARD OF
DIRECTORS AND THE SHAREHOLDER OF THE CORPORATION AS OF THE DATE OF FILLING OF
THESE ARTICLES OF AMENDMENT.



                                  ARTICLE VIII

     THE CHANGES MADE BY THESE ARTICLES OF AMENDMENT SHALL BE EFFECTIVE UPON THE
FILING OF THESE ARTICLES OF AMENDMENT WITH THE SECRETARY OF STATE THE STATE OF
GEORGIA.

                                   ARTICLE IX

     A REQUEST FOR PUBLICATION OF A NOTICE OF INTENT TO FILE ARTICLES OF
AMENDMENT WHICH CHANGE THE NAME OF THE CORPORATION AND PAYMENT THEREFOR HAVE
BEEN MADE AS REQUIRED BY SECTION 14-2-1006 I(b) OF THE OFFICIAL CODE OF GEORGIA.

     IN WITNESS WHEREOF, THESE ARTICLES OF AMENDMENT HAVE BEEN EXECUTED BY THE
UNDERSIGNED THIS 2 DAY OF DECEMBER, 2002

                                                   KAILASH B. SHARMA, M.D., P.C.


                                                   /s/ Kailash B. Sharma M.D.
                                                   -----------------------------
                                                   By: Kailash B. Sharma, M.D.
                                                   As Its: president

EX-3.91

                                                                    EXHIBIT 3.91

                           AMENDED AND RESTATED BYLAWS

                                       OF

                          KAILASH B. SHARMA, M.D., INC.

                             (A GEORGIA CORPORATION)

                               ARTICLE I. OFFICES

     SECTION 1.  PRINCIPAL OFFICE. The principal office for the transaction of
the business of the Corporation shall be located at such place as may be fixed
from time to time by the Board of Directors.

     SECTION 2.  OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the Corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1.  PLACE OF MEETINGS. Any meeting of the Shareholders of the
Corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the Corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2.  ANNUAL SHAREHOLDER MEETING. No annual meeting of Shareholders
is required unless one (1) or more of the Shareholders delivers written notice
to the Corporation requesting a meeting pursuant to Section 14-2-924 of the
Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held at such time and place and on such date
as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. However, no such meeting shall be held
unless one (1) or more Shareholders delivers written notice to the Corporation
requesting a meeting at least thirty (30) days before the meeting date as set in
this paragraph.

     SECTION 3.  SPECIAL MEETINGS. A special meeting of the Shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board, the President, the Vice-President, a majority of the Board of
Directors, or one (1) or more Shareholders holding an aggregate of not less than
one-third (1/3) of the voting power of the Corporation. Such a call for a
special meeting must state the purpose of the meeting.

     SECTION 4.  NOTICE OF MEETINGS. Unless waived, written notice stating the
place, day, and hour of each meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
Shareholder of record entitled to vote not less than ten (10) days (or not less
than any such other minimum period of days as may be prescribed by the



Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the Corporation. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5.  WAIVER OF NOTICE. Notice of any annual or special meeting may
be waived by any Shareholder, either before or after the meeting. The attendance
of a Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except when a Shareholder attends solely for the purpose of stating, at the
beginning of the meeting, an objection or objections to the transaction of
business at such meeting.

     SECTION 6.  QUORUM, VOTING, AND PROXY. Shareholders representing a majority
of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing such
proxy, except as otherwise provided by the Georgia Business Corporation Code. If
a proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in such proxy holder's place.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any Shareholders' meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all Shareholders entitled to vote with respect to the

                                        2


subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the Corporation.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1.  FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors' or "Directors", notwithstanding that only one (1)
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
Corporation would have if there were no vacancies.

     SECTION 2.  QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty-one (21) years of age. A Director need not be a Shareholder, a citizen of
the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION 3.  ELECTION AND TENURE. Each Director shall hold office until the
first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4.  POWERS. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges, and franchises of the
Corporation as they may deem expedient for the interests of the Corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5.  MEETINGS. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual meeting. The
Board by resolution may provide for regular meetings, which may be held without
notice as and when scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, the President, or by any
Director. The Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment in which all persons

                                        3


participating in the meeting can hear each other, and participation in such a
meeting pursuant to this Section 5 shall constitute presence in person at such
meeting.

     SECTION 6.  NOTICE AND WAIVER; QUORUM. Notice of any special meeting of the
Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors' meeting.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the Corporation.

     SECTION 8.  VOTING. At all meetings of the Board of Directors, each
Director shall have one (1) vote and, except as otherwise provided herein or
provided by law, all questions shall be determined by a majority vote of the
Directors present.

     SECTION 9.  REMOVAL. Any one (1) or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11. DIVIDENDS. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the Corporation, or out of the unreserved and unrestricted capital
surplus if so authorized by the Articles of Incorporation, as they may deem
expedient.

     SECTION 12. COMMITTEES. In the discretion of the Board of Directors, such
Board from time to time may elect or appoint, from its own members, an Executive
Committee or such other

                                        4


committee or committees as such Board may see fit to establish. Each such
committee shall consist of two (2) or more Directors, and each shall have and
may exercise such authority and perform such functions as the Board by
resolution may prescribe within the limitations imposed by law.

     SECTION 13. OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the Corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the Corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14. COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1.  SELECTION. The Board of Directors at each annual meeting shall
elect or appoint a President and a Secretary, both to serve for the ensuing year
and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one (1) or more Vice Presidents, a
Treasurer, and also may elect or appoint one (1) or more Assistant Vice
Presidents and/or one (1) or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they may, in
the discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two (2) or more offices.

     SECTION 2.  REMOVAL, VACANCIES. Any Officers of the Corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

     SECTION 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all meetings of the
Board of Directors and at all meetings of the Shareholders. The Chairman of the
Board of Directors shall have all the powers of the President in the event of
the President's absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President

                                        5


on matters of general policy affecting the business of the Corporation and shall
have, in such Chairman's discretion, power and authority to generally supervise
all the affairs of the Corporation and the acts and conduct of all the Officers
of the Corporation, and shall have such other duties as may be conferred upon
the Chairman of the Board by the Board of Directors.

     SECTION 4.  PRESIDENT. If there be no Chairman of the Board elected, or in
the Chairman's absence, the President shall preside at all meetings of the Board
of Directors and at all meetings of the Shareholders. The immediate supervision
of the affairs of the Corporation shall be vested in the President. It shall be
the President's duty to attend constantly to the business of the Corporation and
to maintain strict supervision over all of its affairs and interests. The
President shall keep the Board of Directors fully advised of the affairs and
condition of the Corporation, and shall manage and operate the business of the
Corporation pursuant to such policies as may be prescribed from time to time by
the Board of Directors. The President shall, subject to approval of the Board,
hire and fix the compensation of all employees and agents of the Corporation
other than Officers, and any person thus hired shall be removable at the
President's pleasure.

     SECTION 5.  VICE PRESIDENT. Any Vice President of the Corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by the Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6.  SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the Corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7.  TREASURER. The Treasurer shall keep, or cause to be kept, the
financial books and records of the Corporation, and shall faithfully account for
its funds. The Treasurer shall make such reports as may be necessary to keep the
Chairman of the Board, the President, and the Board of Directors fully informed
at all times as to the financial condition of the Corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Treasurer, or the Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS, ETC.

     SECTION 1.  CONTRACTS, DEEDS, AND LOANS. All contracts, deeds, mortgages,
pledges, promissory notes, transfers, and other written instruments binding upon
the Corporation shall be executed on behalf of the Corporation by the Chairman
of the Board, if elected, the President, any Vice President, or by such other
Officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the Corporation may
be attested by the Secretary or Assistant Secretary of the Corporation.

     SECTION 2.  PROXIES. The Chairman of the Board, if elected, or the
President or any Vice President shall have full power and authority, on behalf
of the Corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
Corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the Corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1.  CERTIFICATES OF STOCK. The certificates for shares of capital
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the Corporation as they are issued. Each certificate shall state
on its face the fact that the Corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one (1) class of shares shall be outstanding, all share certificates of whatever
class shall state that the Corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the Corporation.

     SECTION 2.  SIGNATURE; TRANSFER AGENT; REGISTRAR. Share certificates shall
be signed by the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and shall bear the seal of the Corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the Corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any

                                        7


Officer of the Corporation appearing thereon may be a facsimile signature. In
case any Officer who signed, or whose facsimile signature was placed upon, any
such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3.  STOCK BOOK. The Corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the Corporation, a book, to be known as the stock book of
the Corporation, containing in alphabetical order the name of each Shareholder
of record, together with such Shareholder's address, the number of shares of
each kind, class, or series of stock held by such Shareholder, and such
Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, or the
duplicate copy thereof maintained at the principal office of the Corporation,
shall be available for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent.
The information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4.  TRANSFER OF STOCK; REGISTRATION OF TRANSFER. The stock of the
Corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the Corporation. Upon surrender to the
Corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the Corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the Corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the Corporation.

     SECTION 5.  REGISTERED SHAREHOLDERS. Except as otherwise required by law,
the Corporation shall be entitled to treat the person registered on its stock
book as the owner of shares of capital stock of the Corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6.  RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled

                                        8


to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action. In each case, except as
otherwise provided by law, only such persons as shall be Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
and any adjournment thereof, to express such consent or dissent, or to receive
payment of such dividend or such allotment of rights, or otherwise be recognized
as Shareholders for any other related purpose, notwithstanding any registration
of a transfer of shares on the stock book of the Corporation after any such
record date so fixed.

     SECTION7.   LOST CERTIFICATES. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed, or wrongfully taken,
and if the Corporation, transfer agent, or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions: (a)
Such owner shall file with the Secretary of the Corporation, and the transfer
agent or the registrar, such owner's request for the issuance of a new
certificate, with an affidavit setting forth the time, place, and circumstances
of the loss; (b) Such owner shall also file with the Secretary, and the transfer
agent or the registrar, a bond with good and sufficient security acceptable to
the Corporation and the transfer agent or. the registrar, conditioned to
indemnify and save harmless the Corporation and the transfer agent or the
registrar from any and all damage, liability, and expense of every nature
whatsoever resulting from the Corporation's or the transfer agent's or the
registrar's issuing a new certificate in place of the one alleged to have been
lost; and (c) Such owner shall comply with such other reasonable requirements as
the Chairman of the Board, the President, or the Board of Directors of the
Corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

     SECTION 8.  REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the Corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                          ARTICLE VIII. INDEMNIFICATION

     SECTION 1.  AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed

                                        9


in good faith to be in or not opposed to the best interests of the Corporation
and, in the case of any criminal proceeding, such Director had no reasonable
cause to believe the conduct was unlawful.

     (b)  The Corporation may not indemnify a Director under this Section 1:

          (1)  In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

          (2)  In connection with any other proceeding in which the Director was
     adjudged liable on the basis that personal benefit was improperly received
     by the Director.

          (c) Indemnification permitted under this Section 1 in connection with
 a proceeding by or in the right of the Corporation is limited to reasonable
 expenses incurred in connection with the proceeding.

     SECTION 2.  MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3.  ADVANCE FOR EXPENSES.

     (a)  The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

          (1)  The Director furnishes the Corporation a written affirmation of
     such Director's good faith belief that such Director has met the standard
     of conduct set forth in subsection (a) of Section 1 of these Bylaws; and

          (2)  The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b)  The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  The Corporation may not indemnify a Director under Section l of these
Bylaws unless authorized thereunder and a determination has been made in the
specific case that indemnification

                                       10


of the Director is required in the circumstances because the Director has met
the standard of conduct set forth in subsection (a) of Section 1.

     (b)  The determination shall be made:

          (1)  By the Board of Directors by majority vote of a quorum consisting
     of Directors not at the time parties to the proceeding; or

          (2)  If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in which designation Directors who are parties may participate),
     consisting solely of one (1) or more Directors not at the time parties to
     the proceeding; or

          (3)  By special legal counsel:

               (i)    Selected by the Board of Directors or its committee in the
          manner prescribed in paragraphs (1) or (2) of this subsection (b); or

               (ii)   If a quorum of the Board of Directors cannot be obtained
          under paragraph (1) of this subsection (b) and a committee cannot be
          designated under paragraph (2) of this subsection, selected by
          majority vote of the full Board of Directors (in which selection
          Directors who are parties may participate); or

          (4)  By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c)  Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless the
Articles of Incorporation provide otherwise:

     (1)  An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2)  The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

                                       11


     SECTION 6.  DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not
limit the Corporation's power to pay or reimburse expenses incurred by a
Director in connection with such Director's appearance as a witness in a
proceeding at a time when such Director has not been made a named defendant or
respondent to the proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1.  DIRECTORS. The Board of Directors shall have the power to
alter, amend, or repeal these Bylaws or adopt new Bylaws unless such power is
reserved exclusively to the Shareholders by the Articles of Incorporation or in
Bylaws previously adopted by the Shareholders, but any Bylaws adopted by the
Board of Directors may be altered, amended, or repealed, and new Bylaws adopted,
by the Shareholders.

     SECTION 2.  SHAREHOLDERS. The Shareholders shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting or at
any special meeting of the Shareholders. The Shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended, or repealed by
the Board of Directors.

     EXECUTED AND EFFECTIVE as of the 4th day of December, 2002.

                                           KAILASH B. SHARMA, M.D., INC.

Attest:

/s/ Kailash B. Sharma                      /s/ Kailash B. Sharma
- --------------------------------           -------------------------------------
By: Kailash B. Sharma, M.D.                By: Kailash B. Sharma, M.D.
As Its: Secretary                          As its: President

                                       12

EX-3.92

                                                                    EXHIBIT 3.92

                             KATHARINE LIU, MD. P.C.

                            ARTICLES OF INCORPORATION

                                    ARTICLE I

     The name of the corporation is KATHARINE LIU, M.D., P.C.

                                   ARTICLE II

     The number of shares the corporation is authorized to issue is 10,000
shares no par value.

                                   ARTICLE III

     The Corporation is formed for the purpose of the practice of the profession
of Pathology. The Corporation elects to be governed by Chapter 7 of Title 14 of
the Official Code of Georgia Annotated, known as the Georgia Professional
Corporation Act.

                                   ARTICLE IV

     The provisions of Official Code of Georgia Annotated ss. 14-7-5, relating
to restrictions regarding the stock in professional corporations, apply to this
Corporation.

                                    ARTICLE V

     The Directors are authorized to take all necessary steps after the
corporation begins its existence, if it is determined to be in the best interest
of the corporation, to make elections: (1) to be taxed as a small business
corporation under Subchapter S of the Internal Revenue Code of 1986, and the
corresponding Georgia statute; and (2) to qualify for any other favorable
treatment under the Internal Revenue Code of 1986 and the corresponding Georgia
law.

                                   ARTICLE VI

     The shareholders of the corporation shall have preemptive rights to acquire
additional shares of the corporation in proportion to the then outstanding
shares owned respectively by each shareholder.

                                   ARTICLE VII

     The street address of the initial registered office of the corporation is
1350 Walton Way, Richmond County, Georgia and the initial registered agent at
such address is Katharine Liu, M.D.



                                  ARTICLE VIII

     The name and address of the incorporator is William F. Hammond, P.O. Box
1564, Augusta, Richmond County, Georgia, 30903-1564

                                   ARTICLE IX

     The mailing address of the initial principal office of the corporation is
1350 Walton Way, Richmond County, Georgia, 30901.

     IN WITNESS WHEREOF, the undersigned executes these articles of
incorporation for KATHARINE LIU, M.D., P.C.

                                                   /s/ William F. Hammond
                                                   -----------------------------
                                                   WILLIAM F. HAMMOND



                              ARTICLES OF AMENDMENT

                                       OF

                            KATHARINE LIU, M.D., P.C.

                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I

     The name of the corporation is "KATHARINE LIU, M.D., P.C." (the
"Corporation").

                                   ARTICLE II

     Article I of the Articles of Incorporation is amended to state as follows:

          The name of the Corporation is "KATHARINE LIU, M.D., INC."

                                   ARTICLE III

     Article III of the Articles of Incorporation is amended to state as
follows:

          The Corporation shall be governed by the Georgia Business Corporation
Code.

                                   ARTICLE IV

     Article IV of the Articles of Incorporation is deleted in its entirety.

                                    ARTICLE V

     Article VI of the Articles of Incorporation is deleted in its entirety.

                                   ARTICLE VI

     Pursuant to Section 14-2-1003 of the Official Code of Georgia, each
amendment described above has been duly adopted and approved by the Board of
Directors and the Shareholder of the Corporation as of the date of filing of
these Articles of Amendment.



                                   ARTICLE VII

     The changes made by these Articles of Amendment shall be effective upon the
filing of these Articles of Amendment with the Secretary of State of the State
of Georgia.

                                  ARTICLE VIII

     A request for publication of a notice of intent to file articles of
amendment which change the name of the Corporation and payment therefor have
been made as required by Section 14-2-1006.l(b) of the Official Code of Georgia.

     IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
undersigned this 2nd day of December, 2002.

                                                   KATHARINE LIU, M.D., P.C.

                                                   /s/ Katharine Liu
                                                   -----------------------------
                                                   By: Katharine Liu, M.D.
                                                   As Its: President

[SEAL]

EX-3.93

                                                                    EXHIBIT 3.93

                           AMENDED AND RESTATED BYLAWS

                                       OF

                            KATHARINE LIU, M.D., INC.

                             (A GEORGIA CORPORATION)

                               ARTICLE I. OFFICES

     SECTION 1.  PRINCIPAL OFFICE. The principal office for the transaction of
the business of the Corporation shall be located at such place as may be fixed
from time to time by the Board of Directors.

     SECTION 2.  OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the Corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1.  PLACE OF MEETINGS. Any meeting of the Shareholders of the
Corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the Corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2.  ANNUAL SHAREHOLDER MEETING. No annual meeting of Shareholders
is required unless one (1) or more of the Shareholders delivers written notice
to the Corporation requesting a meeting pursuant to Section 14-2-924 of the
Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held at such time and place and on such date
as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. However, no such meeting shall be held
unless one (1) or more Shareholders delivers written notice to the Corporation
requesting a meeting at least thirty (30) days before the meeting date as set in
this paragraph.

     SECTION 3.  SPECIAL MEETINGS. A special meeting of the Shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board, the President, the Vice-President, a majority of the Board of
Directors, or one (1) or more Shareholders holding an aggregate of not less than
one-third (1/3) of the voting power of the Corporation. Such a call for a
special meeting must state the purpose of the meeting.

     SECTION 4.  NOTICE OF MEETINGS. Unless waived, written notice stating the
place, day, and hour of each meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
Shareholder of record entitled to vote not less than ten (10) days (or not less
than any such other minimum period of days as may be prescribed by the



Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the Corporation. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5.  WAIVER OF NOTICE. Notice of any annual or special meeting may
be waived by any Shareholder, either before or after the meeting. The attendance
of a Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except when a Shareholder attends solely for the purpose of stating, at the
beginning of the meeting, an objection or objections to the transaction of
business at such meeting.

     SECTION 6.  QUORUM, VOTING, AND PROXY. Shareholders representing a majority
of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing such
proxy, except as otherwise provided by the Georgia Business Corporation Code. If
a proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in such proxy holder's place.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any Shareholders' meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all Shareholders entitled to vote with respect to the

                                        2


subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the Corporation.

                         ARTICLE III BOARD OF DIRECTORS

     SECTION 1.  FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors" or "Directors", notwithstanding that only one (1)
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
Corporation would have if there were no vacancies.

     SECTION 2.  QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty- one (21) years of age. A Director need not be a Shareholder, a citizen
of the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION 3.  ELECTION AND TENURE. Each Director shall hold office until the
first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4.  POWERS. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges, and franchises of the
Corporation as they may deem expedient for the interests of the Corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5.  MEETINGS. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual meeting. The
Board by resolution may provide for regular meetings, which may be held without
notice as and when scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, the President, or by any
Director. The Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment in which all persons

                                        3


participating in the meeting can hear each other, and participation in such a
meeting pursuant to this Section 5 shall constitute presence in person at such
meeting.

     SECTION 6.  NOTICE AND WAIVER; QUORUM. Notice of any special meeting of the
Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors'meeting.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the Corporation.

     SECTION 8.  VOTING. At all meetings of the Board of Directors, each
Director shall have one (1) vote and, except as otherwise provided herein or
provided by law, all questions shall be determined by a majority vote of the
Directors present.

     SECTION 9.  REMOVAL. Any one (1) or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11. DIVIDENDS. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the Corporation, or out of the unreserved and unrestricted capital
surplus if so authorized by the Articles of Incorporation, as they may deem
expedient.

     SECTION 12. COMMITTEES. In the discretion of the Board of Directors, such
Board from time to time may elect or appoint, from its own members, an Executive
Committee or such other

                                        4


committee or committees as such Board may see fit to establish. Each such
committee shall consist of two (2) or more Directors, and each shall have and
may exercise such authority and perform such functions as the Board by
resolution may prescribe within the limitations imposed by law.

     SECTION 13. OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the Corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the Corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14. COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1.  SELECTION. The Board of Directors at each annual meeting shall
elect or appoint a President and a Secretary, both to serve for the ensuing year
and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one (1) or more Vice Presidents, a
Treasurer, and also may elect or appoint one (1) or more Assistant Vice
Presidents and/or one (1) or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they may, in
the discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two (2) or more offices.

     SECTION 2.  REMOVAL, VACANCIES. Any Officers of the Corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

     SECTION 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all meetings of the
Board of Directors and at all meetings of the Shareholders. The Chairman of the
Board of Directors shall have all the powers of the President in the event of
the President's absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President

                                        5


on matters of general policy affecting the business of the Corporation and shall
have, in such Chairman's discretion, power and authority to generally supervise
all the affairs of the Corporation and the acts and conduct of all the Officers
of the Corporation, and shall have such other duties as may be conferred upon
the Chairman of the Board by the Board of Directors.

     SECTION 4.  PRESIDENT. If there be no Chairman of the Board elected, or in
the Chairman's absence, the President shall preside at all meetings of the Board
of Directors and at all meetings of the Shareholders. The immediate supervision
of the affairs of the Corporation shall be vested in the President. It shall be
the President's duty to attend constantly to the business of the Corporation and
to maintain strict supervision over all of its affairs and interests. The
President shall keep the Board of Directors fully advised of the affairs and
condition of the Corporation, and shall manage and operate the business of the
Corporation pursuant to such policies as maybe prescribed from time to time by
the Board of Directors. The President shall, subject to approval of the Board,
hire and fix the compensation of all employees and agents of the Corporation
other than Officers, and any person thus hired shall be removable at the
President's pleasure.

     SECTION 5.  VICE PRESIDENT. Any Vice President of the Corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by me Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6.  SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the Corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7.  TREASURER. The Treasurer shall keep, or cause to be kept, the
financial books and records of the Corporation, and shall faithfully account for
its funds. The Treasurer shall make such reports as may be necessary to keep the
Chairman of the Board, the President, and the Board of Directors fully informed
at all times as to the financial condition of the Corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Treasurer, or the Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS. ETC.

     SECTION 1.  CONTRACTS, DEEDS, AND LOANS. All contracts, deeds, mortgages,
pledges, promissory notes, transfers, and other written instruments binding upon
the Corporation shall be executed on behalf of the Corporation by the Chairman
of the Board, if elected, the President, any Vice President, or by such other
Officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the Corporation may
be attested by the Secretary or Assistant Secretary of the Corporation.

     SECTION 2.  PROXIES. The Chairman of the Board, if elected, or the
President or any Vice President shall have full power and authority, on behalf
of the Corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
Corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the Corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1.  CERTIFICATES OF STOCK. The certificates for shares of capital
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the Corporation as they are issued. Each certificate shall state
on its face the fact that the Corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one (1) class of shares shall be outstanding, all share certificates of whatever
class shall state that the Corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the Corporation.

     SECTION 2.  SIGNATURE: TRANSFER AGENT: REGISTRAR. Share certificates shall
be signed by the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and shall bear the seal of the Corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the Corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any

                                        7


Officer of the Corporation appearing thereon may be a facsimile signature. In
case any Officer who signed, or whose facsimile signature was placed upon, any
such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3.  STOCK BOOK. The Corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the Corporation, a book, to be known as the stock book of
the Corporation, containing in alphabetical order the name of each Shareholder
of record, together with such Shareholder's address, the number of shares of
each kind, class, or series of stock held by such Shareholder, and such
Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, or the
duplicate copy thereof maintained at the principal office of the Corporation,
shall be available for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent The
information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4.  TRANSFER OF STOCK: REGISTRATION OF TRANSFER. The stock of the
Corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the Corporation. Upon surrender to the
Corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the Corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the Corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the Corporation.

     SECTION 5.  REGISTERED SHAREHOLDERS. Except as otherwise required by law,
the Corporation shall be entitled to treat the person registered on its stock
book as the owner of shares of capital stock of the Corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6.  RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled

                                        8


to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action. In each case, except as
otherwise provided by law, only such persons as shall be Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
and any adjournment thereof, to express such consent or dissent, or to receive
payment of such dividend or such allotment of rights, or otherwise be recognized
as Shareholders for any other related purpose, notwithstanding any registration
of a transfer of shares on the stock book of the Corporation after any such
record date so fixed.

     SECTION 7.  LOST CERTIFICATES. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed, or wrongfully taken,
and if the Corporation, transfer agent, or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate maybe
issued upon such owner's compliance with all of the following conditions: (a)
Such owner shall file with the Secretary of the Corporation, and the transfer
agent or the registrar, such owner's request for the issuance of a new
certificate, with an affidavit setting forth the time, place, and circumstances
of the loss; (b) Such owner shall also file with the Secretary, and the transfer
agent or the registrar, a bond with good and sufficient security acceptable to
the Corporation and the transfer agent or the registrar, conditioned to
indemnify and save harmless the Corporation and the transfer agent or the
registrar from any and all damage, liability, and expense of every nature
whatsoever resulting from the Corporation's or the transfer agent's or the
registrar's issuing a new certificate in place of the one alleged to have been
lost; and (c) Such owner shall comply with such other reasonable requirements as
the Chairman of the Board, the President, or the Board of Directors of the
Corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

     SECTION 8.  REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the Corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                         ARTICLE VIII. INDEMNIFICATION

     SECTION 1.  AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed

                                        9


in good faith to be in or not opposed to the best interests of the Corporation
and, in the case of any criminal proceeding, such Director had no reasonable
cause to believe the conduct was unlawful.

     (b)  The Corporation may not indemnify a Director under this Section 1:

          (1)  In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

          (2)  In connection with any other proceeding in which the Director was
     adjudged liable on the basis that personal benefit was improperly received
     by the Director.

     (c)  Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     SECTION 2.  MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3.  ADVANCE FOR EXPENSES.

     (a)  The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

          (1)  The Director furnishes the Corporation a written affirmation of
     such Director's good faith belief that such Director has met the standard
     of conduct set forth in subsection (a) of Section 1 of these Bylaws; and

          (2)  The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b)  The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  The Corporation may not indemnify a Director under Section 1 of these
Bylaws unless authorized thereunder and a determination has been made in the
specific case that indemnification

                                       10


of the Director is required in the circumstances because the Director has met
the standard of conduct set forth in subsection (a) of Section 1.

     (b)  The determination shall be made:

          (1)  By the Board of Directors by majority vote of a quorum consisting
     of Directors not at the time parties to the proceeding; or

          (2)  If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in which designation Directors who are parties may participate),
     consisting solely of one (1) or more Directors not at the time parties to
     the proceeding; or

          (3)  By special legal counsel:

               (i)    Selected by the Board of Directors or its committee in the
          manner prescribed in paragraphs (1) or (2) of this subsection (b); or

               (ii)   If a quorum of the Board of Directors cannot be obtained
          under paragraph (1) of this subsection (b) and a committee cannot be
          designated under paragraph (2) of this subsection, selected by
          majority vote of the full Board of Directors (in which selection
          Directors who are parties may participate); or

          (4)  By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c)  Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless the
Articles of Incorporation provide otherwise:

     (1)  An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2)  The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

                                       11


     SECTION 6.  DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not
limit the Corporation's .power to pay or reimburse expenses incurred by a
Director in connection with such Director's appearance as a witness in a
proceeding at a time when such Director has not been made a named defendant or
respondent to the proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1.  DIRECTORS. The Board of Directors shall have the power to
alter, amend, or repeal these Bylaws or adopt new Bylaws unless such power is
reserved exclusively to the Shareholders by the Articles of Incorporation or in
Bylaws previously adopted by the Shareholders, but any Bylaws adopted by the
Board of Directors may be altered, amended, or repealed, and new Bylaws adopted,
by the Shareholders.

     SECTION 2.  SHAREHOLDERS. The Shareholders shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting or at
any special meeting of the Shareholders. The Shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended, or repealed by
the Board of Directors.

     EXECUTED AND EFFECTIVE as of the 4th day of December, 2002.

                                                   KATHARINE LIU, M.D., INC.

Attest:

/s/ Katharine Liu                                  /s/ Katharine Liu
- --------------------------                         -----------------------------
By: Katharine Liu, M.D.                            By: Katharine Liu, M.D.
As Its: Secretary                                  As Its: President

                                       12

EX-3.94

                                                                    EXHIBIT 3.94

                                                                          [SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                     AMERIPATH TEXARKANA 5.01(A) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for AMERIPATH
TEXARKANA 5.01(A) CORPORATION.

                                   ARTICLE ONE

     The name of the corporation is AMERIPATH TEXARKANA 5 0l(A) CORPORATION.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes.

     (a)  Conducting scientific research and research projects in the public
interest in the fields of medical sciences, medical economics, public health,
sociology, and related areas;

     (b)  Supporting medical education in medical schools through grants and
scholarships;

     (c)  Improving and developing of the abilities of individuals and
institutions studying, teaching, and practicing medicine,

     (d)  Delivering health care to the public,

     (e)  Engaging in the instruction of the general public in the area of
medical science, public health, and hygiene and related instruction useful to
the individual and beneficial to the community; and

     (f)  Conducting other activities useful or appropriate to the
accomplishment of the foregoing purposes



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation and in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not less than three) as may be fixed by the Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows

          Name                             Address
          ----                             -------

          Stephen Aldred, M.D.             4350 Alpha Road
                                           Dallas, Texas 75244

          Clay J Cockerell, M.D.           2330 Butler Street, Suite 115
                                           Dallas, Texas 78235

          Joseph Sonnier, M.D.             4350 Alpha Road
                                           Dallas, Texas 75244

     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors, and until his or her
successor shall have been duly elected and qualified unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBME") and actively engaged in the practice of medicine. For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME



                                  ARTICLE SEVEN

     The corporation shall have one Member These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the
Member, provided, however, any alteration, amendment, or repeal of the Bylaws
must be approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors.

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
of Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Directors or committee members were present and voted,
provided such consent is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation.

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the State of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that this



Article Twelve does not eliminate or limit the liability of a Director of the
corporation to the extent the Director is found liable for: (i) a breach of the
Director's duty of loyalty to the corporation or its Member, (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the State of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the State of Texas, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporator is:

     Name                             Address
     ----                             -------

     Joseph Sonnier, M.D.             4350 Alpha Road
                                      Dallas, Texas 75244

     IN WITNESS WHEREOF, I have hereunto set my hand on this 16 day of Aug,
2000.

                                              /s/ Joseph Sonnier
                                              ----------------------------------
                                              Joseph Sonnier, M.D., Incorporator



                                                                          [SEAL]

                              ARTICLES OF AMENDMENT

                                       OF

                            ARTICLES OF ORGANIZATION

                                       OF

                     AMERIPATH TEXARKANA 5.01(A) CORPORATION

     Pursuant to Article 4.03 of the Texas Non-Profit Corporation Act (the
"Act"), the undersigned non-profit corporation (the "Company") hereby adopts the
following Articles of Amendment:

     1.   The name of the Company is AMERIPATH TEXARKANA 5.01(A) CORPORATION.

     2.   The amendment amends and restates Article One of the Company's
Articles of Incorporation. The text of Article One of the Company's Articles of
Incorporation, as amended, shall read as follows:

          The name of the Limited Liability Company is NAPA 5.01 (A)
     CORPORATION.

     3.   The amendment has been adopted by the affirmative consent of all the
members entitled to vote on July 31, 2001.

DATED: July 31, 2001.

                                           AMERIPATH TEXARKANA 5.01(A)
                                           CORPORATION


                                           By: /s/ Joseph A. Sonnier
                                               ---------------------------------
                                               Joseph A. Sonnier, M.D, President

EX-3.95

                                                                    EXHIBIT 3.95

                                     BYLAWS
                                       OF
                     AMERIPATH TEXARKANA 5.01(A) CORPORATION
                         A Texas Non-Profit Corporation



                                     BYLAWS
                                       OF
                     AMERIPATH TEXARKANA 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     Section 1.1    STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act; to function as a provider organization with the goal of providing
health care services; to develop new services and products to provide quality
services to the public in a cost-effective manner; and to transact any and all
other business permitted pursuant to the Texas Non-Profit Corporation Act.

     Section 1.2    POWERS. Except as limited by the Articles of Incorporation
or these Bylaws, the Corporation shall have and exercise such powers in
furtherance of its purposes as are now or may hereafter be granted by the laws
of the State.

     Section 1.3    CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any Director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any Director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     Section 1.4    DEFINITIONS. The terms set forth below shall have the
following meanings unless otherwise required by the context in which they may be
used:

          Section 1.4-1  ARTICLES OF INCORPORATION. The term "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the____day of __, 2000, and
any amendments thereto.

          Section 1.4-2  BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3  BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.

          Section 1.4-4  CORPORATION. The term "Corporation" shall mean
AMERIPATH TEXARKANA 5.01(A) CORPORATION, a Texas non-profit corporation.



          Section 1.4-5  MEMBER. The term "Member" shall mean AMERIPATH, INC. or
other members of the Corporation described in Section 3. 1.

          Section 1.4-6  STATE. The term "State" shall mean the State of Texas
unless otherwise specifically indicated.

          Section 1.4-7  SUPPLIER. The term "Supplier" shall mean (a) a
physician retained to provide medical services to or on behalf of the
Corporation, or (b) any other person providing or anticipated to provide
services or supplies to or on behalf of the Corporation in excess of $10,000
during a twelve-month period.

          Section 1.4-8  TSBME. The term "TSBME" shall mean the Texas State
Board of Medical Examiners.

          Section 1.4-9  TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1    PRINCIPAL PLACE OF BUSINESS. The principal business office
of Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. The
Corporation may also have offices at such other places both within and without
the State of Texas as the Board may from time to time determine or the business
of the Corporation may require.

     Section 2.2    REGISTERED AGENT. The Corporation shall have and
continuously maintain in the State of Texas a registered office and a registered
agent whose office is identical with such registered office. The registered
office may be, but need not be, identical with the principal business office of
the Corporation in the State of Texas, and the name of the registered agent
and/or the address of the registered office may be changed from time to time by
the Board.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1    QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall
have one Member which shall be AMERIPATH, INC. and/or other entities that meet
such standards as the initial Member shall establish. Such Member shall exercise
such rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     Section 3.2    ANNUAL MEETING. The annual meeting of the Members shall be
held at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of Director nominees and the transaction of such other
business as may properly come before the meeting. The annual meeting



shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3    SPECIAL MEETINGS. Except as otherwise provided by law or by
the Articles of Incorporation, special meetings of the Members may be called by
the Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4    NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5    ACTIONS RESERVED TO THE MEMBER. The Members shall exercise
sole authority in the removal of Directors in accordance with Section 4.7 and
the appointment or removal of officers in accordance with Sections 5.2 and 5.3.
The following matters shall require the approval of the Members of the
Corporation following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage, or other transfer or encumbrance of the
          personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;

     (g)  The working, giving, or seeking of grants;



     (h)  The settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-for-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians' selection
          of the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6    ACTION BY MEMBERS. Any action which may be required by law,
the Articles of Incorporation, or these Bylaws to be taken by the Members shall
be evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.

     Section 3.7    QUORUM. Except as otherwise provided by law, by the Articles
of Incorporation, or by these Bylaws, a majority of the Members entitled to
vote, represented in person, shall constitute a quorum at a meeting of Members.
If less than a quorum of the Members is present at such meeting, a majority of
the Members present shall adjourn the meeting. The vote of a majority of the
Members entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the Members, unless the vote of a greater number is
required by law or these Bylaws.

     Section 3.8    VOTING. At each Members meeting, every Member having the
right to vote shall be entitled to vote in person or by proxy. Each Member shall
be entitled to one vote on each matter submitted to a vote for which such Member
is entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9    MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10   NO CUMULATIVE VOTING. No Member may cumulate his votes at
any election of Directors by giving one candidate as many votes as shall equal
the number of such Directors multiplied by his vote, or by distributing such
votes on the same principle among any number of such candidates, or upon any
other matter.



     Section 3.11   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Members may be taken without a meeting if a
consent in writing, setting forth the action to be taken, is signed and dated by
the Members.

     Section 3.12   MEETINGS BY TELEPHONE. The Members may participate in and
hold a regular or special meeting by means of a conference telephone or any
similar communications equipment by means of which all persons participating in
the meeting may simultaneously hear each other.

     Section 3.13   NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1    GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     Section 4.2    ACTIONS RESERVED TO THE BOARD. To the extent specified
below, the following powers shall be exercised exclusively by the Board or, upon
a resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1  PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2  TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board or its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3  PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.

     Section 4.3    QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1  ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of



medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.

          Section 4.3-2  REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules. Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3  FINANCIAL RELATIONSHIPS. Any Director or nominee who
has a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4    NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.

     Section 4.5    ELECTION OF DIRECTORS. The initial Directors shall be
selected by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, all successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, as necessary, to fill the vacant positions; and (c) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.

     Section 4.6    TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until



their successors are elected and qualified. Thereafter, Directors shall be
elected at the annual meeting of the Directors as provided in Section 4.5 of
these Bylaws. Except in cases involving the death, resignation, or removal of a
Director, successive Directors shall hold office until their successors are
elected and qualified.

     Section 4.7    REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER. The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)  Any Director may be removed without cause by a majority vote of
               the Board of Directors, not including the Director sought to be
               removed, provided that such removal is approved by the Member.

          (ii) Any Director who ceases to meet the qualifications of this
               Article may be removed by the Board of Directors effective as of
               the date such qualifications cease to be met, and such removal
               shall not require the approval of the Member.

     Section 4.8    VACANCIES. Any vacancies among the Directors shall be filled
in the manner specified in Section 4.5. A Director elected to fill a vacancy
shall serve for the unexpired term of such Director's predecessor in office.

     Section 4.9    MEETINGS.

          Section 4.9-1  ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall be determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business to be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2  SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time, and place of the meeting. The purpose of the meeting need not be
specified in the notice.



     Section 4.10   WAIVER OF NOTICE. Notice of a meeting of the Board need not
be given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except when a Director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     Section 4.11   QUORUM AND VOTING. At all meetings of the Board, a majority
of the Directors present in person shall constitute a quorum for the transaction
of business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12   PROXIES. Voting by proxies shall be prohibited.

     Section 4.13   BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall



consist of a majority of Directors. Any non-Director who is a committee member
shall have the same responsibility with respect to the committee as shall a
Director who is a committee member.

     Section 4.14   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Board or any Board committee may be taken
without a meeting if a consent in writing, describing the action so taken, is
signed and dated by all the members of the Board or committee, as the case may
be.

     Section 4.15   RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     Section 4.16   MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17   CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service on the Board, serve on the Board of Directors, be an officer,
or serve in any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1    NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.

     Section 5.2    ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.

     Section 5.3    REMOVAL. Any officer or agent may be removed by the Member
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create any contract rights.



     Section 5.4    VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

     Section 5.5    DUTIES. The officers of the Corporation shall have such
powers and duties, except as modified by the Member as applicable, as generally
pertain to their respective offices, as well as such powers and duties as from
time to time shall be conferred by the Board or Member as applicable and by
these Bylaws.

          Section 5.5-1  PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from time to time, report to the Member and to the Board on all matters
within the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2  VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed by the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.

          Section 5.5-3  SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board and keep such minutes, as well as
the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.



          Section 5.5-4  TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or whenever requested, a statement of the financial condition of the
Corporation. The treasurer shall also perform all duties and exercise all powers
incident to the office of the treasurer and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-5  ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6    INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     Section 5.7    DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8    RESIGNATIONS. An officer may resign at any time by
delivering notice to the Board or Member as applicable. Any such resignation
shall be made in writing and shall take effect at the time it is delivered
unless the notice specifies a later effective date. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation. If a resignation is made effective at a later date
and the Corporation accepts such future effective date, the Board, subject to
Member approval, may fill the pending vacancy before the effective date provided
that the successor does not take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1    CONTRACTS. Subject to Member approval, the Board may
authorize any officer or officers, agent or agents, or employee or employees of
the Corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
Board or by these Bylaws, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit or to render it liable pecuniary for any purpose or any amount.

     Section 6.2    CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3    DEPOSITORIES. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in one or more such
banks, trust companies, or other depositories as the President may from time to
time designate, upon such terms and conditions as shall be fixed by the
President subject to Member approval. The President may from time to time
authorize the opening and keeping with any such depository as it may designate,
of general and special bank accounts and may make such special rules and
regulations with respect thereto, not inconsistent with the provisions of these
Bylaws, as it may deem necessary.

     Section 6.4    VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote, and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5    BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6    FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7    LOANS PROHIBITED. No loans shall be made by the Corporation
to its Directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8    REVOCABILITY OF AUTHORIZATIONS. No authorization,
assignment, referral or delegation of authority by the Board to any committee,
officer, agent or other official of the Corporation, or any other organization
which is associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral, or delegation in its sole discretion.

     Section 6.9    TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-l  TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted for such purposes, if:

             (a) The fact of such relationship or interest is disclosed or
      known to the Board or the committee that authorizes, approves, or
      ratifies the contract or transaction by a vote or consent sufficient
      for the purpose without counting the votes or consents of such interested
      Director(s) or officer(s); or

             (b) The contract or transaction is fair and reasonable as to
      the Corporation at the time it is authorized by the Board or a committee
      thereof.

          Section 6.9-2  QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1    AMENDMENTS. Unless otherwise required by law, the Bylaws may
be altered, amended, or repealed, and new Bylaws adopted, by the Member subject
to the approval of a majority of the Board of Directors then in office.

     Adopted as of the _____ day of ______, 2000.

EX-3.96

                                                                    EXHIBIT 3.96

STATE OF GEORGIA           )
                           )       AMENDED AND RESTATED PARTNERSHIP
COUNTY OF RICHMOND         )                   AGREEMENT

     THIS AGREEMENT OF PARTNERSHIP is an amendment dated April 4, 1988 KAILASH
B. SHARMA, M.D., P.C. ("Sharma"), CHARLES BEACHAM, M.D., P.C., ("Beacham"),
PETER KLACSMANN, M.D., P.C. ("Klacsmann"), and SHARON G. DASPIT, M.D., P.C.
("Daspit"), Georgia professional corporations with their principal place of
business at University Hospital, Augusta, Georgia.

                              W I T N E S S E T H:

1.   NAME AND BUSINESS:

     (a)  The name of the Partnership is NUCLEAR MEDICINE AND PATHOLOGY
ASSOCIATES ("Partnership"). It's business purpose is to engage in the practice
of pathological and nuclear medicine at the University Hospital, Augusta,
Georgia ("Hospital") and to render professional services to the Hospital in
accordance with an Agreement with the Hospital as it may exist from time to time
and such other business and professional activities as the partnership may
engage in which are related to the practice of medicine.

     (b)  Each partner agrees that it will employ at least one physician
("Physician-Employee") who is board certified in Nuclear Medicine or Pathology
to furnish medical services to the Hospital pursuant to an Agreement between the
Partnership and the Hospital as it may exist from time to time. Each
Physician-Employee shall enter into an employment contract with a partner in
which he or she agrees:



               (1)  To comply with the terms of any Agreement with the Hospital
     and the terms of this agreement, as they may exist from time to time.

               (2)  To furnish medical service to the partner and to the
     Partnership, which employment agreement shall not be inconsistent with the
     terms of the Agreement with the Hospital and this partnership agreement,
     and which will provide, among other things:

                    (i)  Maximum combined vacation and sick leave of thirty (30)
     working days per calendar year, with a maximum carry-over of fifteen (15)
     unused working days to the next calendar year. Vacation days shall be taken
     at times mutually agreeable to the Physician-Employee and the Partnership,
     it being the intention of the parties that physician coverage mandated by
     the Agreement between Hospital and the Partnership, be provided at all
     times.

                    (ii) A maximum of fifteen (15) days leave per year for
     attendance at continuing medical education meetings and meetings of
     professional societies.

     (c)  Any absences in excess of the days set forth above must be approved by
the Partnership, and may result in a partner's partnership income from the next
month being reduced by a fraction, the numerator of which is (20 LESS excess
days of absence) and the denominator of which is 20.

     (d)  The Partnership may agree, from time to time, to a schedule whereby
each Physician-Employee has one afternoon a week off, but only in the event the
Partnership can otherwise furnish, at all times, the physician coverage mandated
by the Agreement between it and the Hospital.

     (e)  Each partner shall maintain professional liability insurance for each
of its Physician-Employees with coverage in the minimum amounts set forth in the
Agreement with the Hospital and furnish the Partnership proof thereof within
fifteen days of becoming a partner. In the event

                                       -2-


such coverage is not obtained within the fifteen (15) day period, the
Partnership may expel the partner or purchase such coverage in one annual
premium, deducting the cost thereof from the next income distribution to the
partner.

     2.   TERM:

          The Partnership began on October 4, 1980 and has continued
continuously in business since that time and shall continue from the date hereof
and from year to year hereafter until terminated as herein provided.

     3.   PROFIT AND LOSS:

          (a)  The net profits and losses of the Partnership shall be divided
and borne on the basis of the ratio each partner's points bear to the total
number of points outstanding. The points shall be based upon the Partnership
Level attained by each partner. The Partnership Levels and the points at each
level are as follows:



        PARTNERSHIP LEVEL    POINTS
        -----------------    ------
                             
               1                 75
               2                100
               3                125
               4                150
               5                155


          (b)  It is agreed that Ihnen, Sharma, Beacham, Klacsmann, DeGrazia and
Daspit shall be at a minimum Partnership Level 4. Each partner whose employees
devote full time to the business of the Partnership shall attain. Partnership
Level 4 at the end of the third year as a Partner, unless the Partnership agrees
to a shorter period. A full-time partner attaining any Partnership Level may not
be reduced below that level except for a full-time partner who attains Level 5
and thereafter ceases to act as Director of the Laboratory and Chairman of the
Department. In such instances, such partner shall revert to Partnership Level 4.

          (c)  Only one partner shall attain Partnership Level 5 and that shall
be the partner which furnishes the Physician-Employee who will be the Director
of the Laboratory and Chairman of the Department of Pathology and Nuclear
Medicine at the Hospital.

                                       -3-


          (d)  A separate income amount shall be maintained for each partner.
Partnership profits and losses shall be charged or credited TO the separate
income account of each partner. If a partner has no credit balance in his income
account, losses shall be charged to his capital account.

     4.   MANAGEMENT:

          (a)  The right to manage and conduct the affairs of the Partnership
shall be vested exclusively in those partners entitled to vote. Except as
otherwise provided herein, Partnership voting shall be as follows:



          LEVEL AS PARTNER                 VOTE
          ----------------                 ----
                                        
                 1                         None
               2,3                         One-Half
               4,5                         One


No partner shall have a vote until serving one year as a partner. Except as
otherwise provided herein, all decisions shall be made by a majority of the
outstanding number of votes. It is the express intention of the partners that
all major policy decisions affecting the operation of the Department shall be
made in consultation with all partners, including those not entitled to vote,
but final decisions with respect thereto shall only be made by those partners
entitled to vote.

          (b)  The partners shall elect one of Physician-Employees to be
recommended to the Hospital as Laboratory Director and Chairman of the
Department ("Chairman"). The Physician-Employee approved for such position
pursuant to the provisions of the Agreement between the Partnership and the
Hospital shall serve until removed from such position in accordance with this
agreement and the By-laws of the medical staff of University Hospital and be
responsible for the day to day management of the Department and of the
Partnership.

               (1)  Each Physician-Employee shall be responsible to the Chairman
     for the economical and efficient operation of various sections of the
     Department as

                                       -4-


     assigned by the Chairman after consultation with all of the partners.

          (c)  Regular meeting of the partners shall be held at a date and time
to be set by the Chairman. All Physician-Employees shall be invited to the
meetings and allowed to participate, though voting shall be restricted to those
partners entitled to vote. The Chairman shall be the chairman of such meeting
or, in his or her absence a chairman chosen by the voting partners.

     5.   RESTRICTIONS:

          No partner shall, on behalf of the Partnership, without the consent of
the other partners, endorse any note, nor act as an accommodation party, or
otherwise become surety for any person. Without the consent of the other
partners, no partner shall on behalf of the Partnership borrow or lend money, or
make, deliver, or accept any commercial paper, or execute any mortgage, security
agreement, bond, or lease, or purchase or contract to purchase or sell or
contract to sell any property for or of the Partnership.

     6.   NON-ASSIGNMENT:

          No partner, except with the written consent of the other partners,
shall assign, mortgage, create a security interest in, or sell its share in the
Partnership or in its capital assets or property, or enter into any agreement as
a result of which any person shall become interested with him or her in the
Partnership, or do any act detrimental to the best interests of the Partnership
or which would make it impossible to carry on the ordinary business of the
Partnership.

     7.   BANKING AND BOOKS:

          All funds of the Partnership shall be deposited in its name in such
checking account or accounts as the partners shall mutually agree. Withdrawals
therefrom may be made upon checks signed by any two Physician-Employees. The
Partnership books shall be maintained at the principal

                                       -5-


office of the Partnership and each partner shall, at all times, have access
thereto. The books shall be kept on the cash receipts and disbursements method,
and shall be closed, balanced, and audited at the end of each calendar year.

     8.   VOLUNTARY TERMINATION:

          (a)  The Partnership may be dissolved at any time by agreement of the
partners, in which event the partners shall proceed with reasonable promptness
to liquidate the business OF the Partnership. The Partnership name shall be
permanently abandoned, and may not thereafter be used by any partner, although
no partner shall be precluded from using its own name, whether alone or in
conjunction with the name of one or more other bona fide partners, in the name
of any future business which it may conduct.

          (b)  Upon dissolution of the Partnership, the assets of the
Partnership business shall be used and distributed in the following order:

               (1)  to pay or provide for the payment of all Partnership
     liabilities and liquidating expenses and obligations;

               (2)  to discharge the balance of the income accounts of the
     partners;

               (3)  to discharge the balance of the capital accounts of the
     partners; and

               (4)  the balance, if any, shall be distributed among the partners
     in the ratio that each partner's points as determined in Section 4(a)
     hereof bears to the total of all points of all the partners.

     9.   ADMISSION OF NEW PARTNERS:

          (a)  New partners may be admitted to the Partnership on a provisional
basis for a one (1) year period by the affirmative vote of all partners entitled
to vote under Section 4(a) hereof, if such person meets the qualifications of
Section 7(b) of the Agreement between the Partnership and the Hospital. The
voting partners and the new partner shall mutually agree as to the Partnership
Level at which such new

                                       -6-


partner shall enter and the timing of its progression through the various
Partnership Levels. Following the end of the provisional period, but only if all
other partners agree, the provisional partner shall be admitted to the
Partnership and entitled to all the right and privileges of a partner subject to
the voting and compensatory provisions of this Agreement. Each new partner shall
execute a document agreeing to the terms of its admission and to the terms of
this Agreement.

     (b)

                    (i)  Upon the date the new partner is admitted to the
     Partnership, the management fee from the Hospital for the month prior to
     the admission of the new partner shall be distributed to the partners in
     the same proportions the Partnership profits were distributed prior to the
     admission of the new partner. Thereafter, the monthly Hospital Management
     fee shall be distributed to each Partner (including the new Partner)
     pursuant to the new Partnership distribution ratio.

                    (ii) The Partnership's billing service shall prepare two
     monthly accountings for the collections of the fees of the Partnership for
     a period of twelve (12) months following the entry of the new partner. All
     collections of fees generated on a fee for service basis prior to the
     admission of the new partner to the Partnership shall be distributed among
     the various partners based upon their points prior to the admission of the
     new partner. All collections on fees generated on a fee for service basis
     subsequent to the date of the admittance of the new partner shall be
     distributed to the partners based upon their points subsequent to the
     admission of the new partner. The fees charged by the Partnership's billing
     service shall be allocated between the collections attributable to fees
     generated on a fee for service basis by the

                                       -7-


     Partnership prior to the entry of the new partner and collections
     attributable to fees of the Partnership generated on a fee for service
     basis by the Partnership after the admission of the new partner upon the
     basis that such fees existed upon the date the new partner was admitted to
     the Partnership and allocated among the two reports on the basis that the
     collections in each report bear to the total of all collections reported.

          (c)  Upon the date a new partner is admitted to the partnership or at
any time thereafter with the consent of the new partner and the majority of
partners, the following method may be used as an alternative to that set forth
in Section 9(b) :

               (1)  The Partnership's certified public accountant ("CPA") shall
     determine the value of accrued, but unpaid, fees generated by the
     Partnership prior to the Determination Date.


               (2)  The Determination Date shall be the first of that month
     chosen by the new partner and the Partnership for the date this alternative
     valuation method shall be effective.


               (3)  Fees collected after the Determination Date shall be
     allocated between fees generated by the Partnership prior to admission of
     the new partner and fees generated by the Partnership after the admission
     of the new partner in such ratio and over such period of time as the
     Partnership's CPA shall deem, in his or her absolute discretion, to be fair
     and equitable to all parties concerned.

    10.   VOLUNTARY WITHDRAW FROM PARTNERSHIP:

          (a)  Any partner shall have the right to withdraw from the Partnership
by giving ninety (90) days written notice of its intention to the other partners
and such withdrawal shall have no effect upon the continuance of the
Partnership. The remaining partners shall have the right to continue the
Partnership business under the partnership name

                                       -8-


     as established prior to such withdrawal. The books of the Partnership shall
     be closed at the end of the month in which the partner withdraws.

          (b)

                    (i)  Upon the date of the partner's withdraw from the
     Partnership, the management fee from the Hospital for the month prior to
     the date of the Partner's withdraw shall be prorated when received between
     the Partnership distribution ratio prior to withdrawal and the Partnership
     distribution ratio after withdrawal.

                    (ii) The Partnership's billing service shall thereafter
     prepare two monthly accountings for the collections of the fees of the
     Partnership for a period of twelve (12) months following the withdraw of
     the partner. All collections of fees generated on a fee for service basis
     prior to the withdrawal of the partner from the Partnership shall be
     distributed among the various partners (including the withdrawing partner)
     based upon their points prior to the withdraw of the partner. All
     collections on fees generated on a fee for service basis subsequent to the
     date of the withdrawal of the partner shall be distributed to the partners
     based upon their points subsequent to the withdraw of the partner. The fees
     charged by the Partnership's billing service shall be allocated between the
     collections attributable to fees generated on a fee for service basis by
     the Partnership prior to the withdrawal of the partner and collections
     attributable to fees of the Partnership generated on a fee for service
     basis by the Partnership after the withdrawal of the partner on the basis
     the collections in each report bear to the total of all collections
     reported.

          (c)  Upon the date a partner withdraws from the Partnership or at any
time thereafter with the consent of the withdrawing partner and the majority of
the remaining

                                       -9-


     partners, the following method may be used as an alternative to that set
     forth in Section 9(b):

               (1)  The Partnership's certified public accountant ("CPA") shall
     determine the value of accrued, but unpaid, fees generated by the
     Partnership prior to the Determination Date.

               (2)  The Determination Date shall be the first of that month
     chosen by the withdrawing partner and the Partnership for the date this
     alternative valuation method shall be effective.

               (3)  Fees collected after the Determination Date shall be
     allocated between fees generated by the Partnership prior to withdrawal of
     the new partner and fees generated by the Partnership after the withdrawal
     of the partner in such ratio and over such period of time as the
     Partnership's CPA shall deem, in his or her absolute discretion, to be fair
     and equitable to all parties concerned.

          (d)  The withdrawing partner shall take a11 vacation days, remaining
sick leave, or holidays prior to the effective date of his or her withdrawal.

     11.  DISABILITY OF PHYSICIAN-EMPLOYEE OF A PARTNER:

          (a)  In the event a Physician-Employee of a partner is unable to
perform services on a full time basis as practicing physician in the business of
the Partnership for a period of ninety (90) consecutive calendar days on account
of a definitely determinable physical or mental disability certified to by a
doctor chosen by the partner for whom the disabled Physician-Employee worked and
A DOCTOR chosen by the remaining partners, the interest of the disabled
Physician-Employee in the Partnership shall terminate on the first day of the
month following the end of such ninety (90) day period. During the ninety (90)
day period of disability, any accrued days for vacation, sick pay, or holidays
shall be charged against payments made by the Partnership.

                                      -10-


          (b)

                    (i)  At the end of the ninety (90) day period, the
     management fee from the Hospital for the month in which the partner
     withdraws from the Partnership on account of disability of its Physician
     Employee shall be prorated when received between the Partnership
     distribution ratio prior to withdrawal and the Partnership distribution
     ratio after withdrawal.

                    (ii) The Partnership's billing service shall thereafter
     prepare two monthly accountings for the collections of the fees of the
     Partnership for a period of twelve (12) months following the disability of
     the Physician-Employee of the partner. All collections of fees generated on
     a fee for service basis prior to the disability of the Physician-Employee
     of the partner to the Partnership shall be distributed among the various
     partners (including the partner whose Physician-Employee was disabled)
     based upon their points prior to the disability of the Physician-Employee
     of the partner. All collections on fees generated on a fee for service
     basis subsequent to the date of the disability of the Physician-Employee of
     the partner shall be distributed to the partners based upon their points
     subsequent to the disability of the Physician-Employee of the partner. The
     fees charged by the Partnership's billing service shall be allocated
     between the collections attributable to fees.

          (c)  Upon the date a disabled partner withdraws from the partnership
or at any time thereafter with the consent of the new partner and the majority
of partners, the following method may be used as an alternative to that set
forth in Section 9(b):

               (1)  The Partnership's certified public accountant ("CPA") shall
     determine the value of accrued, but unpaid, fees generated by the
     Partnership prior to the Determination Date.

                                      -11-


               (2)  The Determination Date shall be the first of that month
     chosen by the partner whose Physician-Employee is disabled and the
     Partnership for the date this alternative valuation method shall be
     effective.

               (3)  Fees collected after the Determination Date shall be
     allocated between fees generated by the Partnership prior to withdrawal of
     the partner on account of the disability of its Physician-Employee and fees
     generated by the Partnership after the withdrawal of the partner whose
     Physician-Employee was disabled in such ratio and over such period of time
     as the Partnership's CPA shall deem, in his or her absolute discretion, to
     be fair and equitable to all parties concerned.

          (d)  The disabled Physician-Employee partner shall be deemed to have
taken all vacation days, remaining sick leave, or holidays prior to the
effective date of the withdrawal of the Partnership.

     12.  DEATH OF A PHYSICIAN-EMPLOYEE OF A PARTNER:

          (a)  Upon the death of a Physician-Employee of a partner the interest
in partnership profits of the partner for which such Physician-Employee worked
shall terminate as of the end of the month in which the death occurred.

          (b)

                    (i)  The partner whose Physician-Employee died shall be
     entitled to its full prorata share of the Hospital management fee paid the
     Partnership by the Hospital for the month the Physician-Employee died.

                    (ii) As of the end of the month following the death of a
     Physician-Employee, the Partnership's billing service shall thereafter
     prepare two monthly accountings for the collections of the fees of the
     Partnership for a period of twelve (12) months following the end of the
     month following the death of the Physician-Employee. All collections of
     fees

                                      -12-


     generated on a fee for service basis prior to the death of the
     Physician-Employee of a partner by the Partnership shall be distributed
     among the various partners based upon their points prior to the end of the
     month following the death of the Physician-Employee of a partner. All
     collections on fees generated on a fee for service basis subsequent to the
     end of the month following the death of the Physician-Employee of the
     partner shall be distributed to the partners based upon their points
     subsequent to such date. The fees charged by the Partnership's billing
     service shall be allocated between the collections attributable to fees
     generated by the Partnership prior to the end of the month following the
     death of the Physician-Employee of the partner and collections attributable
     to fees of the Partnership generated by the Partnership after the end of
     the month following the death of the Physician-Employee of the partner on
     the basis the collections in each report bear to the total of all
     collections reported.

          (c)  At any time following the death of a Physician-Employee of a
partner with the consent of the partner whose Physician Employee died and the
majority of the remaining partners, the following method may be used as an
alternative to that set forth in Section 9(b):

               (1)  The Partnership's certified public accountant ("CPA") shall
     determine the value of accrued, but unpaid, fees generated by the
     Partnership prior to the Determination Date.

               (2)  The Determination Date shall be the first of that month
     chosen by the partner whose Physician-Employee died and the Partnership for
     the date this alternative valuation method shall be effective.

               (3)  Fees collected after the Determination Date shall be
     allocated between fees generated by the Partnership prior to the death of
     the Physician-

                                      -13-


     Employee of a partner and fees generated by the Partnership after the death
     of the Physician-Employee in such ratio and over such period of time as the
     Partnership's CPA shall deem, in his or her absolute discretion, to be fair
     and equitable to all parties concerned.

          (c)  The Physician-Employee who died shall be credited with remaining
vacation days, remaining sick leave, or holidays prior to the date of his or her
death and the end of the month in which the Physician-Employee died. Any
remaining days after such credit shall be paid to the partner whose Physician
Employee died, based upon the average daily compensation paid the partner whose
Physician Employee died on the month such death occurred TIMES the number of
days of vacation, sick leave or holidays not credited to the month of death.

     13.  ELECTION OF CHAIRMAN OF DEPARTMENT AND REMOVAL OF CHAIRMAN OF
          DEPARTMENT:

     The Chairman of the Department shall be elected from and by the members of
the department as defined in University Hospitals Medical Staff Bylaws. The
Chairman may be removed from the office by written petition to the Executive
Committee of two-thirds (2/3) of the members of the department as outlined in
the Medical Staff Bylaws.

     14.  EXPULSION OF A PARTHER:

          (a)  Any partner may be expelled from the Partnership upon the
occurrence of any of the following events:

               (1)  With or without cause and with or without notice of a
     meeting called for the purpose of expelling a partner, by a vote of
     two-thirds (2/3rds) of the votes outstanding, other than vote of the
     partner being considered for expulsion. The affirmative vote of the partner
     employing the Chairman will also be required for the expulsion to be
     effective.

                                      -14-


               (2)  Failure by a partner or its Physician-Employee to comply
     with this agreement, as it may exist from time to time.

               (3)  Failure by a partner or its Physician-Employee to comply
     with the provisions of the Agreement between the Hospital and the
     Partnership, as it may exist from time to time, after ten (10) days written
     notice from the Chairman of such non-compliance.

               (4)  Failure by a partner or its Physician-Employee to comply
     with the written policies and procedures of the Department, the Hospital,
     or the Hospital Medical Staff as they may exist from time to time, after
     ten (10) days written notice from the Chairman or Hospital Administrator,
     as the case may be, of such non-compliance.

               (5)  Suspension, revocation or termination of the license of the
     Physician-Employee of a partner to practice medicine in the State of
     Georgia.

               (6)  Suspension or revocation of the right or license of a
     Physician-Employee of a partner to use or prescribe any controlled
     substance.

               (7)  Suspension, revocation or termination of the membership of a
     Physician-Employee of a partner on the active Medical Staff of the Hospital
     or his or her clinical privileges at the Hospital or if such
     Physician-Employee is suspended, disciplined or publically sanctioned by
     the Medical Staff of the Hospital or the Composite Board of Medical
     Examiners of the State of Georgia.

          (b)  In the event a partner is expelled, it shall be advised in
writing to such effect and advised that its interest in the Partnership is
terminated as of the effective date of such notice and it shall be deemed to
have withdrawn from the Partnership as of the close of the month preceding such
expulsion (if the notice is effective before

                                      -15-


the 15th of the month) or as of the close of the month following expulsion (if
the notice is effective after the fifteenth of the month), such date hereinafter
referred to as the Effective Date of Expulsion.

          (c)  Following the Effective Date of Expulsion of the partner, the
Partnership's billing service shall thereafter prepare two monthly accountings
for the collections of the fees of the Partnership for a period of twelve (12)
months following the expulsion of the partner. All collections of fees generated
on a fee for service basis prior to the expulsion of the partner from the
Partnership shall be distributed among the various partners (including the
expelled partner) based upon their points prior to the expulsion of the partner.
All collections on fees generated on a fee for service basis subsequent to the
date of the expulsion of the partner shall be distributed to the partners based
upon their points subsequent to the expulsion of the partner. The fees charged
by the Partnership's billing service shall be allocated between the collections
attributable to fees generated on a fee for service basis by the Partnership
prior to the expulsion of the partner and collections attributable to fees of
the Partnership generated on a fee for service basis by the Partnership after
the expulsion of the partner on the basis the collections in each report bear to
the total of all collections reported.

          (d)  The withdrawing partner shall be deemed to have taken all
vacation days, remaining sick leave, or holidays from the effective date of his
or her expansion to the end of the month in which the partner was expelled.

     15.  RESTRICTIVE COVENANT:

          Without the written consent of the Partnership, a partner and the
Physician-Employee who controls the stock of such partner (a) who shall withdraw
from the Partnership under Section 10 of this agreement or (b) is expelled under
Section 14 of this Agreement shall not compete with the Partnership at the
Hospital for a period of three (3) years

                                      -16-


following the date of withdrawal or the Effective Date of the Expulsion, in
consideration of the payments to such partner under the provisions of such
sections.

     16.

          AMENDMENT:

          This Agreement may be amended by the vote of two-thirds (2/3) of the
votes outstanding. Any partner who fails to comply with the amendments within
ten (10) days written notice of such non-compliance by the Chairman shall be
expelled under the provisions of Section 14 (a) (2) of this agreement.

     17.  SOLE AGREEMENT BETWEEN THE PARTIES:

          This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof. This agreement cannot be changed or
terminated orally.

     18.  CONSTRUCTION:

          All matters pertaining to the validity, construction and effect of
this Agreement shall be governed by the Laws of the State of Georgia.

     19.  BENEFIT:

          This agreement shall bind and inure to the benefit of the parties
hereto, their shareholders and their respective executors, administrators and
successors.

IN WITNESS WHEREOF, the parties have signed this Amended and Restated
Partnership Agreement as of April 4 ,1988 to be effective on the 1st day of
July, 1986.

                                      KAILASH B. SHARHMA, M.D., P.C.

                                      By: /s/ Kailash B. Sharma (L.S.)
                                          ---------------------
                                      As Its: President

                                      CHARLES BEACHAM, M.D., P.C.

                                      By:/s/ Charles Beacham (L.S.)
                                         -------------------
                                      As Its: President

                                      -17-


                                      PETER G. KLACSMANN, M.D., P.C.

                                      By: /s/ Peter G. Klacsmann (L.S.)
                                          ----------------------
                                      As Its:  President

                                      SHARON G. DASPIT, M.D., P.C.

                                      By: Sharon G. Daspit,     (L.S)
                                          ---------------------
                                      As Its:.  President


                                                      /s/ Judy J. Redd
                                              ---------------------------------
                                              My Commission expires May 6, 1990

                                      -18-


STATE OF GEORGIA         )
                         )                 ADDENDUM TO
COUNTY OF RICHMOND       )                 PARTNERSHIP AGREEMENT

          The undersigned, being all the existing partners under a Partnership
Agreement ("Agreement") dated April 4,1988 for Nuclear Medicine and Pathology
Associates ("Partnership") a general partnership under the laws of the State of
Georgia, hereby agree to the admission of James David Smith, M.D., P.C.
("Smith") as a partner in such partnership, as described in letter dated January
01, 2000, as set forth in Section 4 of the Agreement. Smith agrees to the terms
of his admission and to be bound by the terms of the Agreement and this
Addendum.

          IN WITNESS WHEREOF, the parties have signed this Addendum, this 20 day
of January, 2000 in Augusta, Georgia

                                               PARTNERS

                                      KAILASH B. SHARMA, M.D., P.C.

                                      By: /s/ Kailash B. Sharma
                                          ---------------------
                                          Its: President

                                      PETER KLACSMANN, M.D., P.C.

                                      By:/s/ Peter Klacsmann
                                         -------------------
                                         Its: President

                                      SHARON G. DASPIT, M.D., P.C.

                                      By: Sharon G. Daspit
                                          ---------------------
                                          Its:.  President

                                          NEW PARTNER:

                                      JAMES DAVID SMITH, M.D. P.C.

                                      By: J. David Smith,
                                          ---------------------
                                          Its President

EX-3.97

                                                                    EXHIBIT 3.97

                          ARTICLES OF INCORPORATION OF

                  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P. A.

                                       I.

     The name of the corporation is Ocmulgee Medical Pathology Association, P.A.

                                       II.

     The corporation shall have perpetual duration.

                                      III.

     The corporation is organised for the following purposes: to practice the
profession of medicine and to do any and all other things necessary, ILLEGBIBLE
desirable or related to the forgoing purpose and also to do any and all other
things which are permissible for professional corporation to do under the laws
of Georgia.

     The corporation elects to be governed by the provisions of the Georgia
Professional Corporation Act at Gal laws, 1970 Session, page 243).

                                       IV.

     The corporation shall have authority to issue not more than 100,000 shares
of common stock of $10.00 par value.

                                       V.

     The corporation shall not commence business until it shall have received
not less than $500.00 in payment for the issuance of shares of stock.

                                       VI.

     The initial registered office of the corporation shall be at 404 First
National Bank Building, Macon, Georgia 31201. The initial registered agent of
the corporation at such address shall be R. Lanier Anderson, III.



                                      VII.

     The initial Board of Directors shall consist of Joseph W. Eversole, J. G.
Etheridge, Robert S. Donner, Charles P. Maurizi and James E. Phillips of Zebulon
Road, Macon, Georgia, 2780 Pierce Drive South, Macon, Georgia, 654 Rosa Taylor
Drive, Macon, Georgia, 3049 Malvern Hill Drive, Macon, Georgia and 4946 Brittany
Drive, Macon, Georgia, respectively.

                                      VIII.

     The name and address of the incorporator is: R. Lanier Anderson, III, 404
First National Bank Building, Macon, Georgia 31201.

     IN WITNESS WHEREOF, the undersigned executes these Articles of
Incorporation.

                                                           [ILLEGIBLE]
                                                   -----------------------------
                                                          INCORPORATOR



                              ARTICLES OF AMENDMENT

                                       OF

                  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P.A.

1.   The name of the Corporation is Ocmulgee Medical Pathology Association, P.A.

2.   The Amendments adopted are as follows:

     The Articles of Incorporation are hereby amended by changing the name to
     the following:

          Ocmulgee Medical Pathology Association, Inc.

     The Articles of Incorporation are hereby amended by deleting the election
to governed by the provision of the Georgia Professional Corporation Act as
stating that the corporation is to the governed by the Georgia Business
Corporation Code.

3.   The foregoing amendments were adopted on June 28th, 1999.

4.   The above amendment was duly approved by the Shareholders in accordance
     with the provision of Code Sec. 14-2-1003.

     IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to the executed by its authorized officers this 29TH day of June, 1999.

                                    OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P.A.

                                    By: Robert S. Donner, M.D.
                                        ----------------------------------------
                                        Robert S. Donner, M.D., President

                                    Attest:        [ILLEGIBLE]
                                           -------------------------------------
                                    Secretary

[SEAL]

EX-3.98

                                                                    EXHIBIT 3.98
                                     BY-LAWS

                                       OF

                  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P. A.

                                   ARTICLE ONE

                            PROFESSIONAL CORPORATION

     1.1  The corporation shall be a professional corporation under the Georgia
Professional Corporation Act.

     1.2  The purpose of the corporation is to engage in the practice of
medicine, but the practice of medicine shall be carried on only through the
corporation's officers, employees and agents who are duly licensed or otherwise
legally authorized to practice medicine in Georgia

     1.3 This restriction, shall not, however, prevent the corporation from
employing unlicensed persons in capacities in which they are not rendering
professional services to the public in the course of their employment.

                                   ARTICLE TWO

                                     OFFICES

     2.1  The address of the registered office of the corporation is 404 First
National Bank Building, Macon, Georgia 31201, and the name of the registered
agent at this address is R. Lanier Anderson, III.

                                  ARTICLE THREE

                                  CAPITAL STOCK

     3.1  Certificates of stock shall be numbered in the order in which they are
issued. They shall be signed by the President



and Secretary and the seal of the corporation shall be affixed thereto. Stock
certificates shall be bound in a book and shall be issued in consecutive order
therefrom. On the stub of each certificate shall be entered the name of the
person owning the shares, the number of shares, and the date of issue.
Certificates of stock exchanged or returned shall be cancelled by the Secretary
and placed in their original place in the stock book.

     3.2  Transfers of stock shall be made on the stock books of the corporation
by the holder in person or by power of attorney, or surrender of the old
certificate for such shares, duly assigned.

     3.3  The holders of the common stock shall be entitled to one vote for each
share of stock standing in their name.

     3.4  Provisions concerning the ownership and transfer of stock are found in
Article 9.

                                  ARTICLE FOUR

                             SHAREHOLDERS' MEETINGS

     4.1  The annual meeting of the shareholders of the corporation shall be
within three months of the end of the fiscal year as set by the President within
or without the State of Georgia at such place as may from time to time be fixed
by the Board of Directors.

     4.2  At all meetings of shareholders, shares shall be voted by the holder
of record or by another shareholder of this corporation in accordance with a
proxy or an agreement providing for the voting of the shares.

     4.3  Special meetings of the shareholders may be called at

                                       -2-


any time by the President or any holder or holders of as much as one-third of
the outstanding capital stock of the corporation upon not less than ten nor more
than fifty days' notice, either mailed to the last known address or personally
given to each shareholder.Notice of a special meeting may be waived by
instrument in writing. Attendance at such meeting in person or by proxy shall
constitute a. waiver of notice thereof.

     4.4  Notice of any special meeting of shareholders shall state the purpose
or purposes for which the meeting is called.

     4.5  At all meetings of shareholders a majority of the outstanding shares
of stock shall constitute a quorum for the transaction of business, and no
resolution or business shall be transacted without the favorable vote of a
majority of the shares represented at the meeting and entitled to vote. A lesser
number may adjourn from day to day.

     4.6  Any action to be taken at a meeting of the shareholders of the
corporation, or any action that may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

                                  ARTICLE FIVE

                                    DIRECTORS

     5.1  The full and entire management of the affairs and business of the
corporation and the exercise of all of the powers which may be exercised or
performed by the corporation shall be vested exclusive

                                       -3-


in the Board of Directors, acting pursuant to the provisions and guidelines set
out in the Articles of Incorporation, these By-laws, the Georgia Professional
Corporation Act, and the Georgia Business Corporation Code.

     5.2  The Board of Directors shall consist of not less than three nor more
than seven members, the precise number to be fixed by resolution of the
shareholders from time to time, provided however that if all the shares of the
corporation are owned by less than three shareholders, the number of Directors
may be less than three but not less than the number of shareholders. The
Directors shall be elected at an annual meeting of the shareholders and serve
for a term of one year and until their successors are elected. A majority of
said Directors shall constitute a quorum for the transaction of business. All
resolutions adopted and all business transacted by the Board of Directors shall
require the affirmative vote of a majority of the Directors present at the
meeting.

     5.3  The Directors may fill the place of any Director which may become
vacant prior to the expiration of his term, such appointment by the Directors to
continue until the expiration of the term of the Director whose place has become
vacant.

     5.4  The Directors shall meet annually following the annual meeting of the
shareholders. Special meetings of the Directors may be called at any time by the
President or by any Director, on two days' notice, Notice of any such meeting
may be waived by instrument in writing. Attendance in person at such meeting
shall constitute a waiver of notice thereof. The signature of any Director
approving

                                       -4-


the minutes of any meeting of the Board of Directors, entered thereon, shall be
effective to the same extent as if such Director had been present at such
meeting. Any meeting of the Board of Directors may be held within or without the
State of Georgia at such place as may be determined by the person or persons
calling the meeting.

     5.5  Any action to be taken at a meeting of the Directors, or any action
that may be taken at a meeting of the Directors, may be taken without a meeting
if a consent in writing, setting forth the action so taken, shall be signed by
all of the Directors.

     5.6  At least one member of the Board of Directors shall be licensed to
practice medicine in Georgia.

     5.7  If there is any member of the Board of Directors who is not licensed
to practice medicine in Georgia, such member shall take no part in any decision
relating wholly to professional considerations. The responsibility for such
decisions shall be upon the member or members of the Board of Directors who are
licensed to practice medicine in Georgia.

     5.8  In addition to the powers vested in the Board of Directors by law, by
the Articles of Incorporation, and by these By-laws, and not in limitation
thereof, the Board of Directors shall also have the following particular powers,
duties and responsibilities: the hiring, firing, compensation and conditions of
employment (such as working hours, vacation periods and sick leave) of all
employees, agents and/or representatives of the professional corporation, both
professional or otherwise; determination of the persons who will be accepted as
patients, and who will handle each individual case;

                                       -5-


determination of the professional policies and procedures to be followed in
handling each individual case; determination of the fees to be charged by the
professional corporation; determination of the nature of the records to be kept,
their use and their disposition; and the terms and amounts of dividends.

                                   ARTICLE SIX

                                    OFFICERS

     6.1  The officers of the corporation shall consist of a President, Vice
President, Secretary and Treasurer. The officers shall be elected by the
Directors and shall serve at the pleasure of the Board of Directors. Any two
offices may be held by the same person except the offices of President and
Secretary.

     6.2  The President shall be licensed to practice medicine in Georgia. He
shall be the chief executive officer of the corporation and shall have general
and active management of the operation of the corporation. He shall be
responsible for the administration of the corporation, including general
supervision of the policies of the corporation, general and active management of
the financial affairs of the corporation, and shall execute bonds, mortgages or
other contracts under the seal of the corporation. He shall only borrow money on
behalf of the corporation pursuant to specific authority from the Board of
Directors. The President shall have the authority to institute or defend legal
proceedings when the Directors are deadlocked.

     6.3  The Vice President shall perform the duties of the President in the
absence of the President and shall have such other powers and

                                       -6-


duties as may from time to time be delegated to him by the President or the
Board of Directors.

     6.4  The Secretary shall keep minutes of all meetings of the shareholders
and Directors and have charge of the minute books, stock books and seal of the
corporation and shall perform such other duties and have such other powers as
may from time to time be delegated to him by the President or the Board of
Directors.

     6.5  The Treasurer shall be charged with the management of the financial
affairs of the corporation and shall have the power to recommend action
concerning the corporation's affairs to the President.

     6.6  Assistants to the Secretary and Treasurer may be appointed shall have
such duties as shall be delegated to them by the President or the Board of
Directors.

                                  ARTICLE SEVEN

                                      SEAL

     7.1  The seal of the corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient to
use such a seal at any time, the signature of the company followed by the word
"Seal" enclosed in parentheses or scroll, shall be deemed the seal of the
corporation. The seal shall be in the custody of the Secretary and affixed by
him on the certificates of stock and such other papers as may be directed by
law, by these by-laws or by the Board of Directors.

                                       -7-


                                  ARTICLE EIGHT

                                  MISCELLANEOUS

     8.1  If any payment or other benefit bestowed by the corporation on any
employee and deducted by the corporation against its income for federal income
tax purposes is finally disallowed in whole or in part as a deduction on the
ground that it is unreasonably high compensation or on any ground, the portion
thereof for which said deduction is not allowed shall be repaid to the
corporation by the employee on whom the payment or other benefit was originally
bestowed within three years from the time such deduction is finally disallowed.

     8.2  It shall be the duty of the Board of Directors to enforce the
repayment. The Board of Directors may, in their discretion, withhold appropriate
amounts from future compensation payments or other payments to the employee
until the amount owed to the corporation has been recovered.

     8.3  The corporation shall give reasonable notice to any employee of any
attempt to disallow as a deduction any payment or benefit to such employee so
that he may protect his interest. However, any good faith settlement by the
corporation as to the amount to be disallowed shall be binding on the employee,
unless the employee requests in writing that additional measures be pursued,
agrees to pay the addition cost of such measures including reasonable attorney's
fees, and furnish security to the corporation satisfactory in the opinion of the
Board of Directors to cover such additional costs and also any potential
liability for additional income taxes attributable to the disallowance of the
deduction.

                                       -8-


                                  ARTICLE NINE

                         OWNERSHIP AND TRANSFER OF STOCK

     9.1  Shares in the corporation may only be issued to, held by, or
transferred to a person who is licensed to practice medicine in Georgia and who,
unless disabled, is actively engaged in such practice, except as otherwise
permitted in this Article.

     9.2  If a shareholder in this corporation shall terminate his employment
with the corporation on account of death, disability, retirement, or for any
other reason whatsoever, except for becoming legally disqualified to practice
medicine in the State of Georgia, such shareholder or his personal
representative, shall, within six months after the date of such termination,
transfer his shares of stock in the corporation to the corporation for
redemption and cancellation and said shares shall be redeemed by the corporation
at the price determined in accordance with Section 9.4. Such redemption price
shall be paid by the corporation in cash or upon the terms set out in Section
9.4. Upon payment of the redemption price, such shareholder or his personal
representative shall deliver such stock certificate or certificates, duly
endorsed, to the corporation free and clear of all liens and encumbrances. If
for any reason such shareholder or his personal representative shall fail to
transfer said shares to the corporation within six months, this corporation
shall without notice be authorized to thereupon cancel said shares on its books
and records.

     9.3  If a shareholder of this corporation becomes legally

                                       -9-


disqualified to practice medicine in the State of Georgia, such shareholder or
his personal representative shall, within 90 days after his disqualification
becomes final, transfer his share of stock in the corporation to the corporation
for redemption and cancellation. Said shares shall be redeemed by the
corporation at the price determined in accordance with Section 9.4. Such
redemption price shall be paid by the corporation in cash or upon the terms set
out in Section 9.4. Upon payment of this redemption price, such shareholder or
his personal representative shall deliver such stock certificate or certificates
to be endorsed to the corporation free and clear of all liens and encumbrances.
If for any reason such shareholder or his personal representative shall fail to
transfer said shares to the corporation within a ninety (90) day period, the
corporation shall without notice, be authorized to thereupon cancel said shares
on its books and records.

     9.4  The price of the stock referred to in Section 9.2. and Section 9.3
shall be based on the book value of said shares, adjusted as hereinafter
provided, as determined by the accountant regularly employed by the corporation
in accordance with generally accepted accounting principles. In determining book
value the accountant will make the following adjustments: all real estate owned
by the corporation shall be appraised by the Macon Board of Realtors, such
appraised fair market value shall be substituted in lieu of the book value of
said real estate; accounts receivable shall have a zero book value, and good
will shall have a zero book value, there being no value in good will. In
addition, the Board of Directors shall have the authority to subtract from book
value any amounts representing contributions to the corporation's pension or
profit sharing plan, or both, which contributions are based on compensation
earned prior to the time of the termination of employee's employment, and which
contributions are actually made

                                      -10-


to such qualified plans within a reasonable time following the termination of
such employment.

          The value of said shares shall be thus established as of the last day
of the month preceding the date of the event which precipitated this
determination of price and the last day of said month shall be known as the
"valuation date." The corporation shall have the option to pay said price in
cash, or by the delivery of a promissory note bearing interest at the then
"prime rate" currently in the effect at the Chase Manhattan Bank in New York
City, payable in monthly installments over a period not to exceed three years.

          These By-laws expressly supersede the price specified in subsection
(c) of 84-5405 of the Georgia Code Annotated, and the price fixed in this
section 9.4 shall be in lieu thereof.

     9.5  The personal representative of a deceased shareholder, or a retired or
disqualified shareholder, as the case may be, shall not be authorized at any
time to participate in or vote on any matter concerning the rendering of
professional services by the corporation.

     9.6  If the corporation at any time ceases to have a shareholder licensed
or otherwise authorized to practice, and actually practicing, medicine in
Georgia, or if the corporation does not redeem, cancel or transfer the shares of
the disqualified, retired or deceased person in accordance with this Article 9,
the corporation shall cease to be a professional corporation and shall operate
as a corporation for profit organized under the Georgia Business Corporation
Code for the sole purpose of liquidation. The corporation may at any time after
it ceases to be a professional corporation change its purpose by amending its
articles.

                                      -11-


     9.7  Each certificate of stock in the corporation shall be endorsed as
follows:

          Any sale, assignment, transfer or other disposition of the shares of
          stock represented by this certificate is restricted by, and subject
          to, the restrictions set out in the By-laws.

     9.8  No shareholder shall dispose of any part or all of his stock in the
corporation without first offering in writing to sell the same to the
corporation at the price and on the terms hereinafter designated. Said offer
shall be delivered to an officer of the corporation (other than the offering
shareholder) and also to every other shareholder, either by personal delivery or
by certified or registered mail, properly stamped, return receipt requested. The
time period specified in the sentence immediately following this sentence shall
begin to run from the date of the last such personal delivery or the last such
receipt evidenced on such certified or registered mail return receipt, whichever
is later. The corporation, shall have fifteen (15) days to accept said offer,
and if not accepted by the corporation, the other shareholders of the
corporation shall have an additional fifteen (15) days to accept said offer by
themselves purchasing the stock offered. Acceptance by the corporation and/or
the other shareholders shall be effective upon personal delivery, or, if oral,
upon personal communication (including telephonic), to the offering shareholder,
or upon the depositing same in the United States mail stamped and addressed to
the offering shareholder. Said other shareholders shall have the right to
purchase said stock in proportion to the stockholdings of those other
shareholders desiring to purchase. If said stock is not accepted by the

                                      -12-


corporation or by one or more of the other shareholders, within said thirty (30)
days, the selling party may dispose of his stock during the thirty (30) day
period following the expiration of his offer to the corporation and its other
shareholders, except that no disposition may be made at a price that is less
than, or on terms that are more favorable to a buyer than, the price and terms
offered to the corporation and its other shareholders. The stock in the hands of
the new holder will be subject to all the restrictions in these by-laws. If said
stock is not sold by the end of said thirty (30) day selling period, it may not
be sold thereafter without making a new offer to the corporation and
shareholders as provided above. The price and terms which must be offered to the
corporation and its other shareholders, as aforesaid, shall be the price and
terms at which a bona fide purchaser legally qualified to hold such stock has
made a written offer to purchase said stock. For purposes of this Section 9.8,
the term "dispose" and the term "disposition" shall include, but shall not be
limited to, the acts of selling, assigning, transferring, pledging, transferring
in any manner for security, giving, devising, transferring by operation of the
laws of intestacy, and any other form of transfer, whether voluntary or by
operation of law. Any attempted disposition without strict compliance with this
Section 9.8 shall be void, and the corporation in such event shall have the
option, within a reasonable time after learning of such unauthorized
disposition, to cancel the shares on its books and to pay the person entitled
thereto the price specified in Section 9.4 upon the terms therein specified.

                                      -13-


                                   ARTICLE TEN

                                    AMENDMENT

     10.1 These By-laws may be amended at any meeting of the shareholders by the
affirmative vote of two-thirds of the issued and outstanding common stock of the
corporation.

                                      -14-


                  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P.A.
                              AMENDMENT TO BY-LAWS

     RESOLVED, that Article 9, Section 4 (i.e. 9.4) be amended by striking the
first paragraph of said section in its entirety and in lieu thereof substituting
the following as the first paragraph of said section in its entirety and in lieu
thereof substituting the following as the first paragraph thereof:

     9.4  The price of the stock referred to in Section 9.2 and Section 9.3
          shall be based on the book value of said shares adjusted as
          hereinafter provided, as determined by the accountant regularly
          employed by the corporation in accordance with generally accepted
          accounting principles. In determining book value, the accountant will
          make the following adjustments: all real estate owned by the
          corporation shall be appraised by the Macon Board of Realtors, such
          appraised fair market value shall be substituted in lieu of the book
          value of said real estate; accounts receivable shall have a zero book
          value, and good will shall have a zero book value, there being no
          value in goodwill. In addition, the Board of Directors shall have the
          authority to subtract from book value any amounts representing
          contributions to the corporation's pension or profit sharing plan, or
          both, which contributions are based on compensation earned prior to
          the time of the termination of employee's employment, and which
          contributions are actually made to such qualified plans within a
          reasonable time following the termination of such employment.



                             AMENDMENT TO BY-LAWS OF
                   OCMULGEE MEDICAL PATHOLOGY ASSOCIATION P.A.

     Section 9.4 of the By-laws is hereby deleted and there is substituted in
lieu thereof the following Section 9.4.

     9.4 - The price of the stock referred to in Section 9.2 and Section 9.3
shall be the book value of said shares, adjusted as hereinafter provided, and as
determined by the accountant regularly employed by the corporation in accordance
with generally accepted accounting principles. In determining the book value,
the accountant will make the following adjustments: All real estate owned by the
corporation shall be appraised by the Macon Board of Realtors and such appraised
fair market value shall be substituted in lieu of the book value of said real
estate; accounts receivable shall have a zero book value, and good-will shall
have a zero book value, there being no value in good-will. In addition, the
Board of Directors shall have the authority to subtract from book value any
amounts representing contributions to the corporation's Pension or Profit
Sharing Plans, or both, which contributions are based on compensation of all
employees earned prior to the valuation date, which contributions are actually
made to such qualified plan within a reasonable time following the valuation
date. The purpose of this provision is to make an equitable adjustment for an
accrued liability.

     The book value of said shares shall be determined as of the last day of the
corporation's fiscal year preceding the date of termination of employment
(valuation date) and such value shall control until a new determination of book
value is made.

     In the event of the death of a shareholder while employed by the
corporation, there shall be added to the book value of his stock determined
above, the proceeds of any life insurance paid to the corporation as a result of
his death.

     The purchase price of the stock shall be paid, in the event of the death of
the shareholder, as soon as any insurance proceeds are received by the
corporation, and the balance, if any, and the entire purchase price in all other
events, shall be paid by the corporation in one lump sum in cash within 60 days
after the termination, or, at the option of the corporation, by the payment of
one-third in cash and by the delivery of a promissory note payable in monthly
installments over a period not to exceed two years, bearing interest at 10% per
annum.

     These by-laws expressly supercede the price specified in O.C.G.A. Section
14-7-5 and the price fixed in this Section shall be in lieu thereof.



                             AMENDMENT TO BY-LAWS OF
                   OCMULGEE MEDICAL PATHOLOGY ASSOCIATION P.A.

     Section 9.4 of the By-laws is hereby deleted and there is substituted in
lieu thereof the following Section 9.4.

     9.4 - (a) The price of the stock referred to in Section 9.2 and Section 9.3
shall be the book value of said shares, adjusted as hereinafter provided, and as
determined by the accountant regularly employed by the corporation in accordance
with generally accepted accounting principles plus the amount referred to in
subparagraphs (c) or (d), as applicable. In determining the book value, the
accountant will make the following adjustments: accounts receivable shall have a
zero book value, good-will shall have a zero book value (there being no value in
good-will) and the cash surrender value of any life insurance policies owned by
the corporation shall be deemed to have zero book value. In addition, the Board
of Directors shall have the authority to subtract from book value any amounts
representing funds to be contributed to the corporation's Profit Sharing plan,
which contributions are based on compensation of all employees earned prior to
the valuation date and which contributions are actually made to such qualified
plan within a reasonable time following the valuation date. The purpose of this
provision is to make an equitable adjustment for an accrued liability.

     (b)  The book value of said shares shall be determined as of the last day
of the corporation's fiscal year preceding the date of termination of employment
(valuation date) and such value shall control until a new determination of book
value is made.

     (c)  In the event of termination of employment for reasons other than
death, the shareholder shall also receive as part of the purchase price of the
stock any life insurance policies owned by the corporation on the life of the
shareholder.

     (d)  In the event of the death of a shareholder while employed by the
corporation, the shareholder's estate shall also receive as a part of the
purchase price of the stock the proceeds of any life insurance paid to the
corporation as a result of his death.

     (e)  The purchase price of the stock shall be paid, in the event of the
death of the shareholder, as soon as any insurance proceeds are received by the
corporation, and the balance, if any, and the entire purchase price in all other
events, shall be paid by the corporation in one lump sum in cash within 60 days
after the termination, or, at the option of the corporation, by the payment



of one-third in cash and by the delivery of a promissory note payable in monthly
installments over a period not to exceed two years, bearing interest at 10% per
annum.

     (f) These by-laws expressly supersede the price specified in O.C.G.A.
Section 14-7-5 and the price fixed in this Section shall be in lieu thereof.



                             AMENDMENT TO BY-LAWS OF
                   OCMULGEE MEDICAL PATHOLOGY ASSOCIATION P.A.

     Section 9.4 of the By-laws is hereby deleted and there is substituted in
lieu thereof the following Section 9.4.

     9.4 - (a) The price of the stock referred to in Section 9.2 and Section 9.3
shall be the book value of said shares, adjusted as hereinafter provided, and as
determined by the accountant regularly employed by the corporation in accordance
with generally accepted accounting principles plus the amount referred to in
subparagraph (c) if applicable. In determining the book value, the accountant
will make the following adjustments: accounts receivable shall have a zero book
value, good-will shall have a zero book value (there being no value in
good-will), and the surrender cash value of any life insurance owned by the P.C.
on the lives of physician-employees shall be included if not otherwise included.
In addition, the Board of Directors shall have the authority to subtract from
book value any amounts representing funds to be contributed to the corporation's
Profit Sharing plan, which contributions are based on compensation of all
employees earned prior to the valuation date and which contributions are
actually made to such qualified plan within a reasonable time following the
valuation date. The purpose of this provision is to make an equitable adjustment
for an accrued liability.

     (b)  The book value of said shares shall be determined as of the last day
of the corporation's fiscal year preceding the date of termination of employment
(valuation date) and such value shall control until a new determination of book
value is made.



     (c)  In the event of the death of a shareholder while employed by the
corporation, the shareholder's estate shall also receive as a part of the
purchase price of the stock the proceeds of any life insurance paid to the
corporation as a result of his death.

     (d)  The purchase price of the stock shall be paid, in the event of the
death of the shareholder, as soon as any insurance proceeds are received by the
corporation, and the balance, if any, and the entire purchase price in all other
events, shall be paid by the corporation in one lump sum in cash within 60 days
after the termination, or, at the option of the corporation, by the payment of
one-third in cash and by the delivery of a promissory note payable in monthly
installments over a period not to exceed two years, bearing interest at 1O% per
annum.

     (e)  These by-laws expressly supersede the price specified in O.C.G.A.
Section 14-7-5 and the price fixed in this Section shall be in lieu thereof.



                  OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, P.A.
                              AMENDMENTS TO BY-LAWS
                             ADOPTED JANUARY 6, 1999

1. ARTICLE 5.2 IS AMENDED TO READ:

     The Board of Directors shall consist of not less than three nor more than
FIFTEEN members, the precise number to be fixed by resolution of the
shareholders from time to time, provided however that if all the shares of the
corporation are owned by less than three shareholders, the number of Directors
may be less than three but not less than the number of shareholders. The
Directors shall be elected at an annual meeting of the shareholders and serve
for a term of one year and until their successors are elected. A majority of
said Directors shall constitute a quorum for the transaction of business. All
resolutions adopted and all business transacted by the Board of Directors shall
require the affirmative vote of a majority of the Directors present at the
meeting. However, the sale of the corporation, merger of the corporation with
another entity, sale of the assets of the corporation to another entity, or the
acquisition of the corporation by another entity shall require a two-third (2/3)
majority vote of the Directors in office.

2. ARTICLE 4.5 IS AMENDED BY ADDING THE FOLLOWING:

     However, the sale of the corporation, merger of the corporation with
another entity, a sale of the assets of the corporation to another entity, or
the acquisition of the corporation by another entity shall require a two-thirds
vote of the issued and outstanding common stock of the corporation.

3. ARTICLE 9 IS AMENDED BY ADDING NEW SECTION 9.9 AS FOLLOWS:

     Following the retirement, death or disability of a physician, if the
corporation merges with another entity or sells more than 50% of its assets, or
is acquired by a third party pursuant to any form of reorganization, or if all
of the shareholders sell their stock in the corporation to a third party, and
such actions results in proceeds which are distributed or distributable to the
shareholders, the retired or disabled physician or the estate of the deceased
shareholder shall share in the distribution of such proceeds as if the physician
was still a shareholder, based on his percentage ownership in the corporation at
the time of such event. Such physician or his estate shall share in the proceeds
according to the following schedule:



LENGTH OF TIME OF TRANSACTION                       PERCENTAGE OF SHAREHOLDER'S
FOLLOWING TERMINATION                               PRO RATA PORTION OF PROCEEDS
- ---------------------                               ----------------------------
                                                          
0 -1 year                                                    100%
1 - 2 years                                                   75%
2 - 3 years                                                   50%
3 - 4 years                                                   25%
4 or more years                                                0%


     The amount calculated pursuant to the above schedule shall be reduced by
the amount such physician or his estate has previously received for the value of
his stock upon termination of his employment. The amounts calculated above shall
be considered additional payment for the stock of the retired, disabled or
deceased physician.

EX-3.99

                                                                    EXHIBIT 3.99

                             ARTICLES OF INCORPORATION

                                        OF

                            JAMES L. O'QUINN, M.D., P.C.

                                    ARTICLE I

     The name of the corporation is James L. O'Quinn, M.D., P.C.

                                    ARTICLE II

     The corporation elects to be created and operated pursuant to the
Georgia Professional Corporation Act and shall have perpetual duration.

                                   ARTICLE III

     The purposes for which the corporation is organized are the practice of
medicine and all related fields thereto.

                                    ARTICLE IV

     The total number of shares of stock, which the corporation shall have
authority to issue is 1,000 with no par value.

                                    ARTICLE V

     The corporation will not commence business until a minimum of Five
Hundred and No/100ths Dollars ($500.00) has been received for the issuance of
shares.



                                   ARTICLE VI

     The changes made by these Articles of Amendment shall be effective upon the
filing of these Articles of Amendment with the Secretary of State of the State
of Georgia.

                                   ARTICLE VII

     A request for publication of a notice of intent to file articles of
amendment which change the name of the Corporation and payment therefor have
been made as required by Section 14-2-1006, 1(b) of the Official Code of
Georgia.

     IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
undersigned this 28 day of June, 2002.

/s/ MARY H. O'QUINN                         /s/ JAMES L. O'QUINN, M.D., P.C
- ----------------------                      -------------------------------
BY: MARY H. O'QUINN                         BY: JAMES L. O'QUINN
AS ITS: SECRETARY                           AS ITS: PRESIDENT


                                                                          [SEAL]

                                     [SEAL]



                              ARTICLES OF AMENDMENT

                                       OF

                          JAMES L. O'QUINN, M.D., P.C.
                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I


The name of the corporation is JAMES L. O'QUINN, M.D.,P.C. (the "Corporation")

                                   ARTICLE II


Article I of the Articles of Incorporation is amended to state as follows:

     The name of the Corporation is O'QUINN MEDICAL PATHOLOGY ASSOCIATION, INC.

                                   ARTICLE III

Article II of the Articles of Incorporation is amended to state as follows:

     The Corporation elects to be governed by the Georgia Business Corporation
Code.

                                   ARTICLE IV

Article IX of the Articles of Incorporation is deleted in its entirety.

                                    ARTICLE V


     Pursuant to Section 14-2-1003 of the Official Code of Georgia, each
amendment described above has been duly adopted and approved by the Board of
Directors and the Shareholders of the Corporation as of the date of filing of
these Articles of Amendment.



                                    ARTICLE VI

     The registered office of the corporation in the State of Georgia is to
be located at 3651 Wheeler Road, Augusta, Richmond County, Georgia, 30909.
Its registered agent at such address is Dr. James L. O'Quinn. His consent to
serve is attached hereto.

                                    ARTICLE VII

     The initial Board of Directors shall consist of two (2) members who
shall be:

          James L. O'Quinn
          3651 Wheeler Road
          Augusta, Georgia 30909

          Judith A. O'Quinn
          3651 Wheeler Road
          Augusta, Georgia 30909

                                    ARTICLE VIII

     The name and mailing address of the incorporator is:

          James L. O'Quinn
          3651 Wheeler Road
          Augusta, Georgia 30909

                                      ARTICLE IX

     The corporation shall have and exercise all the powers conferred by the
laws of the State of Georgia upon professional corporations formed under the
laws of such state.

     Dated this 26th day of October, 1977.

                                           /s/ James L. O'Quinn
                                           --------------------------
                                               James L. O'Quinn
                                                 Incorporator

EX-3.100

                                                                   EXHIBIT 3.100

                           AMENDED AND RESTATED BYLAWS

                                       OF

                   O'QUINN MEDICAL PATHOLOGY ASSOCIATION, INC.
                             (A GEORGIA CORPORATION)

                               ARTICLE I. OFFICES

     SECTION 1.     PRINCIPAL OFFICE. The principal office for the transaction
of the business of the corporation shall be located at such place as may be
fixed from time to time by the Board of Directors.

     SECTION 2.     OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1.     PLACE OF MEETINGS. Any meeting of the Shareholders of the
corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2.     ANNUAL SHAREHOLDER MEETING. No annual meeting of
Shareholders is required unless one or more of the Shareholders delivers written
notice to the corporation requesting a meeting pursuant to Section 14-2-924 of
the Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held on the first Monday in the month of
November in each year, or if such day shall be a legal holiday, then on the next
succeeding day not a legal holiday, or such other date and time as may be set
forth in a Shareholders Agreement. However, no such meeting shall be held unless
one or more Shareholders delivers written notice to the corporation requesting a
meeting at least thirty (30) days before the meeting date as set in this
paragraph.

     The place of meeting shall be the principal office of the corporation,
unless all the Shareholders entitled to vote at the meeting agree by written
consents (which may be in the form of waiver of notice or otherwise) to another
location, which may be within or without the state of Georgia.

     At an annual meeting of the Shareholders, any matter relating to the
affairs of the corporation, whether or not stated in the notice of the meeting,
may be brought up for action except matters which the Georgia Business
Corporation Code requires to be stated in the notice of the meeting.



     SECTION 3.     SPECIAL MEETINGS. A special meeting of the Shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board, the President, the Vice-President, a majority of the Board of
Directors, or one or more Shareholders holding an aggregate of not less than
one-third of the voting power of the corporation. Such a call for a special
meeting must state the purpose of the meeting.

     SECTION 4.     NOTICE OF MEETINGS. Unless waived, written notice stating
the place, day, and hour of each meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered to
each Shareholder of record entitled to vote not less than ten (10) days (or not
less than any such other minimum period of days as may be prescribed by the
Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the corporation. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5.     WAIVER OF NOTICE. Notice of any annual or special meeting
may be waived by any Shareholder, either before or after the meeting. The
attendance of a Shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all objections to the
place or time of the meeting, or to the manner in which it has been called or
convened, except when a Shareholder attends solely for the purpose of stating,
at the beginning of the meeting, an objection or objections to the transaction
of business at such meeting.

     SECTION 6.     QUORUM, VOTING, AND PROXY. Shareholders representing a
majority of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the

                                        2


expiration of eleven (11) months from the date thereof unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the person
executing such proxy, except as otherwise provided by the Georgia Business
Corporation Code. If a proxy expressly provides, any proxy holder may appoint in
writing a substitute to act in such proxy holder's place.

     SECTION 7.     NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any Shareholders' meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all Shareholders entitled to vote with respect to the subject matter thereof.
Such consent shall have the same force and effect as a unanimous vote of the
Shareholders and shall be filed with the Secretary and recorded in the Minute
Book of the corporation.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1.     FUNCTIONS AND DEFINITIONS. The business and affairs of the
corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors" or "Directors", notwithstanding that only one
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
corporation would have if there were no vacancies.

     SECTION 2.     QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty-one (21) years of age. A Director need not be a Shareholder, a citizen of
the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION 3.     ELECTION AND TENURE. Each Director shall hold office until
the first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4.     POWERS. The Board of Directors shall have authority to
manage the affairs and exercise the powers, privileges, and franchises of the
corporation as they may deem expedient for the interests of the corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5.     MEETINGS. The annual meeting of the Board of Directors shall
be held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual

                                        3


meeting. The Board by resolution may provide for regular meetings, which may be
held without notice as and when scheduled in such resolution. Special meetings
of the Board may be called at any time by the Chairman of the Board, the
President, or by any two (2) or more Directors. The Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
such Board or committee by means of conference telephone or similar
communications equipment in which all persons participating in the meeting can
hear each other, and participation in such a meeting pursuant to this Section 5
shall constitute presence in person at such meeting.

     SECTION 6.     NOTICE AND WAIVER; QUORUM. Notice of any special meeting of
the Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors' meeting.

     SECTION 7.     NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the corporation.

     SECTION 8.     VOTING. At all meetings of the Board of Directors, each
Director shall have one vote and, except as otherwise provided herein or
provided by law, all questions shall be determined by a majority vote of the
Directors present.

     SECTION 9.     REMOVAL. Any one or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10.    VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11.    DIVIDENDS. The Board of Directors may declare dividends
payable in cash or other property out of the unreserved and unrestricted net
earnings of the current fiscal year, computed to the date of declaration of the
dividend, or the preceding fiscal year, or out of the unreserved and
unrestricted earned surplus of the corporation, or out of the unreserved and
unrestricted capital surplus if so authorized by the Articles of Incorporation,
as they may deem expedient.

                                        4


     SECTION 12.    COMMITTEES. In the discretion of the Board of Directors,
such Board from time to time may elect or appoint, from its own members, an
Executive Committee or such other committee or committees as such Board may see
fit to establish. Each such committee shall consist of two or more Directors,
and each shall have and may exercise such authority and perform such functions
as the Board by resolution may prescribe within the limitations imposed by law.

     SECTION 13.    OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14.    COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1.     SELECTION. The Board of Directors at each annual meeting
shall elect or appoint a President (who shall be a director), one or more
Vice-Presidents, a Secretary, and a Treasurer, each to serve for the ensuing
year and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one or more Vice Presidents, and also may
elect or appoint one or more Assistant Vice Presidents and/or one or more
Assistant Secretaries and/or one or more Assistant Treasurers. When more man one
Vice President is elected, they may, in the discretion of the Board, be
designated Executive Vice President, First Vice President, Second Vice
President, etc., according to seniority or rank, and any person may hold two or
more offices except that the President shall not also serve as the Secretary.

     SECTION 2.     REMOVAL, VACANCIES. Any Officers of the corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the corporation may be filled by
the Board of Directors.

     SECTION 3.     CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors, when and if elected, shall, whenever present, preside at all meetings
of the Board of Directors

                                        5


and at all meetings of the Shareholders. The Chairman of the Board of Directors
shall have all the powers of the President in the event of the President's
absence or inability to act, or in the event of a vacancy in the office of the
President. The Chairman of the Board of Directors shall confer with the
President on matters of general policy affecting the business of the corporation
and shall have, in such Chairman's discretion, power and authority to generally
supervise all the affairs of the corporation and the acts and conduct of all the
Officers of the corporation, and shall have such other duties as may be
conferred upon the Chairman of the Board by the Board of Directors.

     SECTION 4.     PRESIDENT. If there be no Chairman of the Board elected, or
in the Chairman's absence, the President shall preside at all meetings of the
Board of Directors and at all meetings of the Shareholders. The immediate
supervision of the affairs of the corporation shall be vested in the President.
It shall be the President's duty to attend constantly to the business of the
corporation and to maintain strict supervision over all of its affairs and
interests. The President shall keep the Board of Directors fully advised of the
affairs and condition of the corporation, and shall manage and operate the
business of the corporation pursuant to such policies as may be prescribed from
time to time by the Board of Directors. The President shall, subject to approval
of the Board, hire and fix the compensation of all employees and agents of the
corporation other than Officers, and any person thus hired shall be removable at
the President's pleasure.

     SECTION 5.     VICE PRESIDENT. Any Vice President of the corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by the Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6.     SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7.     TREASURER. The Treasurer shall keep, or cause to be kept,
the financial books and records of the corporation, and shall faithfully account
for its funds. The Treasurer shall make such reports as may be necessary to keep
the Chairman of the Board, the President, and the Board of Directors fully
informed at all times as to the financial condition of the corporation, and
shall perform such other duties as may be prescribed by the Chairman of the
Board, the President, or the Board of Directors. Any Assistant Treasurer, if
elected, shall perform the duties of the Treasurer during the absence or
disability of the Treasurer, and shall perform such other duties as may be
prescribed by the Chairman of the Board, the President, the Treasurer, or the
Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS, ETC.

     SECTION 1.     CONTRACTS, DEEDS, AND LOANS. All contracts, deeds,
mortgages, pledges, promissory notes, transfers, and other written instruments
binding upon the corporation shall be executed on behalf of the corporation by
the Chairman of the Board, if elected, the President, any Vice President, or by
such other Officers or agents as the Board of Directors may designate from time
to time. Any such instrument required to be given under the seal of the
corporation may be attested by the Secretary or Assistant Secretary of the
corporation.

     SECTION 2.     PROXIES. The Chairman of the Board, if elected, or the
President or any Vice President shall have full power and authority, on behalf
of the corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1.     CERTIFICATES OF STOCK. The certificates for shares of
capital stock of the corporations shall be in such form as shall be determined
by the Board of Directors. They shall be numbered consecutively and entered into
the stock book of the corporation as they are issued. Each certificate shall
state on its face the fact that the corporation is a Georgia corporation, the
name of the person to whom the shares are issued, the number and class of shares
(and series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one class of shares shall be outstanding, all share certificates of whatever
class shall state that the corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the corporation.

     SECTION 2.     SIGNATURE; TRANSFER AGENT; REGISTRAR. Share certificates
shall be signed by the President or any Vice President, and by the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, and shall bear the seal of the corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any Officer of the corporation
appearing thereon may be a facsimile signature. In case any Officer who signed,
or whose facsimile signature was placed upon, any

                                        7


such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3.     STOCK BOOK. The corporation shall keep at its principal
office, or at the office of its transfer agent, wherever located, with a copy at
the principal office of the corporation, a book, to be known as the stock book
of the corporation, containing in alphabetical order the name of each
Shareholder of record, together with such Shareholder's address, the number of
shares of each kind, class, or series of stock held by such Shareholder, and
such Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, or the
duplicate copy thereof maintained at the principal office of the corporation,
shall be available for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent.
The information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4.     TRANSFER OF STOCK; REGISTRATION OF TRANSFER. The stock of
the corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the corporation. Upon surrender to the
corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the corporation.

     SECTION 5.     REGISTERED SHAREHOLDERS. Except as otherwise required by
law, the corporation shall be entitled to treat the person registered on its
stock book as the owner of shares of capital stock of the corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6.     RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action.

                                        8


In each case, except as otherwise provided by law, only such persons as shall be
Shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting and any adjournment thereof, to express such consent or
dissent, or to receive payment of such dividend or such allotment of rights, or
otherwise be recognized as Shareholders for any other related purpose,
notwithstanding any registration of a transfer of shares on the stock book of
the corporation after any such record date so fixed.

     SECTION 7.     LOST CERTIFICATES. When a person to whom a certificate of
stock has been issued alleges it to have been lost, destroyed, or wrongfully
taken, and if the corporation, transfer agent, or registrar is not on notice
that such certificate has been acquired by a bona fide purchaser, a new
certificate may be issued upon such owner's compliance with all of the following
conditions: (a) Such owner shall file with the Secretary of the corporation, and
the transfer agent or the registrar, such owner's request for the issuance of a
new certificate, with an affidavit setting forth the time, place, and
circumstances of the loss; (b) Such owner shall also file with the Secretary,
and the transfer agent or the registrar, a bond with good and sufficient
security acceptable to the corporation and the transfer agent or the registrar,
conditioned to indemnify and save harmless the corporation and the transfer
agent or the registrar from any and all damage, liability, and expense of every
nature whatsoever resulting from the corporation's or the transfer agent's or
the registrar's issuing a new certificate in place of the one alleged to have
been lost; and (c) Such owner shall comply with such other reasonable
requirements as the Chairman of the Board, the President, or the Board of
Directors of the corporation, and the transfer agent or the registrar shall deem
appropriate under the circumstances.

     SECTION 8.     REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may
be issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                          ARTICLE VIII. INDEMNIFICATION

     SECTION 1.     AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed in good
faith to be in or not opposed to the best interests of the Corporation and, in
the case of any criminal proceeding, such Director had no reasonable cause to
believe the conduct was unlawful.

     (b)  The Corporation may not indemnify a Director under this Section 1:

          (1)  In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

                                        9


          (2)  In connection with any other proceeding in which the Director was
     adjudged liable on the basis that personal benefit was improperly received
     by the Director.

     (c)  Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     SECTION 2.     MANDATORY INDEMNIFICATION. Unless otherwise provided in the
articles of incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3.     ADVANCE FOR EXPENSES.

     (a)  The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

          (1)  The Director furnishes the Corporation a written affirmation of
     such Director's good faith belief that such Director has met the standard
     of conduct set forth in subsection (a) of Section 1 of these Bylaws; and

          (2)  The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b)  The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4.     DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  The Corporation may not indemnify a Director under Section 1 of these
Bylaws unless authorized thereunder and a determination has been made in the
specific case that indemnification of the Director is required in the
circumstances because the Director has met the standard of conduct set forth in
subsection (a) of Section 1.

     (b)  The determination shall be made:

          (1)  By the Board of Directors by majority vote of a quorum consisting
     of Directors not at the time parties to the proceeding; or

          (2)  If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in which

                                       10


designation Directors who are parties may participate), consisting solely of two
or more Directors not at the time parties to the proceeding; or

          (3)  By special legal counsel:

               (i)  Selected by the Board of Directors or its committee in the
          manner prescribed in paragraphs (1) or (2) of this subsection (b); or

               (ii) If a quorum of the Board of Directors cannot be obtained
          under paragraph (1) of this subsection (b) and a committee cannot be
          designated under paragraph (2) of this subsection, selected by
          majority vote of the full Board of Directors (in which selection
          Directors who are parties may participate); or

          (4)  By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c)  Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5.     INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless
the articles of incorporation provide otherwise:

     (1)  An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2)  The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

     SECTION 6.     DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not
limit the Corporation's power to pay or reimburse expenses incurred by a
Director in connection with such Director's appearance as a witness in a
proceeding at a time when such Director has not been made a named defendant or
respondent to the proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1.     DIRECTORS. The Board of Directors shall have the power to
alter, amend, or repeal these Bylaws or adopt new Bylaws unless such power is
reserved exclusively to the Shareholders by the Articles of Incorporation or in
Bylaws previously adopted by the Shareholders, but any Bylaws adopted by the
Board of Directors may be altered, amended, or repealed, and new Bylaws adopted,
by the Shareholders.

                                       11


     SECTION 2.     SHAREHOLDERS. The Shareholders shall have the power to
alter, amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting
or at any special meeting of the Shareholders. The Shareholders may prescribe
that any Bylaw or Bylaws adopted by them shall not be altered, amended, or
repealed by the Board of Directors.

     EXECUTED AND EFFECTIVE as of the 2nd day of July, 2002.

                                       O'QUINN MEDICAL PATHOLOGY
                                           ASSOCIATION, INC.


Attest: /s/ [ILLEGIBLE]                By: /s/ [ILLEGIBLE]
       --------------------------         ---------------------
As Its Assistant Secretary             As Its: President

                                       12

EX-3.101

                                                                   EXHIBIT 3.101

                                                                FILED
                                                         IN THE OFFICE OF THE
                                                     SECRETARY OF STATE OF TEXAS
                                                            JUN 29 1998
                                                         CORPORATIONS SECTION

                             ARTICLES OF CONVERSION

                                       OF

                      PATHOLOGY AFFILIATED SERVICES, L.L.C

     Pursuant to the provisions of Articles 10.08 through 10.11 of the Texas
limited liability Company Act, the undersigned limited liability company adopts
the following Articles of Conversion for the purpose of converting said limited
liability company into a Texas corporation.

     1.   The undersigned limited liabiliiy company hereby certifies as follows:

          A.   The name of the converting entity is Pathology Affiliated
               Services, L.L.C., which converting entity is organized as a
               limited liability company under the laws of the State of Texas,

          B.   A Plan of Conversion has been approved;

          C.   An executed Plan of Conversion is on file at the principal place
               of business of the converting entity, located at 311 Camden,
               Suite 106, San Antonio, Texas 78215, and an executed Plan of
               Conversion will be on file, from and after the conversion, at the
               principal place of business of the converted entity, located at
               311 Camden, Suite 106, San Antonio, Texas 78215; and

          D.   A copy of the Plan of Conversion will be furnished by the
               converting entity (prior to the conversion) or the converted
               entity (after the conversion), on written request and without
               cost, to any shareholder, partner, or member of the converting
               entity or the converted entity.

          E.   The converted entity will be liable for the payment of all
               franchise taxes and fees of the converting entity pursuant to
               Article 5.18(c) of the Texas Business Corporation Act and 10.03
               of the Texas Limited Liability Company Act.

     2.   The approval of the Plan of Conversion was duly authorized by all
actions required by the laws under which the converting entity was organized and
by its constituent documents.

     3.   The converted entity shall be liable for the payment of all fees and
franchise taxes as required by law.



     EXECUTED the 26th day of June, 1998.

                                       PATHOLOGY AFFILIATED SERVICES, L.L.C, a
                                       Texas limited liability company

                                       By: /s/ William H. Hinchy
                                           ---------------------------------
                                           William H. Hinchy, M.D, President



                               PLAN OF CONVERSION

                                       OF

                      PATHOLOGY AFFILIATED SERVICES, L.L.C.

     THIS PLAN OF CONVERSION (the "Plan of Conversion") is made and entered into
on the 26th day of June, 1998, by Pathology Affiliated Services, L.L.C., a Texas
limited liability company (the "Converting Entity").

                                   WITNESSETH:

     WHEREAS, the Converting Entity is a limited liability company organized and
existing under the laws of the State of Texas;

     WHEREAS, the Members of the Converting Entity deem it advisable that the
Converting Entity be converted into a Texas corporation (the "Converted Entity")
in such a manner so that the Converting Entity shall continue to exist, without
interruption, but in the organizational form of a Texas corporation rather than
in the organizational form of a Texas limited liability company;

     NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Converting Entity hereby
adopts the following Plan of Conversion:

     1.   The name of the Converting Entity is Pathology Affiliated Services,
L.L.C., a Texas limited liability company.

     2.   The name of the Converted Entity is Pathology Affiliated Services,
Inc., a Texas corporation.

     3.   The Converting Entity is continuing is existence in the organizational
form of the Converted Entity.

     4.   The Converted Entity is to be a corporation organized under the laws
of the State of Texas.

     5.   The manner and basis of converting the membership interests of the
Converting Entity into shares of stock of the Converted Entity is as follows.

          Each unit of membership interest in the Converting Entity
          shall be converted into one share of common stock of the
          Converted Entity.

     6.   The Articles of Incorporation of the Converted Entity are attached as
an Exhibit hereto and are incorporated herein by reference.



     7.   Upon the conversion becoming effective as provided in the applicable
laws of the State of Texas (the time when the conversion shall so become
effective being sometimes herein referred to as the "Effective Date of the
Conversion"):

          A.   The Converting Entity shall continue to exist, without
     interruption, but in the organizational form of the Converted Entity rather
     than in its prior organizational form;

          B.   All rights, title and interests to all real estate and other
     property owned by the Converting Entity shall continue to be owned by the
     Converted Entity in its new organizational form without reservation or
     impairment, without further act or deed, and without any transfer or
     assignment having occurred, but subject to any existing liens or other
     encumbrances;

          C.   All liabilities and obligations of the Converting Entity shall
     continue to be liabilities and obligations of the Converted Entity in its
     new organizational form without impairment or diminution by reason of the
     conversion;

          D.   All rights of creditors or other parties with respect to or
     against the prior interest holders or other owners of the Converting Entity
     in their capacities as such in existence as of the Effective Date of the
     Conversion will continue in existence as to those liabilities and
     obligations and may be pursued by such creditors and obligees as if such
     conversion shall not have occurred;

          E.   A proceeding pending by or against the Converting Entity or by or
     against any of the Converting Entity's interest holders or owners in their
     capacities as such may be continued by or against the Converted Entity in
     its new organizational form and by or against the prior interest holders or
     owners, as the case may be, without any need for substitution of parties;

          F.   The membership interests and other evidences of ownership in the
     Converting Entity that are to be converted into membership interests,
     evidences of ownership, or other securities in the Converted Entity as
     provided in this Plan of Conversion shall be so converted, and if the
     Converting Entity is a domestic limited liability company, the former
     holders of membership interests in the domestic limited liability company
     shall be entitled only to the rights provided in this Plan of Conversion;
     and

          G.   If, after the Effective Date of the Conversion, a shareholder,
     partner, member or other owner of the Converted Entity would be liable
     under applicable law, in such capacity, for the debts or obligations of the
     Converted Entity, such shareholder, partner, member, or other owner of the
     Converted Entity shall be liable for the debts and obligations of the
     Converting Entity that existed before the conversion takes effect only to
     the extent that such shareholder, partner, member or other owner:

                                        2


               1.   Agreed in writing to be liable for such debts or
          obligations;

               2.   Was liable under applicable law, prior to the effectiveness
          of the conversion, for such debts or obligations; or

               3.   By becoming a shareholder, partner, member or other owner of
          the Converted Entity, becomes liable under applicable law for existing
          debts and obligations of the converted entity.

     IN WITNESS WHEREOF, the Converting Entity has caused this Plan of
Conversion to be executed AS of the date first written above.

                                         PATHOLOGY AFFILIATED SERVICES, L.L.C.,
                                          a Texas limited liability company


                                         By: /s/ William W. Hunchey
                                             -----------------------------------
                                             William W. Hunchey, M.D. President

                                        3


                            ARTICLES OF INCORPORATION

                                       OF

                       PATHOLOGY AFFILIATED SERVICES, INC.

     I, the undersigned natural person of the age of eighteen (18) years or
more, being a citizen of the State of Texas, acting as an incorporator of a
corporation (the "Corporation") under the Texas Business Corporation Act (the
"Act"), adopt the following Articles of Incorporation for the Corporation.

                                   ARTICLE ONE

                                      NAME

     The name of the Corporation is PATHOLOGY AFFILIATED SERVICES, INC.

                                   ARTICLE TWO

                                   CONVERSION

     The Company is being organized pursuant to a plan of conversion. The name
of the converting entity is Pathology Affiliated Services, L.L.C, whose address
is 311 Camden, Suite 106, San Antonio, Texas 78215. The converting entity is a
limited liability company which was formed on December 31, 1997, in the State of
Texas

                                  ARTICLE THREE

                                    DURATION

     The period of the duration of the Corporation is perpetual.

                                  ARTICLE FOUR

                                    PURPOSES

     The purpose for which the Corporation is organized is to transact any and
all lawful business for which corporations may be incorporated under the Act.



                                  ARTICLE FIVE

                                  CAPITAL STOCK

     SECTION 1. AUTHORIZED SHARES. The aggregate number of shares which the
Corporation shall have authority to issue is One Million (1,000,000) shares of
common stock of the par value of Ten Cents ($0.10) each.

     SECTION 2. CUMULATIVE VOTING DENIED. No Shareholder shall have the right to
cumulate his votes for the election of directors, but each share shall be
entitled to one vote in the election of each director.

     SECTION 3. DENIAL OF PREEMPTIVE RIGHTS. No shareholder shall be entitled as
a matter of right to subscribe for, purchase or receive any shares of the stock
or any rights or options of the Corporation which it may issue or sell, whether
out of the number of shares authorized by these Articles of Incorporation or by
amendment thereof or out of the shares of the stock of the Corporation acquired
by it after the issuance thereof, nor shall any shareholder be entitled as a
matter of right to subscribe for, purchase or receive any bonds, debentures or
other securities which the Corporation may issue or sell that shall be
convertible into or exchangeable for stock or to which shall be attached or
appertain to any warrant or warrants or other instrument or instruments that
shall confer upon the holder or owner of such obligation the right to subscribe
for, purchase or receive from the Corporation any shares of its capital stock;
but all such additional issues of stock, rights and options, or of bonds,
debentures or other securities convertible into or exchangeable for stock, or to
which warrants shall be attached or appertain or which shall confer upon the
holder the rights to subscribe for, purchase or receive any shares of stock, may
be issued and disposed by the Board of Directors to such persons, firms, or
corporations as in their absolute discretion they may deem

                                        2


advisable. The acceptance of stock in the Corporation shall be a waiver of any
preemptive or preferential right which in the absence of this provision might
otherwise be asserted by shareholders of the Corporation or any one of them.

                                   ARTICLE SIX

                  INITIAL CONSIDERATION FOR ISSUANCE OF SHARES

     The Corporation will not commence business until it has received for the
issuance of shares consideration of One Thousand and No/100 Dollars ($1,000.00),
consisting of money, labor done or property received.

                                  ARTICLE SEVEN

                       INITIAL REGISTERED OFFICE AND AGENT

     The post office address of the initial registered office of the Corporation
is 711 Navarro, Sixth Floor, San Antonio, Texas 78205, and the name of the
initial registered agent of the Corporation, at such address, is Stanley L.
Blend.

                                  ARTICLE EIGHT

                            DATA RESPECTING DIRECTORS

     SECTION 1. BOARD OF DIRECTORS. The number of directors shall from time to
time be fixed by the Bylaws of the Corporation. The number of directors
constituting the initial Board of Directors is four (4) who need not be
residents of the State of Texas or shareholders of the Corporation.

     SECTION 2. NAMES AND ADDRESSES The names and addresses of the persons who
are elected to serve as directors until the first annual meeting of the
shareholders, or until their successors shall have been elected and qualified,
are:

                                        3


           NAME                           ADDRESS

     Dale E. Bennet, M.D.          311 Camden, Suite 106
                                   San Antonio, Texas 78215

     Stanley L. Blend              711 Navarro, Sixth Floor
                                   San Antonio, Texas 78205

     Merle W. Delmer, M.D.         311 Camden, Suite l06
                                   San Antonio, Texas 78215

     William W. Hinchey, M.D.      311 Camden, Suite 106
                                   San Antonio, Texas 78215

     SECTION 3. INCREASE OR DECREASE OF DIRECTORS. The number of directors may
be increased or decreased from time to time by amendment to the Bylaws; but no
decrease shall have the effect of shortening the term of any incumbent director.
In the absence of a Bylaw fixing the number of directors, the number shall be
four (4).

                                  ARTICLE NINE

                        TRANSACTIONS WITH THE CORPORATION

     Any contract or other transaction between the Corporation and one or more
of its directors, or between the Corporation and any firm of which one or more
of its directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its directors are shareholders, members, directors, officers or employees, or
in which they are interested, shall be valid for all purposes, notwithstanding
his or their participation in the action, if the fact of such interest shall be
disclosed or otherwise known to the Board of Directors and the Board of
Directors shall, nevertheless, authorize or ratify the contract or transaction,
the interested director or directors to be counted in determining whether a
quorum is present and to be entitled to vote on such authorization or
ratification; and no director shall be liable to account to the Corporation for
any profits realized by or from or through any such contract or

                                        4


other transaction by reason of interest therein when such contract or other
transaction has been authorized or ratified in accordance with the foregoing.
This Article Nine shall not be construed to invalidate any contract or
transaction which would otherwise be valid in the absence of this provision.

                                   ARTICLE TEN

                                    LIABILITY

     A director of the Corporation is not liable to the Corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as a director, except that this shall not be construed to
eliminate or limit the liability of a director for:

          (a)  A breach of the director's duty of loyalty to the Corporation or
     its shareholders or members;

          (b)  An act or omission not in good faith that constitutes a breach of
     duty of the director to the corporation or an act or omission that involves
     intentional misconduct or a knowing violation of the law;

          (c)  A transaction from which the director received an improper
     benefit, whether or not the benefit resulted from an action taken within
     the scope of the director's office; or

          (d)  An act or omission for which the liability of a director is
     expressly provided for by an applicable statute.

                                 ARTICLE ELEVEN

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Corporation shall indemnify its directors, officers, employees and
agents to the fullest extent permitted by the Texas Business Corporation Act,
now or as hereafter amended, or any other applicable laws as may from time to
time be in effect. In addition, the Corporation shall pay expenses incurred by
such persons in defending a civil or criminal action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding, where the
requirements imposed

                                        5


by the Texas Business Corporation Act, now or as hereafter amended, are met. The
Corporation's obligation to indemnify and to prepay expenses under this Article
Eleven shall arise, and al1 rights granted to the directors, officers, employees
or agents hereunder, shall vest, at the time of the occurrence of the
transaction or event to which such action, suit or proceeding relates, or at the
time that the action or conduct to which such action, suit or proceeding relates
was first taken or engaged in (or omitted to be taken or engaged in), regardless
of when such action, suit or proceeding is first threatened, commenced or
completed. Notwithstanding any other provision of these Articles of
Incorporation of the Corporation, no action taken by the Corporation, either by
amendment of the Articles of Incorporation of the Corporation or otherwise,
shall diminish or adversely affect any rights to indemnification or prepayment
of expenses granted under this Article Eleven which shall have become vested as
aforesaid prior to the date that such amendment or other corporate action is
taken. Further, if any provision of this Article Eleven shall be held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions shall not in any way be affected or impaired.

                                 ARTICLE TWELVE

                             CONSENT OF SHAREHOLDERS

     Any action required by the Texas Business Corporation Act to be taken at
any annual or special meeting of shareholders, or any action which may be taken
at any annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing
setting forth the action so taken, shall be signed by the holder or holders of
shares having not less than the minimum number of votes that would be necessary
to take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted.

                                        6


                                ARTICLE THIRTEEN

                          DATA RESPECTING INCORPORATOR

     The name and address of the incorporator of the Corporation is:

          NAME                                        ADDRESS

     JULIE COBB PEREZ                         711 Navarro, Sixth Floor
                                              San Antonio, Texas 78205

     IN WITNESS WHEREOF, I have hereunto set my hand this 29th of June 1998.

                                           INCORPORATOR:


                                           /s/ JULIE COBB PEREZ
                                           -----------------------------------
                                           JULIE COBB PEREZ

                                        7

EX-3.102

                                                                   EXHIBIT 3.102

                       PATHOLOGY AFFILIATED SERVICES, INC.

                               A Texas Corporation

                                     BYLAWS

                                     ******

                                    ARTICLE I

                                     OFFICES

     SECTION 1.01. PRINCIPAL OFFICE. The principal office of the corporation
shall be in the City of San Antonio, Texas.

     SECTION 1.02. OTHER OFFICES. The corporation also may have offices at such
other places both within and without the State of Texas as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.01. PLACE OF ANNUAL MEETINGS. All annual meetings of the
shareholders shall be held in the City of San Antonio, Texas, or any other place
either within or without the State of Texas as the Directors may designate.
Special meetings of the shareholders may be held at such time and place within
or without the State of Texas as shall be stated in the notice of the meeting,
or in a duly executed waiver of notice thereof.

     SECTION 2.02. DATE OF ANNUAL MEETING. Annual meetings shall be held each
year at a day and time to be selected by the Board of Directors, provided that
such meeting shall not be held on a Saturday, Sunday, a legal holiday, or a day
following a legal holiday. At the meeting, the shareholders shall elect
directors and transact such other business as may properly be brought before the
meeting.

     SECTION 2.03. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation, may be called by the President, the Board of
Directors or by the holders of at least ten percent (10%) of all the shares
entitled to vote at the proposed special meeting. Only business within the
purpose or purposes described in the Notice of Special Meeting may be conducted
at such meeting.

     SECTION 2.04. NOTICE. Notices of meetings shall be in writing and signed by
the President or Vice President, or the Secretary, or an Assistant Secretary, or
by such other person or persons as the Directors may designate. Such notices
shall state the time of the meeting, the place where the meeting is to be held,
which may be within or without the State of Texas, and, in the event the notice
regards a special meeting, the purpose or purposes for which the meeting is
called. A copy of such



notice shall be either delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, postage
prepaid, to each shareholder of record entitled to vote at such meeting. If
mailed, it shall be directed to a shareholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete, and the time of the notice shall begin to run
from the date upon which such notice is deposited in the United States mail for
transmission to such shareholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership,
shall constitute delivery of such notice to such corporation, association or
partnership. In the event stock is transferred between the date the notice of
the meeting is delivered or mailed and the date the meeting is held, the
transferee shall not be entitled to notice of the meeting. Any notice required
to be given to any shareholder under any provision of the Texas Business
Corporation Act, articles of incorporation or these Bylaws need not be given to
the shareholder if notice of two consecutive annual meetings, and all notices of
meetings held during the period between those annual meetings, if any, or all
(but in no event less than two) payments (if sent by first class mail) of
distributions or interests on securities during a twelve-month period have been
mailed to that person, addressed at his address as shown on the records of the
corporation, and have been returned undeliverable. If such person delivers to
the corporation a written notice setting forth his then current address, the
requirement that notice be given to that person shall be reinstated.

     SECTION 2.05. BUSINESS. Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

     SECTION 2.06. LIST OF SHAREHOLDERS. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office or principal place of business of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. In addition, such list shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

     SECTION 2.07. QUORUM. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, then those
shareholders representing a majority of the shares entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

                                       -2-


     SECTION 2.08. POWER OF SHAREHOLDERS. When a quorum is present or
represented at any meeting, the vote of the holders of a majority of the shares
of stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes or of the articles of incorporation
or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of the question. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.

     SECTION 2.09. VOTING OF SHARES. Except as hereinafter provided, each
outstanding share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the articles of incorporation provide for more or less than one (1) vote
per share or limit or deny voting rights to the holders of the shares of any
class. At all elections of Directors, each holder of shares of stock possessing
voting power shall be entitled to vote in person or by proxy for the number of
shares of stock held by him, for as many persons as there are directors to be
elected. At all corporate meetings, the manner of voting shall be by ballot, by
voice vote, or by a showing of hands, at the discretion of the Chairman of the
meeting.

     SECTION 2.10. PROXIES. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. A telegram, telex, cablegram, or similar transmission by the
shareholder, or a photographic, photostatic, facsimile or similar reproduction
of a writing executed by the shareholder, shall be treated as an execution in
writing. In the event that any such written instrument shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated, unless the instrument shall
otherwise provide. No such proxy shall be valid after the expiration of eleven
(11) months from the date of its execution unless the person executing it
specifies therein the length of time for which it is to continue in force.
Subject to the above, any proxy duly executed is not revoked and continues in
full force and effect until an instrument revoking it or a duly executed proxy
bearing a later date is filed with the Secretary of the corporation.

     SECTION 2.11. WRITTEN CONSENT. Any action required or permitted to be taken
by the shareholders at a meeting by any statutory provisions or the articles of
incorporation, may be taken without a meeting, without prior notice, and without
a vote if a consent or consents in writing, setting forth the action so taken,
shall have been signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take the action that is
the subject of the consent at a meeting. Every written consent signed by the
holders of less than all the shares entitled to vote with respect to the action
that is the subject of the consent shall bear the date of signature of each
shareholder who signs the consent. No written consent signed by the holders of
less than all the shares entitled to vote with respect to the action that is the
subject of the consent shall be effective to take the action that is the subject
of the consent unless, within sixty (60) days after the date of the earliest
dated consent delivered to the corporation in the manner required herein, a
consent or consents signed by the holder or holders of shares having not less
than the minimum number of votes that would be necessary to take the action that
is the subject of the consent are

                                       -3-


delivered to the corporation by delivery to its registered office, its principal
place of business, or an officer or agent of the corporation having custody of
the books in which proceedings of meetings of shareholders are recorded.
Delivery shall be by hand or certified or registered mail, return receipt
requested. Delivery to the corporation's principal place of business shall be
addressed to the president or principal executive officer of the corporation. A
telegram, telex, cablegram, or similar transmission by a shareholder, or a
photographic, photostatic facsimile, or similar reproduction of a writing signed
by a shareholder, shall be regarded as signed by the shareholder for purposes of
this section. If any action by shareholders is taken by written consent, any
articles or documents filed with the Secretary of State as a result of the
taking of the action shall state, in lieu of any statement required by the Texas
Business Corporation Act concerning any vote of shareholders, that written
consent has been given in accordance with the provisions of Article 9.10A and
that any written notice required by 9.10A has been given. Any such written
consent, or a signed copy thereof, shall be placed in the minute book of the
corporation.

     SECTION 2.12. TELEPHONE MEETINGS. Subject to the provisions required or
permitted by statute or these Bylaws for notice, the shareholders may
participate in and hold a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. A written record of any such meeting shall thereafter be
prepared and placed in the minute book of the corporation.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 3.01. NUMBER AND TERMS. The number of Directors which shall
constitute the initial Board shall be four (4). The Directors shall be elected
at the annual meeting of the shareholders, and except as otherwise provided in
this Article, each Director elected shall hold office until his successor is
elected and qualified. The number of Directors may from time to time be
increased or decreased to not less than one (1) by amendment to these Bylaws,
provided that any such decrease does not shorten the term of any incumbent
Director. Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by election at an annual meeting or at a special
meeting of shareholders called for that purpose, or by the affirmative vote of
the board of directors for a term of office continuing only until the next
election of one (1) or more directors by the shareholders; provided that the
board of directors may not fill more than two (2) such directorships during the
period between any two (2) successive annual meetings of shareholders. Directors
need not be shareholders or residents of the State of Texas.

     SECTION 3.02. VACANCIES. Vacancies may be filled by a majority of the
remaining Directors though less than a quorum, or if the shareholders created
the vacancy, by election at an annual meeting or at a special meeting of
shareholders called for that purpose. When one or more Directors shall give
notice of his or their resignation to the Board, effective at a future date, the
Board shall

                                       -4-


have the power to fill the vacancy or vacancies to take effect when such
resignation or resignations shall become effective, each Director so appointed
to hold office during the remainder of the term of office of the resigning
Director or Directors.

     SECTION 3.03. AUTHORITY OF DIRECTORS. The business and affairs of the
corporation shall be managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.

     SECTION 3.04. DIRECTORS' MEETINGS. The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Texas.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 3.05. ANNUAL MEETINGS. The first meeting of each newly elected
Board of Directors shall be held at the place of and immediately following the
annual meeting of shareholders, unless otherwise fixed by the vote of the
shareholders at the annual meeting, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting; provided, however, that a quorum shall be present. In the event such
meeting is not held at the time and place above provided for, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as shall
be specified in a written waiver signed by all of the Directors.

     SECTION 3.06. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board of Directors.

     SECTION 3.07. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President, and shall be called by the President or
Secretary on the written request of the sole director, or in the event one or
more directors constitute the Board of Directors, any two (2) or more Directors.
Written notice of the time and place of special meetings of the Board of
Directors shall be given to each Director at least three (3) days prior to the
date of the meeting.

     SECTION 3.08. QUORUM. At all meetings of the Board of Directors, a majority
of the number of Directors fixed by these Bylaws shall constitute a quorum for
the transaction of business. The act of the majority of the Directors present at
any meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise specifically provided by statute or by the
articles of incorporation or by these Bylaws. If a quorum is not present at a
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

     SECTION 3.09. UNANIMOUS CONSENT. Whenever the vote of the Directors at a
meeting thereof or at the meeting of the executive committee or any other
committee is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the articles of

                                       -5-


incorporation, the meeting and vote of the Directors may be dispensed with, if
all the members of the Board of Directors, the executive committee, or any other
committee, as the case may be, who have been entitled to vote upon the action if
such meeting were held, shall consent in writing to such corporate action being
taken. Such consent shall have the same force and effect as a unanimous vote at
a regularly called meeting, and may be stated as such in any document or
instrument filed with the Secretary of State. Any such signed consent, or a
signed copy thereof, shall be placed in the minute book of the corporation.

     SECTION 3.10. TELEPHONE MEETINGS. Subject to the provisions required or
permitted by statute or by these Bylaws for notice, the Directors or the members
of the executive committee, or any other committee, may participate in and hold
a meeting by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in such a meeting shall constitute presence in person at such
meeting, except where a Director participates in the meeting for the express
purpose of objecting to the transaction of any business on the grounds that the
meeting is not lawfully called or convened. A written record of any such meeting
shall thereafter be prepared and placed in the minute book of the corporation.

                                   COMMITTEES

     SECTION 3.11. CREATION. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate an executive committee and one or
more other committees, each to consist of two (2) or more Directors of the
corporation. The Board of Directors may designate one or more members as
alternate members of any committee, who may, subject to any limitations imposed
by the Board of Directors, replace absent or disqualified members at any meeting
of that committee.

     SECTION 3.12. AUTHORITY. The executive committee and other committees, to
the extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the business and
affairs of the corporation, except where action of the full Board of Directors
is required by statute or by the articles of incorporation.

     SECTION 3.13. MINUTES. The executive committee and other committees shall
keep regular minutes of their proceedings and report the same to the Board of
Directors when required. The minutes of the proceedings of the executive
committee and other committees shall be placed in the minute book of the
corporation.

     SECTION 3.14. REMOVAL OF MEMBERS. Any member of the executive committee or
any other committee, may be removed by the Board of Directors by the affirmative
vote of a majority of the whole Board, whenever, in its judgment, the best
interests of the corporation will be served thereby.

     SECTION 3.15. POTENTIAL LIABILITY. The designation of an executive
committee, other committees and the delegation of authority to it shall not
operate to relieve the Board of Directors, or any members thereof, of any
responsibility upon it or him by law.

                                       -6-


     SECTION 3.16. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, the Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of the executive committee or any other committee may be allowed like
compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.01. DELIVERY. Notices to Directors and shareholders shall be in
writing and delivered personally or mailed to the Directors or shareholders at
their addresses appearing on the records of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to Directors also may be given by telegram and shall
be deemed to be given at the time when the same shall be delivered to the
telegraph office for transmission.

     SECTION 4.02. WAIVER. Whenever any notice is required to be given to a
shareholder or Director under the provisions of the statutes, the articles of
incorporation or by these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to give such notice, whether before or after the time
stated therein, shall be deemed equivalent thereto to the giving of such notice.
Attendance of a Director at a Directors' meeting shall constitute a waiver of
notice of such meeting, except where a Director attends for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called or convened.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.01. SELECTION OF OFFICERS. The officers of the corporation shall
be chosen by the Board of Directors and may include a Chairman of the Board, a
President, one (1) or more Vice Presidents, a Secretary and a Treasurer. Any
person may hold two (2) or more offices. No officer or agent need be a
shareholder, a Director, or a resident of the State of Texas.

     SECTION 5.02. NECESSARY OFFICERS. The Board of Directors, at its first
meeting after each annual meeting of shareholders, may choose a Chairman from
among the Directors, and shall choose a President and a Secretary neither of
whom need be a member of the Board of Directors.

     SECTION 5.03. ADDITIONAL OFFICERS. The Board of Directors may appoint a
Chairman of the Board, Vice Presidents, a Treasurer, and Assistant Secretaries
and Assistant Treasurers and such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

                                       -7-


     SECTION 5.04. SALARIES. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

     SECTION 5.05. TERM OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and shall qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation will be served thereby. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

     SECTION 5.06. AUTHORITY. Officers and agents shall have such authority and
perform such duties in the management of the corporation as are provided in
these Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

     SECTION 5.07. PRESIDENT. The President shall be the ranking and chief
executive officer of the corporation. He shall preside at meetings of the Board
of Directors and of the shareholders unless he shall be absent, and he shall
have power to call special meetings of the shareholders and the Directors for
any purpose or purposes, appoint and discharge, subject to the approval or
review by the Board of Directors, employees and agents of the corporation and
fix their compensation, and shall make and sign contracts and agreements in the
name of and on behalf of the corporation. The President shall put into operation
such business policies of the corporation as shall be decided upon by the Board
of Directors. In carrying out the business policies of the Board of Directors,
the President shall have the general management and control of the business and
affairs of the corporation and shall be the managing executive officer of the
corporation, and the President, in carrying out such business policies, is given
the necessary authority to discharge such responsibility. He shall see that the
books, reports, statements and certificates required by the statutes under which
the corporation is organized or any other laws applicable thereto, are properly
kept, made and filed according to law. The President shall, in general, have
supervisory power over the other officers, the executive committee and any other
committees and the business activities of the corporation, subject to the
approval or review of the Board of Directors and he shall generally do and
perform all acts incident to the office of President or which are authorized or
required by law.

     SECTION 5.08. VICE PRESIDENTS. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
power of the President. They shall also generally assist the President and
exercise such other powers and perform such other duties as are delegated to
them by the President and as the Board of Directors shall prescribe.

     SECTION 5.09. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of such meetings in a book to be kept for that purpose, and he shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the Board of Directors, and he shall perform such other duties as
may be prescribed by the Board

                                       -8-


of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the Board of
Directors, affix the same to any instrument requiring it and; when the seal is
so affixed, it shall be attested by his signature or by the signature of an
assistant secretary.

     SECTION 5.10. ASSISTANT SECRETARIES. The Assistant Secretaries, in the
order of their seniority, unless otherwise determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
have the authority and exercise the powers of the Secretary. They shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe or as the President may from time to time delegate.

     SECTION 5.11. TREASURER:

          (a)  CUSTODY OF FUNDS. The Treasurer shall have the custody of the
     corporate funds and securities and shall keep full and accurate accounts of
     receipts and disbursements in books belonging to the corporation, and in
     addition, he shall deposit all moneys and other valuable effects in the
     name and to the credit of the corporation in such depositories as may be
     designated by the Board of Directors.

          (b)  DISBURSAL. The Treasurer shall disburse the funds of the
     corporation as may be ordered by the Board of Directors, taking proper
     vouchers for such disbursements, and he shall render to the President and
     the Board of Directors, at the regular meeting of the Board, or when the
     Board of Directors so requires, an account of all his transactions as
     Treasurer and of the financial condition of the corporation.

          (c)  SURETY BOND. If required by the Board of Directors, the Treasurer
     shall give the corporation a bond in such sum and with such surety or
     sureties as shall be satisfactory to the Board of Directors for the
     faithful performance of the duties of his office and for the restoration to
     the corporation, in case of his death, resignation, retirement or removal
     from office, of all books, papers, vouchers, money and other property of
     whatever kind in his possession or under his control belonging to the
     corporation.

          (d)  ADDITIONAL DUTIES. The Treasurer shall perform such other duties
     and have such other authority and powers as the Board of Directors may from
     time to time prescribe or as the President may from time to time delegate.

                                   ARTICLE VI

                       OFFICERS' AND DIRECTORS' SERVICES,
                    CONFLICTING INTERESTS AND INDEMNIFICATION

     SECTION 6.01. SERVICES. No Director and, unless otherwise determined by the
Board of Directors, no officer of the corporation, shall be required to devote
his time or any particular portion

                                       -9-


of his time or render services or any particular services exclusively to the
corporation. Subject to each and every Director's duty of loyalty and fiduciary
duty to the Corporation, each and every Director and, unless otherwise
determined by the Board of Directors, each and every officer of the corporation
shall be entirely free to engage, participate and invest in any and all such
businesses, enterprises and activities, either similar or dissimilar to the
business, enterprise and activities of the corporation, without breach of duty
to the corporation or to its shareholders and without accountability or
liability to the corporation or to its shareholders in any event or under any
circumstances or conditions.

     Subject to each and every Director's duty of loyalty and fiduciary duty to
the Corporation, each and every Director and, unless otherwise determined by the
Board of Directors, each and every officer of the corporation shall,
respectively, be entirely free to act for, serve and represent any other
corporation or corporations, entity or entities, and any person or persons, in
any capacity or capacities, and be or become a director or officer, or both, of
any other corporation or corporations, entity or entities, irrespective of
whether or not the business, purposes, enterprises and activities, or any of
them, thereof be similar or dissimilar to the business, purposes, enterprises
and activities, or any of them, of the corporation, without breach of duty to
the corporation or to its shareholders and without accountability or liability
of any character or description to the corporation or to its shareholders in any
event or under any circumstances or conditions.

     SECTION 6.02. DIRECTORS' AND OFFICERS' INTERESTS IN CONTRACTS. No contract
or other transaction between the corporation and one or more of its Directors or
officers, or between the corporation and any firm or partnership of which one or
more of its directors or officers are members or employees or in which they are
otherwise interested, or between the corporation and any other corporation or
association or other entity in which one or more of the directors or officers of
the corporation are shareholders, members, directors, officers or employees or
in which they are otherwise interested, shall be void or voidable by reason of
or as a result of such connection with or holding an office or offices as a
director or officer of the corporation or such interest in or in connection with
such other firm, partnership, corporation, association or other entity,
notwithstanding the presence of such director or directors, officer or officers,
at the meeting of the Board of Directors of the corporation which acts upon or
in reference to any such contract or other transaction, and notwithstanding his
or their participation in such action, if (a) the fact of such interest shall be
disclosed or known to the Board of Directors and the Board of Directors shall
authorize, approve or ratify such contract or other transaction by a vote of a
majority of the Directors present, such interested Director or Directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority necessary to carry such vote, or if (b) the fact of
such interest shall be disclosed or known to the shareholders and the
shareholders either by written consent or by vote of holders of record of a
majority of all the outstanding shares of stock entitled to vote, shall
authorize, approve or ratify such contract or other transaction; nor shall any
Director or officer be responsible to, or liable to account to the corporation
for any profits realized by or from or through any such contract or other
transaction of the corporation so authorized, ratified or approved, by reason of
such interest or his being or having been a director or officer, or both, of the
corporation. Nothing herein contained shall create responsibility or liability
in or in connection with

                                      -10-


any such event or events or prevent the authorization, ratification or approval
of such contracts or other transactions in any other manner permitted by law or
by statute. This Section shall not be construed to invalidate any contract or
other transaction which would otherwise be valid under the common or statutory
law applicable thereto.

     SECTION 6.03. NON-LIABILITY OF DIRECTORS AND OFFICERS IN CERTAIN CASES. No
Director or officer or member of the executive committee or any other committee
shall be liable for his acts as such if he is excused from liability under any
present or future provision or provisions of the Texas Business Corporation Act
or the Articles of Incorporation of the Corporation; and, in addition, to the
fullest extent now or hereafter permitted by the Texas Business Corporation Act,
each officer or Director or member of any committee shall, in the discharge of
any duty imposed of power conferred upon him by the corporation, be fully
protected if, in the exercise of ordinary care, he acted in good faith and in
reliance upon the statements, valuations or information referred to in the Texas
Business Corporation Act, now or as hereafter amended.

     SECTION 6.04. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation
shall indemnify its directors and officers, to the fullest extent permitted by
the Texas Business Corporation Act, now or as hereafter amended, or any other
applicable laws as may from time to time be in effect. In addition, the
Corporation shall pay expenses incurred by such persons in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding, where the requirements imposed by the Texas Business
Corporation Act, now or as hereafter amended, are met. The Corporation's
obligation to indemnify and to prepay expenses under this section shall arise,
and all rights granted to the directors or officers, hereunder, shall vest, at
the time of the occurrence of the transaction or event to which such action,
suit or proceeding relates, or at the time that the action or conduct to which
such action, suit or proceeding relates was first taken or engaged in (or
omitted to be taken or engaged in), regardless of when such action, suit or
proceeding is first threatened, commenced or completed. Notwithstanding any
other provision of these bylaws, or the articles of incorporation of the
corporation, no action taken by the corporation, either by amendment of the
articles of incorporation of the corporation or otherwise, shall diminish or
adversely affect any rights to indemnification or prepayment of expenses granted
under this section which shall have become vested as aforesaid prior to the date
that such amendment or other corporate action is taken. Further, if any
provision of this section shall be held to be invalid or unenforceable, the
validity and enforceability of the remaining provisions shall not in any way be
affected or impaired.

     SECTION 6.05. INSURANCE. The Board of Directors shall have, in its
discretion, the power to purchase and maintain insurance or another arrangement
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of the Texas Business Corporation Act, the
articles of incorporation or these Bylaws. If the insurance or other arrangement

                                      -11-


is with a person or entity that is not regularly engaged in the business of
providing insurance coverage, the insurance or arrangement may provide for
payment of a liability with respect to which the corporation would not have the
power to indemnify the person only if including coverage for the additional
liability has been approved by the shareholders of the corporation. Without
limiting the power of the corporation to procure or maintain any kind of
insurance or other arrangement, the Board of Directors may, for the benefit of
persons indemnified by the corporation (a) create a trust fund, (b) establish
any form of self-insurance, (c) secure the indemnity obligation by grant of a
security interest or other lien on the assets of the corporation, or (d)
establish a letter of credit, guaranty or surety arrangement. The insurance or
other arrangement may be procured, maintained or established within the
corporation or with any insurer or other person deemed appropriate by the Board
of Directors regardless of whether all or part of the stock or other securities
of the insurer or other person are owned in whole or in part by the corporation.
In the absence of fraud, the judgment of the Board of Directors as to the terms
and conditions of the insurance or other arrangement and the identity of the
insurer or other person participating in the arrangement shall be conclusive and
the insurance or arrangement shall not be voidable and shall not subject the
directors approving the insurance or arrangement to liability, on any ground,
regardless of whether directors participating in the approval are beneficiaries
of the insurance or arrangement.

                                   ARTICLE VII

                              CERTIFICATES OF STOCK

     SECTION 7.01. REQUIREMENTS. Every shareholder shall be entitled to have a
certificate signed by any officer or officers of the Corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, option or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock, and, if the corporation shall
be authorized to issue only shares of special stock, such certificate shall set
forth in full or summarize the rights of the holders of such shares of stock.

     SECTION 7.02. FACSIMILES. A facsimile of the signatures of the officers or
agents of the corporation may be printed or lithographed upon such certificate
in lieu of the actual signatures. In case any officer or officers who shall have
signed, or whose facsimile signature shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons whose signature appears
on such certificate or certificates, or whose facsimile signature or signatures
shall have been used thereon, had not ceased to be the officer or officers of
the corporation.

                                      -12-


     SECTION 7.03. LOST CERTIFICATE(S). The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate(s) to be lost or destroyed. When authorizing such issue of a new
certificate(s), the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate(s), or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct as indemnity against any claim mat may be made against the
corporation with respect to the certificate(s) alleged to have been lost or
destroyed.

     SECTION 7.04. SHARE TRANSFER RECORDS. The corporation shall keep books and
records of account and shall keep minutes of the proceedings of its
shareholders, its Board of Directors, and each committee of its Board of
Directors. The corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the corporation and a record of
each transfer of those shares that have been presented to the corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and current shareholders of the corporation and the number and class of
shares issued by the corporation held by each of them. Any books, records,
minutes, and share transfer records may be in written form or in any other form
capable of being converted into written form within a reasonable time.

     SECTION 7.05. TRANSFER OF STOCK. Shares of stock shall be transferable only
on the records of the corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender to the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, canceling the old certificate and
recording the transaction upon its books. A record shall be made of each
transfer.

     SECTION 7.06. CLOSING OF TRANSFER RECORDS. Fixing Record Date for Matters
Other than Consents to Action. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive a distribution by a
corporation (other than a distribution involving a purchase or redemption by the
corporation of its own shares) or a share dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the share transfer records be closed for a period not
to exceed sixty (60) days. If such records are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, then such records shall be closed for at least ten (10) days
immediately preceding such meetings. If the share transfer records are not
closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such distribution or share
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When

                                      -13-


a determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof, except where the determination has been made through the
closing of the share transfer records and the stated period of closing has
expired.

     SECTION 7.07. FIXING RECORD DATE FOR CONSENTS TO ACTION. Unless a record
date shall have previously been fixed or determined pursuant to the provisions
of the Texas Business Corporation Act, whenever action by shareholders is
proposed to be taken by consent in writing without a meeting of shareholders,
the Board of Directors may fix a record date for the purpose of determining
shareholders entitled to consent to that action, which record date shall not
precede, and shall not be more than ten (10) days after, the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors and the prior action of the
Board of Directors is not required, the record date for determining shareholders
entitled to consent to action in writing without a meeting, shall be the first
date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the books In which proceedings of meetings of
shareholders are recorded. Delivery shall be by hand or by certified or
registered mail, return receipt requested. Delivery to the corporation's
principal place of business shall be addressed to the president or principal
executive officer of the corporation. If no record date shall have been fixed by
the Board of Directors and prior action of the Board of Directors is required,
the record date for determining shareholders entitled to consent to action in
writing without a meeting shall be at the close of business on the date on which
the Board of Directors adopts a resolution taking such prior action.

     SECTION 7.08. REGISTERED SHAREHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its records as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of the State of Texas, the articles of incorporation or these Bylaws.
When shares are registered on the records of the corporation in the names of two
or more persons as joint owners with the right of survivorship, after the death
of a joint owner and before the time that the corporation receives actual
written notice that parties other than the surviving joint owner or owners claim
an interest in the shares or any distributions thereon, the corporation may
record on its records and otherwise effect the transfer of those shares to any
person, firm or corporation (including that surviving joint owner individually)
and pay any distributions made in respect of those shares, in each case as if
the surviving joint owner or owners were the absolute owners of the shares.

                                      -14-


                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 8.01. DECLARATION. Dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the articles of incorporation.

     SECTION 8.02. RESERVES. Before payment of any dividend, there may be set
aside out of any funds of the corporation available therefor, such sum or sums
as the Board of Directors, from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interest of the corporation, and the Board of Directors may modify or abolish
any such reserves in the manner in which it was created.

     SECTION 8.03. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     SECTION 8.04. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE IX

                RESTRICTIONS ON TRANSFER OF CORPORATE SECURITIES

     SECTION 9.01. Any security of the corporation, which is issued to any
person without registration under the Securities Act of 1933, as amended, or the
securities or Blue Sky laws of any state, shall not be transferable or the
subject of a sale or pledge until the corporation shall have been furnished with
an opinion of counsel for such shareholder satisfactory to counsel for the
corporation that such sale, transfer or pledge does not involve a violation of
the Securities Act of 1933, as amended, or the securities or Blue Sky laws of
any state having jurisdiction. The certificate representing the security shall
bear substantially the following legend:

     "The shares evidenced and represented by this certificate have
     not been registered under the Securities Act of 1933, as amended,
     or the securities or Blue Sky laws of any state. Transfer or sale
     of the shares evidenced and represented by this certificate shall
     not be made without the prior written approval of the Company and
     its counsel."

                                      -15-


     SECTION 9.02. Any security of the corporation that is issued to any person
pursuant to an agreement, which in any way restricts the transfer of such
security, shall be restricted as to such transfer by noting conspicuously on the
certificate representing the security, a legend which shall indicate such
restriction against transferability and the appropriate officers of the
corporation shall cause to be placed on such security a stop-transfer order
subject to the terms and conditions of such agreement.

                                    ARTICLE X

                                   AMENDMENTS

     SECTION 10.01. These Bylaws may be altered, amended or repealed at any
regular or special meeting of the Board of Directors.


Date:
      -------------------               ----------------------------------------
                                        Dale E. Bennet, M.D., Director


Date:
      -------------------               ----------------------------------------
                                        Stanley L. Blend, Director


Date:
      -------------------               ----------------------------------------
                                        Merle W. Delmer, M.D., Director


Date:
      -------------------               ----------------------------------------
                                        William W. Hinchey, M.D., Director

                                      -16-

EX-3.103

                                                                   EXHIBIT 3.103

                                     CHARTER
                                       OF
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                   ARTICLE ONE

                                      NAME

     The name of the corporation is Pathology Consultants of America, Inc

                                   ARTICLE TWO

                               PROFIT CORPORATION

     The corporation is organized for profit

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

     The initial registered office of the corporation is located at 20 Burton
Hills Boulevard, Suite 220, Nashville, Davidson County, Tennessee 37215. The
initial registered agent of the corporation at its registered office is Brian C
Carr

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

     The mailing address of the initial principal office of the corporation is
20 Burton Hills Boulevard, Suite 220 Nashville, Tennessee 37215

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

     The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is ten million (10,000,000) shares
of common stock, $01 par value per share, with unlimited voting rights and
rights to receive the net assets of the corporation upon dissolution



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

     The initial Board of Directors shall consist six (6) members whose names
and addresses are as follows

                                  Brian C Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                              Thomas Chesney, M.D.
                      Pathology Group of the Midsouth, Inc.
                               899 Madison Avenue
                              Suite 270 Union East
                            Memphis, Tennessee 38146

                              Haywood D Cochrane, Jr.
                Meridian Occupational Healthcare Associates, Inc.
                            30 Burton Hills Boulevard
                                    Suite 200
                           Nashville, Tennessee 37215

                                 Steven F Drake
                        Professional Medical Consultants
                                   708 S. Waco
                            Weatherford, Texas 76086

                                Ben F Martin, M.D.
                      Pathology Group of the Midsouth, Inc.
                               899 Madison Avenue
                              Suite 270 Union East
                            Memphis, Tennessee 38146

                                R C Olshock, M.D.
                      Colorado Pathology Consultants, P.C.
                             Lutheran Medical Center
                              8300 West 38th Avenue
                           Wheat Ridge, Colorado 80033

                                      - 2 -


                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

     A director of the corporation shall not be liable to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders. (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation in addition to the
limitation on liability provided herein shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid void or otherwise unenforceable
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                  ARTICLE EIGHT

                                  INCORPORATOR

     The name and address of the incorporator are as follows

                                Peter C November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                      - 3 -


     IN WITNESS WHEREOF, the undersigned executes this Charter this 11th day of
December, 1997

                                            /s/ Peter C November
                                            -----------------------------------
                                            Peter C November
                                            Incorporator

                                      - 4 -


                                                                          [SEAL]

                               ARTICLES OF MERGER
                                       OF
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.,
                            (A DELAWARE CORPORATION)
                                  WITH AND INTO
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.,
                            (A TENNESSEE CORPORATION)

     The undersigned corporation pursuant to the provisions of Section 48-21-107
of the Tennessee Business Corporation Act, hereby executes the following
Articles of Merger

     1.   The Agreement and Plan of Merger pursuant to which Pathology
Consultants of America, Inc ("PCA-Delaware"), a Delaware corporation will be
merged with and into Pathology Consultants of America Inc. a Tennessee
corporation is attached hereto as Exhibit A

     2.   The Agreement and Plan of Merger was required to be adopted by the
shareholders of the Company and was duly adopted by the unanimous written
consent of such shareholders

     3.   The Agreement and Plan of Merger and the consummation of the
transactions contemplated thereby were duly adopted by the Shareholders of PCA-
Delaware in accordance with Section 251 of the Delaware General Corporation Law.

     IN WITNESS WHEREOF each of the undersigned corporations has caused these
Articles of Merger to be executed in its name by its duly authorized officer
this 18 day of December 1997

                                        SURVIVING CORPORATION:

                                        PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                        By /s/ Brian C Carr
                                           -------------------------------------
                                           Name Brian C Carr
                                           Title President



                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of the 18th
day of December, 1997, is made and entered into by and between PATHOLOGY
CONSULTANTS OF AMERICA, INC., a Delaware corporation ("PCA-Delaware"), and
PATHOLOGY CONSULTANTS OF AMERICA, INC., a Tennessee corporation
("PCA-Tennessee").

                                   WITNESSETH:

     WHEREAS, the Boards of Directors of PCA-Delaware and PCA-Tennessee have
approved the business combination transaction provided for in this Agreement in
which PCA-Delaware would merge with and into PCA-Tennessee (the "Merger") on the
terms and subject to the conditions set forth in this Agreement.

     WHEREAS, for Federal income tax purposes, PCA-Delaware and PCA-Tennessee
intend that the Merger shall qualify as a reorganization within the meaning of
Section[ILLEGIBLE](1)(F) of the Internal Revenue Code of 1985, as amended (the
"Code").

     NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants contained herein, the parties agree as follows

                                    ARTICLE I
                                   THE MERGER

     1.01 THE MERGER. Upon the terms and subject to the conditions set forth
in this Agreement, and in accordance with the Delaware General Corporation
Law ("DGCL") and PCA-Delaware shall be merged with and into PCA-Tennessee at
the Effective Time of the Merger. Following the Merger, the separate
corporate existence of the PCA-Delaware shall cease, and PCA-Tennessee (the
"Surviving Corporation") shall continue and shall succeed to and assume all
the rights and obligations of PCA-Delaware in accordance with DGCL.

     1.02 CLOSING. The Closing of the Merger (the "Closing") will take place at
the offices of Alston & Bird LLP, One Atlantic Center, 1201 West Peachtree
Street, Atlanta, Georgia 80309-3424 as soon as practical following the approval
of the Merger by the Board of Directors of PCA-Delaware and PCA-Tennessee or at
such other date and time as the parties may mutually agree (the date of the
Closing being referred to herein as the "Closing Date")

     1.03 EFFECTIVE TIME. The Merger shall be effective as of the date and time
specified in the Articles of Merger delivered to the Tennessee Secretary of
State and the Certificate of Merger delivered to the Delaware Secretary of
State.



     1.04 EFFECTS OF THE MERGER. The Merger shall have the effects set forth in
Section 259 of the DGCL and Section 48-21-108 of the Tennessee Business
Corporation Act ("TBCA")

     1.05 CERTIFICATE OF INCORPORATION AND BY-LAWS. The Charter of PCA-Tennessee
as in effect at the Effective Time shall be the Charter of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law. The By-laws of PCA-Tennessee as in effect at the Effective Time
shall be the By-laws of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable law.

     1.06 DIRECTORS. The directors of PCA-Tennessee at the Effective Time shall
be the directors of the Surviving Corporation until the earlier of their
resignation or removal or the election and qualification of their successor(s)

     1.07 OFFICERS. The officers of PCA-Tennessee at the Effective Time shall be
the officers of the surviving Corporation, each to serve until the earlier of
his resignation or [ILLEGIBLE] the election and qualification of his
successor(s).

     1.08 PRINCIPAL AND REGISTERED OFFICE. The principal and registered office
of the surviving Corporation is 20 Burton Hills Boulevard, Suite 220, Nashville,
Tennessee 37215.

                                   ARTICLE II
                        EFFECT OF MERGER ON CAPITAL STOCK

     2.01 EFFECT ON PCA-DELAWARE STOCK. Except as provided in Section 2.03, at
the Effective Time by virtue of the Merger and without any action by the holder
thereof or any action in addition to that contemplated hereby each then
outstanding share of the $.01 par value Common Stock of PCA-Delaware
("PCA-Delaware Stock") will be automatically converted into one (1) share of
fully-paid and non-assessable $.01 par value Common Stock of PCA-Tennessee.

     2.02 As of the Effective time, the 1,000 shares of the $ 01 par value
Common Stock of PCA-Tennessee ("PCA-Tennessee Stock") issued upon its
organisation to PCA-Delaware Stock shall be canceled, so that immediately
thereafter the then outstanding shares of PCA-Tennessee Stock shall consist only
of the shares to be issued by the Surviving Corporation upon the conversion and
exchange of shares of PCA-Delaware Stock

     2.03 Any outstanding shares of PCA-Delaware Stock held by a stockholder (a
"Dissenting Stockholder") who shall have elected to dissent from the Merger and
who shall have exercised and [ILLEGIBLE] appraisal rights ("Appraisal Rights")
with respect to

                                      - 2 -


such shares in accordance with Section 262 of the DGCL shall not be converted
into shares of PCA-Tennessee Stock as a result of the Merger. Such Dissenting
Stockholder shall be entitled to receive therefor only the consideration
required to be paid to such Dissenting Stockholder by Section 262 of the DGCL
and upon the payment of such consideration, such shares of PCA-Delaware Stock
shall be immediately canceled without any further action. Notwithstanding the
foregoing provisions of this Section 2.03, if any such Dissenting Stockholder
shall, prior to the Effective Time, (x) withdraw his election to dissent from
the Merger or (y) fail to properly exercise and perfect his appraisal rights in
accordance with Section 262 of the DGCL, such Dissenting Stockholder's shares of
PCA-Delaware Stock shall be converted, as of the Effective Time, into shares of
PCA-Tennessee Stock in accordance with Section 2.01

                                   ARTICLE III
                                  MISCELLANEOUS

     3.01 SHAREHOLDER APPROVAL. To the extent required by the DGCL and TBCA,
each party shall, as soon as practical after the date of this Agreement, duly
call, prepare and give notice of, convene and hold a special meeting of its
shareholders for the purpose of considering and taking action upon this
Agreement and all transaction contemplated hereby, provided, however, that any
such shareholder action may be taken pursuant to a written consent in lieu of a
special meeting

     3.02 SERVICE OF PROCESS. As required by Section 252(d) of the DCGL, the
Surviving Corporation agrees that if the Merger is adopted and becomes
effective, Surviving Corporation may be sued in the State of Delaware for any
obligation of PCA-Delaware arising prior to the Effective Time and any
obligation thereafter incurred by the Surviving Corporation so long as any
liability remains outstanding against PCA-Delaware of the Surviving Corporation
in the State of Delaware. Furthermore, the Surviving Corporation shall, in the
Certificate of Merger, appoint the Secretary of State of Delaware as its agent
to accept service of process in any action for the enforcement of any such
obligation

     3.03 For the convenience of the parties hereto and to facilitate the filing
and recording of this Agreement, any member of counterparts hereof may be
executed and each such counterpart shall be deemed an original instrument and
all of such counterparts shall constitute one document, and the signature of any
party to any counterpart shall be deemed a signature to, and may be appended to,
any other counterpart

     3.04 This Agreement shall be governed by and construed in accordance with
the laws of the State of Tennessee

     3.05 The parties hereto, by resolution of their respective boards of
directors may amend, modify or supplement this Agreement, or waive the
application of any

                                      - 3 -


provision hereof, provided that any such amendment, modification, supplement or
waiver is in writing and signed by the parties hereto

     3.06 By written notice to the other party hereto at any time prior to the
Effective Time, whether before or after approval by the stockholders of
PCA-Delaware of this Agreement, the Merger and the other transactions
contemplated hereby for any reason either PCA-Delaware or PCA-Tennessee, by
resolution of their respective boards of directors, may terminate this Agreement
and abandon the Merger and the other transactions contemplated hereby, and in
that event neither party shall have any further obligation to the other party or
to the stockholder of the other party

                         (SIGNATURES ON FOLLOWING PAGE)

                                      - 4 -


     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and attested as of the day and year first above-written

[SEAL]

                                        PCA-Delaware:

                                        PATHOLOGY CONSULTANTS OF
                                        AMERICA, INC., a Delaware
                                        corporation

Attest:

/s/ Haywood D. Cochrane, Jr.            By: /s/ Brian C. Carr
- ----------------------------                -----------------
Haywood D. Cochrane, Jr.                    Brian C. Carr
Secretary                                   President

                                        PCA-Tennessee:

                                        PATHOLOGY CONSULTANTS OF
                                        AMERICA, INC., a Tennessee corporation

Attest:

/s/ Haywood D. Cochrane, Jr.            By: /s/ Brian C. Carr
- ----------------------------                -----------------
Haywood D. Cochrane, Jr.                    Brian C. Carr
Secretary                                   President

                                      - 5 -


                              ARTICLES OF AMENDMENT
                                 TO THE CHARTER
                                       OF
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                       ONE

     The name of the corporation is Pathology Consultants of America, Inc

                                       TWO

     Article Five of the Charter is hereby deleted in its entirety, and the
following new Article Five is hereby substituted in its place

                                 "ARTICLE FIVE"

                                AUTHORIZED SHARES

     5.1  TOTAL NUMBER OF SHARES. The total number of shares of all classes of
capital stock ("Shares") which the corporation shall have the authority to issue
is thirty million (30,000,000), consisting of the following classes

          (a)  20,000,000 Shares of common stock, $.01 par value per share with
     unlimited voting rights ("Common Stock"), and

          (b)  10,000,000 Shares of preferred stock, $.01 par value per share
     ("Preferred Stock")

     5.2  PREFERRED STOCK. Shares of Preferred Stock may be issued for any
purpose and in any manner permitted by law, in one or more distinctly designated
series, as a dividend or for such consideration as the Board of Directors may
determine by resolution or resolutions from time to time adopted

     The Board of Directors is expressly authorized to fix and state, by
resolution or resolutions from time to time adopted prior to the issuance of any
Shares of a particular series of Preferred Stock, the designations voting powers
(if any), preferences, and relative, participating, optional or other special
rights, and qualifications, limitations, or restrictions thereof, including, but
without limiting the generality of the foregoing, the following:

          (1)  The distinctive designation and number of Shares of Preferred
     Stock which shall constitute a series, which number may from time to time
     be increased (but not above the total number of Shares of Preferred Stock
     authorized by this Charter and with respect to which the powers,
     designations, preferences and rights have not been set forth in any series)
     or decreased (but not below the number of Shares of such series then
     outstanding), by like action of the Board of Directors and by a certificate
     likewise



     executed, acknowledged, filed and recorded as specified by the Tennessee
     Business Corporation Act.

          (2)  The rate or rates and times at which dividends, if any, shall be
     paid on each series of Preferred Stock, whether such dividends shall be
     cumulative or non-cumulative, the extent of any preference, subordination,
     or other relationship to dividends declared or paid, or any other amounts
     paid or distributed upon, or in respect of, any other class or series of
     Preferred Stock or other Shares of any class or series:

          (3)  Redemption provisions, if any, including whether or not Shares of
     any series may be redeemed by the corporation or by the holders of such
     series of Preferred Stock, or by either, and if redeemable, the redemption
     price or prices, redemption rate or rates, and such adjustments to such
     redemption price(s) or rate(s) as may be determined, the manner and time or
     times at which, and the terms and conditions upon which, Shares of such
     series may be redeemed;

          (4)  Conversion, exchange, purchase, or other privileges, if any, to
     acquire Shares of any class or series; whether at the option of the
     corporation or of the holder, and if subject to conversion, exchange,
     purchase, or similar privileges, the conversion, exchange, or purchase
     prices or rates and such adjustments thereto as may determined, the manner
     and time or times at which such privileges may be exercised, and the terms
     and conditions of such conversion, exchange, purchase, or other privileges;

          (5)  The rights, including the amount or amounts, if any, of
     preferential or other payments to which holders of any series are entitled
     upon the dissolution, winding up, voluntary or involuntary liquidation,
     distribution, or sale, or lease of all or substantially all of the assets
     of the corporation; and

          (6)  The terms of the sinking fund, retirement, redemption, or
     purchase account, if any, to be provided for such series and the priority,
     if any, to which any funds or payments allocated therefor shall have over
     the payment of dividends, or over sinking fund, retirement, redemption,
     purchase account, or other payments on, or distributions in respect of,
     other series of Preferred Stock or other classes of Shares.

     All Shares of the same series of Preferred Stock shall be identical in all
respects, except there may be different dates from which dividends, if any
thereon may cumulate, if made cumulative.

     Issued Shares of any series of Preferred Stock which are acquired by the
corporation may, as provided by resolutions of the Board of Directors and
applicable law, be returned to authorized but unissued Preferred Stock, either
of the same or of a different series, or undesignated as to series, and
thereafter reissued. In the event the number of Shares of any series of
Preferred Stock is decreased, the Board of Directors may by resolutions cause
the Shares representing such decrease to be designated or undesignated as to
series.

     5.3 DIVIDENDS. Dividends and other distributions upon all classes and
series of Shares shall be payable only when, as, and if declared by the Board of
Directors from all funds lawfully available therefor, which funds shall include,
without limitation, the corporation's capital surplus Dividends and other
distributions upon any class or series of Shares may be paid in cash, property,

                                      - 2 -


or Shares of any class or series of, or other securities or evidences of,
indebtedness of the corporation or any other issuer, as may be determined by
resolutions of the Board of Directors.

     5.4  OPTIONS, ETC. The Board of Directors is expressly authorized to create
and issue, by resolution(s) adopted from time to time, warrants rights or
options entitling the holders thereof to purchase Shares of the corporation of
any kind, class, or series, whether or not in connection with the issuance and
sale of any Shares or other securities or evidences of indebtedness. The Board
of Directors is also authorized expressly to determine the terms, including,
without limit, the time or times within which, the price or prices, and any
adjustments thereto, whereby Shares of the corporation may be purchased upon the
exercise of any such warrant, right, or option. The Board of Directors' judgment
shall be conclusive as to the adequacy of the consideration received for any
such rights or options."

                                      THREE

     The foregoing amendment was duly adopted by the Board of Directors and sole
shareholder of the corporation on December 22, 1997, in accordance with the
provisions of Section 48-20-103 of the Tennessee Business Corporation Act.

     IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment
to be duly executed this 22 day of December, 1997.

                                        PATHOLOGY CONSULTANTS OF AMERICA, INC


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

                                      - 3 -


                              ARTICLES OF AMENDMENT
                                 TO THE CHARTER
                                       OF
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.

                                       ONE

     The name of the corporation is Pathology Consultants of America, Inc.

                                       TWO

     Attached hereto as EXHIBIT A is a Certificate of Designations setting forth
the terms, preferences and rights of the $.01 par value Series A Redeemable
Convertible Preferred Stock to be issued by the Corporation.

                                      THREE

     The foregoing amendment was duly adopted by the Board of Directors of the
corporation on May 18, 1998, in accordance with the provisions of Section
48-20-102 of the Tennessee Business Corporation Act.

     IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment
to be duly executed this 19 day of May, 1998.

                                        PATHOLOGY CONSULTANTS OF AMERICA, INC.


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



                                    EXHIBIT A

                           CERTIFICATE OF DESIGNATIONS
                 SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

     The following sections set forth the powers, rights and preferences, and
the qualifications, limitations and restrictions thereof, of the Corporation's
Series A Redeemable Convertible Preferred Stock.

     SECTION 1.     DESIGNATION AND AMOUNT.

     1.1. NUMBER OF SHARES. The designation of the series of Preferred Stock,
$.01 par value per share, provided for herein shall be "Series A Redeemable
Convertible Preferred Stock" (hereinafter referred to as the "Series A
Preferred"), and the number of authorized shares constituting Series A Preferred
is 4,923,077. The shares of Series A Preferred shall only be issued in
connection with the consummation of the transactions contemplated by the Stock
Purchase Agreement dated as of May 20, 1998, by and among the Corporation and
the Investor, as defined therein (the "Purchase Agreement").

     1.2. RESTRICTIONS ON REISSUANCE. All Shares of Series A Preferred redeemed,
purchased or otherwise acquired by the Corporation shall be retired and canceled
and shall be restored to the status of authorized but unissued shares of
Preferred Stock, without designation as to series, and may thereafter be issued,
but not as shares of Series A Preferred.

     1.3. STATED VALUE PER SHARE. The Stated Value Per Share of the Series A
Preferred shall be $3.25.

     1.4. RANK. The Series A Preferred shall with respect to rights upon
liquidation, winding up on dissolution, and redemption rights, rank prior to any
other class or series of capital stock of the Corporation, including all classes
of the Common Stock, par value $0.01 per share, of the Corporation, whether now
existing or hereafter created (the "Common Stock"; all of such classes or series
of capital stock of the Corporation to which the Series A Preferred ranks prior,
including without limitation the Common Stock, and including, without
limitation, junior securities convertible into or exchangeable for other junior
securities or phantom stock representing junior securities, are collectively
referred to herein as "Junior Securities").

     SECTION 2.     DIVIDENDS. Each holder of shares of the Series A Preferred
shall be entitled to receive, when and as declared by the Board of Directors, if
at all, dividends on a partly with each holder of shares of Common Stock. Such
dividends shall be payable per share of Series A Preferred in an amount equal to
the dividends per share payable on the number of shares of Common Stock into
which each share of Series A Preferred would be convertible under Section 6
hereof on the record date for determining eligibility to receive such dividends,
or if no such record date is established, on the date such dividends are
actually paid.



     SECTION 3.     LIQUIDATION AND REDEMPTION.

     3.1. LIQUIDATION. In the event of any dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary (a
"Liquidation"), the holders of shares of Series A Preferred shall be entitled
to receive the Stated Value Per Share out of the assets of the Corporation
legally available for distribution to stockholders (whether representing
capital or surplus), before any payment or distribution shall be made on the
Common Stock or any other Junior Securities (the "Series A Preferred
Liquidation Distribution"). After the Series A Preferred Liquidation
Distribution has been made (as provided above), the remaining assets of the
Corporation available for distribution to stockholders shall be distributed
pro rata among the holders of the Junior Securities. If the assets
distributable to holders of the Series A Preferred upon such dissolution,
liquidation or winding up shall be insufficient to pay cash in an amount
equal to the amount of the Series A Preferred Liquidation Distribution to the
holders of shares of Series A Preferred then such assets or the proceeds
thereof shall be distributed among the holders of the Series A Preferred
ratably in proportion to the respective amounts to which they otherwise would
be entitled. Upon the affirmative vote of the holders of a majority of the
shares of the Series A Preferred outstanding, the sale, conveyance, exchange
or transfer of all or substantially all of the property or assets of the
Corporation, or the consolidation or merger of the Corporation or other
entity (any such event (a "Reorganization Event") will be deemed to be a
Liquidation.

     3.2. REDEMPTION.

          (a)  REDEMPTION AT THE OPTION OF THE HOLDER. At any time on or after
May 20, 2003, upon the written request of any holder of Series A Preferred the
Corporation shall redeem the number of shares of Series A Preferred owned by
such holder that is specified in a notice of redemption delivered by such holder
on or prior to the 30th day preceding the requested redemption date, at a
redemption price per share equal to the Stated Value Per Share. The redemption
price shall be payable in cash.

          (b)  REDEMPTION ON AN INITIAL PUBLIC OFFERING. On the closing date of
the initial offering of capital stock of the Company pursuant to an effective
registration statement under the Securities Act of 1933, the Corporation shall,
at the written request of any holder of the Series A Preferred given within 20
days following written notice from the Company that an offering is reasonably
anticipated, redeem up to one-third of the Series A Preferred then held by such
holder reduced by any shares then held by such holders which are to be included
in the offering as specified in such request at a redemption price per share
equal to the greater of (i) the Stated Value Per Share (appropriately adjusted
for stock splits, stock dividends and combinations) or (ii) the public offering
price per share of the capital stock sold in the public offering (appropriately
adjusted to reflect the then applicable Conversion Price of the Series A
Preferred).

          (c)  REDEMPTION PAYMENT. The Corporation shall pay the redemption
price for the shares of Series A Preferred requested to be redeemed in any such
notice on the date specified in such notice (or such later date upon which the
certificates evidencing the

                                        2


shares of Series A Preferred are surrendered to the Corporation) (the
"Redemption Date"). If the funds of the Corporation legally available for
payment of the redemption price of Series A Preferred on any Redemption Date are
insufficient to pay the redemption price for the total number of shares of
Series A Preferred to be redeemed on such date, those funds which are legally
available shall be used to redeem the maximum possible number of such shares
ratably based upon the number of such shares of Series A Preferred requested to
be redeemed by the holders thereof. At any time thereafter when additional funds
of the Corporation are legally available for the redemption of the Series A
Preferred, such funds shall immediately be used to redeem the balance of the
shares of Series A Preferred that the Corporation has become obligated to redeem
on any Redemption Date but which it has not redeemed. On the Redemption Date of
any share of Series A Preferred, all rights of the holder of such share shall
cease, and such share shall be deemed to be no longer outstanding.

     SECTION 4.     VOTING RIGHTS: PROTECTIVE PROVISIONS.

     4.1. VOTING RIGHTS; ELECTION OF DIRECTORS. The holders of the Series A
Preferred shall be entitled to notice of all stockholder meetings in accordance
with the Corporation's bylaws, and except as otherwise required by law, the
holders of the Series A Preferred shall be entitled to vote on all matters
submitted to the stockholders for a vote together with the holders of the Common
Stock, and each share of Series A Preferred (including fractional shares) shall
be entitled to one vote for each whole share of Common Stock that would be
issuable upon conversion of such share on the record date for determining
eligibility to participate in the action being taken. In addition, the holders
of a majority of the then issued and outstanding Series A Preferred (including
fractional shares) voting together as a single class shall have the right to
elect two directors (the "Series A Directors") to the Board of Directors of the
Corporation. Any director who shall have been elected by the holders of the
Series A Preferred may be removed, with or without cause, only by the
affirmative vote of holders of a majority of the Series A Preferred.

     4.2. PROTECTIVE PROVISIONS. In addition to any other voting rights provided
by law, or the provisions hereof, at any time when shares of Series A Preferred
are outstanding, the approval of the holders of record of at least a majority of
the issued and outstanding shares of Series A Preferred, given in writing or by
vote at a meeting, and consenting or voting separately as a single class, shall
be required for the Corporation to:

          (a)  authorize or effect a (i) Reorganization Event or (ii)
Liquidation;

          (b)  amend or repeal any provision of the Corporation's Articles of
Incorporation;

          (c)  amend or repeal any provision of the Corporation's by-laws which
change is not approved by a majority of the Corporation's Board of Directors
which majority includes the Series A Directors;

                                        3


          (d)  enter into any agreement, transaction, commitment or arrangement
to incur any indebtedness which is not approved by a majority of the
Corporation's Board of Directors which majority includes the Series A Directors;

          (e)  authorize or effect the payment of dividends on, or the
redemption or repurchase of, any capital stock of the Corporation (other than
(i) the repurchase of stock from employees of the Corporation at the employee's
origin, purchase price or such higher price as is approved by a majority of the
Corporation's Board of Directors which majority includes the Series A Directors
or (ii) the payment of dividends on, or the repurchase or redemption of, shares
of Series A Preferred);

          (f)  enter into any agreement, transaction, commitment or arrangement,
other than a non-binding letter of intent, to acquire the capital stock or
assets, or any other interest in any physician practice or other business entity
which is not approved by a majority of the Corporation's Board of Directors
which majority includes the Series A Directors;

          (g)  authorize or issue additional shares of capital stock which is
not approved by a majority of the Corporation's Board of Directors which
majority includes the Series A Directors except for the issuance of shares
representing up to an aggregate of 7.5% (or such higher percentage as is
approved by a majority of the Corporation's Board of Directors which majority
include the Series A Directors) of the Corporation's Common Stock then
Outstanding on an As-Converted Basis, to officers, directors, employees or
consultants of the Corporation or its subsidiaries or affiliated practices under
a stock option or equity incentive plan which is approved by the Corporation's
Board of Directors (an "Option Plan"); or

          (g)  authorize or effect an increase in the number of authorized
directors above the number authorized on the Original Issue Date (which the
holders acknowledge is 12).

     SECTION 5.     OPTIONAL CONVERSION.

     5.1. GENERAL.

     At any time and from time to time after the issuance thereof and on or
prior to the Redemption Date, any holder of Series a Preferred may convert all
or any of the shares of Series A Preferred held by such holder into a number of
shares of Common Stock computed by multiplying the number of shares of Series A
Preferred proposed to be converted by the Stated Value Per Share of the Series A
Preferred, and dividing the result by the applicable Conversion Price then in
effect. The initial "Conversion Price" shall be $3.25 per share of Common Stock.
The applicable Conversion Price from time to time in effect is subject to
adjustment as hereinafter provided.

                                        4


     5.2. CONVERSION PROCEDURE

          (a)  Any holder of shares of Series A Preferred desiring to convert
any portion thereof into Common Stock shall surrender each certificate
representing one or more shares of such Series A Preferred to be converted, duly
endorsed in favor of the Corporation or in blank and accompanied by proper
instruments of transfer, at the principal business office of the Corporation (or
such other place as may be designated by the Corporation), and shall give
written notice to the Corporation at that office of its [ILLEGIBLE] to convert
the same, setting forth therein the name or names (with the address or
addresses) in which the shares of Common Stock are to be issued. Conversion
shall be effective upon receipt by the Corporation of the notice and the share
certificate or certificates contemplated by the preceding sentence. In case of
(x) the redemption of any shares of Series A Preferred pursuant to Section 3.2,
such right of conversion shall cease and terminate, as to the shares to be
redeemed, on the close of business on the Redemption Date, unless the
Corporation shall thereafter default in the payment of the redemption price for
the shares to be so redeemed or (y) any Liquidation of the Corporation, such
right shall cease and terminate at the close of business on the business day
fixed for payment of the amount distributable to the holders of the Series A
Preferred pursuant to Section 3.1.

          (b)  As soon as possible after a conversion has been effected (but in
any event within three business days), the Corporation shall deliver to the
converting holder:

               (i)  a certificate or certificates representing the number of
shares of Common Stock issuable by reason of such conversion in such name or
names and such denomination or denominations as the converting holder has
specified; and

               (ii) a certificate representing any shares of Series A Preferred
which were represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which were not converted.

          (c)  The issuance of certificates for shares of Common Stock upon
conversion of Series A Preferred shall be made without charge to the holders of
such Series A Preferred for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such conversion and the related
issuance of shares of Common Stock.

          (d)  The Corporation shall not close its books against the transfer of
Series A Preferred or of Common Stock issued or issuable upon conversion of
Series A Preferred in any manner which interferes with the timely conversion of
Series A Preferred. The Corporation shall assist and cooperate (but the
Corporation shall not be required to expand substantial efforts or funds) with
any holder of Series A Preferred required to make any governmental filings or
obtain any governmental approval prior to or in connection with any conversion
of shares of Series A Preferred hereunder (including, without limitation, making
any filings required to be made by the Corporation).

          (e)  If any fractional interest in a share of Common Stock would,
except for the provisions of the subparagraph, be deliverable upon any
conversion of shares of

                                        5


a holder's Series A Preferred, the Corporation, in lieu of delivering the
fractional share therefore, shall pay an amount to the holder thereof equal to
an amount bearing the same ratio to the fair market value of a whole share of
Common Stock of the Corporation, as determined in good faith by the
Corporation's Board of Directors, as the fractional interest to which the
stockholder would otherwise be entitled bears to a whole share of Common Stock.

          (f)  The Corporation shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the conversion of the Series A Preferred, not less than the number
of shares of Common Stock issuable upon the conversion of all outstanding Series
A Preferred that may then be exercised. All shares of Common Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be reasonably necessary to ensure that all such
shares of Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately delivered by the Corporation upon
each such issuance).

     5.3. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Corporation at any
time subdivides (by any stock split, stock dividend. recapitalization or
otherwise) the outstanding shares of one or more classes of Common Stock into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision shall be proportionately decreased to account for such
subdivision, and if the Corporation at any time combines (by reverse stock split
or otherwise) the outstanding shares of one or more classes of Common Stock into
a smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

     5.4. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION MERGER OR SALE. In
connection with any Reorganization Event, the holders of Series A Preferred
shall thereafter have the right to acquire and receive, in lieu of the shares of
Common Stock immediately therefore acquirable and receivable upon the conversion
of such holder's Series A Preferred, such shares of stock, securities, cash or
other assets (or, if not practicably attainable, the reasonable equivalent
thereof) as such holder would have received in connection with such
Reorganization Event if such holder had converted its Series A Preferred
immediately prior to such Reorganization Event. The Corporation shall make
appropriate provisions to ensure that the requirements of the previous sentence
are effected.

     5.5. ADJUSTMENT OF PRICE UPON ISSUANCE OF COMMON STOCK.

     Until May 20, 2001, if and whenever the Corporation shall issue or sell, or
is, in accordance with subparagraphs 5.5(a) through 5.5(g), deemed to have
issued or sold, any shares of Common Stock or other equity securities of the
Corporation or any Option or Convertible Securities for a per share price less
than the applicable Conversion Price for the Series A Preferred immediately
prior to the time of such issue or sale (except for (A) shares issued in
connection with the conversion of Series A Preferred, (B) the issuance of shares
or

                                        6


options pursuant to an Option Plan, (C) the issuance of Common Stock or
securities convertible into Common Stock in connection with acquisitions or
affiliations approved by a majority of the Board of Directors which majority
includes the Series A Directors) then, forthwith upon such issue or sale (a
"Dilutive Financing "), the Conversion Price shall be reduced to the price at
which the Corporation issued or sold, or is deemed to have issued or sold the
shares of equity securities in the Dilutive Financing, After May 20, 2001, if
and whenever a Dilutive Financing shall occur, then, forthwith upon the Dilutive
Financing, the Conversion Price shall be reduced by MULTIPLYING the Conversion
Price in effect immediately before the issuance or sale by a fraction, the
numerator of which is the number of shares of Common Stock that are Outstanding
on an As-Converted Basis (as defined below) immediately before the Dilutive
Financing PLUS the number of shares of Common Stock that could be purchased at
the Conversion Price at the time of the Dilutive Financing for the aggregate
consideration paid or payable upon the sale or issuance of Common Stock or other
equity securities in the Dilutive Financing, and the denominator of which is the
number of shares of Common Stock that are Outstanding on an As-Converted Basis
immediately before the Dilutive Financing PLUS the number of shares that are
acquired or to be acquired upon the sale or issuance of the Common Stock and
other equity securities in the Dilutive Financing. For purposes of this Section,
"Outstanding on an As-Converted Basis" immediately before the Dilutive Financing
means the SUM OF (i) all Common Stock issued and outstanding on a fully diluted
basis (including shares issuable upon the exercise of all outstanding Options
and the conversion of all outstanding Convertible Securities) immediately before
the Dilutive Financing PLUS and (ii) all Common Stock that would be issued if
all Series A Preferred were converted hereunder immediately before the Dilutive
Financing

     For purposes of this Section 5.5., the following subparagraphs (a) to (g)
shall also be applicable:

          (a) ISSUANCE OF RIGHTS OR OPTIONS. In case at any time the Corporation
shall in any manner grant any warrants or other rights to subscribe for or to
purchase, or any options for the purchase of, Common Stock or any stock or
security convertible into or exchangeable for Common Stock (such warrants,
rights or options being called "Options" and such convertible or exchangeable
stock or securities being called "Convertible Securities") whether or not such
Options or the right to convert or exchange any such Convertible Securities are
immediately exercisable, and the price per share for which Common Stock is
issuable upon the exercise of such Options or upon the conversion or exchange of
such Convertible Securities (determined by dividing (i) the total amount, if
any, received or receivable by the Corporation as consideration for the granting
of such Options, plus the minimum aggregate amount of additional consideration
payable to the Corporation upon the exercise of all such Options, plus, in the
case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable upon the issue or
sale of such Convertible Securities and upon the conversion or exchange thereof
by (ii) the total maximum number of shares of Common Stock issuable upon the
exercise of all such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such (Options) shall be
less than the applicable Conversion Price for the Series A Preferred immediately
prior to the time of the granting of

                                        7


such Options or Convertible Securities, then the total maximum number of shares
of Common Stock issuable upon the exercise of such Options or upon conversion or
exchange of the total maximum amount of such Convertible Securities issuable
upon the exercise of such Options shall be deemed to have been issued for such
price per share as of the date of granting of such Options or the issuance of
such Convertible Securities and thereafter shall be deemed to be outstanding.
Except as otherwise provided in subparagraph (c), no further adjustment shall be
made to the Conversion Price by reason of the issuance of shares upon the
exercise of such Options.

          (b)  ISSUANCE OF CONVERTIBLE SECURITIES. In case the Corporation shall
in any manner issue or sell any Convertible Securities, whether or not the
rights to exchange or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is issuable upon
such conversion or exchange (determined by dividing (i) the total amount
received or receivable by the Corporation as consideration for the issue or sale
of such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof by (ii) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities)
shall be less than the applicable Conversion Price for the Series A Preferred
immediately prior to the time of such issue of sale, then the total maximum
number of shares of Common Stock issuable upon conversion or exchange of all
such Convertible Securities shall be deemed to have been issued for such price
per share as of the date of the issue or sale of such Convertible Securities and
thereafter shall be deemed to be outstanding, provided that except as otherwise
provided in subparagraph (c), no adjustment of any Conversion Price shall be
made upon the actual issue of such Common Stock upon conversion or exchange of
such Convertible Securities and if any such issue or sale of such Convertible
Securities is made upon exercise of any Options to purchase any such Convertible
Securities for which adjustments of any Conversion Price have been or are to be
made pursuant to other provisions of this Section 5.5., no further adjustment of
such Conversion Price shall be made by reason of such issue or sale.

          (c)  CHANGE IN OPTION PRICE OR CONVERSION RATE. Upon the happening of
any of the following events, namely, if the purchase price provided for in any
Option referred to in subparagraph (a), the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred
to in subparagraph (a) or (b), or the rate at which Convertible Securities
referred to in subparagraph (a) or (b) are convertible into or exchangeable for
Common Stock shall change at any time (including, but not limited to, changes
under or by reason of provisions designed to protect against dilution), the
applicable Conversion Price for the Series A Preferred at the time of such event
shall forthwith be readjusted to the Conversion Price which would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed purchased price, additional consideration or
conversion rate, as the case may be, at the time initially granted, issued or
sold, but in no event will the Conversion Price be readjusted to an amount
greater to the Conversion Price which would have been in effect had the Options
or Convertible Securities subject to the above described consideration changes
never been granted, issued or sold; and on the expiration or exchange of such
Option or Convertible Securities, the

                                        8


Conversion Price then in effect hereunder shall forthwith be increased to the
Conversion Price which would have been in effect at the time of such expiration
or termination had such Option or Convertible Securities, to the extent
outstanding immediately prior to such expiration or termination, never been
issued; PROVIDED, that any consideration which was actually received by the
Corporation in connection with the issuance or sale of such Options or
Convertible Securities shall be included in the readjustment computation even
though such Options or Convertible Securities shall have expired or terminated.

          (d)  CONSIDERATION FOR STOCK. In case any shares of Common Stock,
Options or Convertible Securities shall be issued or sold for cash, the
consideration received therefor shall be deemed to be the amount received by the
Corporation therefor, without deduction therefrom of any amounts paid or
receivable for accrued interest or accrued dividends and any expenses incurred
or any underwriting commissions or concessions paid or allowed by the
Corporation in connection therewith. In case any shares of Common Stock, Options
or Convertible Securities shall be issued or sold for a consideration other than
cash, the amount of the consideration other than cash received by the
Corporation shall be deemed to be the fair value of such consideration as
determined in good faith by the Board of Directors of the Corporation, without
deduction of any amounts paid or receivable for accrued interest or accrued
dividends and any expenses incurred or any underwriting commission or
concessions paid or allowed by the Corporation in connection therewith. In case
any Options shall be issued in connection with the issue and sale of other
securities of the Corporation, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the parties
thereto, such Options shall be deemed to have been issued for such consideration
as determined in good faith by the Board of Directors of the Corporation.

          (e) RECORD DATE. In case the Corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them (i) to receive a
dividend or other distribution payable in Common Stock, Options or Convertible
Securities or (ii) to subscribe for or purchase Common Stock Options or
Convertible Securities, then such record date shall be deemed to be the date of
the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such divided or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

          (f)  TREASURY SHARES. The disposition of any shares of Common Stock
owned or held by or for the account of the Corporation shall be considered an
issue or sale of Common Stock for the purpose of this Section 5.5., but while
held as Treasury Shares shall not be included in the number of shares of Common
Stock outstanding.

     5.6. NOTICES.

          (a)  Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Series A
Preferred,setting forth in reasonable detail and certifying the calculation of
such adjustment.

                                        9


          (b)  The Corporation shall give written notice to all holders of
Series A Preferred at least 10 business days prior to the date on which the
Corporation closes its books or fixes a record date (i) with respect to any
dividend or distribution upon Common Stock, (ii) with respect to any pro rata
subscription offer to holders of Common Stock or (iii) for determining rights to
vote with respect to any Liquidation or Reorganization Event.

     SECTION 6.     MANDATORY CONVERSION. Each share of Series A Preferred shall
automatically be converted into shares of Common Stock at the then effective
Conversion Price immediately prior to the closing of an underwritten public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock for the
account of the Corporation to the public resulting in gross proceeds to the
Corporation of not less than $25,000,000.

     SECTION 7.     REGISTRATION OF TRANSFER.

     The Corporation shall keep at its principal office a register for the
registration of issuance and transfers of Series A Preferred. Upon the surrender
of any certificate representing Series A Preferred at such place, the
Corporation shall, at the request of the record holder of such certificate,
execute and deliver (at the Corporation's expense) a new certificate or
certificates in exchange therefor representing in the aggregate the number of
shares of Series A Preferred represented by the surrendered certificate. Each
such new certificate shall be registered in such name and shall represent such
number of shares of Series A Preferred as is requested by the holder of the
surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and dividends shall accrue on the Series A Preferred
represented by such new certificate from the date to which dividends have been
fully paid on such Series A Preferred represented by the surrendered
certificate.

     SECTIONS 8.    REPLACEMENT.

     Upon receipt of evidence reasonably satisfactory to the Corporation (an
affidavit of the registered holder shall be satisfactory) of the ownership and
the loss, theft, destruction or mutilation of any certificate evidencing shares
of Series A Preferred, and in the case of any such loss, theft or destruction,
upon receipt of indemnity reasonably satisfactory to the Corporation (provided
that if the holder is a financial institution or other institutional investor,
its own agreement shall be satisfactory), or, in the case of any such mutilation
upon surrender of such certificate, the Corporation shall (at its expense)
execute and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of Series A Preferred represented by such
lost, stolen destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate, and dividends shall accrue on the
Series A Preferred represented by such new certificate from the date to which
dividends have been fully paid on the shares of Series A Preferred represented
by such lost, stolen, destroyed or mutilated certificate.

                                       10


     SECTION 9.     NOTICES.

Except as otherwise expressly provided hereunder, all notices referred to herein
shall be in writing and shall be delivered by registered or certified mail,
return receipt requested and postage prepaid, or by overnight courier service,
charges prepaid, and shall be deemed to have been given when so mailed or sent
(a) to the Corporation, at its principal executive offices and (b) to any
stockholder, at such holder's address as it appears in the stock records of the
Corporation (unless otherwise indicated by any such holder).

                                       11


Pathology Consultants of America, Inc.

Board of Directors



      Name                                        Business Address
- ---------------------------    ------------------------------------------------------
                            
Brian C. Carr                  20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Haywood D. Cochrane, Jr.       20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Frederick L. Bryant            20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Jack Tyrrell                   20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Benjamin F. Martin             20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Robert Brangle                 20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Harold Ferrell                 20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Michael Puschak                20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215
Thomas McC. Chesney            20 Burton  Hills Blvd., Suite 400, Nashville, TN 37215




                          ARTICLES OF AMENDMENT TO THE
                          AMENDED AND RESTATED CHARTER
                    OF PATHOLOGY CONSULTANTS OF AMERICA, INC.

     Pursuant to the applicable provisions of the Tennessee Business Corporation
Act, the undersigned adopts the following Articles of Amendment (the "Articles")
to the Amended and Restated Charter of Pathology Consultants of America, Inc.
(the "Corporation")

     1.   The name of the Corporation is PATHOLOGY CONSULTANTS OF AMERICA, INC.

     2.   The amendment adopted is

          Section 5.1 of the Amended and Restated Charter is deleted in its
     entirety and the following is inserted in its place.

          Section 5.2 Total Number of Shares. The total number of shares of all
     classes of capital stock ("Shares") which the Corporation shall have the
     authority to issue is fifty million (50,000,000) consisting of the
     following classes:

               (a)  40,000,000 Shares of common stock $.01 par value par share
     with unlimited voting rights ("Common Stock") and

               (b)  10,000,000 Shares of preferred stock $.01 par value per
     share ("Preferred Stock")

     3.   The amendment to the Amended and Restated Charter set forth herein was
duly adopted by the Board of Directors of the Corporation on April 14, 2000 and
duly adopted by the stockholders of the Corporation on June 30, 2000.

     4.   The Amendment is to be effective [ILLEGIBLE] at the Tennessee
[ILLEGIBLE] of State.

                          [Signature on following page]



IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be
duly executed this 30th day of June, 2000.

                                          PATHOLOGY CONSULTANTS OF AMERICA, INC.


                                          By: /s/ Brian C. Carr
                                              ----------------------------------
                                              Brian C. Carr
                                              Chief Executive Officer

                                      - 2 -


                               ARTICLES OF MERGER

                                       OF

                    AMP MERGER CORP., A TENNESSEE CORPORATION

                                  WITH AND INTO

         PATHOLOGY CONSULTANTS OF AMERICA, INC., A TENNESSEE CORPORATION

     Pursuant to Section 48-21-107 of the Tennessee Business Corporation Act
(the "TBCA"), AMP MERGER CORP., a Tennessee corporation ("Merger Corp.") and
PATHOLOGY CONSULTANTS OF AMERICA, INC., a Tennessee corporation d/b/a Inform DX
("IDX") hereby execute and adopt the following Articles of Merger for the
purpose of merging Merger Corp. with and into IDX (the "Merger") pursuant to the
terms of that certain Agreement and Plan of Merger dated as of November 7, 2000
the ("Merger Agreement") among AmeriPath Inc. a Delaware corporation ("AMP")
Merger Corp and IDX. Merger Corp is a wholly owned subsidiary of AMP.

     FIRST: The plan of merger for the Merger is as set forth on Exhibit A
attached hereto (the "Plan of Merger") which Plan of Merger is hereby
incorporated into these Articles of Merger.

     SECOND: The Merger Agreement (including the Plan of Merger, which is
contained therein was required to be adopted by the shareholders of IDX and was
duly approved by the affirmative vote of the required percentage of all votes
entitled to be cast thereon by the shareholders of IDX (which approval was made
by a majority of such votes).

     THIRD: The Merger Agreement (including the Plan of Merger, which is
contained therein was required to be adopted by the shareholders of Merger Corp
and was duly approved by the affirmative vote of the required percentage of all
votes entitled to be cast thereon by the shareholders of Merger Corp (which
approval was made by all of such votes by the sole shareholders of Merger Corp).

     FOURTH: The Merger Agreement (including the Plan of Merger, which is
contained therein and the consummation of the transactions contemplated thereby
were duly adopted by all corporate action on the part of AMP as required under
its Certificate of Incorporation and Bylaws and the Delaware General Corporation
Law.

                     [signatures are on the following page]



     IN WITNESS WHEREOF, each of IDX and Merger Corp have caused these Articles
of Merger to be signed in their respective corporate names and on their behalf
by an authorized officer, on this 30 day of November, 2000.


                                       AMP MERGER CORP.


                                       By: /s/ Robert P. Wynn
                                           -------------------------------------
                                           Robert P. Wynn, President


                                       PATHOLOGY CONSULTANTS OF AMERICA, INC.


                                       By: /s/ Brian C. Carr
                                          --------------------------------------
                                          Brian C. Carr, Chief Executive Officer

                                      - 2 -


                                    EXHIBIT A

                                 PLAN OF MERGER

     This plan of Merger has been duly approved and adopted in accordance with
the requirements of the Tennessee Business Corporation Act (the "TBCA"), by AMP
MERGER CORP., a Tennessee corporation ("Merger Corp"), PATHOLOGY CONSULTANTS OF
AMERICA, INC., a Tennessee corporation d/b/a Inform DX ("IDX"), and AmeriPath
Inc, a Delaware corporation ("AMP") for the purpose of merging Merger Corp with
and into IDX, the ("Merger"), pursuant to the terms of that certain Agreement
and Plan of Merger dated as of November 7, 2000 (the "Merger Agreement"), among
AMP, Merger Corp and IDX.

     SECTION 1.

     1.1  MERGER AND EFFECTIVE TIME. Upon the filing of these Articles of Merger
with the Secretary of State of the State of Tennessee (such time being the
"Effective Time" Merger Corp. shall be merged with and into IDX in accordance
with the applicable provisions of the TBCA, and the separate corporate existence
of Merger Corp shall thereupon cease. IDX shall be the Surviving Corporation
resulting from the Merger and shall become a wholly owned Subsidiary of AMP and
shall continue to be a corporation organized under the TBCA. The Merger is
subject to the terms and conditions of these Articles of Merger and the Merger
Agreement.

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

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

     1.3  OFFICERS AND DIRECTORS. Until successors are duly elected or appointed
and qualified, the directors and officers of the Surviving Corporation shall be
those individuals listed on EXHIBIT B to these Articles of Merger.

     1.4  CONVERSION OF SHARES. Subject to the provisions of these Articles of
Merger and the Merger Agreement, at the Effective Time, by virtue of the Merger
and without any action on the part of IDX, Merger Corp or AMP, the shares of the
constituent corporations of the Merger shall be converted as follows:

          (a)  Each share of Merger Corp's common stock issued and outstanding
at the Effective Time shall cease to be outstanding and shall (after giving
effect to Section 1.4(b) below) be converted into one share of IDX's common
stock, par value $.01 per share.

          (b)  Subject to Section 1.8 below, each share of IDX's common stock,
par value $.01 per share ("IDX Common Stock"), issued and outstanding at the
Effective Time (other than shares held by dissenters, which shall be addressed
as provided in Section 1.8 below)

                                      - 3 -


shall be converted into the right to receive 0.08033 shares (the "EXCHANGE
RATIO") of AMP's common stock, par value $.01 per share ("AMP Common Stock"),
(such shares of AMP Common Stock to be issued under this paragraph (b) are
sometimes referred to herein as the "MERGER CONSIDERATION"). As of the Effective
Time, all such shares of IDX Common Stock shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist, and each
holder of a certificate representing any such shares of IDX Common Stock shall
cease to have any rights with respect thereto, excepting solely the right to
receive the Merger Consideration relating thereto.

     1.5  SHARES HELD BY IDX. Each share of IDX Common Stock held in treasury by
IDX (if any) shall be canceled and retired at the Effective Time, and no
consideration shall be issued in exchange therefor.

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

     1.7  CONVERSION OF STOCK OPTION, WARRANTS AND OTHER STOCK RIGHTS. Rights to
purchase or acquire shares of IDX Common Stock pursuant to stock options or
warrants or other obligations of IDX outstanding at the Effective time, if any,
shall be adjusted and converted into rights to purchase or acquire shares of AMP
Common Stock in the manner and pursuant to the terms provided in the Merger
Agreement.

     1.8  DISSENTING STOCKHOLDERS. If any holder of IDX Common Stock shall
exercise and successfully perfect (as determined by a court of competent
jurisdiction dissenter's rights legally available under the TBCA (any such
holder of IDX Common Stock being hereinafter referred to a "Dissenting
Stockholder"), then such Dissenting Stockholder shall be entitled to receive the
value of his, her or its shares of IDX Common Stock in cash as determined
pursuant to the TBCA; provided that no such payment shall be made to any such
Dissenting Stockholder unless and until such Dissenting Stockholder has complied
with all applicable provisions of the TBCA and surrendered to IDX all
certificates representing the shares for which such payment is being sought. In
the event that after the Effective Time a Dissenting Stockholder withdraws or
loses his, her or its rights to dissent and obtain payment for his, her or its
shares, AMP shall issue and deliver in accordance with Section 2 of this Plan of
Merger the consideration to which such Dissenting Stockholder would otherwise be
entitled under Section 1 of this Plan of Merger as if such Person was not a
Dissenting Stockholder (without interest) upon surrender by such Dissenting
Shareholder of all certificates representing all shares of IDX's Common Stock
held by such Dissenting Shareholder.

                                      - 4 -


     1.9  ESCROW OF MERGER CONSIDERATION.

          (a)  As provided in and subject to the terms of Section 2 of this Plan
of Merger and Article 4 of the Merger Agreement, immediately after the Effective
Time, each holder of shares of IDX Common Stock at the Effective Time shall be
entitled to receive certificates representing 90% of the shares of AMP Common
Stock into which his shares of IDX Common Stock are converted pursuant to
Section 1.4(b) above, and certificates representing the remaining 10% of the
shares of AMP Common Stock into which each holder's shares of IDX Common Stock
were converted pursuant to Section 1.4(b) above (the "Escrow Shares") shall be
deposited in escrow as provided in Section 3.7 of the Merger Agreement and shall
be held by an escrow agent as provided therein (the "Escrow Agent"), and
disposed of in accordance with the terms of the Merger Agreement and the Escrow
Agreement entered into pursuant to the terms of Merger Agreement (the "Escrow
Agreement").

          (b)  For the purposes of securing the indemnification obligations of
IDX under the Merger Agreement and for purposes of adjusting the Merger
Consideration pursuant to the terms of Section 8.17 of the Merger Agreement, AMP
shall deliver to the Escrow Agent a certificate (issued in the name of the
escrow agent or its nominee) representing the Escrow Shares. The Escrow Shares
shall be held and disbursed solely in accordance with the terms of the Escrow
Agreement and the Merger Agreement.

     SECTION 2.

     2.1  DEPOSIT OF CERTIFICATES WITH TRANSFER AGENT. AMP shall deposit with
its stock transfer agent, American Stock Transfer & Trust Co. (the "Exchange
Agent") stock certificates to be issued by the Exchange Agent representing the
number of whole shares of AMP Common stock issuable pursuant to Section 1 of
this Plan of Merger in exchange for shares of IDX Common Stock. AMP shall also
make available to the transfer agent, from time to time as required after the
Effective Time, cash necessary to pay dividends and distributions in accordance
with this Section 2, if any. Any certificates of AMP Common Stock and cash
deposited with the Exchange Agent as provided herein shall be referred to as the
"Exchange Fund".

     2.1  EXCHANGE PROCEDURES. As soon as reasonably practicable after the
Effective Time, the Exchange Agent shall mail to each shareholder whose shares
of IDX Common Stock were converted into the Merger Consideration
("Shareholders") pursuant to Section 1.4(b) above. (i) a letter of transmittal
for use by Shareholders to deliver stock certificates for IDX Common Stock to
the Exchange Agent and (ii) instructions for use in effecting the surrender of
the certificates in exchange for the Merger Consideration. Upon surrender of
proper certificate(s) for shares of IDX Common Stock for cancellation to the
Exchange Agent, together with such letter of transmittal, duly executed, and
such other documents as may reasonably be required by the Exchange Agent, the
holder of such certificate shall be entitled to receive in exchange therefor an
AMP certificate representing that number of whole shares of AMP Common Stock
that such holder has the right to receive pursuant to the provisions of Section
1 above (and subject to the reservation of shares in escrow pursuant to Section
1.9 above), and the

                                      - 5 -


certificate so surrendered shall forthwith be cancelled. Until surrendered to
the Exchange Agent as contemplated by this Section 2 each Shareholder's
certificate for IDX Common Stock shall be deemed at any time after the Effective
Time to represent only the right to receive, upon such proper surrender to the
Exchange Agent, the Merger Consideration that the holder hereof has right to
receive pursuant to the provisions of this Agreement. No interest will be paid
or will accrue on any cash payable to holders of certificates pursuant to the
provisions of this Section 2.

     AMP shall not be obligated to deliver the consideration to which any
Shareholder is entitled as a result of the Merger until such holder surrenders
his or her certificate or certificates representing the shares of IDX Common
Stock for exchange as provided in this Section 2 or such holder provides an
appropriate affidavit regarding loss of such certificate and an indemnification
in favor of AMP pursuant to Section 2.8 hereof. All certificates representing
shares of AMP Common Stock shall bear the appropriate "restricted stock legend"
evidencing that such shares have not been registered under the Securities Act,
and such other legends as provided in Section 8.13 of the Merger Agreement.

     2.2  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. No dividends or
other distributions with respect to AMP Common Stock with a record date after
the Effective Time shall be paid to the holder of any unsurrendered certificate
with respect to the shares to AMP Common Stock represented thereby, and all such
dividends and other distributions shall be paid by AMP to the Exchange Agent and
shall be included in the Exchange Fund, in each case until the surrender of such
certificate in accordance with this Section 2. Subject to the effect of
applicable escheat or similar laws following surrender of any such certificate,
there shall be paid to the holder of the certificate representing whole shares
of AMP Common Stock issued in exchange therefor, without interest, at the time
of such surrender, the amount of dividends or other distribution with a record
date after the Effective Time therefore paid with respect to such whole shares
of AMP Common Stock and at the appropriate payment date, the amount of dividends
or other distributions with a record date after the Effective Time but prior to
such surrender and with a payment date subsequent to such surrender payable with
respect to such whole shares of AMP Common Stock. AMP shall make available to
the Exchange Agent cash for these purposes.

     2.3  RIGHTS OF FORMER IDX OWNERS. At the Effective Time, the stock transfer
books of IDX shall be closed and no transfer of IDX Common Stock by any such
Shareholder shall thereafter be made or recognized. Until surrendered in
accordance with the provisions of this Section 2, each certificate therefore
representing shares of IDX Common Stock other than shares to be canceled
pursuant to Section 1.5 hereof) shall from and after the Effective Time
represent for all purposes only the right to receive the consideration provided
in Section 1.4 in exchange therefore.

     2.4  NO FUNCTIONAL SHARES. No certificates or scrip representing fractional
shares of AMP Common Stock shall be issued upon the surrender for exchange of
certificates, no dividend or distribution of AMP Common Stock shall relate to
such fractional share interests and such fractional share interests will not
entitle the owner thereof to vote or to any rights of a

                                      - 6 -


stockholder of AMP. The procedure with respect to fractional shares is set forth
in Section 1.6 hereof.

     2.5 TERMINATION OF EXCHANGE FUND. Any portion of the Exchange fund that
remains undistributed to the holders of the certificates for six months after
the Effective Time shall be delivered to AMP and any holders of the certificates
who have not therefore complied with this Section 2 shall thereafter look only
to AMP for payment to their claim for Merger Consideration and any dividends or
distributions with respect to AMP Common Stock.

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

     2.7  INVESTMENT OF EXCHANGE FUND. The Exchange Agent shall invest any cash
included in the Exchange Fund as directed by AMP. Any interest and other income
resulting from such investments shall be paid to AMP.

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

     2.9  WITHHOLDING RIGHTS. AMP shall be entitled to deduct and withhold from
the consideration otherwise payable pursuant to this Plan of Merger to any
holder of shares of AMP Common Stock such amounts as it is required to deduct
and withhold, (if any) with respect to the making of such payment (if any) under
the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder, or any provision of state, local or foreign tax law. To
the extent that amounts are so withheld by AMP such withheld amounts shall be
treated for all purposes of this Plan of Merger as having been paid to the
holder of the shares of IDX Common Stock in respect of which deduction and
withholding was made by AMP.

     2.10 FURTHER ASSURANCES. At and after the Effective Time, the officers and
directors of AMP and the Surviving Corporation shall be authorized to execute
and deliver, in the name and on behalf of IDX or Merger Corp. any deeds, bills
of sale, assignments or assurances and to take

                                      - 7 -


and do, in the name and on behalf of IDX or Merger Corp. any other actions and
things to vest perfect of confirm of record or otherwise in the Surviving
Corporation any and all right, title and interest in, to and under any of the
rights, properties or assets acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with the Merger.

                                      - 8 -


                                    EXHIBIT B

                 DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

DIRECTORS*

James C. New
Robert P. Wynn

OFFICERS*

Brian C. Carr        President
James E. Billington  Vice President
Robert P. Wynn       Vice President, Secretary and Treasurer
Alan Levin M.D.      Vice President

ADDRESS OF DIRECTORS AND OFFICERS The business address of each of the officers
and directors listed above is c/o Ameripath, Inc., 7289 Garden Road, Suite 200
Riviera Beach, Florida 33404

                                      - 9 -


                               BOARD OF DIRECTORS

NAME                     BUSINESS ADDRESS

James C. New             7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

Alan Levin, MD           7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

E. Martin Gibson         7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

Brian C. Carr            7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

E. Roe Stamps, IV        7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

C. Arnold Renschler, MD  7289 Garden Rd., Suite 200 Riviera Beach, Fl   33404

EX-3.104

                                                                   EXHIBIT 3.104

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

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

                     PATHOLOGY CONSULTANTS OF AMERICA, INC.
                           AMENDED AND RESTATED BYLAWS

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


                                                       Adopted on August l, 2000

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



                     PATHOLOGY CONSULTANTS OF AMERICA, INC.
                           AMENDED AND RESTATED BYLAWS

                                TABLE OF CONTENTS


                                                                                             Page
                                                                                             ----
                                                                                       
ARTICLE I           OFFICES................................................................     1
     Section 1.1    Principal and Registered Office........................................     1
     Section 1.2    Other Offices..........................................................     1

ARTICLE II          MEETINGS OF SHAREHOLDERS...............................................     1
     Section 2.1    Location...............................................................     1
     Section 2.2    Annual Meetings........................................................     1
     Section 2.3    Notice of Annual Meetings..............................................     1
     Section 2.4    Special Meetings.......................................................     1
     Section 2.5    Notice of Special Meetings.............................................     1
     Section 2.6    Business of Special Meetings...........................................     2
     Section 2.7    Shareholder List.......................................................     2
     Section 2.8    Quorum.................................................................     2
     Section 2.9    Action by Shareholders.................................................     2
     Section 2.10   Voting.................................................................     2
     Section 2.11   Waiver of Notice.......................................................     2
     Section 2.12   Action Without a Shareholders' Meeting.................................     2

ARTICLE III         BOARD OF DIRECTORS.....................................................     3
     Section 3.1    General Powers; Number, Tenure and Qualifications......................     3
     Section 3.2    Vacancies..............................................................     3
     Section 3.3    Location of Meetings...................................................     3
     Section 3.4    Organizational Meetings................................................     3
     Section 3.5    Regular Meetings.......................................................     3
     Section 3.6    Special Meetings.......................................................     3
     Section 3.7    Meetings by Conference Telephone, etc..................................     3
     Section 3.8    Quorum.................................................................     3
     Section 3.9    Action Without a Meeting...............................................     4
     Section 3.10   Committees.............................................................     4
     Section 3.11   Committee Minutes and Reports..........................................     4
     Section 3.12   Compensation...........................................................     4
     Section 3.13   Transactions with Directors, etc.......................................     4
     Section 3.14   Removal of Directors...................................................     5

ARTICLE IV          NOTICES................................................................     5
     Section 4.1    Manner of Giving Notice................................................     5
     Section 4.2    Waiver of Notice.......................................................     5

ARTICLE V           OFFICERS...............................................................     5
     Section 5.1    Officers, Elections, Terms.............................................     5
     Section 5.2    Duties of the Chairman of the Board....................................     5
     Section 5.3    Duties of the Chief Executive Officer..................................     6
     Section 5.4    Duties of the President................................................     6
     Section 5.5    Vice Presidents........................................................     6






                                                                                             Page
                                                                                             ----
                                                                                       
     Section 5.6    Treasurer..............................................................     7
     Section 5.7    Assistant Treasurer....................................................     7
     Section 5.8    Secretary..............................................................     7
     Section 5.9    Assistant Secretaries..................................................     7
     Section 5.10   Compensation...........................................................     7
     Section 5.11   Other Officers.........................................................     7
     Section 5.12   Vacancies..............................................................     8
     Section 5.13   Removal of Officers....................................................     8

 ARTICLE VI         CONTRACTS, CHECKS, BANK ACCOUNTS, ETC..................................     8
     Section 6.1    Contracts, etc., How Executed..........................................     8
     Section 6.2    Checks, Drafts, etc....................................................     8
     Section 6.3    Deposits...............................................................     8
     Section 6.4    General and Special Bank Accounts......................................     8

 ARTICLE VII        SHARES.................................................................     9
     Section 7.1    Certificates for Shares................................................     9
     Section 7.2    Transfer of Shares.....................................................     9
     Section 7.3    Regulations............................................................     9
     Section 7.4    Date for Determining Shareholders of Record............................     9
     Section 7.5    Lost, Destroyed and Mutilated Certificates.............................    10
     Section 7.6    Examination of Books by Shareholders...................................    10

ARTICLE VIII        INDEMNIFICATION........................................................    10
     Section 8.1    Definitions and References.............................................    10
     Section 8.2    Indemnification of and Advancement of Expenses to Directors                10
     Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees
                    and Agents.............................................................    11
     Section 8.4    Liability Insurance....................................................    11
     Section 8.5    Contract Rights........................................................    11
     Section 8.6    Non-exclusivity........................................................    11
     Section 8.7    Amendments.............................................................    11
     Section 8.8    Severability...........................................................    11

ARTICLE IX          WAIVER OF NOTICE.......................................................    12

ARTICLE X           SEAL...................................................................    12

ARTICLE XI          FISCAL YEAR............................................................    12

ARTICLE XII         AMENDMENTS.............................................................    12


                                     - ii -


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

                     PATHOLOGY CONSULTANTS OF AMERICA, INC.

                           AMENDED AND RESTATED BYLAWS

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

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman, the Chief Executive Officer, the President, or a
majority of the Board of Directors, or upon the written request of the holders
of at least 10% of all of the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting. Such request by the shareholders
shall state specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a

                                      - 2 -


meeting, without prior notice and without a vote, upon the affirmative vote of
the number of shares that would be necessary to authorize or take such action at
a meeting, provided that all shareholders entitled to vote on the action consent
to taking such action without a meeting. The consent(s) must be in writing,
setting forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the Chief Executive Officer, the President, or any two
directors on 24 hours' personal, telephonic, telegraphic, facsimile or written
notice to each director. Any notice or waiver thereof of a special meeting,
whether personal, telephonic, telegraphic or written, need not include a
statement of the business to be transacted at, nor the purposes of, such special
meeting except as expressly required by statute, the Corporation's Charter or
these Bylaws. Meetings of any committee of the Board may be called by the
Chairman, the Chief Executive Officer, the President or by the chairman of the
committee, at any time upon personal, telephonic, telegraphic or written notice
to each member of such committee and need not include a statement of the
business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other

                                      - 3 -


simultaneously. Participation by such means shall constitute presence in person
at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may otherwise
specifically be provided by statute, the Charter or these Bylaws. If a quorum is
not present at any meeting of the Board, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

               (a)  The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or

                                      - 4 -


committee authorized, approved or ratified the transaction by the affirmative
vote of a majority of the disinterested directors on the Board or the committee,
even though the disinterested directors are less than a quorum; or

               (b)  The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was authorized, approved or ratified by
     the vote of the disinterested holders of a majority of the shares entitled
     to vote thereon; or

               (c)  The transaction was fair as to the Corporation.

     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a Chief Executive Officer, a President and a Secretary. The Board may
also elect a Chairman of the Board, a Treasurer and one or more Vice Presidents,
Assistant Treasurers, Assistant Secretaries and such other officers as the Board
may from time to time deem proper. The Corporation's officers shall be elected
annually by the Board at its regular annual organizational meeting to serve for
a term of one year and until their respective successors are elected and
qualified. If the officers or any of them for any reason should not be elected
at the regular annual meeting of the Board, they may be elected at any regular
or special meeting of the Board. Any person may hold two or more of the offices
in the Corporation, except the same person may not serve as President and
Secretary (or Assistant Secretary). The Board may in is discretion designate one
or more of the Vice Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation,

                                      - 5 -


all certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the Chief
Executive Officer.

     SECTION 5.3    DUTIES OF THE CHIEF EXECUTIVE OFFICER. The Chief Executive
Officer shall be responsible for all of the operations of the Corporation, and
shall report to the Board.

     The Chief Executive Officer shall be responsible to the Chairman and to the
Board and shall see that all orders and resolutions of the Board are carried
into effect. He shall, under the direction of the Board, have general
supervision and direction of the other officers, employees and agents of the
Corporation and shall see that their duties, as assigned by the Board, are
properly performed. He shall designate and assign the duties of the officers
under his supervision, with the approval of the Board or at their direction.

     The Chief Executive Officer shall have authority to execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation; he shall have power to endorse, when sold, assigned, transferred or
otherwise disposed of by the Corporation, all certificates for shares, bonds or
other securities or evidences of indebtedness issued by other corporations,
associations, trusts, whether public or private, or by any government or agency
thereof, and owned or held by the Corporation and to make, execute and deliver
all instruments or assignments or transfers of any such stocks, bonds or other
securities. In the absence of the Chairman of the Board, the Chief Executive
Officer shall have authority to do any and all things delegated to the Chairman
of the Board by the Board or by any committee of the Board having authority.

     The Chief Executive Officer shall have general authority over the
Corporation's business and shall have such other powers and perform such other
duties as the Board may from time to time prescribe.

     The Chief Executive Officer will perform all of the duties and have all of
the authority of the Chairman of the Board in the absence of the Chairman of the
Board, or in the event a Chairman is not elected.

     SECTION 5.4    DUTIES OF THE PRESIDENT. The President, together with the
Chief Executive Officer, shall have general authority over the Corporation's
business and shall have such other powers and perform such other duties as the
Board may from time to time prescribe.

     SECTION 5.5    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
Chief Executive Officer, perform the duties and exercise the powers of said
officers, and shall perform such other duties and exercise such other powers as
the Board, the Chairman of the Board or the Chief Executive Officer may
prescribe. One or more vice presidents may be designated by the Board as either
"Executive Vice President" or "Senior Vice President."

                                      - 6 -


     SECTION 5.6    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.7    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the Chief Executive Officer, the President, the Treasurer or the Board.
At the request of the Treasurer, or in case of his absence or inability to act,
any Assistant Treasurer may act in his place.

     SECTION 5.8    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.9    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the Chief Executive Officer, the President, the Secretary or the
Board. At the request of the Secretary, or in case of his absence or inability
to act, any Assistant Secretary may act in his place.

     SECTION 5.10   COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.11   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, the Chief Executive Officer or the
President acting under authority delegated them by the Board.

                                      - 7 -


     SECTION 5.12   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.13   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI
                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or to any amount. In
general, absent specific authorization of the Board of Directors, and then only
for the specific purposes and time set forth by the Board, no Treasurer,
Secretary, Assistant Secretary or Assistant Treasurer may enter into any
contract or instrument on behalf of the Corporation without the signature of the
Chief Executive Officer, the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the Chief Executive Officer, the
President, or any other officer or officers authorized by the Board shall direct
in such banks, trust companies or other depositories as may be selected by the
Chairman of the Board, the Chief Executive Officer, the President or any other
officer or officers or agents or agents to whom power in that respect shall have
been delegated by the Board. For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned and delivered by such officer or officers or agent or
agents as shall be determined by the Chairman of the Board, the Chief Executive
Officer, the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the Chief Executive Officer, the President or any other officer or
officers designated by the Board may from time to time authorize the opening and
keeping of general and special bank accounts with such banks, trust companies or
other depositories as may be selected by the Board. The Board may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as it may deem expedient.

                                      - 8 -


                                   ARTICLE VII
                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the Chief Executive Officer, the President or an
Executive Vice President or a Vice President, and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary. The signature of
any such officer may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
such certificate shall cease to be such officer, transfer agent or registrar,
before such certificate shall have been issued by the Corporation, such
certificate may nevertheless be issued by the Corporation with the same effect
as if such person were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the shares represented by certificates, respectively, and
the respective dates thereof, and, in case of cancellation, the respective dates
of cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be cancelled, and a new certificate or certificates shall not
be issued in exchange for any existing certificates until such existing
certificate shall have been so cancelled, except in cases otherwise provided for
in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman, the Chief Executive Officer, or the
President to appoint, one or more transfer agents and one or more registrars,
and may require all certificates for shares of the Corporation to bear the
signature or signatures of any such transfer agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

               (a)  In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of

                                      - 9 -


     business on the day on which notice is given, or, if notice is waived, at
     the close of business on the day on which the meeting is held, or, in the
     case of a distribution (other than one involving the repurchase or
     reacquisition of shares), the day on which the Board authorizes such
     distribution. A determination of shareholders of record entitled to notice
     of or to vote at a meeting of shareholders shall apply to any adjournment
     of such meeting; PROVIDED, HOWEVER, that the Board may fix a new record
     date for the adjourned meeting and must fix a new record date if the
     meeting is adjourned to a date more than four months after the date for the
     original meeting.

               (b)  If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or certificates for shares, upon the surrender of the mutilated
certificate, or in case of loss or destruction of the certificate, upon proof
satisfactory to the Board of such loss or destruction, and the Board or its
delegate may, in its discretion, require the owner of the lost, destroyed or
mutilated certificate, or his legal representatives, to give the Corporation a
bond, in such sum and with such surety or sureties as it may direct, or to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, destruction or mutilation of any such certificate
or the issuance of such new certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its

                                     - 10 -


directors under Part 5 of Chapter 18 of the Act, as amended from time to time,
other than the provisions of Section 48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnities furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer, employee, or
agent, whether or not the Corporation would have power to indemnify or advance
expenses to him or her against the same liability under this Article or under
Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such)
the right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act, shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                     - 11 -


                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts .and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                     - 12 -

EX-3.105

                                                                   EXHIBIT 3.105

                                                           STATE OF DELAWARE
                                                          SECRETARY OF  STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED O4:3O PM 07/13/2000
                                                          001357105 - 2854589

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                PATHSOURCE, INC.

     PathSOURCE, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

     1.   The name of the corporation is PathSOURCE, Inc. The original
Certificate of Incorporation of PathSOURCE, Inc. was filed with the Secretary of
the State of Delaware on February 3, 1998 under the name "PathCor, Inc."

     2.   Pursuant to Sections 242 and 245 of the Delaware General Corporation
Law this Amended and Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation, a amended, of PathSOURCE, Inc. This Amended and Restated
Certificate of Incorporation was duly adopted by the Board of Directors and the
sole stockholder of the corporation in accordance with Sections 242 and 245 of
the Delaware General Corporation Law.

     3.   The text of the Amended and Restated Certificate of Incorporation a
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:

                                    ARTICLE 1
                                      NAME

     The name of the corporation is PathSOURCE, Inc. (the "Corporation").

                                    ARTICLE 2
                           REGISTERED OFFICE AND AGENT

     The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The registered agent of the
Corporation at such address is The Corporation Trust Company.

                                    ARTICLE 3
                               PURPOSE AND POWERS

     The purpose of this Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (the "Delaware General Corporation Law"). The Corporation
shall have all powers that may now or hereafter be lawful for a corporation to
exercise under the Delaware General Corporation Law.



                                    ARTICLE 4
                                  CAPITAL STOCK

     4.1  AUTHORIZED SHARES

     The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is one thousand (1,000), all of which shall be
Common Stock, par value $0.01 per share ("Common Stock").

     4.2  COMMON STOCK

          4.2.1 RELATIVE RIGHTS

          Each share of Common Stock shall have the same relative rights as and
be identical in all respects to all other shares of Common Stock.

          4.2.2 DIVIDENDS

          Dividends may be paid on Common Stock out of any assets legally
available for the payment of dividends thereon, but only when and as declared by
the Board of Directors of the Corporation.

          4.2.3 DISSOLUTION, LIQUIDATION OR WINDING UP

          In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled to participate in the distribution of any assets of the Corporation
remaining after the Corporation shall have paid, or provided for payment of, all
debts and liabilities of the Corporation.

          4.2.4 VOTING RIGHTS

          The holders of Common Stock shall be entitled to vote on each matter
on which the stockholders of the Corporation shall be entitled to vote
(including, without limitation, the election of one or more directors), and each
such holder shall be entitled to one vote for each share of Common Stock held by
such holder.

                                    ARTICLE 5
                               BOARD OF DIRECTORS

     5.1  NUMBER; ELECTION

     The number of directors of the Corporation shall be such number as from
time to time shall be fixed by, or in the manner provided in, the bylaws of the
Corporation. Unless and except to the extent that the bylaws of the Corporation
shall otherwise require, the election of directors of the Corporation need not
be by written ballot. Except as otherwise provided in

                                      - 2 -


this Certificate of Incorporation, each director of the Corporation shall be
entitled to one vote per director on all matters voted or acted upon by the
Board of Directors.

     5.2  MANAGEMENT OF BUSINESS AND AFFAIRS OF THE CORPORATION

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.

     5.3  LIMITATION OF LIABILITY

     No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duly of loyalty to the Corporation
or its stockholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (c) under Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which the director derived an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this Article 5.3 shall be
prospective only and shall not adversely affect any right or protection of, or
any limitation on the liability of, a director of the Corporation existing at,
or arising out of the facts or incidents occurring prior to, the effective date
of such repeal or modification. For purposes of this Article 5.3, "fiduciary
duty as a director" also shall include any fiduciary duty arising out of serving
at the Corporation's request as a director of another corporation, partnership,
limited liability company, joint venture or other enterprise, and "liable to the
Corporation or its stockholders" also shall include any liability to such other
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, and any liability to the Corporation in its capacity as a
security holder, joint venturer, partner, member, beneficiary, creditor, or
investor of or in any such other corporation, partnership, limited liability
company, joint venture, trust or other enterprise.

                                    ARTICLE 6
                            COMPROMISE OR ARRANGEMENT

     Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in

                                      -3 -


value of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, agree to any
compromise or arrangement and to any reorganization of this Corporation as a
consequence of such compromise or arrangement the said compromise or arrangement
and the said reorganization shall, if sanctioned by the court to which the said
application to been made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this Corporation, as
the case may be, and also on this Corporation.

                                    ARTICLE 7
                               AMENDMENT OF BYLAWS

     In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors of the Corporation is
expressly authorized and empowered to adopt, amend and repeal the bylaws of the
Corporation.

                                    ARTICLE 8
           RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

     The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of any
nature conferred upon stockholders, directors, or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article 8.

                                    ARTICLE 9
                                  SEVERABILITY

     In the event that any provision of this Certificate of Incorporation
(including any provision within a single Article, paragraph or sentence) is held
by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.

     IN WITNESS WHEREOF, PathSOURCE, Inc. has caused this Amended and Restated
Certificate of Incorporation to be executed by a duly authorized officer this
30th day of June, 2000.

                                      PATHSOURCE, INC.,


                                      By: /s/ Brian C. Carr
                                          --------------------------------------
                                          Brian C. Carr, Chief Executive Officer

                                      - 4 -

EX-3.106

                                                                   EXHIBIT 3.106

                                PATHSOURCE, INC.

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

                              AMENDED AND RESTATED
                                     BYLAWS

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



                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                PATHSOURCE, INC.

1.   OFFICES

     1.1.   REGISTERED OFFICE

     The initial registered office of the Corporation shall be in Wilmington,
Delaware, and the initial registered agent in charge thereof shall be The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.

     1.2.   OTHER OFFICES

     The Corporation may also have offices at such other places, both within and
without the State of Delaware, as the Board of Directors may from time to time
determine or as may be necessary or useful in connection with the business of
the Corporation.

2.   MEETINGS OF STOCKHOLDERS

     2.1.   PLACE OF MEETINGS

     All meetings of the stockholders shall be held at such place as may be
fixed from time to time by the Board of Directors, the Chairman of the Board or
the President.

     2.2.   ANNUAL MEETINGS

     The Corporation shall hold annual meetings of stockholders, commencing with
the year 2001, on such date and at such time as shall be designated from time to
time by the Board of Directors, the Chairman of the Board or the President, at
which stockholders shall elect directors and transact such other business as may
properly be brought before the meeting.

     2.3.   SPECIAL MEETINGS

     Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the Board of Directors, the
Chairman of the Board or the President, and shall be called by the President or
the Secretary at the request in writing of stockholders possessing at least a
majority of the voting power of the issued and outstanding voting stock of the
Corporation entitled to vote generally for the election of directors. Such
request shall include a statement of the purpose or purposes of the proposed
meeting.



     2.4.   NOTICE OF MEETINGS

     Notice of any meeting of stockholders, stating the place, date and hour of
the meeting, and (if it is a special meeting) the purpose or purposes for which
the meeting is called, shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting (except to the extent that such notice is waived or is not required by
the Delaware General Corporation Law or these Bylaws). Such notice shall be
given in accordance with, and shall be deemed effective as set forth in, Section
222 (or any successor section) of the Delaware General Corporation Law.

     2.5.   WAIVERS OF NOTICE

     Whenever the giving of any notice is required by statute, the Certificate
of Incorporation of the Corporation (which shall include any amendments thereto
and shall be hereinafter referred to as so amended as the "Certificate of
Incorporation") or these Bylaws, a waiver thereof, in writing and delivered to
the Corporation, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance of a stockholder at a meeting shall
constitute a waiver of notice (a) of such meeting, except when the stockholder
at the beginning of the meeting objects to holding the meeting or transacting
business at the meeting, and (b) (if it is a special meeting) of consideration
of a particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the stockholder objects to considering
the matter at the beginning of the meeting.

     2.6.   BUSINESS AT SPECIAL MEETINGS

     Business transacted at any special meeting of stockholders shall be limited
to the purposes stated in the notice (except to the extent that such notice is
waived or is not required as provided in the Delaware General Corporation Law or
these Bylaws).

     2.7.   LIST OF STOCKHOLDERS

     After the record date for a meeting of stockholders has been fixed, at
least ten days before such meeting, the officer who has charge of the stock
ledger of the Corporation shall make a list of all stockholders entitled to vote
at the meeting, arranged in alphabetical order and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place in the city where the meeting
is to be held, which place is to be specified in the notice of the meeting, or
at the place where the meeting is to be held. Such list shall also, for the
duration of the meeting, be produced and kept open to the examination of any
stockholder who is present at the time and place of the meeting.

                                       -2-


     2.8.   QUORUM AT MEETINGS

     Stockholders may take action on a matter at a meeting only if a quorum
exists with respect to that matter. Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a majority of the shares
entitled to vote at the meeting, and who are present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. Where a separate vote by a class or classes is
required, the holders of a majority of the outstanding shares of such class or
classes, who are present in person or represented by proxy, shall constitute a
quorum entitled to take action on that matter. Once a share is represented for
any purpose at a meeting (other than solely to object (a) to holding the meeting
or transacting business at the meeting, or (b) (if it is a special meeting) to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice), it is deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for the adjourned meeting.
The holders of a majority of the voting shares represented at a meeting, whether
or not a quorum is present, may adjourn such meeting from time to time.

     2.9.   VOTING AND PROXIES

     Unless otherwise provided in the Delaware General Corporation Law or in the
Certificate of Incorporation, and subject to the other provisions of these
Bylaws, each stockholder shall be entitled to one vote on each matter, in person
or by proxy, for each share of the Corporation's capital stock that has voting
power and that is held by such stockholder. No proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. A duly executed appointment of proxy shall be irrevocable if the
appointment form states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

     2.10.  REQUIRED VOTE

     When a quorum is present at any meeting of stockholders, all matters shall
be determined, adopted and approved by the affirmative vote (which need not be
by ballot) of the holders of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote with respect to the
matter, unless the proposed action is one upon which, by express provision of
statute or the Certificate of Incorporation, a different vote is specified and
required, in which case such express provision shall govern and control the
decision of such question. Where a separate vote by a class or classes is
required and a quorum exists with respect to such class or classes, the
affirmative vote of the holders of a majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class, unless the proposed action is one upon which, by express
provision of statute or the Certificate of Incorporation, a different vote is
specified and required, in which case such express provision shall govern and
control the decision of such question. Notwithstanding the foregoing, directors
shall be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.

                                       -3-


     2.11.  ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a stockholders' meeting may
be taken without a meeting, without prior notice and without a vote, if the
action is taken by persons who would be entitled to vote at a meeting and who
hold shares having voting power not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting at which all
stockholders entitled to vote were present or represented by proxy and voted.
The action must be evidenced by one or more written consents describing the
action taken, signed by the stockholders entitled to take action without a
meeting, and delivered to the Corporation in the manner prescribed by the
Delaware General Corporation Law for inclusion in the minute book. No consent
shall be effective to take the corporate action specified unless the number of
consents required to take such action are delivered to the Corporation within
sixty days of the delivery of the earliest-dated consent. All stockholders
entitled to vote on the record date of such written consent who do not
participate in taking the action shall be given written notice thereof in
accordance with the Delaware General Corporation Law.

3.   DIRECTORS

     3.1.   POWERS

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, which may exercise all such powers of
the Corporation and do all such lawful acts and things, subject to any
limitation set forth in the Certificate of Incorporation or as otherwise may be
provided in the Delaware General Corporation Law. The Board of Directors may
elect a Chairman of the Board from among its members and shall designate, when
present, either the Chairman of the Board (if any) or the President to preside
at its meetings. If neither the Chairman of the Board nor the President is
present, the Board of Directors may designate another director to preside at
such meeting. The Chairman of the Board and the President may be the same
person. The Board of Directors may also elect one or more Vice Chairmen from
among its members, with such duties as the Board of Directors shall from time to
time prescribe.

     3.2.   NUMBER, ELECTION AND TERM OF OFFICE

     The number of directors constituting the Board of Directors shall be as
authorized from time to time by resolution of the stockholders or of the Board
of Directors. Directors shall be elected at annual meetings of the stockholders,
except as provided in Section 3.3 hereof, and each director elected shall hold
office until his or her successor is elected and qualified or until his or her
earlier death, resignation or removal. Directors need not be stockholders.
Directors shall have the number of votes per director as specified in the
Certificate of Incorporation.

                                       -4-


     3.2.   VACANCIES

     Vacancies and newly created directorships resulting from any increase in
the authorized number of directors may be filled by the affirmative vote of
directors having a majority of the total votes of the directors then in office,
although fewer than a quorum, or by a sole remaining director. Each director so
chosen shall hold office until his or her successor is elected and qualified or
until his or her earlier death, resignation or removal. In the event that one or
more directors resigns from the Board, effective at a future date, directors
having a majority of the total votes of directors then in office, including
those who have so resigned, shall have power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office until his or her
successor is elected and qualified or until his or her earlier death,
resignation or removal.

     3.3.   MEETINGS

            3.3.1.  REGULAR MEETINGS

            Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board of Directors. A meeting of the Board of Directors for the election
of officers and the transaction of such other business as may come before it may
be held without notice immediately following the annual meeting of stockholders.

            3.3.2.  SPECIAL MEETINGS

            Special meetings of the Board may be called by the Chairman of the
Board or the President on one day's notice to each director, either personally
or by telephone, express delivery service (so that the scheduled delivery date
of the notice is at least one day in advance of the meeting), telegram or
facsimile transmission, or on five days' notice by mail (effective upon deposit
of such notice in the mail). The notice need not describe the purpose of the
special meeting but shall indicate the date, time and place of the special
meeting.

            3.3.3.  TELEPHONE MEETINGS

            Members of the Board of Directors may participate in a meeting of
the Board of Directors by any communication by means of which all participating
directors can hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.

            3.3.4.  ACTION WITHOUT MEETING

            Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting if the action is taken by all
members of the Board of Directors. The action must be evidenced by one or more
written consents describing the

                                       -5-


action taken, signed by each director, and delivered to the Corporation for
inclusion in the minute book.

            3.3.5.  WAIVER OF NOTICE OF MEETING

            A director may waive any notice required by statute, the Certificate
of Incorporation or these Bylaws before or after the date and time stated in the
notice. Except as set forth below, the waiver must be in writing, signed by the
director entitled to the notice, and delivered to the Corporation for inclusion
in the minute book. Notwithstanding the foregoing, a director's attendance at or
participation in a meeting waives any required notice to the director of the
meeting unless the director at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting and does not thereafter vote
for or assent to action taken at the meeting.

     3.4.   QUORUM AND VOTE AT MEETINGS

     At all meetings of the Board of Directors, a quorum of the Board of
Directors consists of the presence of directors having at least a majority of
the total votes of the total number of directors constituting the entire Board
of Directors. The affirmative vote of directors having a majority of the total
votes of directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by statute, the Certificate of Incorporation or these Bylaws.

     3.5.   COMMITTEES OF DIRECTORS

     The Board of Directors may, by resolution passed by the affirmative vote of
directors having a majority of the total votes of the total number of directors
constituting the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member of a committee shall be absent from any
meeting, or disqualified from voting thereat, the remaining member or members
present and not disqualified from voting, whether or not such member or members
constitute a quorum, may, by unanimous vote, appoint another member of the Board
of Directors to act at the meeting in the place of such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation pursuant to Sections 251 or 252 of the
Delaware General Corporation Law, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws; and unless the resolutions,
these Bylaws or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a

                                       -6-


certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board
of Directors. Unless otherwise specified in the resolution of the Board of
Directors designating the committee, at all meetings of each such committee of
directors, a majority of the total votes of the total number of members of the
committee shall constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the total votes of the members of the
committee present at any meeting at which there is a quorum shall be the act of
the committee. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors, when required. A director serving as
a member of a committee shall have the same number of votes as such director has
with respect to matters voted or acted upon by the Board of Directors, as
specified in the Certificate of Incorporation. The Board of Directors may at any
time, by resolution passed by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors, discharge any committee, change the membership of any
committee, fill vacancies occurring in any committee or remove any member of any
committee, with or without cause.

     3.6.   COMPENSATION OF DIRECTORS

     The Board of Directors shall have the authority to fix the compensation of
directors. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

     3.7.   RESIGNATION

     A director may resign at any time by giving written notice to the Chairman
of the Board, the President or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be necessary to make it
effective; and such resignation shall take effect at the time specified therein
or, in the absence of such specification, it shall take effect upon the receipt
thereof.

4.   OFFICERS

     4.1.   POSITIONS

     The officers of the Corporation shall be a President, a Treasurer and a
Secretary. The Board of Directors may elect or appoint, or provide for the
appointment of, such other officers (including a Chairman of the Board, one or
more Vice Chairmen, a Chief Financial Officer, one or more Vice Presidents in
such gradation as the Board of Directors may determine, one or more Assistant
Secretaries and one or more Assistant Treasurers) or agents as may from time to
time appear necessary or advisable in the conduct of the business and affairs of
the Corporation. Each such officer shall exercise such powers and perform such
duties as shall be set forth below and such other powers and duties as from time
to time may be specified by the Board of Directors or by any officer(s)
authorized by the Board of Directors to prescribe the duties of such other
officers. Any number of offices may be held by the same person. Each of the
Chairman of the Board (if any), the President, the Chief Financial Officer (if
any), and/or

                                       -7-


any Vice President may execute bonds, mortgages, notes, contracts and other
documents on behalf of the Corporation, except as otherwise required by law and
except where the execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

     4.2.   CHAIRMAN OF THE BOARD

     The Chairman of the Board, if any, shall (when present) preside at all
meetings of the Board of Directors and stockholders and shall ensure that all
orders and resolutions of the Board of Directors are carried into effect. The
Chairman of the Board, if any, shall in general perform all duties incident to
such office, including those duties customarily performed by persons holding
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors.

     4.3.   PRESIDENT

     The President shall be the chief executive officer of the Corporation and
as such shall have overall executive responsibility and authority for management
of the business, affairs and operations of the Corporation (subject to the
authority of the Board of Directors), and, in general, shall perform all duties
incident to the office of a president and chief executive officer of a
corporation, including those duties customarily performed by persons holding
such offices, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors.

     4.4.   CHIEF FINANCIAL OFFICER

     The Chief Financial Officer of the Corporation, if any, shall have general
charge and supervision of the financial affairs of the Corporation, including
budgetary, accounting and statistical methods, and shall approve for payment, or
designate others serving under him or her to approve for payment, all vouchers
and warrants for disbursements of funds, and, in general, shall perform such
other duties as are incident to the office of a chief financial officer of a
corporation, including those duties customarily performed by persons occupying
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors or the President.

     4.5.   VICE PRESIDENT

     In the absence of the President or in the event of the President's
inability or refusal to act, the Vice President (or in the event there be more
than one Vice President, the Vice Presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the President. The Vice President
or Vice Presidents, in general, shall perform such other duties as are incident
to the office of a vice president of a corporation, including those duties
customarily performed by persons occupying such office, and shall perform such
other duties as, from time to time, may be assigned to him or her or them by the
Board of Directors or the President. The Board of

                                       -8-


Directors may designate one or more Vice Presidents as Executive Vice Presidents
or Senior Vice Presidents.

     4.6.   SECRETARY

     The Secretary, or an Assistant Secretary, shall attend all meetings of the
Board of Directors and all meetings of the stockholders, and shall record all
the proceedings of the meetings of the stockholders and of the Board of
Directors in a book to be kept for that purpose, and shall perform like duties
for the standing committees, when required. The Secretary shall have custody of
the corporate seal of the Corporation, and the Secretary, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed it may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the President, the
Chief Financial Officer or any Vice President. The Secretary, or an Assistant
Secretary, shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and, in general,
shall perform all duties as are incident to the office of a secretary of a
corporation, including those duties customarily performed by persons occupying
such office, and shall perform such other duties as, from time to time, may be
assigned to him or her by the Board of Directors, the President, the Chief
Financial Officer or any Vice President.

     4.7.   ASSISTANT SECRETARY

     The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of the Secretary's inability or
refusal to act or when requested by the Chairman of the Board, the President,
the Chief Financial Officer or any Vice President, perform the duties and
exercise the powers of the Secretary, and, in general, shall perform all duties
as are incident to the office of an assistant secretary of a corporation,
including those duties customarily performed by persons holding such office, and
shall perform such other duties as, from time to time, may be assigned to him or
her or them by the Board of Directors, the President, the Chief Financial
Officer, any Vice President or the Secretary. An Assistant Secretary may or may
not be an officer, as determined by the Board of Directors.

     4.8.   TREASURER

     The Treasurer shall have responsibility for the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall also render to the President, upon request, and to the Board
of Directors at its regular meetings, or when the Board of Directors so
requires, an account of all financial transactions and of the financial
condition of the Corporation and, in

                                       -9-


general, shall perform such duties as are incident to the office of a treasurer
of a corporation, including those customarily performed by persons occupying
such office, and shall perform all other duties as, from time to time, may be
assigned to him or her by the Board of Directors, the President, the Chief
Financial Officer or any Vice President.

     4.9.   ASSISTANT TREASURER

     The Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there shall
have been no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of the Treasurer's inability or
refusal to act, perform the duties and exercise the powers of the Treasurer,
and, in general, shall perform all duties as are incident to the office of an
assistant treasurer of a corporation, including those duties customarily
performed by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him or her or them by the Board of
Directors, the President, the Chief Financial Officer, any Vice President or the
Treasurer. An Assistant Treasurer may or may not be an officer, as determined by
the Board of Directors.

     4.10.  TERM OF OFFICE

     The officers of the Corporation shall hold office until their successors
are chosen and qualify or until their earlier death, resignation or removal. Any
officer may resign at any time upon written notice to the Corporation. Any
officer elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of directors having a
majority of the total votes of the total number of directors constituting the
entire Board of Directors.

     4.11.  COMPENSATION

     The compensation of officers of the Corporation shall be fixed by the Board
of Directors or by any officer(s) authorized by the Board of Directors to
prescribe the compensation of such other officers.

     4.12.  FIDELITY BONDS

     The Corporation may secure the fidelity of any or all of its officers or
agents by bond or otherwise.

5.   CAPITAL STOCK

     5.1.   CERTIFICATES

     The shares of the Corporation shall be represented by certificates,
provided that the Board of Directors may provide by resolution that some or all
of any or all classes or series of the Corporation's stock shall be
uncertificated shares. Any such resolution shall not apply to shares represented
by a certificate until such certificate is surrendered to the Corporation.

                                      -10-


Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates, and upon request every holder
of uncertificated shares, shall be entitled to have a certificate (representing
the number of shares registered in certificate form) signed in the name of the
Corporation by the Chairman of the Board, the President or any Vice President,
and by the Treasurer, the Secretary or any Assistant Treasurer or Assistant
Secretary of the Corporation. Any or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar whose signature
or facsimile signature appears on a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.

     5.2.   LOST CERTIFICATES

     The Board of Directors, the Chairman of the Board, the President, the Chief
Financial Officer or the Secretary may direct a new certificate of stock to be
issued in place of any certificate theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming that the certificate of stock has been lost,
stolen or destroyed. When authorizing such issuance of a new certificate, the
Board of Directors or any such officer may, as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or such owner's legal representative, to advertise
the same in such manner as the Board of Directors or such officer shall require
and/or to give the Corporation a bond or indemnity, in such sum or on such terms
and conditions as the Board of Directors or such officer may direct, as
indemnity against any claim that may be made against the Corporation on account
of the certificate alleged to have been lost, stolen or destroyed or on account
of the issuance of such new certificate.

     5.3.   RECORD DATE

            5.3.1.  ACTIONS BY STOCKHOLDERS

            In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty days nor less than
ten days before the date of such meeting. If no record date is fixed by the
Board of Directors, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the close of business
on the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, unless the Board of Directors fixes a new record date for the adjourned
meeting.

            In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the

                                      -11-


record date is adopted by the Board of Directors, and which record date shall
not be more than ten days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. If no record date has been
fixed by the Board of Directors, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is required by the Delaware General
Corporation Law, shall be at the close of business on the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation in the manner prescribed by Section 2l3(b) of the
Delaware General Corporation Law. If no record date has been fixed by the Board
of Directors and prior action by the Board of Directors is required by the
Delaware General Corporation Law, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

            5.3.2.  PAYMENTS

            In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

     5.4.   STOCKHOLDERS OF RECORD

     The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, to
receive notifications, to vote as such owner, and to exercise all the rights and
powers of an owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise may be required by the Delaware General Corporation Law.

6.   INDEMNIFICATION

     6.1.   AUTHORIZATION OF INDEMNIFICATION

     Each person who was or is a party or is threatened to be made a party to or
is involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether by or in
the right of the Corporation or otherwise (a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, partner (limited or
general) or agent of another corporation or of a partnership, joint venture,
limited liability company, trust

                                      -12-


or other enterprise, including service with respect to an employee benefit plan,
shall be (and shall be deemed to have a contractual right to be) indemnified and
held harmless by the Corporation to the fullest extent authorized by, and
subject to the conditions and (except as provided herein) procedures set forth
in the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but any such amendment shall not be deemed to limit or prohibit the
rights of indemnification hereunder for past acts or omissions of any such
person insofar as such amendment limits or prohibits the indemnification rights
that said law permitted the Corporation to provide prior to such amendment),
against all expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person (except for a suit or action pursuant to Section 6.2
hereof) only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. Persons who are not directors or officers of the
Corporation may be similarly indemnified to the extent authorized at any time by
the Board of Directors of the Corporation. The indemnification conferred in this
Section 6.1 also shall include the right to be paid by the Corporation the
expenses (including attorneys' fees) incurred in the defense of or other
involvement in any such proceeding in advance of its final disposition;
provided, however, that, if and to the extent the Delaware General Corporation
Law requires, the payment of such expenses (including attorneys' fees) incurred
by a director or officer in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so paid in advance if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified under this Section 6.1 or otherwise; and provided further, that,
such expenses incurred by persons who are not directors or officers of the
Corporation may be so paid in advance upon such terms and conditions, if any, as
the Board of Directors deems appropriate.

     6.2.   RIGHT OF CLAIMANT TO BRING ACTION AGAINST THE CORPORATION

     If a claim under Section 6.1 is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring an action against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
action. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed or is otherwise not entitled to indemnification under Section 6.1 but
the burden of proving such defense shall be on the Corporation. The failure of
the Corporation (in the manner provided under the Delaware General Corporation
Law) to have made a determination prior to or after the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law shall not be a defense to the action or create
a presumption that the claimant has not met the applicable

                                      -13-


standard of conduct. Unless otherwise specified in an agreement with the
claimant, an actual determination by the Corporation (in the manner provided
under the Delaware General Corporation Law) after the commencement of such
action that the claimant has not met such applicable standard of conduct shall
not be a defense to the action, but shall create a presumption that the claimant
has not met the applicable standard of conduct.

     6.3.   NON-EXCLUSIVITY

     The rights to indemnification and advance payment of expenses provided by
Section 6.1 hereof shall not be deemed exclusive of any other rights to which
those seeking indemnification and advance payment of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

     6.4.   INSURANCE

     The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, partner (limited or general) or agent of another
corporation or of a partnership, joint venture, limited liability company, trust
or other enterprise, including service with respect to an employee benefit plan,
against any liability asserted against such person or incurred by such person in
any such capacity, or arising out of such person's status as such, and related
expenses, whether or not the Corporation would have the power to indemnify such
person against such liability under the provisions of the Delaware General
Corporation Law.

     6.5.   SURVIVAL OF INDEMNIFICATION

     The indemnification, advance payment of expenses and other rights and
provisions provided by, or granted pursuant to, Sections 6.1 through Section 6.5
hereof shall, unless otherwise provided when authorized or ratified, continue as
to a person who has ceased to be a director, officer, employee, partner or agent
and shall inure to the benefit of the personal representatives, heirs, executors
and administrators of such person. In addition, all of the indemnification,
advance payment of expenses and other rights and provisions set forth in
Sections 6.1 through Section 6.5 hereof shall be binding upon any successor (by
merger or otherwise) to the Corporation.

7.   GENERAL PROVISIONS

     7.1.   INSPECTION OF BOOKS AND RECORDS

     Any stockholder, in person or by attorney or other agent, shall upon
written demand under oath stating the purpose thereof, have the right during
usual business hours to inspect for any proper purpose the Corporation's stock
ledger, a list of its stockholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every instance where

                                      -14-


an attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing which authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office or at its principal place of business.

     7.2.   DIVIDENDS

     The Board of Directors may declare dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation and
the laws of the State of Delaware.

     7.3.   RESERVES

     The directors of the Corporation may set apart, out of the funds of the
Corporation available for dividends, a reserve or reserves for any proper
purpose and may abolish any such reserve.

     7.4.   EXECUTION OF INSTRUMENTS

     All checks, drafts or other orders for the payment of money, and promissory
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

     7.5.   FISCAL YEAR

     The fiscal year of the Corporation shall initially be the calendar year
ending December 31, but may be changed at any time and from time to time by
resolution of the Board of Directors.

     7.6.   SEAL

     The corporate seal shall be in such form as the Board of Directors shall
approve. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

     7.7.  PRONOUNS

     All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the person
or entity may require.

     7.8.   AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the stockholders or the Board of Directors.

                                      -15-


     IN WITNESS WHEREOF, the foregoing Amended and Restated Bylaws were adopted
by the sole stockholder of the Corporation on June 30, 2000.

                                              PATHSOURCE, INC.

                                              By: /s/ Brian C. Carr
                                                  ---------------------------
                                                  Brian C. Carr
                                                  Chief Executive Officer

                                      -16-

EX-3.107

                                                                   EXHIBIT 3.107

                            ARTICLES OF INCORPORATION
                                       OF
                              PCA OF COLUMBUS, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Columbus; Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

            The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215 The initial
registered agent of the corporation at its registered office is Brian C Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

            The initial Board of Directors shall consist of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act") Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE ELGHT

                                  INCORPORATOR

            The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta. Georgia 30309-3424

            IN WITNESS WHEREOF, the undersigned executes this Charter this 11th
day of December, 1997


                                              /s/ Peter C. November
                                                  ------------------------------
                                                  Peter C. November
                                                  Incorporator

                                       -3-

EX-3.108

                                                                   EXHIBIT 3.108

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


                       -----------------------------------
                              PCA OF COLUMBUS, INC.
                                     BYLAWS
                       -----------------------------------


                                                 Adopted as of December 18, 1997

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



                              PCA OF COLUMBUS, INC.
                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----
                                                                                                            
ARTICLE I            OFFICES.................................................................................     1
       Section 1.1   Principal and Registered Office.........................................................     1
       Section 1.2   Other Offices...........................................................................     1

ARTICLE II           MEETINGS OF SHAREHOLDERS................................................................     1
       Section 2.1   Location................................................................................     1
       Section 2.2   Annual Meetings.........................................................................     1
       Section 2.3   Notice of Annual Meetings...............................................................     1
       Section 2.4   Special Meetings........................................................................     1
       Section 2.5   Notice of Special Meetings..............................................................     1
       Section 2.6   Business of Special Meetings............................................................     2
       Section 2.7   Shareholder List........................................................................     2
       Section 2.8   Quorum..................................................................................     2
       Section 2.9   Action by Shareholders..................................................................     2
       Section 2.10  Voting..................................................................................     2
       Section 2.11  Waiver of Notice........................................................................     2
       Section 2.12  Action Without a Shareholders' Meeting..................................................     2

ARTICLE III          BOARD OF DIRECTORS......................................................................     3
       Section 3.1   General Powers; Number, Tenure and Qualifications.......................................     3
       Section 3.2   Vacancies...............................................................................     3
       Section 3.3   Location of Meetings....................................................................     3
       Section 3.4   Organizational Meetings.................................................................     3
       Section 3.5   Regular Meetings........................................................................     3
       Section 3.6   Special Meetings........................................................................     3
       Section 3.7   Meetings by Conference Telephone, etc...................................................     3
       Section 3.8   Quorum..................................................................................     3
       Section 3.9   Action Without a Meeting................................................................     4
       Section 3.10  Committees..............................................................................     4
       Section 3.11  Committee Minutes and Reports...........................................................     4
       Section 3.12  Compensation............................................................................     4
       Section 3.13  Transactions with Directors, etc........................................................     4
       Section 3.14  Removal of Directors....................................................................     5

ARTICLE IV           NOTICES.................................................................................     5
       Section 4.1   Manner of Giving Notice.................................................................     5
       Section 4.2   Waiver of Notice........................................................................     5

ARTICLE V            OFFICERS................................................................................     5
       Section 5.1   Officers, Elections, Terms..............................................................     5
       Section 5.2   Duties of the Chairman of the Board.....................................................     5






                                                                                                                Page
                                                                                                                ----
                                                                                                           
       Section 5.3   Duties of the President.................................................................     6
       Section 5.4   Vice Presidents.........................................................................     6
       Section 5.5   Treasurer...............................................................................     6
       Section 5.6   Assistant Treasurer.....................................................................     6
       Section 5.7   Secretary...............................................................................     7
       Section 5.8   Assistant Secretaries...................................................................     7
       Section 5.9   Compensation............................................................................     7
       Section 5.10  Other Officers..........................................................................     7
       Section 5.11  Vacancies...............................................................................     7
       Section 5.12  Removal of Officers.....................................................................     7

ARTICLE VI           CONTRACTS, CHECKS, BANK ACCOUNTS, ETC...................................................     7
       Section 6.1   Contracts, etc., How Executed...........................................................     7
       Section 6.2   Checks, Drafts, etc.....................................................................     8
       Section 6.3   Deposits................................................................................     8
       Section 6.4   General and Special Bank Accounts.......................................................     8

ARTICLE VII          SHARES..................................................................................     8
       Section 7.1   Certificates for Shares.................................................................     8
       Section 7.2   Transfer of Shares......................................................................     9
       Section 7.3   Regulations.............................................................................     9
       Section 7.4   Date for Determining Shareholders of Record.............................................     9
       Section 7.5   Lost, Destroyed and Mutilated Certificates..............................................     9
       Section 7.6   Examination of Books by Shareholders....................................................    10

ARTICLE VIII         INDEMNIFICATION.........................................................................    10
       Section 8.1   Definitions and References..............................................................    10
       Section 8.2   Indemnification of and Advancement of Expenses to Directors.............................    10
       Section 8.3   Indemnification of and Advancement of Expenses to Officers, Employees and Agents........    10
       Section 8.4   Liability Insurance......................................................................   10
       Section 8.5   Contract Rights.........................................................................    11
       Section 8.6   Non-exclusivity.........................................................................    11
       Section 8.7   Amendments..............................................................................    11
       Section 8.8   Severability............................................................................    11

ARTICLE IX           WAIVER OF NOTICE........................................................................    11

ARTICLE X            SEAL....................................................................................    11

ARTICLE XI           FISCAL YEAR.............................................................................    12

ARTICLE XII          AMENDMENTS..............................................................................    12


                                      -ii-


                              PCA OF COLUMBUS, INC.

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES


     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors on the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)     The transaction was fair as to the Corporation.

     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage, prepaid, addressed to such director or shareholder, at his address as
it appears on the records of the Corporation, and such notice shall be deemed to
be given at the time when the same is deposited in the United States mail.
Notice to directors may also be given in person or by telegram, facsimile or
telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation hi such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)     In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution, A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)     If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.109

                                                                   EXHIBIT 3.109

                                     CHARTER
                                       OF
                               PCA OF DENVER, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Denver, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

            The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

            The initial Board of Directors shall consist of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act") Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such rcpeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are sever able and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

            The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

            IN WITNESS WHEREOF, the undersigned executes this Charter this 11th
day of December, 1997.


                                                    /s/ Peter C. November
                                              ----------------------------------
                                              Peter C. November
                                              Incorporator

                                       -3-

EX-3.110

                                                                   EXHIBIT 3.110

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


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

                               PCA OF DENVER, INC.

                                     BYLAWS

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


                                                 Adopted as of December 18, 1997

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




                               PCA OF DENVER, INC.
                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                              Page
                                                                                                              ----
                                                                                                          
ARTICLE I           OFFICES..................................................................................   1
     Section 1.1    Principal and Registered Office..........................................................   1
     Section 1.2    Other Offices............................................................................   1

ARTICLE II          MEETINGS OF SHAREHOLDERS.................................................................   1
     Section 2.1    Location.................................................................................   1
     Section 2.2    Annual Meetings .........................................................................   1
     Section 2.3    Notice of Annual Meetings................................................................   1
     Section 2.4    Special Meetings.........................................................................   1
     Section 2.5    Notice of Special Meetings...............................................................   1
     Section 2.6    Business of Special Meetings.............................................................   2
     Section 2.7    Shareholder List.........................................................................   2
     Section 2.8    Quorum...................................................................................   2
     Section 2.9    Action by Shareholders...................................................................   2
     Section 2.10   Voting...................................................................................   2
     Section 2.11   Waiver of Notice.........................................................................   2
     Section 2.12   Action Without a Shareholders' Meeting...................................................   2

ARTICLE III         BOARD OF DIRECTORS.......................................................................   3
     Section 3.1    General Powers; Number, Tenure and Qualifications .......................................   3
     Section 3.2    Vacancies................................................................................   3
     Section 3.3    Location of Meetings.....................................................................   3
     Section 3.4    Organizational Meetings..................................................................   3
     Section 3.5    Regular Meetings.........................................................................   3
     Section 3.6    Special Meetings.........................................................................   3
     Section 3.7    Meetings by Conference Telephone, etc....................................................   3
     Section 3.8    Quorum...................................................................................   3
     Section 3.9    Action Without a Meeting.................................................................   4
     Section 3.10   Committees...............................................................................   4
     Section 3.11   Committee Minutes and Reports............................................................   4
     Section 3.12   Compensation.............................................................................   4
     Section 3.13   Transactions with Directors, etc.........................................................   4
     Section 3.14   Removal of Directors.....................................................................   5

ARTICLE IV          NOTICES..................................................................................   5
     Section 4.1    Manner of Giving Notice..................................................................   5
     Section 4.2    Waiver of Notice.........................................................................   5

ARTICLE V           OFFICERS.................................................................................   5
     Section 5.1    Officers, Elections, Terms...............................................................   5
     Section 5.2    Duties of the Chairman of the Board......................................................   5






                                                                                                              Page
                                                                                                              ----
                                                                                                         
     Section 5.3    Duties of the President..................................................................   6
     Section 5.4    Vice Presidents..........................................................................   6
     Section 5.5    Treasurer................................................................................   6
     Section 5.6    Assistant Treasurer......................................................................   6
     Section 5.7    Secretary................................................................................   7
     Section 5.8    Assistant Secretaries....................................................................   7
     Section 5.9    Compensation.............................................................................   7
     Section 5.10   Other Officers...........................................................................   7
     Section 5.11   Vacancies................................................................................   7
     Section 5.12   Removal of Officers......................................................................   7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC....................................................   7
     Section 6.1    Contracts, etc., How Executed............................................................   7
     Section 6.2    Checks, Drafts, etc......................................................................   8
     Section 6.3    Deposits.................................................................................   8
     Section 6.4    General and Special Bank Accounts........................................................   8

ARTICLE VII         SHARES...................................................................................   8
     Section 7.1    Certificates for Shares..................................................................   8
     Section 7.2    Transfer of Shares.................................................. ....................   9
     Section 7.3    Regulations..............................................................................   9
     Section 7.4    Date for Determining Shareholders of Record..............................................   9
     Section 7.5    Lost, Destroyed and Mutilated Certificates...............................................   9
     Section 7.6    Examination of Books by Shareholders.....................................................  10

ARTICLE VIII        INDEMNIFICATION..........................................................................  10
     Section 8.1    Definitions and References...............................................................  10
     Section 8.2    Indemnification of and Advancement of Expenses to Directors..............................  10
     Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees and Agents.........  10
     Section 8.4    Liability Insurance......................................................................  10
     Section 8.5    Contract Rights..........................................................................  11
     Section 8.6    Non-exclusivity..........................................................................  11
     Section 8.7    Amendments...............................................................................  11
     Section 8.8    Severability.............................................................................  11

ARTICLE IX          WAIVER OF NOTICE.........................................................................  11

ARTICLE X           SEAL.....................................................................................  11

ARTICLE XI          FISCAL YEAR..............................................................................  12

ARTICLE XII         AMENDMENTS...............................................................................  12


                                      -ii-


                               PCA OF DENVER, INC.

                                     BYLAWS

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors on the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)     The transaction was fair as to the Corporation.

     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled except
in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation: PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)     In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)     If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.111

                                                                   EXHIBIT 3.111

                                     CHARTER
                                       OF
                             PCA OF LOS GATOS, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Los Gatos, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

            The corporation is organized for profit

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Suite 220, Nashville Davidson County, Tennesse 37215.
The initial registered agent of the corporation at its registered office is
Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville Tennesse 37215

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock when the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock $.01 par value per share with unlimited voting rights and rights to
received the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

            The initial Board of Directors shall consists of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) acts of omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) under
Section 48-18-804 of the Tennessee Business Corporation Act (the "Act"). Any
repeat or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospects only and shall not adversely
affect any limitation on the personal liability of a director of the corporation
with respect to any act or omission occurring prior to the effective date of
such repeat or modification. If the Act is hereafter amended to authorize the
further elimination or limitation of the liability of directors then the
liability of a director of the corporation, in addition to the limitation on
liability provided herein shall limited to the fullest extent permitten by such
amended Act. In the event that any of the provisions of this Article Seven
(including any provision within a single sentence) is held by a court of
competent jurisdiction to be invalid, valid or otherwise unenforceable the
remaining provisions are severable and shall remain enforceable to the fullest
extent permitted by law.



                                  ARTICLE EIGHT

                                  INCORPORATOR

            The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bord LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

            IN: WITNESS WHEREOF, the undersigned executes this Charter this 26th
day of October, 1998.


                                              /s/ Peter C. November
                                              ----------------------------------
                                              Peter C. November
                                              Incorporator

EX-3.112

                                                                   EXHIBIT 3.112

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


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

                              PCA OF LOS GATOS,INC.
                                     BY LAWS

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


                                                  Adopted as of October 27, 1998

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



                             PCA OF LOS GATOS, INC.

                                     BYLAWS

                                TABLE OF CONTENTS


                                                                                                              Page
                                                                                                              ----
                                                                                                          
ARTICLE I           OFFICES..................................................................................   1
     Section 1.1    Principal and Registered Office..........................................................   1
     Section 1.2    Other Offices............................................................................   1

ARTICLE II          MEETINGS OF SHAREHOLDERS.................................................................   1
     Section 2.1    Location....................:............................................................   1
     Section 2.2    Annual Meetings .........................................................................   1
     Section 2.3    Notice of Annual Meetings................................................................   1
     Section 2.4    Special Meetings.........................................................................   1
     Section 2.5    Notice of Special Meetings...............................................................   1
     Section 2.6    Business of Special Meetings.............................................................   2
     Section 2.7    Shareholder List.........................................................................   2
     Section 2.8    Quorum...................................................................................   2
     Section 2.9    Action by Shareholders...................................................................   2
     Section 2.10   Voting...................................................................................   2
     Section 2.11   Waiver of Notice.........................................................................   2
     Section 2.12   Action Without a Shareholders' Meeting...................................................   2

ARTICLE III         BOARD OF DIRECTORS.......................................................................   3
     Section 3.1    General Powers; Number, Tenure and Qualifications........................................   3
     Section 3.2    Vacancies................................................................................   3
     Section 3.3    Location of Meetings.....................................................................   3
     Section 3.4    Organizational Meetings..................................................................   3
     Section 3.5    Regular Meetings.........................................................................   3
     Section 3.6    Special Meetings.........................................................................   3
     Section 3.7    Meetings by Conference Telephone, etc....................................................   3
     Section 3.8    Quorum...................................................................................   3
     Section 3.9    Action Without a Meeting.................................................................   4
     Section 3.10   Committees...............................................................................   4
     Section 3.11   Committee Minutes and Reports............................................................   4
     Section 3.12   Compensation.............................................................................   4
     Section 3.13   Transactions with Directors, etc.........................................................   4
     Section 3.14   Removal of Directors.....................................................................   5

ARTICLE IV          NOTICES..................................................................................   5
     Section 4.1    Manner of Giving Notice..................................................................   5
     Section 4.2    Waiver of Notice.........................................................................   5

ARTICLE V           OFFICERS.................................................................................   5
     Section 5.1    Officers, Elections, Terms...............................................................   5
     Section 5.2    Duties of the Chairman of the Board......................................................   5






                                                                                                              Page
                                                                                                              ----
                                                                                                         
     Section 5.3    Duties of the President..................................................................   6
     Section 5.4    Vice Presidents..........................................................................   6
     Section 5.5    Treasurer................................................................................   6
     Section 5.6    Assistant Treasurer......................................................................   6
     Section 5.7    Secretary................................................................................   7
     Section 5.8    Assistant Secretaries....................................................................   7
     Section 5.9    Compensation.............................................................................   7
     Section 5.10   Other Officers...........................................................................   7
     Section 5.11   Vacancies................................................................................   7
     Section 5.12   Removal of Officers......................................................................   7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC....................................................   7
     Section 6.1    Contracts, etc., How Executed............................................................   7
     Section6.2     Checks, Drafts, etc......................................................................   8
     Section 6.3    Deposits.................................................................................   8
     Section 6.4    General and Special Bank Accounts........................................................   8

ARTICLE VII         SHARES...................................................................................   8
     Section 7.1    Certificates for Shares..................................................................   8
     Section 7.2    Transfer of Shares.......................................................................   9
     Section 7.3    Regulations..............................................................................   9
     Section 7.4    Date for Determining Shareholders of Record..............................................   9
     Section 7.5    Lost, Destroyed and Mutilated Certificates...............................................   9
     Section 7.6    Examination of Books by Shareholders.....................................................  10

ARTICLE VIII        INDEMNIFICATION..........................................................................  10
     Section 8.1    Definitions and References...............................................................  10
     Section 8.2    Indemnification of and Advancement of Expenses to Directors..............................  10
     Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees and Agents.........  10
     Section 8.4    Liability Insurance......................................................................  10
     Section 8.5    Contract Rights..........................................................................  11
     Section 8.6    Non-exclusivity..........................................................................  11
     Section 8.7    Amendments...............................................................................  11
     Section 8.8    Severability.............................................................................  11

ARTICLE IX          WAIVER OF NOTICE.........................................................................  11

ARTICLE X           SEAL.....................................................................................  11

ARTICLE XI          FISCAL YEAR..............................................................................  12

ARTICLE XII         AMENDMENTS...............................................................................  12


                                     - ii -


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

                              PCA OF LOS GATOS, INC

                                     BYLAWS

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

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places hath within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place cither within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS1 MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)     The transaction was fair as to the Corporation.

     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as secretary
at all meetings of the Board and of the shareholders and keep the minutes
thereof in a book or books to be provided for that purpose; shall see that all
notices required to be given by the Corporation are duly given and served; shall
be custodian of the seal of the Corporation and shall affix the seal or cause it
or a facsimile thereof to be affixed to all certificates representing shares of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may
be filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize
any officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by;,resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article Vll.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4    DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)     In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)     If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority qf the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.113

                                                                   EXHIBIT 3.113

                                     CHARTER
                                       OF
                              PCA OF MEMPHIS, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Memphis, Inc

                                   ARTICLE-TWO

                               PROFIT CORPORATION

            The corporation is organised for profit

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville. Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

            The initial Board of Directors shall consist of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America. Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders: (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law: or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of thc corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

            The name and address of the incorporaior are as follows:

                                Peter C. November
                               Alston &. Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

            IN WITNESS WHEREOF, the undersigned executes this Charter this 11th
day of December, 1997.

                                              /s/ Peter C. November
                                              ----------------------------------
                                              Peter C. November
                                              Incorporator

                                       -3-

EX-3.114

                                                                   EXHIBIT 3.114

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


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

                              PCA OF MEMPHIS, INC.

                                     BYLAWS

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


                                                 Adopted as of December 18, 1997

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



                              PCA OF MEMPHIS, INC.
                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                              Page
                                                                                                              ----
                                                                                                          
ARTICLE I           OFFICES..................................................................................   1
     Section 1.1    Principal and Registered Office..........................................................   1
     Section 1.2    Other Offices............................................................................   1

ARTICLE II          MEETINGS OF SHAREHOLDERS.................................................................   1
     Section 2.1    Location.................................................................................   1
     Section 2.2    Annual Meetings ..................................................:......................   1
     Section 2.3    Notice of Annual Meetings,...............................................................   1
     Section 2.4    Special Meetings.........................................................................   1
     Section 2.5    Notice of Special Meetings...............................................................   1
     Section 2.6    Business of Special Meetings.............................................................   2
     Section 2.7    Shareholder List.........................................................................   2
     Section 2.8    Quorum ..................................................................................   2
     Section 2.9    Action by Shareholders...................................................................   2
     Section 2.10   Voting...................................................................................   2
     Section 2.11   Waiver of Notice.........................................................................   2
     Section 2.12   Action Without a Shareholders' Meeting...................................................   2

ARTICLE III         BOARD OF DIRECTORS.......................................................................   3
     Section 3.1    General Powers; Number, Tenure and Qualifications........................................   3
     Section 3.2    Vacancies................................................................................   3
     Section 3.3    Location of Meetings.....................................................................   3
     Section 3.4    Organizational Meetings..................................................................   3
     Section 3.5    Regular Meetings.........................................................................   3
     Section 3.6    Special Meetings.........................................................................   3
     Section 3.7    Meetings by Conference Telephone, etc....................................................   3
     Section 3.8    Quorum...................................................................................   3
     Section 3.9    Action Without a Meeting.................................................................   4
     Section 3.10   Committees...............................................................................   4
     Section 3.11   Committee Minutes and Reports............................................................   4
     Section 3.12   Compensation.............................................................................   4
     Section 3.13   Transactions with Directors, etc.........................................................   4
     Section 3.14   Removal of Directors.....................................................................   5

ARTICLE IV          NOTICES..................................................................................   5
     Section 4.1    Manner of Giving Notice..................................................................   5
     Section 4.2    Waiver of Notice.........................................................................   5

ARTICLE V           OFFICERS.................................................................................   5
     Section 5.l    Officers, Elections, Terms...............................................................   5
     Section 5.2    Duties of the Chairman of the Board......................................................   5






                                                                                                              Page
                                                                                                              ----
                                                                                                         
     Section 5.3    Duties of the President..................................................................   6
     Section 5.4    Vice Presidents..........................................................................   6
     Section 5.5    Treasurer................................................................................   6
     Section 5.6    Assistant Treasurer......................................................................   6
     Section 5.7    Secretary................................................................................   7
     Section 5.8    Assistant Secretaries....................................................................   7
     Section 5.9    Compensation.............................................................................   7
     Section 5.10   Other Officers...........................................................................   7
     Section 5.11   Vacancies................................................................................   7
     Section 5.12   Removal of Officers......................................................................   7

ARTICLE VI          CONTRACTS, CHECKS, BANK ACCOUNTS, ETC....................................................   7
     Section 6.1    Contracts, etc., How Executed............................................................   7
     Section 6.2    Checks, Drafts, etc......................................................................   8
     Section 6.3    Deposits.................................................................................   8
     Section 6.4    General and Special Bank Accounts........................................................   8

ARTICLE VII         SHARES...................................................................................   8
     Section 7.1    Certificates for Shares..................................................................   8
     Section 7.2    Transfer of Shares.......................................................................   9
     Section 7.3    Regulations..............................................................................   9
     Section 7.4    Date for Determining Shareholders of Record..............................................   9
     Section 7.5    Lost, Destroyed and Mutilated Certificates...............................................   9
     Section 7.6    Examination of Books by Shareholders.....................................................  10

ARTICLE VIII        INDEMNIFICATION..........................................................................  10
     Section 8.1    Definitions and References...............................................................  10
     Section 8.2    Indemnification of and Advancement of Expenses to Directors..............................  10
     Section 8.3    Indemnification of and Advancement of Expenses to Officers, Employees and Agents.........  10
     Section 8.4    Liability Insurance..........................,...........................................  10
     Section 8.5    Contract Rights..........................................................................  11
     Section 8.6    Non-exclusivity..........................................................................  11
     Section 8.7    Amendments...............................................................................  11
     Section 8.8    Severability.............................................................................  11

ARTICLE IX          WAIVER OF NOTICE.........................................................................  11

ARTICLE X           SEAL.....................................................................................  11

ARTICLE XI          FISCAL YEAR..............................................................................  12

ARTICLE XII         AMENDMENTS...............................................................................  12


                                      -ii-



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

                              PCA OF MEMPHIS, INC.

                                     BYLAWS

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

                                    ARTICLE I
                                     OFFICES

     SECTION 1.1    PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2    OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1    LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2    ANNUAL MEETINGS. Annual meetings of shareholders shall be
held on the date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3    NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4    SPECIAL MEETINGS. Special meetings of shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Charter, may be called by the Chairman or the President, or a majority of the
Board of Directors, or upon the written request of the holders of at least 10%
of all of the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5    NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each shareholder of
record entitled to vote at such meeting not less than 10 days nor more than two
months before the date of the meeting.



     SECTION 2.6    BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7    SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8    QUORUM. A majority of the votes entitled to be cast on a
matter by a voting group constitutes a quorum of that voting group for action on
that matter, except as otherwise provided by the Tennessee Business Corporation
Act (the "Act") or the Charter. If, however, a quorum of the shares entitled to
vote as a voting group is not obtained at any meeting of the shareholders, the
chair of the meeting or the holders of a majority of the shares of such voting
group who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9    ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other man the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10   VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11   WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated therein
shall be equivalent to the giving of such notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     SECTION 2.12   ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required
to be taken at any annual or special meeting of shareholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                      - 2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1    GENERAL, POWERE; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2    VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3    LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4    ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5    REGULAR MEETINGS. Regular meetings of the Board shall be
held at such times and places as the Board by resolution may determine.

     SECTION 3.6    SPECIAL MEETINGS. Special meetings of the Board may be
called by the Chairman, the President, or any two directors on 24 hours'
personal, telephonic, telegraphic, facsimile or written notice to each director.
Any notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7    MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8    QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10   COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or resolutions of the Board, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Corporation during intervals between meetings of
the Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11   COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12   COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13   TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited
by applicable law, no contract or other transaction between the Corporation and
one or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors on the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)     The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)     The transaction was fair as to the Corporation.

     SECTION 3.14   REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1    MANNER OF GIVING NOTICE. Except as otherwise required by
law, whenever notice is required to be given to any director or shareholder,
such notice requirement can be satisfied by giving written notice by mail,
postage prepaid, addressed to such director or shareholder, at his address as it
appears on the records of the Corporation, and such notice shall be deemed to be
given at the time when the same is deposited in the United States mail. Notice
to directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2    WAIVER OF NOTICE. Whenever any notice is required to be
given to any shareholder or director of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1    OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2    DUTIES OF THE CHAIRMAN OF TBE BOARD. The Chairman of the
Board shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                      - 5-


     SECTION 5.3    DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4    VICE PRESIDENTS. The Vice Presidents (in order of the
Executive Vice President, Senior Vice President and other Vice Presidents, each
class in order of the seniority of its respective members or as designated by
resolution of the Board) shall, in the absence or disability of the Chairman and
President, perform the duties and exercise the powers of said officers, and
shall perform such other duties and exercise such other powers as the Board, the
Chairman of the Board or the President may prescribe. One or more vice
presidents may be designated by the Board as either "Executive Vice President"
or "Senior Vice President."

     SECTION 5.5    TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6    ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7    SECRETARY. The Secretary, if present, shall act as
secretary at all meetings of the Board and of the shareholders and keep the
minutes thereof in a book or books to be provided for that purpose; shall see
that all notices required to be given by the Corporation are duly given and
served; shall be custodian of the seal of the Corporation and shall affix the
seal or cause it or a facsimile thereof to be affixed to all certificates
representing shares of the Corporation and to all documents the execution of
which on behalf of the Corporation under its seal shall be duly authorized in
accordance with the provisions of these Bylaws; shall have charge of the stock
records of the Corporation; shall see that all reports, statements and other
documents required by law are properly kept and filed; may sign, with any other
proper officer of the Corporation thereunto authorized, certificates for shares,
securities or evidences of indebtedness of the Corporation; and, in general,
shall perform all the duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the Chairman of the
Board or the Board.

     SECTION 5.8    ASSISTANT SECRETARIES. The Assistant Secretaries shall
perform such duties as from time to time may be assigned to them by the Chairman
of the Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9    COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10   OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11   VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12   REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1    CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2    CHECKS, DRAFTS, ETC. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3    DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Chairman of the Board, the President, or any other officer
or officers authorized by the Board shall direct in such banks, trust companies
or other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4    GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman
of the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1    CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2    TRANSFER OF SHARES. Each transfer of Corporation shares
shall be made only on the books of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, or with a transfer
agent appointed as provided in this Article VII, upon the payment of any taxes
thereon and the surrender of the certificate or certificates for such shares
properly endorsed and in good delivery form. The person in whose name
Corporation shares stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation; PROVIDED that
whenever any transfer of shares shall be made for collateral security and not
absolutely, such fact, if known to the Corporation or to any such transfer
agent, shall be so expressed in the entry of transfer if requested by both the
transferor and transferee.

     SECTION 7.3    REGULATIONS. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with these Bylaws, concerning the
issue, transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION        7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)     In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)     If no record date has been fixed by the Board, the record
     date for determining shareholders entitled to consent to corporate action
     in writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5    LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of such
period of time as it may determine to be advisable, cause to be issued to him a
new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6    EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall,
subject to any applicable statutes, have the power to determine, from time to
time, whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1    DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3    INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4    LIABILITY INSURANCE. The corporation may purchase and
maintain insurance on behalf of an individual who is a director, officer,
employee or agent of the Corporation or who, while a director, officer, employee
or agent of the Corporation, serves at the Corporation's request as a director,
officer, partner, trustee, employee or agent of another domestic or foreign
corporation, partnership, joint venture, trust, employee benefit plan, or other
entity against liability asserted against or incurred by him or her in that
capacity or arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5    CONTRACT RIGHTS. The right to indemnification and
advancement of expenses conferred hereunder to directors and officers shall be a
contract right and shall not be affected adversely to any director or officer by
any amendment of these Bylaws with respect to any action or inaction occurring
prior to such amendment; provided, however, that this provision shall not confer
upon any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6    NON-EXCLUSIVITY. The rights of a director or officer
hereunder shall be in addition to any other rights with respect to
indemnification, advancement of expenses or otherwise that he or she may have
under contract or the Act or otherwise.

     SECTION 8.7    AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would dimmish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8    SEVERABILITY. To the extent that the provisions of this
Article are held to be inconsistent with the provisions of Part 5 of Chapter 18
of the Act, such provisions of such Act shall govern. In the event that any of
the provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.115

                                                                   EXHIBIT 3.115

[SEAL]

                                     CHARTER
                                       OF
                             PCA OF NASHVILLE, INC.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA of Nashville, Inc,

                                   ARTICLE TWO

                               PROFIT CORPORATION

            The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

            The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the Corporation at its registered office is Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

            The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

            The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and right
to receive the net assets of the corporation upon dissolution.



[SEAL]

                                   ARTICLE SIX

                           INITIAL BOARD OF DIRCCTORS

            The initial Board of Directors shall consist of one member whose
name and address are as follows:

                                  Brian C. Carr
                     Pathology Consultants of America, Inc.
                            20 Burton Hills Boulevard
                                    Suite 220
                           Nashville, Tennessee 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

            A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
(fullest extent permitted by law.

                                       -2-


[SEAL]

                                  ARTICLE EIGHT

                                  INCORPORATOR

            The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta. Georgia 30309-3424

            IN WITNESS WHEREOF, the undersigned executes this Charter this11th
day of December, 1997.

                                              [ILLEGIBLE]
                                              ----------------------------------
                                              Peter C. November
                                              Incorporator

                                       -3-

EX-3.116

                                                                   EXHIBIT 3.116

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


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

                             PCA OF NASHVILLE, INC.

                                     BYLAWS

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


                                                 Adopted as of February 23, 1998

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



                             PCA OF NASHVILLE, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                           PAGE
                                                                                                        
ARTICLE 1          OFFICES...............................................................................     1
     Section 1.1   Principal and Registered Office.......................................................     1
     Section 1.2   Other Offices.........................................................................     1

ARTICLE 11         MEETINGS OF SHAREHOLDERS..............................................................     1
     Section 2.1   Location .............................................................................     1
     Section 2.2   Annual Meetings.......................................................................     1
     Section 2.3   Notice of Annual Meetings.............................................................     1
     Section 2.4   Special Meetings......................................................................     1
     Section 2.5   Notice of Special Meetings............................................................     1
     Section 2.6   Business of Special Meetings..........................................................     2
     Section 2.7   Shareholder List......................................................................     2
     Section 2.8   Quorum................................................................................     2
     Section 2.9   Action by Shareholders................................................................     2
     Section 2.10  Voting................................................................................     2
     Section 2.11  Waiver of Notice......................................................................     2
     Section 2.12  Action Without a Shareholders' Meeting................................................     2

ARTICLE III        BOARD OF DIRECTORS....................................................................     3
     Section 3.1   General Powers; Number, Tenure and Qualifications.....................................     3
     Section 3.2   Vacancies.............................................................................     3
     Section 3.3   Location of Meetings..................................................................     3
     Section 3.4   Organizational Meetings...............................................................     3
     Section 3.5   Regular Meetings......................................................................     3
     Section 3.6   Special Meetings......................................................................     3
     Section 3.7   Meetings by Conference Telephone, etc.................................................     3
     Section 3,8   Quorum................................................................................     3
     Section 3.9   Action Without a Meeting..............................................................     4
     Section 3.10  Committees............................................................................     4
     Section 3.11  Committee Minutes and Reports.........................................................     4
     Section 3.12  Compensation..........................................................................     4
     Section 3.13  Transactions with Directors, etc......................................................     4
     Section 3.14  Removal of Directors..................................................................     5

ARTICLE IV         NOTICES...............................................................................     5
     Section 4.1   Manner of Giving Notice...............................................................     5
     Section 4.2   Waiver of Notice......................................................................     5

ARTICLE V          OFFICERS..............................................................................     5
     Section 5.1   Officers, Elections, Terms............................................................     5
     Section 5.2   Duties of the Chairman of the Board...................................................     5






                                                                                                           PAGE
                                                                                                        
     Sections5.3    Duties of the President..............................................................     6
     Section 5.4   Vice Presidents.......................................................................     6
     Section 5.5   Treasurer ............................................................................     6
     Section 5.6   Assistant Treasurer...................................................................     6
     Section 5.7   Secretary.............................................................................     7
     Section 5.8   Assistant Secretaries.................................................................     7
     Section 5.9   Compensation..........................................................................     7
     Section 5.10  Other Officers........................................................................     7
     Section 5.11  Vacancies.............................................................................     7
     Section 5.12  Removal of Officers...................................................................     7

ARTICLE VI         CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.................................................     7
     Section 6.1   Contracts, etc., How Executed.........................................................     7
     Section 6.2   Cheeks, Drafts, etc...................................................................     8
     Section 6.3   Deposits..............................................................................     8
     Section 6.4   General and Special Bank Accounts....................................................      8

ARTICLE VII        SHARES................................................................................     8
     Section 7.1   Certificates for Shares...............................................................     8
     Section 7.2   Transfer of Shares....................................................................     9
     Section 7.3   Regulations...........................................................................     9
     Section 7.4   Date for Determining Shareholders of Record...........................................     9
     Section 7.5   Lost, Destroyed and Mutilated Certificates............................................     9
     Section 7.6   Examination of Books by Shareholders..................................................    10

ARTICLE VIII       INDEMNIFICATION.......................................................................    10
     Section 8.1   Definitions and References............................................................    10
     Section 8.2   Indemnification of and Advancement of Expenses to Directors...........................    10
     Section 8.3   Indemnification of and Advancement of Expenses to Officers, Employees and Agents......    10
     Section 8.4   Liability Insurance...................................................................    10
     Section 8,5   Contract Rights.......................................................................    11
     Section 8.6   Non-exclusivity.......................................................................    11
     Section 8.7   Amendments............................................................................    11
     Section 8.8   Severability..........................................................................    11

ARTICLE IX         WAIVER OF NOTICE......................................................................    11

ARTICLE X          SEAL..................................................................................    11

ARTICLE XI         FISCAL YEAR...........................................................................    12

ARTICLE XII        AMENDMENTS............................................................................    12


                                      -ii-


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

                             PCA OF NASHVILLE, INC.

                                     BYLAWS

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

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1 PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2 ANNUAL MEETINGS. Annual meetings of shareholders shall be held
on the date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting not less than 10 days nor more than two months
before the date of the meeting.



     SECTION 2.6 BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice,

     SECTION 2.7 SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8 QUORUM. A majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter, except as otherwise provided by the Tennessee Business Corporation Act
(the "Act") or the Charter. If, however, a quorum of the shares entitled to vote
as a voting group is not obtained at any meeting of the shareholders, the chair
of the meeting or the holders of a majority of the shares of such voting group
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9 ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10 VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     SECTION 2.12 ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1 GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2 VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3 LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4 ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.

     SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President, or any two directors on 24 hours' personal,
telephonic, telegraphic, facsimile or written notice to each director. Any
notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7 MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8 QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution or resolutions of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation during intervals between meetings of the
Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11 COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12 COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13 TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited by
applicable law, no contract or other transaction between the Corporation and one
or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)   The transaction was fair as to the Corporation.

     SECTION 3.14 REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1 MANNER OF GIVING NOTICE. Except as otherwise required by law,
whenever notice is required to be given to any director or shareholder, such
notice requirement can be satisfied by giving written notice by mail, postage
prepaid, addressed to such director or shareholder, at his address as it appears
on the records of the Corporation, and such notice shall be deemed to be given
at the time when the same is deposited in the United States mail. Notice to
directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder or director of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2 DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                      -5-


     SECTION 5.3 DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4 VICE PRESIDENTS. The Vice Presidents (in order of the Executive
Vice President, Senior Vice President and other Vice Presidents, each class in
order of the seniority of its respective members or as designated by resolution
of the Board) shall, in the absence or disability of the Chairman and President,
perform the duties and exercise the powers of said officers, and shall perform
such other duties and exercise such other powers as the Board, the Chairman of
the Board or the President may prescribe. One or more vice presidents may be
designated by the Board as either "Executive Vice President" or "Senior Vice
President."

     SECTION 5.5 TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
came to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6 ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7 SECRETARY. The Secretary, if present, shall act as secretary at
all meetings of the Board and of the shareholders and keep the minutes thereof
in a book or books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served; shall be
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates representing shares of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8 ASSISTANT SECRETARIES. The Assistant Secretaries shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9 COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10 OTHER OFFICER. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11 VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12 REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1 CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers or agent or
agents, as shall from time to time be determined by resolution of the Board.

     SECTION 6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Chairman of the Board, the President, or any other officer or
officers authorized by the Board shall direct in such banks, trust companies or
other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman of
the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1 CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2 TRANSFER OF SHARES. Each transfer of Corporation shares shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or with a transfer agent appointed
as provided in this Article VII, upon the payment of any taxes thereon and the
surrender of the certificate or certificates for such shares properly endorsed
and in good delivery form. The person in whose name Corporation shares stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; PROVIDED that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed in the entry of
transfer if requested by both the transferor and transferee.

     SECTION 7.3 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)   In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)   If no record date has been fixed by the Board, the record date
     for determining shareholders entitled to consent to corporate action in
     writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5 LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
Corporation shares or other securities shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate(s) therefor, and the
Board may, in its discretion, and after the expiration of such period of time as
it may determine to be advisable, cause to be issued to him a new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6 EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall, subject
to any applicable statutes, have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter I8 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4 LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the Corporation or who, while a director, officer, employee or agent of
the Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5 CONTRACT RIGHTS. The right to indemnification and advancement
of expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring prior
to such amendment; provided, however, that this provision shall not confer upon
any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6 NON-EXCLUSIVITY. The rights of a director or officer hereunder
shall be in addition to any other rights with respect to indemnification,
advancement of expenses or otherwise that he or she may have under contract or
the Act or otherwise.

     SECTION 8.7 AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8 SEVERABILITY. To the extent that the provisions of this Article
are held to be inconsistent with the provisions of Part 5 of Chapter 18 of the
Act, such provisions of such Act shall govern. In the event that any of the
provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.117

                                                                   Exhibit 3.117

                                     CHARTER
                                       OF
                            PCA OF ST. LOUIS II, INC.

                                   ARTICLE ONE

                                      NAME

     The name of the corporation is PCA of St. Louis II, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

     The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

     The initial registered office of the corporation is located at 20
Burton Hills Boulevard Suite 400, Nashville, Davidson County, Tennessee 37215.
The initial registered agent of the corporation as its registered office is
Brian C Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

     The mailing address of the initial principal office of the corporation is
20 Burton Hills Boulevard, Suite 400, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

     The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock. $01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

     The initial Board of Directors shall consist of one member whose name and
address are as follows:

                                  BRIAN C. CARR
                     PATHOLOGY CONSULTANTS OF AMERICA, INC.
                            20 BURTON HILLS BOULEVARD
                                    SUITE 400
                           NASHVILLE, TENNESSEE 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

     A director of the corporation shall not be liable to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as
a director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) under
Section 48-l8-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

     The name and address of the incorporator are as follows:

                                Peter C. November
                                Alston & Bird LLP
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

     IN WITNESS WHEREOF, the undersigned executes this Charter this 3rd day of
December, 1998.


                                          /s/ Peter C. November
                                          --------------------------------------
                                          Peter C. November
                                          Incorporator

                                       -3-

EX-3.118

                                                                   EXHIBIT 3.118

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


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

                            PCA OF ST. LOUIS II, INC.

                                     BYLAWS

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


                                                 Adopted as of December __, 1998

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



                            PCA OF ST. LOUIS II, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                        PAGE
                                                                                                     
ARTICLE I          OFFICES.................................................................................1
     Section 1.1   Principal and Registered Office.........................................................1
     Section 1.2   Other Offices...........................................................................1

ARTICLE II         MEETINGS OF SHAREHOLDERS................................................................1
     Section 2.1   Location................................................................................1
     Section 2.2   Annual Meetings.........................................................................1
     Section 2.3   Notice of Annual Meetings...............................................................1
     Section 2.4   Special Meetings........................................................................1
     Section 2.5   Notice of Special Meetings..............................................................1
     Section 2.6   Business of Special Meetings............................................................2
     Section 2.7   Shareholder List........................................................................2
     Section 2.8   Quorum..................................................................................2
     Section 2.9   Action by Shareholders..................................................................2
     Section 2.10  Voting..................................................................................2
     Section 2.11  Waiver of Notice....................................................................... 2
     Section 2.12  Action Without a Shareholders' Meeting..................................................2

ARTICLE III        BOARD OF DIRECTORS......................................................................3
     Section 3.1   General Powers; Number, Tenure and Qualifications.......................................3
     Section 3.2   Vacancies...............................................................................3
     Section 3.3   Location of Meetings................................................................... 3
     Section 3.4   Organizational Meetings.................................................................3
     Section 3.5   Regular Meetings........................................................................3
     Section 3.6   Special Meetings........................................................................3
     Section 3.7   Meetings by Conference Telephone, etc...................................................3
     Section 3.8   Quorum..................................................................................3
     Section 3.9   Action Without a Meeting................................................................4
     Section 3.10  Committees..............................................................................4
     Section 3.11  Committee Minutes and Reports...........................................................4
     Section 3.12  Compensation............................................................................4
     Section 3.13  Transactions with Directors, etc........................................................4
     Section 3.14  Removal of Directors....................................................................5

ARTICLE IV         NOTICES.................................................................................5
     Section 4.1   Manner of Giving Notice.................................................................5
     Section 4.2   Waiver of Notice........................................................................5

ARTICLE V          OFFICERS................................................................................5
     Section 5.1   Officers, Elections, Terms..............................................................5
     Section 5.2   Duties of the Chairman of the Board.....................................................5






                                                                                                        PAGE
                                                                                                    
     Section 5.3   Duties of the President.................................................................6
     Section 5.4   Vice Presidents.........................................................................6
     Section 5.5   Treasurer...............................................................................6
     Section 5.6   Assistant Treasurer.....................................................................6
     Section 5.7   Secretary...............................................................................7
     Section 5.8   Assistant Secretaries...................................................................7
     Section 5.9   Compensation............................................................................7
     Section 5.10  Other Officers..........................................................................7
     Section 5.11  Vacancies...............................................................................7
     Section 5.12  Removal of Officers.....................................................................7

ARTICLE VI         CONTRACTS, CHECKS, BANK ACCOUNTS, ETC...................................................7
     Section 6.1   contracts, etc., How Executed............................................................7
     Section 6.2   Checks, Drafts, etc.....................................................................8
     Section 6.3   Deposits................................................................................8
     Section 6.4   General and Special Bank Accounts.......................................................8

ARTICLE VII        SHARES..................................................................................8
     Section 7.1   Certificates for Shares.................................................................8
     Section 7.2   Transfer of Shares......................................................................9
     Section 7.3   Regulations.............................................................................9
     Section 7.4   Date for Determining Shareholders of Record.............................................9
     Section 7.5   Lost, Destroyed and Mutilated Certificates..............................................9
     Section 7.6   Examination of Books by Shareholders...................................................10

ARTICLE VIII       INDEMNIFICATION........................................................................10
     Section 8.1   Definitions and References.............................................................10
     Section 8.2   Indemnification of and Advancement of Expenses to Directors............................10
     Section 8.3   Indemnification of and Advancement of Expenses to Officers, Employees and Agents.......10
     Section 8.4   Liability Insurance....................................................................10
     Section 8.5   Contract Rights........................................................................11
     Section 8.6   Non-exclusivity........................................................................11
     Section 8.7   Amendments.............................................................................11
     Section 8.8   Severability...........................................................................11

ARTICLE IX         WAIVER OF NOTICE.......................................................................11

ARTICLE X          SEAL...................................................................................11

ARTICLE XI         FISCAL YEAR............................................................................12

ARTICLE XII        AMENDMENTS.............................................................................12


                                     -ii-



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

                            PCA OF ST. LOUIS II, INC.

                                     BYLAWS

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

                                    ARTICLE I

                                    OFFICES

     SECTION 1.1 PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2 ANNUAL MEETINGS. Annual meetings of shareholders shall be held
on the date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10 % of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting not less than 10 days nor more than two months
before the date of the meeting.



     SECTION 2.6 BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7 SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8 QUORUM. A majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter, except as otherwise provided by the Tennessee Business Corporation Act
(the "Act") or the Charter. If, however, a quorum of the shares entitled to vote
as a voting group is not obtained at any meeting of the shareholders, the chair
of the meeting or the holders of a majority of the shares of such voting group
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9 ACTION BY SHAREHOLDERS. When a QUORUM is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10 VOTING. Each shareholder shall at EVERY meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11 WAIVER OF NOTICE. Whenever any NOTICE is required to be given
to any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     SECTION 2.12 ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1 GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2 VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3 LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4 ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.

     SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President, or any two directors on 24 hours' personal,
telephonic, telegraphic, facsimile or written notice to each director. Any
notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7 MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8 QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws, If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution or resolutions of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation during intervals between meetings of the
Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may he determined from time to time by resolution adopted by the Board.

     SECTION 3.11 COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12 COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13 TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited by
applicable law, no contract or other transaction between the Corporation and one
or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)   The transaction was fair as to the Corporation.

        SECTION 3.14 REMOVAL OF DIRECTORS. Any director may be removed from
office with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1 MANNER OF GIVING NOTICE. Except as otherwise required by law,
whenever notice is required to be given to any director or shareholder, such
notice requirement can be satisfied by giving written notice by mail, postage
prepaid, addressed to such director or shareholder, at his address as it appears
on the records of the Corporation, and such notice shall be deemed to be given
at the time when the same is deposited in the United States mail. Notice to
directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder or director of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2 DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3 DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are tarried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4 VICE PRESIDENTS. The Vice Presidents (in order of the Executive
Vice President, Senior Vice President and other Vice Presidents, each class in
order of the seniority of its respective members or as designated by resolution
of the Board) shall, in the absence or disability of the Chairman and President,
perform the duties and exercise the powers of said officers, and shall perform
such other duties and exercise such other powers as the Board, the Chairman of
the Board or the President may prescribe. One or more vice presidents may be
designated by the Board as either "Executive Vice President" or "Senior Vice
President."

     SECTION 5.5 TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6 ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7 SECRETARY. The Secretary, if present, shall act as secretary at
all meetings of the Board and of the shareholders and keep the minutes thereof
in a book or books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served; shall be
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates representing shares of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
lime to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8 ASSISTANT SECRETARIES. The Assistant Secretaries shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9 COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10 OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11 VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12 REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                      CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1 CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers or agent or agents,
as shall from time to time be determined by resolution of the Board.

     SECTION 6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Chairman of the Board, the President, or any other officer or
officers authorized by the Board shall direct in such banks, trust companies or
other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman of
the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1 CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2 TRANSFER OF SHARES. Each transfer of Corporation shares shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or with a transfer agent appointed
as provided in this Article VII, upon the payment of any taxes thereon and the
surrender of the certificate or certificates for such shares properly endorsed
and in good delivery form. The person in whose name Corporation shares stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; PROVIDED that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed in the entry of
transfer if requested by both the transferor and transferee.

     SECTION 7.3 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)   In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)   If no record date has been fixed by the Board, the record date
     for determining shareholders entitled to consent to corporate action in
     writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5 LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of
any Corporation shares or other securities shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate(s)
therefor, and the Board may, in its discretion, and after the expiration of
such period of time as it may determine to be advisable, cause to be issued
to him a new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6 EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall, subject
to any applicable statutes, have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4 LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the Corporation or who, while a director, officer, employee or agent of
the Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5 CONTRACT RIGHTS. The right to indemnification and advancement
of expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring prior
to such amendment; provided, however, that this provision shall not confer upon
any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6 NON-EXCLUSIVITY. The rights of a director or officer hereunder
shall be in addition to any other rights with respect to indemnification,
advancement of expenses or otherwise that he or she may have under contract or
the Act or otherwise.

     SECTION 8.7 AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8 SEVERABILITY. To the extent that the provisions of this Article
are held to be inconsistent with the provisions of Part 5 of Chapter 18 of the
Act, such provisions of such Act shall govern. In the event that any of the
provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.119

                                                                   EXHIBIT 3.119

                                     CHARTER
                                       OF
                             PCA SOUTHEAST II, INC.

                                   ARTICLE ONE

                                      NAME

     The name of the corporation is PCA Southeast II, Inc.

                                   ARTICLE TWO

                               PROFIT CORPORATION

     The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

     The initial registered office of the corporation is located at 20 Burton
Hills Boulevard, Suite 400, Nashville Davidson County, Tennessee 37215. The
initial registered agent of the corporation at its registered office is Brian C.
Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

     The mailing address of the initial principal office of the corporation is
20 Burton Hills Boulevard, Suite 400, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

     The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock. $ 01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

     The initial Board of Directors shall consist of one member whose name and
address are as follows:

                                  BRIAN C. CARR
                      PATHOLOGY CONSULTANTS OF AMERICA, INC
                            20 BURTON HILLS BOULEVARD
                                    SUITE 400
                           NASHVILLE, TENNESSEE 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

     A director of the corporation shall not be liable to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders, (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeat or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affectt any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

     The name and address of the incorporator are as follows:

                                PETER C. NOVEMBER
                                ALSTON & BIRD LLP
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3424

     IN WITNESS WHEREOF, the undersigned executes this Charter this 3rd day of
December, 1998.

                                          /s/ Peter C. November
                                          --------------------------------------
                                          Peter C. November
                                          Incorporator

                                       -3-

EX-3.120

                                                                   EXHIBIT 3.120

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


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

                             PCA SOUTHEAST II, INC.

                                     BYLAWS

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


                                                    Adopted as of December__1998

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



                             PCA SOUTHEAST II, INC.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                          PAGE
                                                                                                          
ARTICLE I         OFFICES..............................................................................      1
    Section 1.1   Principal and Registered Office......................................................      1
    Section 1.2   Other Offices........................................................................      1

ARTICLE II        MEETINGS OF SHAREHOLDERS.............................................................      1
    Section 2.1   Location.............................................................................      1
    Section 2.2   Annual Meetings......................................................................      1
    Section 2.3   Notice of Annual Meetings............................................................      1
    Section 2.4   Special Meetings.....................................................................      1
    Section 2.5   Notice of Special Meetings...........................................................      1
    Section 2.6   Business of Special Meetings.........................................................      2
    Section 2.7   Shareholder List.....................................................................      2
    Section 2.8   Quorum...............................................................................      2
    Section 2.9   Action by Shareholders...............................................................      2
    Section 2.10  Voting...............................................................................      2
    Section 2.11  Waiver of Notice.....................................................................      2
    Section 2.12  Action Without a Shareholders' Meeting...............................................      2

ARTICLE III       BOARD OF DIRECTORS...................................................................      3
    Section 3.1   General Powers; Number, Tenure and Qualifications....................................      3
    Section 3.2   Vacancies............................................................................      3
    Section 3.3   Location of Meetings.................................................................      3
    Section 3.4   Organizational Meetings..............................................................      3
    Section 3.5   Regular Meetings.....................................................................      3
    Section 3.6   Special Meetings.....................................................................      3
    Section 3.7   Meetings by Conference Telephone, etc................................................      3
    Section 3.8   Quorum...............................................................................      3
    Section 3.9   Action Without a Meeting.............................................................      4
    Section 3.10  Committees...........................................................................      4
    Section 3.11  Committee Minutes and Reports........................................................      4
    Section 3.12  Compensation.........................................................................      4
    Section 3.13  Transactions with Directors, etc.....................................................      4
    Section 3.14  Removal of Directors.................................................................      5

ARTICLE IV        NOTICES..............................................................................      5
    Section 4.1   Manner of Giving Notice..............................................................      5
    Section 4.2   Waiver of Notice.....................................................................      5

ARTICLE V         OFFICERS.............................................................................      5
    Section 5.1   Officers, Elections, Terms...........................................................      5
    Section 5.2   Duties of the Chairman of the Board..................................................      5






                                                                                                          PAGE
                                                                                                      
    Section 5.3   Duties of the President..............................................................      6
    Section 5.4   Vice Presidents......................................................................      6
    Section 5.5   Treasurer............................................................................      6
    Section 5.6   Assistant Treasurer..................................................................      6
    Section 5.7   Secretary............................................................................      7
    Section 5.8   Assistant Secretaries................................................................      7
    Section 5.9   Compensation.........................................................................      7
    Section 5.10  Other Officers.......................................................................      7
    Section 5.11  Vacancies............................................................................      7
    Section 5.12  Removal of Officers..................................................................      7

ARTICLE VI        CONTRACTS, CHECKS, BANK ACCOUNTS, ETC................................................      7
    Section 6.1   Contracts, etc., How Executed........................................................      7
    Section 6.2   Checks, Drafts, etc..................................................................      8
    Section 6.3   Deposits.............................................................................      8
    Section 6.4   General and Special Bank Accounts....................................................      8

ARTICLE VII       SHARES...............................................................................      8
    Section 7.1   Certificates for Shares..............................................................      8
    Section 7.2   Transfer of Shares...................................................................      9
    Section 7.3   Regulations..........................................................................      9
    Section 7.4   Date for Determining Shareholders of Record..........................................      9
    Section 7.5   Lost, Destroyed and Mutilated Certificates...........................................      9
    Section 7.6   Examination of Books by Shareholders.................................................     10

ARTICLE VIII      INDEMNIFICATION......................................................................     10
    Section 8.1   Definitions and References...........................................................     10
    Section 8.2   Indemnification of and Advancement of Expenses to Directors..........................     10
    Section 8.3   Indemnification of and Advancement of Expenses to Officers, Employees and Agents.....     10
    Section 8.4   Liability Insurance..................................................................     10
    Section 8.5   Contract Rights......................................................................     11
    Section 8.6   Non-exclusivity......................................................................     11
    Section 8.7   Amendments...........................................................................     11
    Section 8.8   Severability.........................................................................     11

ARTICLE IX        WAIVER OF NOTICE.....................................................................     11

ARTICLE X         SEAL.................................................................................     11

ARTICLE XI        FISCAL YEAR..........................................................................     12

ARTICLE XII       AMENDMENTS...........................................................................     12


                                      -ii-


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

                             PCA SOUTHEAST II, INC.

                                     BYLAWS

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

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1 PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from lime to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the Slate of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2 ANNUAL MEETINGS. Annual meetings of shareholders shall be held
on the date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting not less than 10 days nor more than two months
before the date of the meeting.



     SECTION 2.6 BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7 SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8 QUORUM. A majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter, except as otherwise provided by the Tennessee Business Corporation Act
(the "Act") or the Charter. If, however, a quorum of the shares entitled to vote
as a voting group is not obtained at any meeting of the shareholders, the chair
of the meeting or the holders of a majority of the shares of such voting group
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9 ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10 VOTING. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     SECTION 2.12 ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1 GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2 VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3 LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4 ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.

     SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President, or any two directors on 24 hours' personal,
telephonic, telegraphic, facsimile or written notice to each director. Any
notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7 MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8 QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act
of the Board, except as may otherwise specifically be provided by statute,
the Charter or these Bylaws. If a quorum is not present at any meeting of the
Board, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.

     SECTION 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution or resolutions of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation during intervals between meetings of the
Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11 COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12 COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13 TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited by
applicable law, no contract or other transaction between the Corporation and one
or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)   The transaction was fair as to the Corporation.

     SECTION 3.14 REMOVAL OF DIRECTORS. Any director may be removed from office
with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1 MANNER OF GIVING NOTICE. Except as otherwise required by law,
whenever notice is required to be given to any director or shareholder, such
notice requirement can be satisfied by giving written notice by mail, postage
prepaid, addressed to such director or shareholder, at his address as it appears
on the records of the Corporation, and such notice shall be deemed to be given
at the time when the same is deposited in the United States mail. Notice to
directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder or director of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in is discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2 DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3 DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4 VICE PRESIDENTS. The Vice Presidents (in order of the Executive
Vice President, Senior Vice President and other Vice Presidents, each class in
order of the seniority of its respective members or as designated by resolution
of the Board) shall, in the absence or disability of the Chairman and President,
perform the duties and exercise the powers of said officers, and shall perform
such other duties and exercise such other powers as the Board, the Chairman of
the Board or the President may prescribe. One or more vice presidents may be
designated by the Board as either "Executive Vice President" or "Senior Vice
President."

     SECTION 5.5 TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6 ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7 SECRETARY. The Secretary, if present, shall act as secretary at
all meetings of the Board and of the shareholders and keep the minutes thereof
in a book or books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served; shall be
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates representing shares of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8 ASSISTANT SECRETARIES. The Assistant Secretaries shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9 COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10 OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11 VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12 REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1 CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers or agent or agents,
as shall from time to time be determined by resolution of the Board.

     SECTION 6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Chairman of the Board, the President, or any other officer or
officers authorized by the Board shall direct in such banks, trust companies or
other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman of
the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board, The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1 CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                      -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2 TRANSFER OF SHARES. Each transfer of Corporation shares shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or with a transfer agent appointed
as provided in this Article VII, upon the payment of any taxes thereon and the
surrender of the certificate or certificates for such shares properly endorsed
and in good delivery form. The person in whose name Corporation shares stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; PROVIDED that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed in the entry of
transfer if requested by both the transferor and transferee.

     SECTION 7.3 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)   In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)   If no record date has been fixed by the Board, the record date
     for determining shareholders entitled to consent to corporate action in
     writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5 LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
Corporation shares or other securities shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate(s) therefor, and the
Board may, in its discretion, and after the expiration of such period of time as
it may determine to be advisable, cause to be issued to him a new certificate or

                                      -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6 EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall, subject
to any applicable statutes, have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4 LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the Corporation or who, while a director, officer, employee or agent of
the Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5 CONTRACT RIGHTS. The right to indemnification and advancement
of expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring prior
to such amendment; provided, however, that this provision shall not confer upon
any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6 NON-EXCLUSIVITY. The rights of a director or officer hereunder
shall be in addition to any other rights with respect to indemnification,
advancement of expenses or otherwise that he or she may have under contract or
the Act or otherwise.

     SECTION 8.7 AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8 SEVERABILITY. To the extent that the provisions of this Article
are held to be inconsistent with the provisions of Part 5 of Chapter 18 of the
Act, such provisions of such Act shall govern. In the event that any of the
provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX

                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.121

                                                                   EXHIBIT 3.121

                                     CHARTER
                                       OF
                            PCA/APR ACQUISITION CORP.

                                   ARTICLE ONE

                                      NAME

            The name of the corporation is PCA/APR Acquisition Corp.

                                   ARTICLE TWO

                               PROFIT CORPORATION

                    The corporation is organized for profit.

                                  ARTICLE THREE

                           REGISTERED OFFICE AND AGENT

     The initial registered office of the corporation is located at 20 Burton
Hills Boulevard, Suite 220, Nashville, Davidson County. Tennessee 37215. The
initial registered agent of the corporation at its registered office is
Brian C. Carr.

                                  ARTICLE FOUR

                                PRINCIPAL OFFICE

     The mailing address of the initial principal office of the corporation is
20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.

                                  ARTICLE FIVE

                                AUTHORIZED SHARES

     The total number of shares of all classes of capital stock which the
corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $ .01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.



                                   ARTICLE SIX

                           INITIAL BOARD OF DIRECTORS

     The initial Board of Directors shall consist of one member whose name and
address are as follows:

                                  BRAIN C. CARR
                        PATHOLOGY CONSULTANTS OF AMERICA,
                          INC 20 BURTON HILLS BOULEVARD
                                    SUITE 220
                           NASHVILLE, TENNESSEE 37215

                                  ARTICLE SEVEN

                        LIMITATION OF DIRECTOR LIABILITY

     A director of the corporation shall not be liable to the corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation or law: or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act"). Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are severable and shall remain enforceable to the
fullest extent permitted by law.

                                       -2-


                                  ARTICLE EIGHT

                                  INCORPORATOR

             The name and address of the incorporator are as follows

                                 RUTH F. ARNOLD
                                7051 HIGHWAY 70 S
                                    SUITE 330
                           NASHVILLE, TENNESSEE 37221

     IN WITNESS WHEREOF, the undersigned executes this Charter this 31st day of
March, 1998


                                              /s/ Ruth F. Arnold
                                              ----------------------------------
                                              Ruth F. Arnold
                                              Incorporator

                                       -3-

EX-3.122

                                                                   EXHIBIT 3.122

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

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

                            PCA/APR ACQUISITION CORP.

                                     BYLAWS

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

                                                    Adopted as of March 31, 1998

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



                            PCA/APR ACQUISITION CORP.

                                     BYLAWS

                                TABLE OF CONTENTS



                                                                                                         PAGE
                                                                                                      
ARTICLE I          OFFICES..............................................................................    1
     Section 1.1   Principal and Registered Office......................................................    1
     Section 1.2   Other Offices........................................................................    1

ARTICLE II         MEETINGS OF SHAREHOLDERS.............................................................    1
     Section 2.1   Location.............................................................................    1
     Section 2.2   Annual Meetings......................................................................    1
     Section 2.3   Notice of Annual Meetings............................................................    1
     Section 2.4   Special Meetings.....................................................................    1
     Section 2.5   Notice of Special Meetings...........................................................    1
     Section 2.6   Business of Special Meetings.........................................................    2
     Section 2.7   Shareholder List.....................................................................    2
     Section 2.8   Quorum...............................................................................    2
     Section 2.9   Action by Shareholders...............................................................    2
     Section 2.10  Voting...............................................................................    2
     Section 2.11  Waiver of Notice.....................................................................    2
     Section 2.12  Action Without a Shareholders' Meeting...............................................    2

 ARTICLE III       BOARD OF DIRECTORS...................................................................    3
     Section 3.1   General Powers; Number, Tenure and Qualifications....................................    3
     Section 3.2   Vacancies............................................................................    3
     Section 3.3   Location of Meetings.................................................................    3
     Section 3.4   Organizational Meetings..............................................................    3
     Section 3.5   Regular Meetings.....................................................................    3
     Section 3.6   Special Meetings.....................................................................    3
     Section 3.7   Meetings by Conference Telephone, etc................................................    3
     Section 3.8   Quorum...............................................................................    3
     Section 3.9   Action Without a Meeting.............................................................    4
     Section 3.10  Committees...........................................................................    4
     Section 3.11  Committee Minutes and Reports........................................................    4
     Section 3.12  Compensation.........................................................................    4
     Section 3.13  Transactions with Directors, etc.....................................................    4
     Section 3.14  Removal of Directors.................................................................    5

 ARTICLE IV        NOTICES..............................................................................    5
     Section 4.1   Manner of Giving Notice..............................................................    5
     Section 4.2   Waiver of Notice.....................................................................    5

 ARTICLE V         OFFICERS.............................................................................    5
     Section 5.1   Officers, Elections, Terms...........................................................    5
     Section 5.2   Duties of the Chairman of the Board..................................................    5






                                                                                                         PAGE
                                                                                                     
     Section 5.3   Duties of the President..............................................................    6
     Section 5.4   Vice Presidents......................................................................    6
     Section 5.5   Treasurer............................................................................    6
     Section 5.6   Assistant Treasurer..................................................................    6
     Section 5.7   Secretary............................................................................    7
     Section 5.8   Assistant Secretaries................................................................    7
     Section 5.9   Compensation.........................................................................    7
     Section 5.10  Other Officers.......................................................................    7
     Section 5.11  Vacancies............................................................................    7
     Section 5.12  Removal of Officers..................................................................    7

ARTICLE VI         CONTRACTS, CHECKS, BANK ACCOUNTS, ETC................................................    7
     Section 6.1   Contracts, etc., How Executed........................................................    7
     Section 6.2   Checks, Drafts, etc..................................................................    8
     Section 6.3   Deposits.............................................................................    8
     Section 6.4   General and Special Bank Accounts....................................................    8

ARTICLE VII        SHARES...............................................................................    8
     Section 7.1   Certificates for Shares..............................................................    8
     Section 7.2   Transfer of Shares...................................................................    9
     Section 7.3   Regulations..........................................................................    9
     Section 7.4   Date for Determining Shareholders of Record..........................................    9
     Section 7.5   Lost, Destroyed and Mutilated Certificates...........................................    9
     Section 7.6   Examination of Books by Shareholders.................................................   10

ARTICLE VIII       INDEMNIFICATION......................................................................   10
     Section 8.1   Definitions and References...........................................................   10
     Section 8.2   Indemnification of and Advancement of Expenses to Directors..........................   10
     Section 8.3   Indemnification of and Advancement of Expenses to Officers, Employees and Agents.....   10
     Section 8.4   Liability Insurance..................................................................   10
     Section 8.5   Contract Rights......................................................................   11
     Section 8.6   Non-exclusivity......................................................................   11
     Section 8.7   Amendments...........................................................................   11
     Section 8.8   Severability.........................................................................   11

ARTICLE IX         WAIVER OF NOTICE.....................................................................   11

ARTICLE X          SEAL.................................................................................   11

ARTICLE XI         FISCAL YEAR..........................................................................   12

ARTICLE XII        AMENDMENTS...........................................................................   12


                                      -ii-


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

                            PCA/APR ACQUISITION CORP.

                                     BYLAWS

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

                                    ARTICLE I

                                     OFFICES

     SECTION 1.1 PRINCIPAL AND REGISTERED OFFICE. The Corporation's principal
office shall be in the City of Nashville, County of Davidson, State of
Tennessee. The Corporation's registered office in the State of Tennessee shall
be in the City of Nashville, County of Davidson.

     SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Tennessee as the Board of
Directors may from time to time determine or the business of the Corporation may
require to the extent not prohibited by law.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

     SECTION 2.1 LOCATION. All meetings of shareholders shall be held at the
Corporation's principal office, or at such other place either within or without
the State of Tennessee as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.

     SECTION 2.2 ANNUAL MEETINGS. Annual meetings of shareholders shall be held
on the date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors by plurality vote, and shall
transact any other business as may properly come before the meeting.

     SECTION 2.3 NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
stating the place, day and hour of the meeting shall be given to each
shareholder of record entitled to vote at such meeting not less than 10 days nor
more than two months before the date of the meeting.

     SECTION 2.4 SPECIAL MEETINGS. Special meetings of shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Charter,
may be called by the Chairman or the President, or a majority of the Board of
Directors, or upon the written request of the holders of at least 10% of all of
the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. Such request by the shareholders shall state
specifically the purpose or purposes of the proposed meeting.

     SECTION 2.5 NOTICE OF SPECIAL MEETINGS. Written notice of a special meeting
stating the place, day and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given to each shareholder of record
entitled to vote at such meeting not less than 10 days nor more than two months
before the date of the meeting.



     SECTION 2.6 BUSINESS OF SPECIAL MEETINGS. Business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.

     SECTION 2.7 SHAREHOLDER LIST. The officer who has charge of the
Corporation's stock ledger shall prepare and make available for inspection by
any shareholder beginning two business days after the notice of the meeting is
given, and continuing through the time of the meeting, a complete, alphabetical
list of shareholders entitled to vote at the meeting, arranged by voting group,
and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be available for inspection by
any shareholder during regular business hours either at the Corporation's
principal office or at a place within the city where the meeting is to be held,
which place is specified in the notice of the meeting. The list of shareholders
entitled to vote also shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any shareholder
who is present.

     SECTION 2.8 QUORUM. A majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter, except as otherwise provided by the Tennessee Business Corporation Act
(the "Act") or the Charter. If, however, a quorum of the shares entitled to vote
as a voting group is not obtained at any meeting of the shareholders, the chair
of the meeting or the holders of a majority of the shares of such voting group
who are present, in person or by proxy, may adjourn the meeting to another
place, date or time, and no notice of such place, date or time need be given;
PROVIDED, HOWEVER, that if a new record date for the adjourned meeting must be
set, notice of such adjourned meeting must be given to persons who are
shareholders as of the new record date. Every meeting of the shareholders may be
adjourned from time to time until its business is completed, and except as
provided herein or by applicable law, no notice need be given of such adjourned
meeting.

     SECTION 2.9 ACTION BY SHAREHOLDERS. When a quorum is present at any
meeting, action on any matter, other than the election of directors, by a voting
group is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the question is one upon which
by express provision in the Charter or the Act, a different vote is required, in
which case, such express provision shall govern and control the decision of such
question.

     SECTION 2.10 VOTING. Each shareholder. shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share having
voting power held by such shareholder, except as may otherwise be provided in
the Charter.

     SECTION 2.11 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein shall
be equivalent to the giving of such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

     SECTION 2.12 ACTION WITHOUT A SHAREHOLDERS' MEETING. Any action required to
be taken at any annual or special meeting of shareholders of the Corporation, or
any action which may be taken at any annual or special meeting of such
shareholders, may be taken without a meeting, without prior notice and without a
vote, upon the affirmative vote of the number of shares that would be necessary
to authorize or take such action at a meeting, provided that all shareholders
entitled to vote on the action consent to taking such action without a meeting.
The consent(s) must be in writing, setting

                                       -2-


forth the action so taken, and shall be signed by each of the holders of
outstanding shares entitled to vote on such matter, indicating each signing
shareholder's vote or abstention on the action. Any such consent shall be
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 3.1 GENERAL, POWERS; NUMBER, TENURE AND QUALIFICATIONS. The
Corporation's business, properties and affairs shall be managed by its Board of
Directors (the "Board"), comprised of a number of directors determined from time
to time by resolution of the Board or the shareholders. Directors shall be
elected at each annual meeting of the shareholders, and shall hold office until
their successors are elected and qualified.

     SECTION 3.2 VACANCIES. Vacancies in the Board may be filled by the
shareholders or the affirmative vote of a majority of the remaining directors
even though such remaining directors constitute less than a quorum of the Board.
If there are no directors in office, the shareholders may hold a special meeting
to elect directors.

     SECTION 3.3 LOCATION OF MEETINGS. Meetings of the Board, regular or
special, shall be held at the Corporation's principal office unless otherwise
specified in the notice thereof, in which event the meeting shall be held where
specified in the notice, either within or without the State of Tennessee.

     SECTION 3.4 ORGANIZATIONAL MEETINGS. The first meeting of each newly
elected Board shall be held on the day and time specified by the Corporation's
Board. No notice of such meeting shall be necessary to the newly elected
directors in order to legally constitute the meeting, provided a quorum is
present.

     SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times and places as the Board by resolution may determine.

     SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President, or any two directors on 24 hours' personal,
telephonic, telegraphic, facsimile or written notice to each director. Any
notice or waiver thereof of a special meeting, whether personal, telephonic,
telegraphic or written, need not include a statement of the business to be
transacted at, nor the purposes of, such special meeting except as expressly
required by statute, the Corporation's Charter or these Bylaws. Meetings of any
committee of the Board may be called by the Chairman, the President or by the
chairman of the committee, at any time upon personal, telephonic, telegraphic or
written notice to each member of such committee and need not include a statement
of the business to be transacted at, nor the purposes of, such special meeting.

     SECTION 3.7 MEETINGS BY CONFERENCE TELEPHONE, ETC. Meetings of the Board
and of any committee thereof, may be held by means of a conference telephone or
equivalent communication equipment by which all persons participating in the
meeting can hear each other simultaneously. Participation by such means shall
constitute presence in person at any such meeting.

     SECTION 3.8 QUORUM. At all meetings of the Board, a majority of the
directors then holding office shall constitute a quorum for the transaction of
business, and the act of a majority of the

                                       -3-


directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may otherwise specifically be provided by statute, the
Charter or these Bylaws. If a quorum is not present at any meeting of the Board,
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting or vote, upon the affirmative vote of the number of directors
that would be necessary to authorize or take such action at a meeting, if a
written consent setting forth the action taken is signed by all members of the
Board or committee, as the case may be, and such written consent or consents are
filed with the minutes of proceedings of the Board or of such committee. Such
consents shall have the same effect as a meeting vote of the Board.

     SECTION 3.10 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution or resolutions of the Board, shall have and
may exercise all the powers and authority of the Board in the management of the
business and affairs of the Corporation during intervals between meetings of the
Board, except to the extent such power and authority may be prohibited or
restricted by the Act. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the Board.

     SECTION 3.11 COMMITTEE MINUTES AND REPORTS. Each committee shall keep
regular minutes of its meetings and report the same to the Board whenever
required or requested.

     SECTION 3.12 COMPENSATION. The Board shall have the authority to fix the
compensation of directors. The directors may be paid a fixed sum for attendance
at each meeting of the Board and/or a stated salary as directors. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be compensated for attending committee meetings.

     SECTION 3.13 TRANSACTIONS WITH DIRECTORS, ETC. Insofar as not prohibited by
applicable law, no contract or other transaction between the Corporation and one
or more of its directors or officers or between the Corporation or any other
entity in which one or more of its directors or officers are directors, officers
or trustees, are general partners, or have a material financial interest, shall
be void or voidable because of such relationship or interest, or because such
director or officer is present at or participates in a meeting of the Board or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, or solely because his or their votes are counted for such purpose,
if either:

            (a)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the Board or a committee of
     the Board, and the Board or committee authorized, approved or ratified the
     transaction by the affirmative vote of a majority of the disinterested
     directors of the Board or the committee, even though the disinterested
     directors are less than a quorum; or

            (b)   The material facts of the transaction and the director's or
     officer's interest were disclosed or known to the shareholders entitled to
     vote thereon, and such transaction was

                                       -4-


     authorized, approved or ratified by the vote of the disinterested holders
     of a majority of the shares entitled to vote thereon; or

            (c)   The transaction was fair as to the Corporation.

     SECTION 3.14 REMOVAL OF DIRECTORS. Any director may be removed from office
with or without cause.

                                   ARTICLE IV

                                     NOTICES

     SECTION 4.1 MANNER OF GIVING NOTICE. Except as otherwise required by law,
whenever notice is required to be given to any director or shareholder, such
notice requirement can be satisfied by giving written notice by mail, postage
prepaid, addressed to such director or shareholder, at his address as it appears
on the records of the Corporation, and such notice shall be deemed to be given
at the time when the same is deposited in the United States mail. Notice to
directors may also be given in person or by telegram, facsimile or telephone.

     SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be given
to any shareholder or director of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.

                                    ARTICLE V

                                    OFFICERS

     SECTION 5.1 OFFICERS, ELECTION, TERMS. The officers of the Corporation
shall be a President and a Secretary. The Board may also elect a Chairman of the
Board, a Treasurer and one or more Vice Presidents, Assistant Treasurers,
Assistant Secretaries and such other officers as the Board may from time to time
deem proper. The Corporation's officers shall be elected annually by the Board
at its regular annual organizational meeting to serve for a term of one year and
until their respective successors are elected and qualified. If the officers or
any of them for any reason should not be elected at the regular annual meeting
of the Board, they may be elected at any regular or special meeting of the
Board. Any person may hold two or more of the offices in the Corporation, except
the same person may not serve as President and Secretary (or Assistant
Secretary). The Board may in its discretion designate one or more of the Vice
Presidents as Executive or Senior Vice Presidents.

     SECTION 5.2 DUTIES OF THE CHAIRMAN OF THE BOARD. The Chairman of the Board
shall preside at all meetings of the shareholders and Board. He shall have
authority to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation; he shall have power to endorse, when sold,
assigned, transferred or otherwise disposed of by the Corporation, all
certificates or shares of stock, bonds or other securities issued by other
corporations, associations, trusts, whether public or private, or by any
government agency thereof, and owned or held by the Corporation, and to make,
execute and deliver all instruments or assignments of transfer of any of such
stocks, bonds or other securities. He may, with the approval of the Board, or
shall, at the Board's direction, delegate any or all of such duties to the
President.

                                       -5-


     SECTION 5.3 DUTIES OF THE PRESIDENT. The President shall be the
Corporation's chief executive officer, and shall be responsible for all of the
operations of the Corporation, and shall report to the Board.

     The President shall be responsible to the Chairman and to the Board and
shall see that all orders and resolutions of the Board are carried into effect.
He shall, under the direction of the Board, have general supervision and
direction of the other officers, employees and agents of the Corporation and
shall see that their duties, as assigned by the Board, are properly performed.
He shall designate and assign the duties of the officers under his supervision,
with the approval of the Board or at their direction.

     The President shall have authority to execute bonds, mortgages and other
contracts requiring a seal, under the seal of the Corporation; he shall have
power to endorse, when sold, assigned, transferred or otherwise disposed of by
the Corporation, all certificates for shares, bonds or other securities or
evidences of indebtedness issued by other corporations, associations, trusts,
whether public or private, or by any government or agency thereof, and owned or
held by the Corporation and to make, execute and deliver all instruments or
assignments or transfers of any such stocks, bonds or other securities. In the
absence of the Chairman of the Board, the President shall have authority to do
any and all things delegated to the Chairman of the Board by the Board or by any
committee of the Board having authority.

     The President shall have general authority over the Corporation's business
and shall have such other powers and perform such other duties as the Board may
from time to time prescribe.

     The President will perform all of the duties and have all of the authority
of the Chairman of the Board in the absence of the Chairman of the Board, or in
the event a Chairman is not elected.

     SECTION 5.4 VICE PRESIDENTS. The Vice Presidents (in order of the Executive
Vice President, Senior Vice President and other Vice Presidents, each class in
order of the seniority of its respective members or as designated by resolution
of the Board) shall, in the absence or disability of the Chairman and President,
perform the duties and exercise the powers of said officers, and shall perform
such other duties and exercise such other powers as the Board, the Chairman of
the Board or the President may prescribe. One or more vice presidents may be
designated by the Board as either "Executive Vice President" or "Senior Vice
President."

     SECTION 5.5 TREASURER. The Treasurer shall be the Corporation's chief
financial officer and shall have charge and custody of, and shall be responsible
for, all funds and securities of the Corporation, and shall deposit all such
funds in the name of the Corporation in such banks or other depositories as
shall be selected or authorized to be selected by the Board; shall render or
cause to be rendered a statement of the condition of the finances of the
Corporation at all regular meetings of the Board, and a full financial report at
the annual meeting of shareholders, if called upon so to do; shall receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever; and, in general, subject to the provisions hereof shall perform or
cause to be performed all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Board.

     SECTION 5.6 ASSISTANT TREASURER. The Assistant Treasurers shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Treasurer

                                       -6-


or the Board. At the request of the Treasurer, or in case of his absence or
inability to act, any Assistant Treasurer may act in his place.

     SECTION 5.7 SECRETARY. The Secretary, if present, shall act as secretary at
all meetings of the Board and of the shareholders and keep the minutes thereof
in a book or books to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and served; shall be
custodian of the seal of the Corporation and shall affix the seal or cause it or
a facsimile thereof to be affixed to all certificates representing shares of the
Corporation and to all documents the execution of which on behalf of the
Corporation under its seal shall be duly authorized in accordance with the
provisions of these Bylaws; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other documents required
by law are properly kept and filed; may sign, with any other proper officer of
the Corporation thereunto authorized, certificates for shares, securities or
evidences of indebtedness of the Corporation; and, in general, shall perform all
the duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the Chairman of the Board or the Board.

     SECTION 5.8 ASSISTANT SECRETARIES. The Assistant Secretaries shall perform
such duties as from time to time may be assigned to them by the Chairman of the
Board, the President, the Secretary or the Board. At the request of the
Secretary, or in case of his absence or inability to act, any Assistant
Secretary may act in his place.

     SECTION 5.9 COMPENSATION. The salaries of the Corporation's principal
officers shall be fixed from time to time by the Board, after taking account of
any recommendations by any committee to which the power to advise with respect
to salaries is delegated by the Board. The Board may from time to time delegate
to any principal officer or any committee power to fix the salaries of other
officers, agents and employees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a director of the Corporation
or a member of any committee contemplated by these Bylaws.

     SECTION 5.10 OTHER OFFICERS. The other officers of the Corporation shall
perform such duties and shall exercise such powers as may be prescribed by the
Board, or by the Chairman of the Board, or the President acting under authority
delegated them by the Board.

     SECTION 5.11 VACANCIES. Vacancies in office arising from any cause may be
filled by action of the Board at any regular or special meeting of the Board.

     SECTION 5.12 REMOVAL OF OFFICERS. The Board may remove any officer from
office at any time by a majority vote of the whole Board of Directors.

                                   ARTICLE VI

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

     SECTION 6.1 CONTRACTS, ETC., HOW EXECUTED. The Board may authorize any
officer(s) or agent(s) to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances and if the Board so provides
may be delegated by the person so authorized; and, unless so authorized by the
Board or these Bylaws, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for

                                       -7-


any purpose or to any amount. In general, absent specific authorization of the
Board of Directors, and then only for the specific purposes and time set forth
by the Board, no Treasurer, Secretary, Assistant Secretary or Assistant
Treasurer may enter into any contract or instrument on behalf of the Corporation
without the signature of the President or the Senior Vice President; PROVIDED
nothing herein shall prevent such officers from attesting the signatures of
other officers duly authorized to execute documents.

     SECTION 6.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers or agent or agents,
as shall from time to time be determined by resolution of the Board.

     SECTION 6.3 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Chairman of the Board, the President, or any other officer or
officers authorized by the Board shall direct in such banks, trust companies or
other depositories as may be selected by the Chairman of the Board, the
President or any other officer or officers or agents or agents to whom power in
that respect shall have been delegated by the Board. For the purpose of deposit
and for the purpose of collection for the account of the Corporation, checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by such officer or
officers or agent or agents as shall be determined by the Chairman of the Board,
the President or any other officer or officers designated by the Board.

     SECTION 6.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board or the Chairman of
the Board, the President or any other officer or officers designated by the
Board may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other depositories as
may be selected by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

                                   ARTICLE VII

                                     SHARES

     SECTION 7.1 CERTIFICATES FOR SHARES. Every holder of shares shall be
entitled to have a certificate, in such form as the Board shall prescribe,
certifying the number and class of Corporation shares owned by him. Each such
certificate shall be signed in the name of the Corporation by the Chairman or
Vice Chairman of the Board, the President or an Executive Vice President or a
Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary. The signature of any such officer may be a facsimile.
In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon, any such certificate shall cease to be
such officer, transfer agent or registrar, before such certificate shall have
been issued by the Corporation, such certificate may nevertheless be issued by
the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue. A record shall be kept of the
respective names of the persons, firms or corporations owning the shares
represented by certificates, respectively, and the respective dates thereof,
and, in case of cancellation, the respective dates of cancellation. Every
certificate surrendered to the Corporation for exchange or transfer shall be
cancelled, and a new certificate or certificates shall not be issued in exchange
for any existing

                                       -8-


certificates until such existing certificate shall have been so cancelled,
except in cases otherwise provided for in this Article VII.

     SECTION 7.2 TRANSFER OF SHARES. Each transfer of Corporation shares shall
be made only on the books of the Corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, or with a transfer agent appointed
as provided in this Article VII, upon the payment of any taxes thereon and the
surrender of the certificate or certificates for such shares properly endorsed
and in good delivery form. The person in whose name Corporation shares stand on
the books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation; PROVIDED that whenever any transfer of shares shall
be made for collateral security and not absolutely, such fact, if known to the
Corporation or to any such transfer agent, shall be so expressed in the entry of
transfer if requested by both the transferor and transferee.

     SECTION 7.3 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for Corporation shares. It may
appoint, or authorize the Chairman or President to appoint, one or more transfer
agents and one or more registrars, and may require all certificates for shares
of the Corporation to bear the signature or signatures of any such transfer
agents or registrars.

     SECTION 7.4 DATE FOR DETERMINING SHAREHOLDERS OF RECORD.

            (a)   In order that the Corporation may determine the shareholders
     entitled to notice of or to vote at any meeting of shareholders or any
     adjournment thereof or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect to any change, conversion or exchange of shares or for the
     purpose of any other lawful action, the Board may fix in advance, a record
     date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted, and which shall not be more
     than 70 days before the date of such meeting or action. If no record date
     is fixed by the Board, the record date shall be at the close of business on
     the day on which notice is given, or, if notice is waived, at the close of
     business on the day on which the meeting is held, or, in the case of a
     distribution (other than one involving the repurchase or reacquisition of
     shares), the day on which the Board authorizes such distribution. A
     determination of shareholders of record entitled to notice of or to vote at
     a meeting of shareholders shall apply to any adjournment of such meeting;
     PROVIDED, HOWEVER, that the Board may fix a new record date for the
     adjourned meeting and must fix a new record date if the meeting is
     adjourned to a date more than four months after the date for the original
     meeting.

            (b)   If no record date has been fixed by the Board, the record date
     for determining shareholders entitled to consent to corporate action in
     writing without a meeting, when no prior action by the Board is required
     under the Act, shall be the first date on which a signed written consent
     setting forth the action taken or proposed to be taken is delivered to the
     Corporation by delivery to its registered or principal office. Delivery to
     the Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.

     SECTION 7.5 LOST, DESTROYED AND MUTILATED CERTIFICATES. The holder of any
Corporation shares or other securities shall immediately notify the Corporation
of any loss, destruction or mutilation of the certificate(s) therefor, and the
Board may, in its discretion, and after the expiration of such period of time as
it may determine to be advisable, cause to be issued to him a new certificate or

                                       -9-


certificates for shares, upon the surrender of the mutilated certificate, or in
case of loss or destruction of the certificate, upon proof satisfactory to the
Board of such loss or destruction, and the Board or its delegee may, in its
discretion, require the owner of the lost, destroyed or mutilated certificate,
or his legal representatives, to give the Corporation a bond, in such sum and
with such surety or sureties as it may direct, or to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss,
destruction or mutilation of any such certificate or the issuance of such new
certificate.

     SECTION 7.6 EXAMINATION OF BOOKS BY SHAREHOLDERS. The Board shall, subject
to any applicable statutes, have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and no shareholder shall have any right to inspect any account or
book or document of the Corporation, except as conferred by any such statute,
unless and until authorized so to do by resolution of the Board or of the
shareholders of the Corporation.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 DEFINITIONS AND REFERENCES. Terms used in this Article shall
have the meanings assigned such terms in Part 5 of Chapter 18 of the Act.
Whenever in this provision reference is made to a specific section of the Act,
such reference shall be deemed to refer to such section as amended from time to
time or any successor provision.

     SECTION 8.2 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO DIRECTORS.
The corporation shall indemnify and advance expenses to its directors to the
full extent and under the conditions that a Tennessee corporation is permitted
to indemnify and advance expenses to its directors under Part 5 of Chapter 18 of
the Act, as amended from time to time, other than the provisions of Section
48-18-509 thereof.

     SECTION 8.3 INDEMNIFICATION OF AND ADVANCEMENT OF EXPENSES TO OFFICERS,
EMPLOYEES AND AGENTS. The corporation shall indemnify and advance expenses to
its officers who are not directors (and may, if authorized for a specific
proceeding, indemnify and advance expenses to its employees and agents who are
not officers or directors) to the same extent and under the same conditions as
to directors. No advancement or reimbursement of expenses to officers, employees
or agents in accordance with the foregoing sentence shall be made unless the
proposed indemnitee furnishes the Corporation a written affirmation of his or
her good faith belief that he or she has met the standard of conduct set forth
in Section 48-18-502(a) of the Act, and he or she furnishes the Corporation a
written undertaking, executed personally or on his or her behalf, to repay any
advances if it is ultimately determined that he or she is not entitled to
indemnification under this Article or Part 5 of Chapter 18 of the Act.

     SECTION 8.4 LIABILITY INSURANCE. The corporation may purchase and maintain
insurance on behalf of an individual who is a director, officer, employee or
agent of the Corporation or who, while a director, officer, employee or agent of
the Corporation, serves at the Corporation's request as a director, officer,
partner, trustee, employee or agent of another domestic or foreign corporation,
partnership, joint venture, trust, employee benefit plan, or other entity
against liability asserted against or incurred by him or her in that capacity or
arising from his or her status as a director, officer,

                                      -10-


employee, or agent, whether or not the Corporation would have power to indemnify
or advance expenses to him or her against the same liability under this Article
or under Part 5 of Chapter 18 of the Act.

     SECTION 8.5 CONTRACT RIGHTS. The right to indemnification and advancement
of expenses conferred hereunder to directors and officers shall be a contract
right and shall not be affected adversely to any director or officer by any
amendment of these Bylaws with respect to any action or inaction occurring prior
to such amendment; provided, however, that this provision shall not confer upon
any indemnitee or potential indemnitee (in his or her capacity as such) the
right to consent or object to any subsequent amendment of these Bylaws.

     SECTION 8.6 NON-EXCLUSIVITY. The rights of a director or officer hereunder
shall be in addition to any other rights with respect to indemnification,
advancement of expenses or otherwise that he or she may have under contract or
the Act or otherwise.

     SECTION 8.7 AMENDMENTS. No amendment, modification or rescission of this
Article, or any provision hereof, the effect of which would diminish the rights
to indemnification or advancement of expenses as set forth herein shall be
effective as to any director or officer of the Corporation with respect to any
action taken or omitted by such person prior to such amendment, modification or
rescission.

     SECTION 8.8 SEVERABILITY. To the extent that the provisions of this Article
are held to be inconsistent with the provisions of Part 5 of Chapter 18 of the
Act, such provisions of such Act shall govern. In the event that any of the
provisions of this Article (including any provision within a single section,
subsection, division or sentence) is held by a court of competent jurisdiction
to be invalid, void or otherwise unenforceable, the remaining provisions of this
Article shall remain enforceable to the fullest extent permitted by law.

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by these Bylaws or by
statute, the person entitled thereto may in person, or in the case of a
shareholder by his attorney thereunto duly authorized, waive such notice in
writing (including, telegraph, cable, radio or wireless), whether before or
after the meeting, or other matter in respect of which such notice is to be
given, and in such event such notice, and any action to be taken after such
notice or after the lapse of a prescribed period of time may be taken without
such notice and without the lapse of any period of time.

                                    ARTICLE X

                                      SEAL

     The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation, the year of its incorporation and the word
"Tennessee" as impressed to the margin hereof. It need not be affixed to
contracts and other agreements to which the Corporation is a party for such
contracts and agreements to be binding.

                                      -11-


                                   ARTICLE XI

                                   FISCAL YEAR

     The fiscal year of the Corporation shall be determined by resolution of the
Board.

                                   ARTICLE XII

                                   AMENDMENTS

     These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
the affirmative vote of a majority of the Board at any regular or special
meeting of the Board, unless the Charter or applicable law reserve this power to
the shareholders.

                                      -12-

EX-3.123

                                                                   EXHIBIT 3.123

                            ARTICLES OF INCORPORATION

                                       OF

                         PETER G. KLACSMANN, M.D., P.C.

                                    ARTICLE I

     The name of the corporation is Peter G. Klacsmann, M.D., P.C.

                                   ARTICLE II

     The corporation shall have perpetual duration.

                                   ARTICLE III

     The purpose of the corporation is to practice medicine and pathology and
the general nature of the business to be transacted by this corporation is: (a)
To engage in every phase and aspect of the business of rendering the same
professional service to the public that a physician duly licensed under the laws
of the State of Georgia is authorized to render, but such professional services
shall be rendered only through officers, employees, and agents who are duly
licensed or otherwise legally authorized to practice medicine within this State;
(b) To own real and personal property necessary or appropriate for the rendering
of the professional services authorized by these Articles of Incorporation and
to invest the funds of this professional corporation in real estate, mortgages,
stocks, bonds, or any other type of investment



whatsoever; (c) To do, either alone or in conjunction with other corporations,
associations, firms or individuals, all and everything necessary and proper for
the accomplishment of any of the purposes, the attainment of any of the objects,
or the furtherance of the purposes and objects enumerated in these Articles of
Incorporation or any amendment thereof, necessary or incidental to the
protection and benefit of this professional corporation; (d) The foregoing
enumeration of specific purposes or objects shall not be held to limit or
restrict in any manner the purposes or objects of this professional corporation
otherwise permitted by the laws of this State.

                                   ARTICLE IV

     This corporation hereby elects to be governed by the provisions of the
Georgia Professional Corporation Act, and the corporation and its shareholders
shall have all of the power and shall enjoy all of the rights, privileges and
immunities as provided for under the Georgia Business Corporation Code, except
as changed, restricted or enlarged by the provisions of said Georgia
Professional Corporation Act.

                                    ARTICLE V

     The total number of shares of stock which the corporation shall have
authority to issue is 1,000 with no par value.

                                       -2-


                                   ARTICLE VI

     The corporation will not commence business until a minimum of Five Hundred
and No/100 Dollars ($500.00) has been received for the issuance of shares.

                                   ARTICLE VII

     The registered office of the corporation in the State of Georgia is to be
located at 3560 Pebble Beach Drive, Augusta, Georgia 30907. Its registered agent
at such address is Peter G. Klacsmann. His consent to serve is attached hereto.

                                  ARTICLE VIII

     The initial Board of Directors shall consist of two (2) members who shall
be:

                                      Peter G. Klacsmann
                                      3560 Pebble Beach Drive
                                      Augusta, Georgia 30907

                                      Karen Klacsmann
                                      3560 Pebble Beach Drive
                                      Augusta, Georgia 30907

                                   ARTICLE IX

     The corporation shall have and exercise all the powers conferred by the
laws of the State of Georgia upon professional corporations formed under the
laws of such State.

     Dated this 8 day of June, 1981.


                                             /s/ Peter G. Klacsmann
                                             -----------------------------------
                                                 Peter G. Klacsmann
                                                    Incorporator

                                       -3-


                              ARTICLES OF AMENDMENT

                                       OF

                         PETER G. KLACSMANN, M.D., P.C.
                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I

     The name of the corporation is "PETER G. KLACSMANN, M.D. P.C." (the
"Corporation").

                                   ARTICLE II

     Article I of the Articles of Incorporation is amended to state as follows:

          The name of the Corporation is "PETER G. KLACSMANN, M.D., INC."

                                   ARTICLE III

     Article III of the Articles of Incorporation is deleted in its entirety.

                                   ARTICLE IV

     Article IV of the Articles of Incorporation is amended to state as follows:

         The Corporation shall be governed by the Georgia Business Corporation
     Code.

                                    ARTICLE V

     Article VI of the Articles of Incorporation is deleted in its entirety.

                                   ARTICLE VI

     Article IX of the Articles of Incorporation is deleted in its entirety.



                                   ARTICLE VII

     Pursuant to Section 14-2-1003 of the Official Code of Georgia, each
amendment described above has been duly adopted and approved by the Board of
Directors and the Shareholder of the Corporation as of the date of filing of
these Articles of Amendment.

                                  ARTICLE VIII

     The changes made by these Articles of Amendment shall be effective upon the
filing of these Articles of Amendment with the Secretary of State of the State
of Georgia.

                                   ARTICLE IX

     A request for publication of a notice of intent to file articles of
amendment which change the name of the Corporation and payment therefor have
been made as required by Section 14-2-1006.1(b) of the Official Code of Georgia.

     IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
undersigned this 2nd day of December, 2002.


                                            PETER G. KLACKSMANN, M.D., P.C.

                                            /s/ Peter G. Klacsmann
                                            ------------------------------------
                                            By: Peter G. Klacsmann, M.D.
                                            As its: President

[SEAL]

EX-3.124

                                                                   EXHIBIT 3.124

                           AMENDED AND RESTATED BYLAWS

                                       OF

                         PETER G. KLACSMANN, M.D., INC.
                            (A GEORGIA CORPORATION)

                               ARTICLE I. OFFICES

     SECTION 1. PRINCIPAL OFFICE. The principal office for the transaction of
the business of the Corporation shall be located at such place as may be fixed
from time to time by the Board of Directors.

     SECTION 2. OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the Corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1. PLACE OF MEETINGS. Any meeting of the Shareholders of the
Corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the Corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2. ANNUAL SHAREHOLDER MEETING. No annual meeting of Shareholders is
required unless one (1) or more of the Shareholders delivers written notice to
the Corporation requesting a meeting pursuant to Section 14-2-924 of the
Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held at such time and place and on such date
as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. However, no such meeting shall be held
unless one (1) or more Shareholders delivers written notice to the Corporation
requesting a meeting at least thirty (30) days before the meeting date as set in
this paragraph.

     SECTION 3. SPECIAL MEETINGS. A special meeting of the Shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Chairman of the
Board, the President, the Vice-President, a majority of the Board of Directors,
or one (1) or more Shareholders holding an aggregate of not less than
one-third (1/3) of the voting power of the Corporation. Such a call for a
special meeting must state the purpose of the meeting.

     SECTION 4. NOTICE OF MEETINGS. Unless waived, written notice stating the
place, day, and hour of each meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
Shareholder of record entitled to vote not less than ten (10) days (or not less
than any such other minimum period of days as may be prescribed by the



Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the Corporation. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5. WAIVER OF NOTICE. Notice of any annual or special meeting may be
waived by any Shareholder, either before or after the meeting. The attendance of
a Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except when a Shareholder attends solely for the purpose of stating, at the
beginning of the meeting, an objection or objections to the transaction of
business at such meeting.

     SECTION 6. QUORUM, VOTING, AND PROXY. Shareholders representing a majority
of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing such
proxy, except as otherwise provided by the Georgia Business Corporation Code. If
a proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in such proxy holder's place.

     SECTION 7. NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any Shareholders, meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all Shareholders entitled to vote with respect to the

                                        2


subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the Corporation.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1. FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors" or "Directors", notwithstanding that only one (1)
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
Corporation would have if there were no vacancies.

     SECTION 2. QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty one (21) years of age. A Director need not be a Shareholder, a citizen of
the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION3. ELECTION AND TENURE. Each Director shall hold office until the
first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4. POWERS. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges, and franchises of the
Corporation as they may deem expedient for the interests of the Corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5. MEETINGS. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual meeting. The
Board by resolution may provide for regular meetings, which may be held without
notice as and when scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, the President, or by any
Director. The Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment in which all persons

                                        3


participating in the meeting can hear each other, and participation in such a
meeting pursuant to this Section 5 shall constitute presence in person at such
meeting.

     SECTION 6. NOTICE AND WAIVER; QUORUM. Notice of any special meeting of the
Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors' meeting.

     SECTION 7. NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the Corporation.

     SECTION 8. VOTING. At all meetings of the Board of Directors, each Director
shall have one (1) vote and, except as otherwise provided herein or provided by
law, all questions shall be determined by a majority vote of the Directors
present.

     SECTION 9. REMOVAL. Any one (1) or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11. DIVIDENDS. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the Corporation, or out of the unreserved and unrestricted capital
surplus if so authorized by the Articles of Incorporation, as they may deem
expedient.

     SECTION 12. COMMITTEES. In the discretion of the Board of Directors, such
Board from time to time may elect or appoint, from its own members, an Executive
Committee or such other

                                        4


committee or committees as such Board may see fit to establish. Each such
committee shall consist of two (2) or more Directors, and each shall have and
may exercise such authority and perform such functions as the Board by
resolution may prescribe within the limitations imposed by law.

     SECTION 13. OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the Corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the Corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14. COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1. SELECTION. The Board of Directors at each annual meeting shall
elect or appoint a President and a Secretary, both to serve for the ensuing year
and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one (1) or more Vice Presidents, a
Treasurer, and also may elect or appoint one (1) or more Assistant Vice
Presidents and/or one (1) or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they may, in
the discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two (2) or more offices.

     SECTION 2. REMOVAL, VACANCIES. Any Officers of the Corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

     SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all meetings of the
Board of Directors and at all meetings of the Shareholders. The Chairman of the
Board of Directors shall have all the powers of the President in the event of
the President's absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President

                                        5


on matters of general policy affecting the business of the Corporation and shall
have, in such Chairman's discretion, power and authority to generally supervise
all the affairs of the Corporation and the acts and conduct of all the Officers
of the Corporation, and shall have such other duties as may be conferred upon
the Chairman of the Board by the Board of Directors.

     SECTION 4. PRESIDENT. If there be no Chairman of the Board elected, or in
the Chairman's absence, the President shall preside at all meetings of the Board
of Directors and at all meetings of the Shareholders. The immediate supervision
of the affairs of the Corporation shall be vested in the President. It shall be
the President's duty to attend constantly to the business of the Corporation and
to maintain strict supervision over all of its affairs and interests. The
President shall keep the Board of Directors fully advised of the affairs and
condition of the Corporation, and shall manage and operate the business of the
Corporation pursuant to such policies as may be prescribed from time to time by
the Board of Directors. The President shall, subject to approval of the Board,
hire and fix the compensation of all employees and agents of the Corporation
other than Officers, and any person thus hired shall be removable at the
President's pleasure.

     SECTION 5. VICE PRESIDENT. Any Vice President of the Corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by the Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6. SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the Corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7. TREASURER. The Treasurer shall keep, or cause to be kept, the
financial books and records of the Corporation, and shall faithfully account for
its funds. The Treasurer shall make such reports as may be necessary to keep the
Chairman of the Board, the President, and the Board of Directors fully informed
at all times as to the financial condition of the Corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Treasurer, or the Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS. ETC.

     SECTION 1. CONTRACTS, DEEDS, AND LOANS. All contracts, deeds, mortgages,
pledges, promissory notes, transfers, and other written instruments binding upon
the Corporation shall be executed on behalf of the Corporation by the Chairman
of the Board, if elected, the President, any Vice President, or by such other
Officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the Corporation may
be attested by the Secretary or Assistant Secretary of the Corporation.

     SECTION 2. PROXIES. The Chairman of the Board, if elected, or the President
or any Vice President shall have full power and authority, on behalf of the
Corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
Corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the Corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1. CERTIFICATES OF STOCK. The certificates for shares of capital
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the Corporation as they are issued. Each certificate shall state
on its face the fact that the Corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one (1) class of shares shall be outstanding, all share certificates of whatever
class shall state that the Corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the Corporation.

     SECTION 2. SIGNATURE; TRANSFER AGENT; REGISTRAR. Share certificates shall
be signed by the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and shall bear the seal of the Corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the Corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any

                                        7


Officer of the Corporation appearing thereon may be a facsimile signature. In
case any Officer who signed, or whose facsimile signature was placed upon, any
such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3. STOCK BOOK. The Corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the Corporation, a book, to be known as the stock book of
the Corporation, containing in alphabetical order the name of each Shareholder
of record, together with such Shareholder's address, the number of shares of
each kind, class, or series of stock held by such Shareholder, and such
Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, or the
duplicate copy thereof maintained at the principal office of the Corporation,
shall be available for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent.
The information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4. TRANSFER OF STOCK; REGISTRATION OF TRANSFER. The stock of the
Corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the Corporation. Upon surrender to the
Corporation, or to any transfer agent or registrar for the class of snares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the Corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the Corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the Corporation.

     SECTION 5. REGISTERED SHAREHOLDERS. Except as otherwise required by law,
the Corporation shall be entitled to treat the person registered on its stock
book as the owner of shares of capital stock of the Corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6. RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled

                                        8


to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action. In each case, except as
otherwise provided by law, only such persons as shall be Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
and any adjournment thereof, to express such consent or dissent, or to receive
payment of such dividend OR such allotment of rights, or otherwise be recognized
as Shareholders for any other related purpose, notwithstanding any registration
of a transfer of shares on the stock book of the Corporation after any such
record date so fixed.

     SECTION 7. LOST CERTIFICATES. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed, or wrongfully taken,
and if the Corporation, transfer agent, or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions; (a)
Such owner shall file with the Secretary of the Corporation, and the transfer
agent or the registrar, such owner's request for the issuance of a new
certificate, with an affidavit setting forth the time, place, and circumstances
of the loss; (b) Such owner shall also file with the Secretary, and the transfer
agent or the registrar, a bond with good and sufficient security acceptable to
the Corporation and the transfer agent or the registrar, conditioned to
indemnify and save harmless the Corporation and the transfer agent or the
registrar from any and all damage, liability, and expense of every nature
whatsoever resulting from the Corporation's or the transfer agent's or the
registrar's issuing a new certificate in place of the one alleged to have been
lost; and (c) Such owner shall comply with such other reasonable requirements as
the Chairman of the Board, the President, or the Board of Directors of the
Corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

     SECTION 8. REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the Corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate may be
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                          ARTICLE VIII. INDEMNIFICATION

     SECTION 1. AUTHORITY TO INDEMNIFY.

     (a)    Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed

                                        9


in good faith to be in or not opposed to the best interests of the Corporation
and, in the case of any criminal proceeding, such Director had no reasonable
cause to believe the conduct was unlawful.

     (b)    The Corporation may not indemnify a Director under this Section 1:

            (1)   In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

            (2)   In connection with any other proceeding in which the Director
     was adjudged liable on the basis that personal benefit was improperly
     received by the Director.

     (c)    Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     SECTION 2. MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3. ADVANCE FOR EXPENSES

     (a)    The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

            (1)   The Director furnishes the Corporation a written affirmation
     of such Director's good faith belief that such Director has met the
     standard of conduct set forth in subsection (a) of Section 1 of these
     Bylaws; and

            (2)   The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b)    The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION

     (a)    The Corporation may not indemnify a Director under Section 1 of
these Bylaws unless authorized thereunder and a determination has been made in
the specific case that indemnification

                                       10


of the Director is required in the circumstances because the Director has met
the standard of conduct set forth in subsection (a) of Section 1.

     (b)    The determination shall be made:

            (1)   By the Board of Directors by majority vote of a quorum
     consisting of Directors not at the time parties to the proceeding; or

            (2)   If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in which designation Directors who are parties may participate),
     consisting solely of one (1) or more Directors not at the time parties to
     the proceeding; or

            (3)   By special legal counsel:

                  (i)   Selected by the Board of Directors or its committee in
            the manner prescribed in paragraphs (1) or (2) of this subsection
            (b); or

                  (ii)  If a quorum of the Board of Directors cannot be obtained
            under paragraph (1) of this subsection (b) and a committee cannot be
            designated under paragraph (2) of this subsection, selected by
            majority vote of the full Board of Directors (in which selection
            Directors who are parties may participate); or

            (4)   By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c)    Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless the
Articles of Incorporation provide otherwise;

     (1)    An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2)    The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

                                       11


     SECTION 6. DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not
limit the Corporation's power to pay or reimburse expenses incurred by a
Director in connection with such Director's appearance as a witness in a
proceeding at a time when such Director has not been made a named defendant or
respondent to the proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1. DIRECTORS. The Board of Directors shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws unless such power is reserved
exclusively to the Shareholders by the Articles of Incorporation or in Bylaws
previously adopted by the Shareholders, but any Bylaws adopted by the Board of
Directors may be altered, amended, or repealed, and new Bylaws adopted, by the
Shareholders.

     SECTION 2 SHAREHOLDERS. The Shareholders shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting or at
any special meeting of the Shareholders. The Shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended, or repealed by
the Board of Directors.

     EXECUTED AND EFFECTIVE as of the [ILLEGIBLE] day of December, 2002.

                                               PETER G. KLACSMANN, M.D., INC.

Attest:

/s/ Peter G. Klacsmann                         /s/ Peter G. Klacsmann
- ------------------------                       ---------------------------------
By: Peter G. Klacsmann, M.D.                   By: Peter G. Klacsmann, M.D.
As its: Secretary                              As its: President

                                       12

EX-3.125

                                                                   EXHIBIT 3.125
[SEAL]

                            ARTICLES OF ORGANIZATION

                                       OF

                        ROCKY MOUNTAIN PATHOLOGY, L.L.C.

          The undersigned, to form a Limited Liability Company pursuant to the
laws of the State of Utah, hereby swear to the following:

          1.   NAME. The name of the Limited Liability Company is "ROCKY
MOUNTAIN PATHOLOGY, L.L.C." (hereafter the "Company").

          2.   PERIOD OF DURATION. The Company shall have perpetual existence
unless sooner terminated as provided in the Company's operating agreement, or as
provided by law, or unless extended by the unanimous consent of all of the
members. As provided in U.C.A. Section 48-2b-137(3), the Company will terminate
upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of
a member or upon the occurrence of any other event that terminates the continued
eligibility for membership of a member.

          3.   BUSINESS PURPOSE. The business purpose of the Company shall be to
acquire, improve, develop, operate, maintain, lease, sell and otherwise deal
with personal property and unimproved and improved real property; to acquire,
hold, sell and otherwise deal in stocks, bonds, notes and other securities; and
to conduct such other activities as the members may determine from time to time
which are allowed under the Utah Limited Liability Company Act.

          4.   REGISTERED OFFICE AND AGENT. The name and address of the initial
registered agent and the initial registered office of the Company for service of
legal process are:

          Agent:   David R. Bolick, M.D.

          Office:  1386 East Springdell Drive
                   Provo, Utah 84604

          5.   APPOINTMENT OF DIRECTOR AS AGENT. The Division of Corporations
and Commercial Code of the Utah Department of Commerce is hereby appointed the
agent of the Company for service of process if the Company's agent has resigned,
if the authority of the Company's agent has been revoked, or if the agent cannot
be found or served with the exercise of reasonable diligence.



          6.   MEMBERS. The members of the Company and the percentage membership
interest of each are:

                     David R. Bolick, MD.     75%
                     Larry E. Bolick, M.D.     5%
                     Robert L. Bolick          5%
                     Daniel C. Bolick          5%
                     Randall E. Bolick         5%
                     William B. Bolick         5%
                                            -----
                     Total                  100%

          (a)  The interest and rights of each member (including the right to
vote and the right to share in the Company's profits, losses, and capital) shall
be set forth in an operating agreement.

          (b)  Upon the occurrence of any event which terminates the membership
of a member of the Company (including the death, retirement, resignation,
expulsion, bankruptcy, or dissolution of a member) the remaining members may
continue the business of the Company as provided in the operating agreement or
as otherwise unanimously agreed upon by the members (other than the member whose
interest is or has been terminated).

          (c)  New members may be added to the Company as set forth in the
operating agreement or as otherwise agreed upon unanimously by those who are
members at the time the new member or members are added.

          7.   NON-ASSESSABLE MEMBERSHIP. Except as specifically provided
otherwise in the operating agreement, the members of the Company shall not be
subject to assessment for any purpose, including the payment of the debts of the
Company, after the amount of the initial contribution has been paid in money,
property, or services.

          8.   MANAGEMENT. The business of the Company shall be managed by a
manager or a management committee in accordance with the terms of these articles
of organization, the operating agreement, and Utah law. The number of managers
may from time to time be increased or decreased as permitted by law and in the
manner provided for in the Company's operating agreement. A manager does not
have to be a member.

          9.   INITIAL MANAGER. The initial manager shall be: David R. Bolick,
M.D., 201 E 59005 S. Ste 103, Murray UT 84107.

                                        2


          10.  LIMITED LIABILITY. No member or manager shall be personally
liable to the Company or its members for any act or omission arising from his or
her failure to exercise due care regarding the management of the Company, Or for
any other breach of fiduciary duty, except for any act or omission which
involves intentional misconduct, fraud, or a knowing violation of law. The
Company may indemnify and/or advance funds to a manager or member to defend a
civil or criminal action as provided in U.CA Section 48-2b-155.

          11.  AMENDMENT. These Articles may be amended by a vote of members
holding seventy-five percent (75%) of the voting membership interests of the
Company.

          12.  TRANSACTIONS WITH INTERESTED MEMBER OR MANAGER. The Company may
enter into any business transaction in which a member, manager or employee has a
personal interest, whether directly or indirectly, if:

               (a)  The transaction is an arms-length transaction entered into
     in good faith by all parties; and

               (b)  The Company is benefited by the transaction and cannot enter
     into an equivalent transaction under more favorable terms; and

               (c)  The personal interest in the transaction is fully disclosed
     to the Company by the interested member, manager, or employee; and

               (d)  The transaction is approved by the management committee,
     excluding the interested member, manager, or employee (unless he or she is
     the only manager).


Dated  JULY 29 1994.


                                                  /s/ DAVID R. BOLICK, M.D.
                                             -----------------------------------
                                                    DAVID R. BOLICK, M.D.


                                                  /s/ LARRY R. BOLICK, M.D.
                                             -----------------------------------
                                                    LARRY R. BOLICK, M.D.

                                        3


                                                  /s/ ROBERT L. BOLICK
                                             -----------------------------------
                                                    ROBERT L. BOLICK


                                                  /s/ DAVID R. BOLICK, M.D.
                                             -----------------------------------
                                                    DANIEL C. BOLICK, by
                                                    DAVID R. BOLICK, M.D. his
                                                    Attorney-in-Fact


                                                  /s/ DAVID R. BOLICK, M.D.
                                             -----------------------------------
                                                    RANDALL E. BOLICK, by
                                                    DAVID R. BOLICK, M.D. his
                                                    Attorney-in-Fact


                                                  /s/ DAVID R. BOLICK, M.D.
                                             -----------------------------------
                                                    WILLIAM B. BOLICK, by
                                                    DAVID R.BOLICK, M.D. his
                                                    Attorney-in-Fact

[SEAL]

STATE OF UTAH

COUNTY OF UTAH

     On this 29 day of JULY 1994, personally appeared before me DAVID R. BOLICK,
M.D., who duly acknowledged that he executed the foregoing document.


                                                    /s/ ARNOLD D. JOHNSON
                                                  ------------------------------
                                                  NOTARY PUBLIC
                                                  [SEAL]


                                        4


STATE OF UTAH

COUNTY OF UTAH

[SEAL]

     On this 29 day of JULY, 1994, personally appeared before me LARRY E.
BOLICK, M.D., who duly acknowledged that he executed the foregoing document.


                                                    /s/  ARNOLD D. JOHNSON
                                                  ------------------------------
                                                  NOTARY PUBLIC
                                                   [SEAL]

STATE OF NEVADA     )
                    ) ss.
COUNTY OF CLARK     )

     On this 3rd day of JUNE, 1994, personally appeared before me ROBERT L.
BOLICK, who duly acknowledged that he executed the foregoing document.


                                                    /s/  DENA LOGAN
                                                  ------------------------------
                                                  NOTARY PUBLIC

STATE OF UTAH

COUNTY OF UTAH

[SEAL]

     On this 29 day of JULY 1994, personally appeared before me DAVID R. BOLICK,
M.D. who duly acknowledged that he executed the foregoing document on behalf of
DANIEL C. BOLICK, RANDALL E. BOLICK, and WILLIAM B. BOLICK as their
Attorney-in-Fact.


                                                    /s/  ARNOLD D. JOHNSON
                                                  ------------------------------
                                                  NOTARY PUBLIC

[SEAL]

                                        5

EX-3.126

                                                                   EXHIBIT 3.126

                               OPERATING AGREEMENT

                                       OF

                          ROCKY MOUNTAIN PATHOLOGY, LLC



                               OPERATING AGREEMENT

                                       OF

                          ROCKY MOUNTAIN PATHOLOGY, LLC

     THIS AGREEMENT is among ROCKY MOUNTAIN PATHOLOGY, LLC, a Utah limited
liability company (the "Company"), and David Bolick, Douglas Willmore, and Don
Larsen (the "Members").

                                    RECITALS

     The Company is a limited liability company formed under the Utah Limited
Liability Company Act. The parties to this Agreement are the Company's Members.
The parties intend by this Agreement to define their rights and obligations with
respect to the Company's governance and financial affairs and to adopt
regulations and procedures for the conduct of the Company's activities.
Accordingly, with the intention of being legally bound, they agree as follows:

                             ARTICLE I: DEFINITIONS

1.1  SCOPE. For purposes of this Agreement, unless the language or context
clearly indicates that a different meaning is intended, capitalised terms have
the meanings specified in this Article.

1.1  DEFINED TERMS.
1.2

(a)          "Act" means the Utah Limited Liability Company Act.

(b)          "Affiliate," with respect to a Person, means (1) a Person that,
   directly or indirectly, through one or more intermediaries, controls, is
   controlled by or is under common control with the Person, (2) a Person who
   owns or controls at least ten percent of the outstanding voting interests of
   the Person, (3) a Person who is an officer, director, manager or general
   partner of the Person, or (4) a Person who is an officer, director, manager,
   general partner, trustee or owns at least ten percent of the outstanding
   voting interests of a Person described in clauses (1) through (3) of this
   sentence.

(c)          "Agreement" means this agreement, including any amendments.

(d)          "Articles" means the Articles of Organization filed with the
   Division of Corporations and Commercial Cede to organize the Company as a
   limited liability company, including any amendments.

                                       -1-


(e)          "Available Funds" means the Company's gross cash receipts from
   operations, less the sum of: (1)" payments of principal, interest, charges
   and fees pertaining to the Company's indebtedness; (2) expenditures incurred
   incident to the usual conduct of the Company's business; and (3) amounts
   reserved to meet the reasonable needs of the Company's business.

(f)          "Bankruptcy" means the filing of a petition seeking liquidation,
   reorganization, arrangement, readjustment, protection, relief or composition
   in any state or federal bankruptcy, insolvency, reorganization or
   receivership proceeding.

(g)          "Capital Account" of a Member means the capital account maintained
   for the Member in accordance with Article 5.

(h)          "Code" means the Internal Revenue Code of 1986, as amended.

(i)          "Company" means ROCKY MOUNTAIN PATHOLOGY, LLC and any successor
   limited liability company.

(j)          "Contribution" means anything of value that a Member contributes to
   the Company as a prerequisite for or in connection with membership, including
   any combination of cash, property, services rendered, a promissory note or
   any other obligation to contribute cash or property or render services.

(k)          "Dissociation" means a complete termination of a Member's
   membership in the Company in consequence of an event described in Article 3.

(l)          "Distribution" means the Company's direct or indirect transfer of
   money or other property with respect to a Membership Interest.

(m)          "Effective Date," with respect to this Agreement, means the date on
   which the Company's existence as a limited liability company begins, as
   prescribed by the Act.

(n)          "Entity" means an association, relationship or artificial person
   through or by means of which an enterprise or activity may be lawfully
   conducted, including, without limitation, a partnership, trust, limited
   liability company, corporation, joint venture, cooperative or association.

(o)          "Member" means an initial Member and any Person who subsequently is
   admitted as an additional or substitute Member after the Effective Date, in
   accordance with Article 3.

(p)          "Minimum Gain" means minimum gain as defined in Sections
   1.704-2(b)(2) 1.704-2(d) of the Regulations.

(q)          "Person" means a natural person or an Entity.

                                       -2-


(r)          "Profit," as to a positive amount, and "Loss," as to a negative
   amount, mean, for a Taxable Year, the Company's income or loss for the
   Taxable Year, as determined in accordance with accounting principles
   appropriate to the Company's method of accounting and consistently applied.

(s)          "Regulations" means proposed, temporary or final regulations
   promulgated under the Code by the Department of the Treasury, as amended.

(t)          "Taxable Year" means the Company's taxable year as determined by
   the Company.

(u)          "Transfer," as a noun, means a transaction or event by which
   ownership of a Membership Interest is changed or encumbered, including,
   without limitation, a sale, exchange, abandonment, gift, pledge or
   foreclosure. "Transfer," as a verb, means to effect a Transfer,

(v)          "Transferee" means a Person who acquires a Membership Interest by
   Transfer from a Member or another Transferee and is not admitted as a Member
   in accordance with Article 3.

                             ARTICLE II: THE COMPANY

1.1    STATUS. The Company is a Utah limited liability company organized under
the Act.

1.1    NAME. The Company's name is ROCKY MOUNTAIN PATHOLOGY, LLC.

1.2    TERM. The Company's existence as a limited liability company will
commence on the Effective Date and continue in perpetuity, unless sooner
terminated under the Act or this Agreement.

1.3    PRINCIPAL PLACE OF BUSINESS. The Company's principal place of business
is located at 10011 South Centennial Parkway, Suite 300, Sandy, UT 84070.

1.4    REGISTERED AGENT AND REGISTERED OFFICE. The Company's registered office
in Utah is located at 10011 South Centennial Parkway, Suite 300, Sandy, UT
84070, and its registered agent at that location is David Bolick. The Company
may change its registered agent or registered office at any time in accordance
with the Act.

                              ARTICLE III: MEMBERS

1.1    IDENTIFICATION.

(a)    MEMBERS. The names, addresses and Membership Interests of the Members are
as follows:

                                       -3-


(b)

                                                                      
       David Bolick                                                             64.01%
       10011 South Centennial Parkway, Suite 300, Sandy, UT 84070

       Douglas Willmore                                                         19.99%
       10011 South Centennial Parkway, Suite 300, Sandy, UT 84070

       Don Larsen                                                               16.00%
       10011 South Centennial Parkway, Suite 300, Sandy, UT 84070

       

(a)          ADDITIONAL AND SUBSTITUTE MEMBERS. The Company may admit additional
or substitute Members only with the approval of all Members. A Member may
withhold approval of the admission of any Person for any or no reason.

(b)          RIGHTS OF ADDITIONAL OR SUBSTITUTE MEMBERS. A Person admitted as an
additional or substitute Member has all the rights and powers and is subject to
all the restrictions and obligations of a Member under this Agreement and the
Act.

1.2    CHANGES AND VERIFICATION OF MEMBERSHIP INTERESTS.

(a)          VERIFICATION OF MEMBERSHIP INTERESTS. Within 10 days after receipt
of a Member's written request, the Company will provide the Member with a
statement of the Member's Membership Interest. The statement will serve the sole
purpose of verifying the Member's Membership Interest, as reflected in the
Company's records, and will not constitute for any purpose a certificated
security, negotiable instrument or other vehicle by which a Transfer of a
Membership Interest may be effected.

1.3    MANNER OF ACTING.

(1)          PROXY VOTING. A Member may act at a meeting of Members through a
Person authorized by signed proxy.

(2)          QUORUM. Members whose aggregate Membership Interest exceeds 50
percent will constitute a quorum at a meeting of Members. No action may be taken
in the absence of a quorum.

(3)          REQUIRED VOTE. Except with respect to matters for which a greater
minimum vote is required by the Act or this Agreement, the vote of Members
present whose aggregate Membership Interest exceeds 50 percent of the aggregate
Membership Interest of all Members present will constitute the act of the
Members at a meeting of Members.

(b)          WRITTEN CONSENT. The Members may act without a meeting by written
consent describing the action and signed by Members whose aggregate Membership
Interest is at least equal to the minimum that would be necessary to take the
action at a meeting at which all

                                       -4-


Members were present.

1.2    RESIGNATION OF A MEMBER. A Member may resign from the Company only with
the approval of all remaining Members.

1.3    EXPULSION OF A MEMBER. At any time there are more than two Members, the
Company may expel a Member, but only for cause and with the approval of all
other Members, Cause for expulsion exists if the Member has materially breached
or is unable to perform the Member's material obligations under this Agreement.
A Member's expulsion from the Company will be effective upon the Member's
receipt of written notice of the expulsion.

                             ARTICLE IV: MANAGEMENT

4.01   GENERAL POWERS. The business of the Company shall be managed by its
Members, or any one of its Members who may be appointed by the Members as
Manager.

                               ARTICLE V: FINANCE

5.01   CONTRIBUTIONS.

(a)          MEMBERS. A Person admitted as a Member in connection with the
acquisition of a Membership Interest directly from the Company after the
Effective Date will make the Contributions specified in the agreement pursuant
to which the Person is admitted as a Member.

(b)          CONTRIBUTIONS NET INTEREST BEARING. A Member is not entitled to
interest or other compensation with respect to any cash or property the Member
contributes to the Company.

(c)          NO RETURN OF CONTRIBUTION. A Member is not entitled to the return
of any Contribution prior to the Company's dissolution and winding up.

5.02   ALLOCATION OF PROFIT AND LOSS.

(a)          SPECIAL ALLOCATION. The Members have agreed to provide for a
special allocation for the period from January 1, 2000 through January 31, 2001,
such that all profits and losses for the period will be allocated to David
Bolick.

(b)          Subsequent to January 31, 2001, the Special Allocation will cease,
and all profits and losses will be allocated to the Members in relation to their
respective membership interests.

                                       -5-


5.03   CAPITAL ACCOUNTS.

                (a)   GENERAL MAINTENANCE. The Company will establish and
maintain a Capital Account for each Member. A Member's Capital Account will be:

                      (1)    increased by: (i) the amount of any money the
                      Member contributes to the Company's capital; (ii) the fair
                      market value of any property the Member contributes to the
                      Company's capital, net of any liabilities the Company
                      assumes or to which the property is subject; and (iii) the
                      Member's share of Profits and any separately stated items
                      of income or gain; and

                      (2)    decreased by: (i) the amount of any money the
                      Company distributes to the Member; (ii) the fair market
                      value of any property the Company distributes to the
                      Member, net of any liabilities the Member assumes or to
                      which the property is subject; and (iii) the Member's
                      share of Losses and any separately stated items of
                      deduction or loss.

                (b)   ADJUSTMENTS FOR DISTRIBUTIONS IN KIND. If at any time the
Company distributes property in kind, it will adjust the Members' Capital
Accounts to account for their shares of any Profit or Loss the Company would
have realized had it sold the property at fair market value and distributed the
sale proceeds.

                (c)   ADJUSTMENTS FOR ACQUISITIONS AND REDEMPTIONS. If at any
time a Person acquires a Membership Interest from the Company or the Company
redeems a Membership Interest, the Company may adjust the Members' Capital
Accounts to reflect any Profit or Loss the Company would have realized had it
sold all of its assets at fair market value on the date of the acquisition or
redemption.

COMPLIANCE WITH CODE. The requirements of this Article 5 are intended and will
be construed to ensure that the allocations of the Company's income, gain,
losses, deductions and credits have substantial economic effect under the
Regulations promulgated under Section 704(b) of the Code.

                                       -6-


                       ARTICLE VI: RECORDS AND ACCOUNTING

       6.01 MAINTENANCE OF RECORDS.

                (a)   REQUIRED RECORDS. The Company will maintain at its
principal place of business such books, records and other materials as are
reasonably necessary to document and account for its activities, including,
without limitation, those required to be maintained by the Act.

                (b)   MEMBER ACCESS. A Member and the Member's authorized
representative will have reasonable access to and may inspect and copy all
bocks, records and other materials pertaining to the Company or its activities.
The exercise of such rights will be at the requesting Member's expense.

                (c)   CONFIDENTIALITY. No Member will disclose any information
relating to the Company or its activities to any unauthorized person or use any
such information for his or her or any other Person's personal gain.

       6.02 FINANCIAL ACCOUNTING.

                (a)   ACCOUNTING METHOD. The Company will account for its
financial transactions using a method of accounting determined by the Members in
compliance with Sections 446 and 448 of the Code.

                (b)   TAXABLE YEAR. The Company's Taxable Year is the Company's
annual accounting period, as determined by the Members in compliance with
Sections 441, 444 and 706 of the Code.

       6.03 REPORTS.

                (a)   MEMBERS. As soon as practicable after the close of each
Taxable Year, the Company will prepare and send to the Members such reports, and
information as are reasonably necessary to (1) inform the Members of the results
of the Company's operations for the Taxable Year and (2) enable the Members to
completely and accurately reflect their distributive shares of the Company's
income, gains, deductions, losses and credits in their federal, state and local
income tax returns for the appropriate year.

                (b)   PERIODIC REPORTS. The Company will complete and file any
periodic reports required by the Act or the law of any other jurisdiction in
which the Company is qualified to do business.

                                       -7-


       6.04 TAX COMPLIANCE.

                (a)   WITHHOLDING. If the Company is required by law or
regulation to withhold and pay over to a governmental agency any part or all of
a Distribution or allocation of Profit to a Member:

                      (1)    the amount withheld will be considered a
                      Distribution to the Member; and

                      (2)    if the withholding requirement pertains to a
                      Distribution in kind or an allocation of Profit, the
                      Company will pay the amount required to be withheld to the
                      governmental agency and promptly take such action as it
                      considers necessary or appropriate to recover a like
                      amount from the Member, including offset against any
                      Distributions to which the Member would otherwise be
                      entitled.

                            ARTICLE VII: DISSOLUTION

       7.01 EVENTS OF DISSOLUTION.

                (a)   ENUMERATION. The Company will dissolve upon the first to
occur of:

                      (1)    the vote of the Members to dissolve the Company;

                      (2)    any event that makes the Company ineligible to
conduct its activities as a limited liability company under the Act;

                      (3)    any event or circumstance that makes it unlawful or
impossible for the Company to carry on its business; or

                      (4)    the resignation, death or incompetency of any
Member, unless within 90 days after the event the business of the Company is
continued with the consent of Members whose aggregate Membership Interest
exceeds 50 percent of the aggregate Membership Interest of all remaining
Members.

                (b)   EXCLUSIVITY OF EVENTS. Unless specifically referred to in
this Article, no event, including an event of dissolution prescribed by the Act,
will result in the Company's dissolution.

                                       -8-


       7.02 EFFECT OF DISSOLUTION.

                (a)   APPOINTMENT OF LIQUIDATOR. Upon the Company's dissolution,
the Members will appoint a liquidator, who may but need not be a Member. The
liquidator will wind up and liquidate the Company in an orderly, prudent and
expeditious manner in accordance with the following provisions of this
Article 6.

                (b)   FINAL ACCOUNTING. The liquidator will make proper
accountings (1) to the end of the month in which the event of dissolution
occurred and (2) to the date on which the Company is finally and completely
liquidated.

                (c)   DUTIES AND AUTHORITY OF LIQUIDATOR. The liquidator will
make adequate provision for the discharge of all of the Company's debts,
obligations and liabilities. The liquidator may sell, encumber or retain for
distribution in kind any of the Company's assets. Any gain or loss recognized on
the sale of assets will be allocated to the Members' Capital Accounts, in
accordance with the provisions of Article 4. With respect to any asset the
liquidator determines to retain for distribution in kind, the liquidator will
allocate to the Members' Capital Accounts the amount of gain or loss that would
have been recognized had the asset been sold at its fair market value.

                (d)   FINAL DISTRIBUTION. The liquidator will distribute any
assets remaining after the discharge or accommodation of the Company's debts,
obligations and liabilities to the Members in proportion to their Capital
Accounts. The liquidator will distribute any assets distributable in kind to the
Members in undivided interests as tenants in common. A Member whose Capital
Account is negative will have no liability to the Company, the Company's
creditors or any other Member with respect to the negative balance.

                (e)   REQUIRED FILINGS. The liquidator will file with the
Division of Corporations and Commercial Code such statements, certificates and
other instruments, and take such other actions, as are reasonably necessary or
appropriate to effectuate and confirm, the cessation of the Company's existence.

                        ARTICLE VIII: GENERAL PROVISIONS

       8.01 AMENDMENTS.

                (a)   REQUIRED AMENDMENTS. Company will execute and file any
amendment to the Articles required by the Act. If any such amendment results in
inconsistencies between the Articles and this Agreement, this Agreement will be
considered to have been amended in the specifics necessary to eliminate the
inconsistencies.

       8.02  NOMINEE. Title to the Company's assets may be held in the name
of the Company or any nominee (including any Member so acting), as the Company
determines.

                                       -9-


             The Company's agreement with any nominee may contain provisions
             indemnifying the nominee for costs or damages incurred as a result
             of the nominee's service to the Company.

       8.03  RESOLUTION OF DISPUTES.

                (a)   MEDIATION. The parties will endeavor in good faith to
resolve all disputes arising under or related to this Agreement by mediation
according to the then prevailing rules and procedures of the American
Arbitration Association.

                (b)   ARBITRATION. If the parties fail in their attempt to
resolve a dispute by mediation, they will submit the dispute to arbitration
according to the then prevailing rules and procedures of the American
Arbitration Association. Utah law will govern the rights and obligations of the
parties with respect to the matters in controversy. The arbitrator will allocate
all costs and fees attributable to the arbitration between the parties equally.
The arbitrator's award will be final and binding and judgment may be entered in
any court of competent jurisdiction.

       8.04 NOTICES. Notices contemplated by this Agreement may be sent by any
commercially reasonable means, including hand delivery, first class mail, fax,
E-mail or private courier. The notice must be prepaid and addressed as set forth
in the Company's records. The notice will be effective on the date of receipt
or, in the case of notice sent by first class mail, the firm day after mailing.

       8.05 RESOLUTION OF INCONSISTENCIES. If there are inconsistencies between
this Agreement and the Articles, the Articles will control. If there are
inconsistencies between this Agreement and the Act, this Agreement will control,
except to the extent the inconsistencies relate to provisions of the Act that
the Members cannot alter by agreement. Without limiting the generality of the
foregoing, unless the language or context clearly indicates a different intent,
the provisions of this Agreement pertaining to the Company's governance and
financial affairs and the rights of the Members upon Dissociation and
dissolution will supersede the provisions of the Act relating to the same
matters.

       8.06 ADDITIONAL INSTRUMENTS. Each Member will execute and deliver any
document or statement necessary to give effect to the terms of this Agreement or
to comply with any law, rule or regulation governing the Company's formation and
activities.

       8.07 COMPUTATION OF TIME. In computing any period of time under this
Agreement, the day of the act or event from which the specified period begins to
run is net to be included. The last day of the period is included, unless it is
a Saturday, Sunday or legal holiday, in which case the period will run until
the end of the next day that is not a Saturday, Sunday or legal holiday.

       8.08 ENTIRE AGREEMENT. This Agreement and the Articles comprise the
entire

                                      -10-


agreement among the parties with respect to the Company. This Agreement and the
Articles supersede any prior agreements or understandings with respect to the
Company No representation, statement or condition not contained in this
Agreement or the Articles has any force or effect.

       8.09 WAIVER. No right under this Agreement may be waived, except by an
instrument in writing signed by the party sought to be charged with the waiver.

       8.10 GENERAL CONSTRUCTION PRINCIPLES. Words in any gender are deemed to
include the other genders. The singular is deemed to include the plural and vice
versa. The headings and underlined paragraph titles are for guidance only and
have no significance in the interpretation of this Agreement.

       8.11 BINDING EFFECT. Subject to the provisions of this Agreement relating
to the transferability of Membership Interests and the rights of Transferees
this Agreement is binding on and will inure to the benefit of the Company, the
Members and their respective distributees, successors and assigns.

       8.12 GOVERNING LAW. Utah law governs the construction and application of
the terms of this Agreement.

       8.13 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which will be considered an original.

       Signed on the respective dates set forth below, to be effective as of the
Effective Date.


Date: January 1, 2000                  MEMBERS:
                                               /s/ David Bolick
                                               ---------------------------------
                                               David Bolick

                                               /s/ Douglas Willmore
                                               ---------------------------------
                                               Douglas Willmore

                                               /s/ Don Larsen
                                               ---------------------------------
                                               Don Larsen

                                      -11-


                                AMENDMENT TO THE
                             OPERATING AGREEMENT OF
                        ROCKY MOUNTAIN PATHOLOGY, L.L.C.

       We, the undersigned, on this_____________ day of December 2002, desiring
to amend the Operating Agreement of Rocky Mountain Pathology, L.L.C., a Utah
limited liability company (the "Company"), dated January 1,2000 (the "Operating
Agreement"), pursuant to the laws of the State of Utah, do hereby amend said
Operating Agreement as follows:

       I.   Pursuant to a Contribution and Share Exchange Agreement, executed on
January I, 2001 between the Company, David Bolick, Douglas G. Willmore, and Don
Larsen (the "Members") and Strigen, Inc. (the "Contribution Agreement," a copy
of which is attached hereto as Exhibit A), wherein the Members contributed their
interest in the Company for all of the then issued and outstanding stock of
Strigen, Inc., Article III, Section 1.1 (a) of the Operating Agreement shall be
deleted in its entirety and the following shall be inserted in lieu thereof:

       (a)  MEMBERS. The names, address and Membership Interests of the Members
are as follows:

            Strigen, Inc.                         100%
            10011 South Centennial Parkway
            Suite 300
            Sandy, Utah 84070

       II.  Article IV, Section 4.01 of the Operating Agreement shall be deleted
in its entirety and the following shall be inserted in lieu thereof:

            MANAGER: TENURE AND QUALIFICATION. The Company shall have one
Manager, who shall be Douglas G. Willmore, The Manager shall hold office until
his resignation, death or removal from office.

       III. This Amendment is effective retroactively as of January 1, 2001.



       IN WITNESS WHEREOF, the parties hereto have set their hands to this
Amendment on the day and year first above written.


                           Previous Members of Rocky Mountain Pathology, L.L.C.


                           /s/ David Bolick
                           ----------------------------------------
                           David Bolick


                           /s/ Douglas G. Willmore
                           ----------------------------------------
                           Douglas G. Willmore


                           /s/ Don Larsen
                           ----------------------------------------
                           Don Larsen


                           New Member of Rocky Mountain Pathology, L.L.C.
                           As set forth in this Amendment

                           Strigen, Inc.


                           /s/ Douglas G. Willmore
                           ----------------------------------------
                           By: Douglas G. Willmore, CEO

                                       -2-

EX-3.127

                                                                   EXHIBIT 3.127

                            ARTICLES OF INCORPORATION

                                       OF

                          SHARON G. DASPIT, M.D., P.C.

                                    ARTICLE I

     The name of the corporation is Sharon G. Daspit, M.D., P.C.

                                   ARTICLE II

     The corporation shall have perpetual duration.

                                   ARTICLE III

     The purpose of the corporation is to practice medicine and pathology and
the general nature of the business to be transacted by this corporation is: (a)
To engage in every phase and aspect of the business of rendering the same
professional service to the public that a physician duly licensed under the laws
of the State of Georgia is authorized to render, but such professional services
shall be rendered only through officers, employees, and agents who are duly
licensed or otherwise legally authorized to practice medicine within this State;
(b) to own real and personal property necessary or appropriate for the rendering
of the professional services authorized by these Articles of Incorporation and
to invest the funds of this professional corporation in real estate, mortgages,
stocks, bonds, or any other type of investment whatsoever; (c) to do, either
alone or in conjunction with other corporations, associations, firms or
individuals, all and everything necessary and proper for the accomplishment of
any of the purposes, the attainment of any of the objects, or the furtherance of
the purposes and objects enumerated in these Articles of Incorporation or any
amendment thereof, necessary or incidental to the protection and benefit of this
professional corporation; (d) the foregoing enumeration of specific purposes or
objects shall not be held to limit or



restrict in any manner the purposes or objects of this professional
corporation otherwise permitted by the laws of this State.

                                   ARTICLE IV

     This corporation hereby elects to be governed by the provisions of the
Georgia Professional Corporation Act, and the corporation and its shareholders
shall have all of the powers and shall enjoy all of the rights, privileges and
immunities as provided for under the Georgia Business Corporation Code, except
as changed, restricted or enlarged by the provisions of said Georgia
Professional Corporation Act.

                                    ARTICLE V

     The total number of shares of stock which the corporation shall have
authority to issue is 1,000 with no par value.

                                   ARTICLE VI

     The corporation shall not commence business until a minimum of Five Hundred
and No/100ths Dollars ($500.00) shall have been received for the issuance of
shares.

                                   ARTICLE VII

     The registered office of the corporation in the State of Georgia is to be
located at 801 Broad Street, 7th FL, Richmond Augusta, Georgia 30901. Its
registered agent at such address is Charles W. Rowell IV. His consent to serve
is attached hereto.

                                  ARTICLE VIII

     The sole member of the Board of Directors of the corporation shall be:

                                       Sharon G. Daspit, M.D.
                                       3749 Westlake Drive
                                       Augusta, Georgia 30907

                                        2


                                   ARTICLE IX

     The name and mailing address of the incorporator is:

                               Charles W. Rowell IV
                               801 Broad Street, 7th Fl.
                               Augusta, Georgia 30901

                                    ARTICLE X

     The corporation shall have and exercise all the powers conferred by the
laws of the State of Georgia upon professional corporations formed under the
laws of such State.

     Dated this 1st day of July 1985.

                                                     /s/ Charles W. Rowell IV
                                                     ---------------------------
                                                     Charles W. Rowell IV
                                                        Incorporator



                              ARTICLES OF AMENDMENT

                                       OF

                          SHARON G. DASPIT, M.D., P.C.
                      (A GEORGIA PROFESSIONAL CORPORATION)

                                    ARTICLE I

     The name of the corporation is "SHARON G. DASPIT, M.D., P.C." (the
"Corporation").

                                   ARTICLE II

     Article I of the Articles of Incorporation is amended to state as follows:

     The name of the Corporation is "SHARON G. DASPIT, M.D., INC."

                                   ARTICLE III

     Article III of the Articles of Incorporation is deleted in its entirety.

                                   ARTICLE IV

     Article IV of the Articles of Incorporation is amended to state as follows:

     The Corporation shall be governed by the Georgia Business Corporation Code.

                                    ARTICLE V

     Article X of the Articles of Incorporation is deleted in its entirety.

                                   ARTICLE VI

     Pursuant to Section 14-2-1003 of the Official Code of Georgia, each
amendment described above has been duly adopted and approved by the Board of
Directors and the Shareholder of the Corporation as of the date of filing of
these Articles of Amendment.



                                   ARTICLE VII

     The changes made by these Articles of Amendment shall be effective upon the
filing of these Articles of Amendment with the Secretary of State of the State
of Georgia.

                                  ARTICLE VIII

     A request for publication of a notice of intent to file articles of
amendment which change the name of the Corporation and payment therefore have
been made as required by Section 14-2-1006 1(b) of the Official Code of Georgia.

     IN WITNESS WHEREOF, these Articles of Amendment have been executed by the
undersigned this 2ND day of December, 2002.


                                      SHARON G. DASPIT, M.D., P.C.

                                      /s/ [ILLEGIBLE]
                                      -----------------------------
                                      By: Sharon G. Daspit, M.D.
                                      As its: President

[SEAL]

EX-3.128

                                                                   EXHIBIT 3.128

                           AMENDED AND RESTATED BYLAWS

                                       OF

                          SHARON G. DASPIT, M.D., INC.
                             (A GEORGIA CORPORATION)

                               ARTICLE I. OFFICES

     SECTION 1.  PRINCIPAL OFFICE. The principal office for the transaction of
the business of the Corporation shall be located at such place as may be fixed
from time to time by the Board of Directors.

     SECTION 2.  OTHER OFFICES. Branch offices and places of business may be
established at any time by the Board of Directors at any place or places where
the Corporation is qualified to do business, whether within or without the State
of Georgia.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

     SECTION 1.  PLACE OF MEETINGS. Any meeting of the Shareholders of the
Corporation, whether an annual meeting or a special meeting, may be held either
at the principal office of the Corporation or at any place in the United States
within or without the State of Georgia.

     SECTION 2.  ANNUAL SHAREHOLDER MEETING. No annual meeting of Shareholders
is required unless one (1) or more of the Shareholders delivers written notice
to the Corporation requesting a meeting pursuant to Section 14-2-924 of the
Official Code of Georgia. If a Shareholder desires that an annual meeting be
held, the annual meeting shall be held at such time and place and on such date
as the Board of Directors shall determine from time to time and as shall be
specified in the notice of the meeting. However, no such meeting shall be held
unless one (1) or more Shareholders delivers written notice to the Corporation
requesting a meeting at least thirty (30) days before the meeting date as set in
this paragraph.

     SECTTON 3.  SPECIAL MEETINGS. A special meeting of the Shareholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board, the President, the Vice-President, a majority of the Board of
Directors, or one (1) or more Shareholders, holding an aggregate of not less
than one-third (1/3) of the voting power of the Corporation. Such a call for a
special meeting must state the purpose of the meeting.

     SECTION 4.  NOTICE OF MEETINGS. Unless waived, written notice stating the
place, day, and hour of each meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
Shareholder of record entitled to vote not less than ten (10) days (or not less
than any such other minimum period of days as may be prescribed by the



Georgia Business Corporation Code) nor more than fifty (50) days before the date
of the meeting either personally or by first class mail by, or at the direction
of, the Directors, the President, the Secretary, or the Officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage thereon prepaid,
addressed to the Shareholder at such Shareholder's address as it appears on the
stock transfer books of the Corporation. The notice of any annual or special
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the Georgia Business Corporation Code.
When a meeting is adjourned to another time or place, it shall not be necessary
to give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however, after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each Shareholder on the new
record date.

     SECTION 5.  WAIVER OF NOTICE. Notice of any annual or special meeting may
be waived by any Shareholder, either before or after the meeting. The attendance
of a Shareholder at a meeting, either in person or by proxy, shall of itself
constitute waiver of notice and waiver of any and all objections to the place or
time of the meeting, or to the manner in which it has been called or convened,
except when a Shareholder attends solely for the purpose of stating, at the
beginning of the meeting, an objection or objections to the transaction of
business at such meeting.

     SECTION 6.  QUORUM, VOTING, AND PROXY. Shareholders representing a majority
of common stock issued and outstanding shall constitute a quorum at a
Shareholders' meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the Shareholders, unless the vote of a
greater number of voting by classes or series is required by the Articles of
Incorporation or by the Georgia Business Corporation Code. Each common
Shareholder shall be entitled to one (1) vote for each share of common stock
owned. Any Shareholder who is entitled to attend a Shareholders' meeting, to
vote thereat, or to execute consents, waivers, or releases, may be represented
at such meeting or vote thereat, and execute consents, waivers, and releases,
and exercise any of such Shareholder's other rights, by one (1) or more agents,
who may be either an individual or individuals or any domestic or foreign
corporation, authorized by a written proxy executed by such person or by such
person's attorney-in-fact. A telegram or cablegram transmitted by a Shareholder
shall be deemed a written proxy. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy.
Every proxy shall be revocable at the pleasure of the person executing such
proxy, except as otherwise provided by the Georgia Business Corporation Code. If
a proxy expressly provides, any proxy holder may appoint in writing a substitute
to act in such proxy holder's place.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any Shareholders' meeting may be taken without a
meeting if written consent, setting forth the action so taken, shall be signed
by all Shareholders entitled to vote with respect to the

                                        2


subject matter thereof. Such consent shall have the same force and effect as a
unanimous vote of the Shareholders and shall be filed with the Secretary and
recorded in the Minute Book of the Corporation.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1.  FUNCTIONS AND DEFINITIONS. The business and affairs of the
Corporation shall be managed by a governing board, which is herein referred to
as the "Board of Directors" or "Directors", notwithstanding that only one (1)
Director legally constitutes the Board. The use of the phrase "entire Board" or
"full Board" in these Bylaws refers to the total number of Directors which the
Corporation would have if there were no vacancies.

     SECTION 2.  QUALIFICATIONS AND NUMBER. Each Director shall be at least
twenty-one (21) years of age. A Director need not be a Shareholder, a citizen of
the United States, or a resident of the State of Georgia. The number of
Directors constituting the entire board shall be not less than one (1) nor more
than seven (7) members. Subject to the foregoing limitation, the precise number
of Directors is to be fixed by a resolution of the Shareholders from time to
time. No decrease in the number of Directors shall have the effect of shortening
the term of any incumbent Director.

     SECTION 3.  ELECTION AND TENURE. Each Director shall hold office until the
first annual meeting of Shareholders and until such Director's successor is
elected and qualified, or until such Director's earlier resignation, removal
from office, or death. At the first annual meeting of the Shareholders and at
each annual meeting thereafter, Directors shall be elected, and each such
Director shall hold office until the next annual meeting of Shareholders and
until such Director's successor is elected and qualified, or until such
Director's earlier resignation, removal from office, or death. In such
elections, the persons having a plurality of votes shall be elected.

     SECTION 4.  POWERS. The Board of Directors shall have authority to manage
the affairs and exercise the powers, privileges, and franchises of the
Corporation as they may deem expedient for the interests of the Corporation,
subject to the terms of the Articles of Incorporation, these Bylaws, any valid
Shareholders' agreement, and such policies and directions as may be prescribed
from time to time by the Shareholders.

     SECTION 5.  MEETINGS. The annual meeting of the Board of Directors shall be
held without notice immediately following the annual meeting of the
Shareholders, on the same date and at the same place as such annual meeting of
the Shareholders; provided, however, that no annual meeting of the Board of
Directors is required if the Shareholders do not hold an annual meeting. The
Board by resolution may provide for regular meetings, which may be held without
notice as and when scheduled in such resolution. Special meetings of the Board
may be called at any time by the Chairman of the Board, the President, or by any
Director. The Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment in which all persons

                                        3


participating in the meeting can hear each other, and participation in such a
meeting pursuant to this Section 5 shall constitute presence in person at such
meeting.

     SECTION 6.  NOTICE AND WAIVER; QUORUM. Notice of any special meeting of the
Board of Directors shall be given to each Director personally or by mail,
telegram, or cablegram addressed to such Director at such Director's last known
address, at least two (2) days prior to the meeting. Such notice may be waived,
either before or after the meeting. The attendance of a Director at any special
meeting shall of itself constitute a waiver of notice of such meeting and of any
and all objections to the place or time of the meeting, or to the manner in
which it has been called or convened, except where a Director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. A majority of the Board of Directors shall constitute a quorum at any
Directors' meeting.

     SECTION 7.  NO MEETING NECESSARY, WHEN. Any action required by law or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if written consent, setting forth the action so taken, shall
be signed by all the Directors. Such consent shall have the same force and
effect as a unanimous vote of the Board of Directors and shall be filed with the
Secretary and recorded in the Minute Book of the Corporation.

     SECTION 8.  VOTING. At all meetings of the Board of Directors, each
Director shall have one (1) vote and, except as otherwise provided herein or
provided by law, all questions shall be determined by a majority vote of the
Directors present.

     SECTION 9.  REMOVAL. Any one (l) or more Directors or the entire Board of
Directors may be removed from office, with or without cause, by the affirmative
vote of the holders of a majority of the shares entitled to vote at any
Shareholders' meeting with respect to which notice of such purpose has been
given.

     SECTION 10. VACANCIES. Any vacancy occurring in the Board of Directors
shall be filled by the affirmative vote of a majority of the remaining
Directors, even though less than a quorum, or by the sole remaining Director, as
the case may be, or by the Shareholders if the vacancy is not so filled or if no
Director remains, and when so filled such appointee shall serve for the
unexpired term of the Director to whose place such appointee succeeds.

     SECTION 11. DIVIDENDS. The Board of Directors may declare dividends payable
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to the date of declaration of the dividend, or
the preceding fiscal year, or out of the unreserved and unrestricted earned
surplus of the Corporation, or out of the unreserved and unrestricted capital
surplus if so authorized by the Articles of Incorporation, as they may deem
expedient.

     SECTION 12. COMMITTEES. In the discretion of the Board of Directors, such
Board from time to time may elect or appoint, from its own members, an Executive
Committee or such other

                                        4


committee or committees as such Board may see fit to establish. Each such
committee shall consist of two (2) or more Directors, and each shall have and
may exercise such authority and perform such functions as the Board by
resolution may prescribe within the limitations imposed by law.

     SECTION 13. OFFICERS, SALARIES, AND BONDS. The Board of Directors shall
elect all Officers of the Corporation and fix their compensation, unless
pursuant to a resolution of the Board the authority to fix compensation is
delegated to the President. The fact that any Officer is a Director shall not
preclude such individual from receiving a salary or from voting upon the
resolution providing the same. The Board of Directors may or may not, in their
discretion, require bonds from either or all of the Officers and employees of
the Corporation for the faithful performance of their duties and good conduct
while in office.

     SECTION 14. COMPENSATION OF DIRECTORS. Directors, as such, shall be
entitled to receive such fees and expenses, if any, for attendance at each
regular or special meeting of the Board and any adjournments thereof as may be
fixed from time to time by resolution of the Board, and such fees and expenses
shall be payable even though an adjournment be had because of the absence of a
quorum; provided, however, that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of either standing or special
committees may be allowed such compensation as may be provided from time to time
by resolution of the Board for attending committee meetings.

                              ARTICLE IV. OFFICERS

     SECTION 1.  SELECTION. The Board of Directors at each annual meeting shall
elect or appoint a President and a Secretary, both to serve for the ensuing year
and until such Officer's successor is elected and qualified, or until such
Officer's earlier resignation, removal from office, or death. The Board of
Directors, at such meeting, may or may not, in the discretion of the Board,
elect a Chairman of the Board and/or one (1) or more Vice Presidents, a
Treasurer, and also may elect or appoint one (1) or more Assistant Vice
Presidents and/or one (1) or more Assistant Secretaries and/or one or more
Assistant Treasurers. When more than one Vice President is elected, they may, in
the discretion of the Board, be designated Executive Vice President, First Vice
President, Second Vice President, etc., according to seniority or rank, and any
person may hold two (2) or more offices.

     SECTION 2.  REMOVAL, VACANCIES. Any Officers of the Corporation may be
removed from office at any time by the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation may be filled by
the Board of Directors.

     SECTION 3.  CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
when and if elected, shall, whenever present, preside at all meetings of the
Board of Directors and at all meetings of the Shareholders. The Chairman of the
Board of Directors shall have all the powers of the President in the event of
the President's absence or inability to act, or in the event of a vacancy in the
office of the President. The Chairman of the Board of Directors shall confer
with the President

                                        5


on matters of general policy affecting the business of the Corporation and shall
have, in such Chairman's discretion, power and authority to generally supervise
all the affairs of the Corporation and the acts and conduct of all the Officers
of the Corporation, and shall have such other duties as may be conferred upon
the Chairman of the Board by the Board of Directors.

     SECTION 4.  PRESIDENT. If there be no Chairman of the Board elected, or in
the Chairman's absence, the President shall preside at all meetings of the Board
of Directors and at all meetings of the Shareholders. The immediate supervision
of the affairs of the Corporation shall be vested in the President. It shall be
the President's duty to attend constantly to the business of the Corporation and
to maintain strict supervision over all of its affairs and interests. The
President shall keep the Board of Directors fully advised of the affairs and
condition of the Corporation, and shall manage and operate the business of the
Corporation pursuant to such policies as may be prescribed from time to time by
the Board of Directors. The President shall, subject to approval of the Board,
hire and fix the compensation of all employees and agents of the Corporation
other than Officers, and any person thus hired shall be removable at the
President's pleasure.

     SECTION 5.  VICE PRESIDENT. Any Vice President of the Corporation may be
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability, or absence of the President or
the failure of the President to act for any reason, and when so designated, such
Vice President shall exercise all the powers of the President in accordance with
such designation. The Vice Presidents shall have such duties as may be required
of or assigned to them by the Board of Directors, the Chairman of the Board, or
the President.

     SECTION 6.  SECRETARY. It shall be the duty of the Secretary to keep a
record of the proceedings of all meetings of the Shareholders and Board of
Directors; to keep the stock records of the Corporation; to notify the
Shareholders and Directors of meetings as provided by these Bylaws; and to
perform such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Secretary, if elected, shall
perform the duties of the Secretary during the absence or disability of the
Secretary and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Secretary, or the Board of Directors.

     SECTION 7.  TREASURER. The Treasurer shall keep, or cause to be kept, the
financial books and records of the Corporation, and shall faithfully account for
its funds. The Treasurer shall make such reports as may be necessary to keep the
Chairman of the Board, the President, and the Board of Directors fully informed
at all times as to the financial condition of the Corporation, and shall perform
such other duties as may be prescribed by the Chairman of the Board, the
President, or the Board of Directors. Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
Chairman of the Board, the President, the Treasurer, or the Board of Directors.

                                        6


                           ARTICLE V. CONTRACTS, ETC.

     SECTION 1.  CONTRACTS, DEEDS, AND LOANS. All contracts, deeds, mortgages,
pledges, promissory notes, transfers, and other written instruments binding upon
the Corporation shall be executed on behalf of the Corporation by the Chairman
of the Board, if elected, the President, any Vice President, or by such other
Officers or agents as the Board of Directors may designate from time to time.
Any such instrument required to be given under the seal of the Corporation may
be attested by the Secretary or Assistant Secretary of the Corporation.

     SECTION 2.  PROXIES. The Chairman of the Board, if elected, or the
President or any Vice President shall have full power and authority, on behalf
of the Corporation, to attend and to act and to vote at any meetings of the
Shareholders, bond holders, or other security holders of any corporation, trust,
or association in which this Corporation may hold securities, and at any such
meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
Corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by such
Officer. The Board of Directors may, by resolution, from time to time, confer
like powers upon any other such person or persons.

                          ARTICLE VI. CHECKS AND DRAFTS

     Checks and drafts of the Corporation shall be signed by such Officer or
Officers or such other employees or persons as the Board of Directors may from
time to time designate.

                               ARTICLE VII. STOCK

     SECTION 1.  CERTIFICATES OF STOCK. The certificates for shares of capital
stock of the Corporation shall be in such form as shall be determined by the
Board of Directors. They shall be numbered consecutively and entered into the
stock book of the Corporation as they are issued. Each certificate shall state
on its face the fact that the Corporation is a Georgia corporation, the name of
the person to whom the shares are issued, the number and class of shares (and
series, if any) represented by the certificate and their par value, or a
statement that they are without par value. In addition, when and if more than
one (1) class of shares shall be outstanding, all share certificates of whatever
class shall state that the Corporation will furnish to any Shareholder upon
request and without charge a full statement of the designations, relative
rights, preferences, and limitations of the shares of each class authorized to
be issued by the Corporation.

     SECTION 2.  SIGNATURE; TRANSFER AGENT; REGISTRAR. Share certificates shall
be signed by the President or any Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and shall bear the seal of the Corporation or a facsimile thereof.
The Board of Directors may from time to time appoint transfer agents and
registrars for the shares of capital stock of the Corporation or any class
thereof, and when any share certificate is countersigned by a transfer agent or
registered by a registrar, the signature of any

                                        7


Officer of the Corporation appearing thereon may be a facsimile signature. In
case any Officer who signed, or whose facsimile signature was placed upon, any
such certificate shall have died or ceased to be such Officer before such
certificate is issued, it may nevertheless be issued with the same effect as if
such Officer continued to be such Officer on the date of issue.

     SECTION 3.  STOCK BOOK. The Corporation shall keep at its principal office,
or at the office of its transfer agent, wherever located, with a copy at the
principal office of the Corporation, a book, to be known as the stock book of
the Corporation, containing in alphabetical order the name of each Shareholder
of record, together with such Shareholder's address, the number of shares of
each kind, class, or series of stock held by such Shareholder, and such
Shareholder's Social Security number. The stock book shall be maintained in
current condition. The stock book, including the share register, or the
duplicate copy thereof maintained at the principal office of the Corporation,
shall be available for inspection and copying by any Shareholder at any meeting
of the Shareholders upon request, or at other times upon the written request of
any Shareholder or holder of a voting trust certificate. The stock book may be
inspected and copied either by a Shareholder or a holder of a voting trust
certificate in person, or by such person's duly authorized attorney or agent.
The information contained in the stock book and share register may be stored on
punch cards, magnetic tape, or any other approved information storage devices
related to electronic data processing equipment; provided that any such method,
device, or system employed shall first be approved by the Board of Directors,
and provided further that the same is capable of reproducing all information
contained therein, in legible and understandable form, for inspection by
Shareholders or for any other proper corporate purpose.

     SECTION 4.  TRANSFER OF STOCK: REGISTRATION OF TRANSFER. The stock of the
Corporation shall be transferred only by surrender of the certificate and
transfer upon the stock book of the Corporation. Upon surrender to the
Corporation, or to any transfer agent or registrar for the class of shares
represented by the certificate surrendered, of a certificate properly endorsed
for transfer, accompanied by such assurances as the Corporation, or such
transfer agent or registrar, may require as to the genuineness and effectiveness
of each necessary endorsement and satisfactory evidence of compliance with all
applicable laws relating to securities transfers and the collection of taxes, it
shall be the duty of the Corporation, or such transfer agent or registrar, to
issue a new certificate, cancel the old certificate, and record the transactions
upon the stock book of the Corporation.

     SECTION 5.  REGISTERED SHAREHOLDERS. Except as otherwise required by law,
the Corporation shall be entitled to treat the person registered on its stock
book as the owner of shares of capital stock of the Corporation and as the
person exclusively entitled to receive notification, dividends, or other
distributions, to vote, and otherwise to exercise all the rights and powers of
ownership and shall not be bound to recognize any adverse claim.

     SECTION 6.  RECORD DATE. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining Shareholders entitled

                                        8


to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action affecting the interests of Shareholders, the Board
of Directors may fix, in advance, a record date. Such date shall not be more
than fifty (50) nor less than ten (10) days before the date of any such meeting
nor more than fifty (50) days prior to any other action. In each case, except as
otherwise provided by law, only such persons as shall be Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting
and any adjournment thereof, to express such consent or dissent, or to receive
payment of such dividend or such allotment of rights, or otherwise be recognized
as Shareholders for any other related purpose, notwithstanding any registration
of a transfer of shares on the stock book of the Corporation after any such
record date so fixed.

     SECTION 7.  LOST CERTIFICATES. When a person to whom a certificate of stock
has been issued alleges it to have been lost, destroyed, or wrongfully taken,
and if the Corporation, transfer agent, or registrar is not on notice that such
certificate has been acquired by a bona fide purchaser, a new certificate may be
issued upon such owner's compliance with all of the following conditions: (a)
Such owner shall file with the Secretary of the Corporation, and the transfer
agent or the registrar, such owner's request for the issuance of a new
certificate, with an affidavit setting forth the time, place, and circumstances
of the loss; (b) Such owner shall also file with the Secretary, and the transfer
agent or the registrar, a bond with good and sufficient security acceptable to
the Corporation and the transfer agent or the registrar, conditioned to
indemnify and save harmless the Corporation and the transfer agent or the
registrar from any and all damage, liability, and expense of every nature
whatsoever resulting from the Corporation's or the transfer agent's or the
registrar's issuing a new certificate in place of the one alleged to have been
lost; and (c) Such owner shall comply with such other reasonable requirements as
the Chairman of the Board, the President, or the Board of Directors of the
Corporation, and the transfer agent or the registrar shall deem appropriate
under the circumstances.

     SECTION 8.  REPLACEMENT OF MUTILATED CERTIFICATES. A new certificate may be
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary and the transfer agent or the
registrar to duly identify the defaced or mutilated certificate and to protect
the Corporation and the transfer agent or the registrar against loss or
liability. Where sufficient identification is lacking, a new certificate maybe
issued upon compliance with all of the conditions set forth in Section 7 of this
Article VII.

                          ARTICLE VIII. INDEMNIFICATION

     SECTION 1.  AUTHORITY TO INDEMNIFY.

     (a)  Except as provided in subsections (b) and (c) of this Section 1, the
Corporation shall indemnify an individual made a party to a proceeding because
such individual is or was a Director against liability incurred in the
proceeding, if such Director acted in a manner such Director believed

                                        9


in good faith to be in or not opposed to the best interests of the Corporation
and, in the case of any criminal proceeding, such Director had no reasonable
cause to believe the conduct was unlawful.

     (b)  The Corporation may not indemnify a Director under this Section 1:

          (1)  In connection with a proceeding by or in the right of the
     Corporation in which the Director was adjudged liable to the Corporation;
     or

          (2)  In connection with any other proceeding in which the Director was
     adjudged liable on the basis that personal benefit was improperly received
     by the Director.

     (c)  Indemnification permitted under this Section 1 in connection with a
proceeding by or in the right of the Corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     SECTION 2.  MANDATORY INDEMNIFICATION. Unless otherwise provided in the
Articles of Incorporation, to the extent that a Director has been successful, on
the merits or otherwise, in the defense of any proceeding to which the Director
was a party, or in defense of any claim, issue, or matter therein, because that
individual is or was a Director of the Corporation, the Corporation shall
indemnify the Director against reasonable expenses incurred by the Director in
connection therewith.

     SECTION 3.  ADVANCE FOR EXPENSES.

     (a)  The Corporation shall pay for or reimburse the reasonable expenses
incurred by a Director who is a party to a proceeding in advance of final
disposition of the proceeding if:

          (1)    The Director furnishes the Corporation a written affirmation of
     such Director's good faith belief that such Director has met the standard
     of conduct set forth in subsection (a) of Section 1 of these Bylaws; and

          (2)    The Director furnishes the Corporation a written undertaking,
     executed personally or on the Director's behalf, to repay any advances if
     it is ultimately determined that the Director is not entitled to
     indemnification under Section 1.

     (b)  The undertaking required by paragraph (2) of subsection (a) of this
Section 3 must be an unlimited general obligation of the Director, but need not
be secured and may be accepted without reference to financial ability to make
repayment.

     SECTION 4.  DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

     (a)  The Corporation may not indemnify a Director under Section 1 of these
Bylaws unless authorized thereunder and a determination has been made in the
specific case that indemnification

                                       10


of the Director is required in the circumstances because the Director has met
the standard of conduct set forth in subsection (a) of Section 1.

     (b)  The determination shall be made:

          (1)    By the Board of Directors by majority vote of a quorum
     consisting of Directors not at the time parties to the proceeding; or

          (2)    If a quorum cannot be obtained under paragraph (1) of this
     subsection, by majority vote of a committee duly designated by the Board of
     Directors (in: which designation Directors who are parties may
     participate), consisting solely of one (1) or more Directors not at the
     time parties to the proceeding; or

          (3)    By special legal counsel:

                 (i)     Selected by the Board of Directors or its committee in
          the manner prescribed in paragraphs (1) or (2) of this subsection (b);
          or

                 (ii)    If a quorum of the Board of Directors cannot be
          obtained under paragraph (1) of this subsection (b) and a committee
          cannot be designated under paragraph (2) of this subsection, selected
          by majority vote of the full Board of Directors (in which selection
          Directors who are parties may participate); or

          (4)    By the Shareholders, but shares owned by or voted under the
     control of Directors who are at the time parties to the proceeding may not
     be voted on the determination.

     (c)  Authorization of indemnification or an obligation to indemnify and
evaluation as to reasonableness of expenses shall be made in the same manner as
the determination that indemnification is required, except that if the
determination that indemnification is required is made by special legal counsel,
evaluation as to reasonableness of expenses shall be made by those entitled
under paragraph (3) of subsection (b) of this Bylaw provision to select counsel.

     SECTION 5.  INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless the
Articles of Incorporation provide otherwise:

     (1)  An Officer of the Corporation who is not a Director is entitled to
mandatory indemnification under Section 2 of these Bylaws to the same extent as
a Director; and

     (2)  The Corporation may, in the discretion of the Board of Directors,
indemnify and advance expenses to an Officer, employee, or agent, who is not a
Director, to the extent the Board deems appropriate, consistent with public
policy.

                                       11


     SECTION 6.  DIRECTOR'S EXPENSES AS A WITNESS. This Article VIII does not
limit the Corporation's power to pay or reimburse expenses incurred by a
Director in connection with such Director's appearance as a witness in a
proceeding at a time when such Director has not been made a named defendant or
respondent to the proceeding.

                ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES

     SECTION 1.  DIRECTORS. The Board of Directors shall have the power to
alter, amend, or repeal these Bylaws or adopt new Bylaws unless such power is
reserved exclusively to the Shareholders by the Articles of Incorporation or in
Bylaws previously adopted by the Shareholders, but any Bylaws adopted by the
Board of Directors may be altered, amended, or repealed, and new Bylaws adopted,
by the Shareholders.

     SECTION 2.  SHAREHOLDERS. The Shareholders shall have the power to alter,
amend, or repeal these Bylaws or adopt new Bylaws at any regular meeting or at
any special meeting of the Shareholders. The Shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended, or repealed by
the Board of Directors.

     EXECUTED AND EFFECTIVE as of the 4th day of December, 2002.

                                              SHARON G. DASPIT, M.D., INC


Attest:

/s/ Sharon G. Daspit, M.D.                    /s/ Sharon G. Daspit, M.D.
- ----------------------------------            ----------------------------------
BY: Sharon G. Daspit, M.D.                    BY: Sharon G, Daspit, M.D.
AS ITS: Secretary                             AS ITS: President

                                       12

EX-3.129

                                                                   EXHIBIT 3.129


                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                        SHOALS PATHOLOGY ASSOCIATES, P.C.

                                                                9820 282

     Pursuant to the provisions of Sections 10-4-238 and 10-2B-10.06 of the Code
of Alabama (1975), Shoals Pathology Associates, P.C., a professional corporation
duly organized and validly existing under the laws of the Stale of Alabama (the
"Corporation"), hereby amends its Articles of Incorporation in compliance with
the Alabama Business Corporation Act, Section 10-2B-1.01 et. seq., Code of
Alabama (1975).

     1.     The name of the Corporation is Shoals Pathology Associates, P.C.

     2.     All provisions of the Articles of Incorporation of the Corporation
(as amended) are deleted and the following Articles of Incorporation are
substituted in lieu thereof:

                          "ARTICLES OF INCORPORATION OF
                        SHOALS PATHOLOGY ASSOCIATES, INC.

                                    ARTICLE I

                                      NAME

     The name of the Corporation is Shoals Pathology Associates, Inc.

                                   ARTICLE II

                                  CAPITAL STOCK

     The aggregate number of shares of capital stock which the Corporation shall
have authority to issue is 200 shares of common stock, par value $10.00 per
share.

                                   ARTICLE III

                              REGISTERED OFFICE AND
                            INITIAL REGISTERED AGENT

     The street address of the initial registered office of the Corporation is
1800 Beverly Avenue, Muscle Shoals, Alabama 35661, and the name of its initial
registered agent at that office is Ralph R. Braund, Jr., M.D.

                                                              9820 282



                                   ARTICLE IV                9820 283

                                  INCORPORATOR

     The name and address of the incorporator of the Corporation is Ralph R.
Braund, Jr., M.D., 1800 Beverly Avenue, Muscle Shoals, Alabama 35661.

                                    ARTICLE V

                                    DIRECTORS

     The number of directors constituting the initial board of directors of the
Corporation shall be two, and the names and addresses of the persons who are to
serve as the directors until the first annual meeting of the shareholders and
until their successors are elected and shall qualify are as follows:

               Name                              Address
               ----                              -------

            James C. New                    7290 Garden Road
                                            Riviera Beach, FL 33404

            Robert P. Wynn                  7290 Garden Road
                                            Riviera Beach, FL 33404

                                   ARTICLE VI

                                     PURPOSE

     The purpose or purposes for which the Corporation is organized are the
transaction of any or all lawful business for which corporations may be
incorporated under the Alabama Business Corporation Act, including, but not
limited to, engaging in the professional practice of medicine.

                                   ARTICLE VII

                                     BYLAWS

     The shareholders of the Corporation reserve the right to adopt the initial
bylaws of the Corporation.

                                        2                       9820 283


                                                                9820 284

                                  ARTICLE VIII

                                   MANAGEMENT

     The business and affairs of the Corporation shall be managed and regulated
by the board of directors of the Corporation."

     3.     This Amendment to the Articles of Incorporation was approved and
adopted on August 19th, 1998.

     4.     The approval and adoption of this Amendment was accomplished by the
unanimous consent of the shareholders and directors of the Corporation pursuant
to the provisions of Sections 10-2B-7.04 and 10-2B-8.21 of the Code of Alabama
(1975).

     5.     The number of shares of the Corporation outstanding at the time of
such approval and adoption was 100 and the number of the shares entitled to vote
thereon was 100.

     6.     The number of shares voted for this Amendment was 100 and the number
of shares voted against such Amendment was zero.

     This the 19th day of August, 1998.

                                               SHOALS PATHOLOGY ASSOCIATES, P.C.

                                               By: /s/ Ralph R. Braund
                                                   -----------------------------
                                                   Ralph R. Braund Jr., M.D.
                                                   Its President

STATE OF ALABAMA
COLBERT COUNTY

I, W. Thomas Crosslin, Judge of Probate
in and for the State and County
aforesaid do hereby certify that the
foregoing is a true and correct copy of
an instrument as shown of record in Vol.                              [SEAL]

9820 page 281-284 Given under my hand
and official Seal of Office this 13th
day of March 2003.

/s/ W. Thomas Crosslin
- -------------------------
   Judge of Probate

                                                                      9840 284

                                        3

EX-3.130

                                                                   EXHIBIT 3.130

                                     BYLAWS

                                       OF

                        SHOALS PATHOLOGY ASSOCIATES, INC.


                             an Alabama corporation



                                TABLE OF CONTENTS


                 
ARTICLE I           OFFICES

ARTICLE II          SHAREHOLDERS

Section 2.1         Annual Meetings
Section 2.2         Special Meetings
Section 2.3         Place of Meetings
Section 2.4         Notice of Meetings
Section 2.5         Closing of Transfer Books  or Fixing of Record Date
Section 2.6         Voting Record
Section 2.7         Proxies
Section 2.8         Quorum
Section 2.9         Voting of Shares
Section 2.10        Voting of Shares by Certain Holders
Section 2.11        Action by Shareholders Without a Meeting

ARTICLE III         BOARD OF DIRECTORS

Section 3.1         General Powers
Section 3.2         Number, Tenure and Qualifications
Section 3.3         Vacancies
Section 3.4         Meetings
Section 3.5         Meeting by Telephone
Section3.6          Quorum
Section 3.7         Acts of the Board
Section 3.8         Presumption of Assent
Section 3.9         Action Without a Meeting
Section 3.10        Committees of Directors
Section 3.11        Compensation
Section 3.12        Director Conflicts of Interest
Section 3.13        Loans to Employees and Directors

ARTICLE IV          WAIVER OF NOTICE

Section 4.1         Directors
Section 4.2         Shareholders


                                        i




                 
ARTICLE V           OFFICERS

Section 5.1         Positions
Section 5.2         Election and Term of Office
Section 5.3         Vacancies
Section 5.4         Removal
Section 5.5         Duties of Officers
Section 5.6         Compensation

ARTICLE VI          INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES


ARTICLE VII         CERTIFICATES REPRESENTING SHARES

Section 7.1         Certificates Representing Shares
Section 7.2         Legends on Certificates
Section 7.3         Transfer of Shares
Section 7.4         Lost, Stolen, Destroyed, or Mutilated Certificates

ARTICLE VIII        GENERAL

Section 8.1         Fiscal Year
Section 8.2         Dividends
Section 8.3         Checks
Section 8.4         Corporate Seal
Section 8.5         Right of Corporation to Acquire its Own Shares
Section 8.6         Voting of Corporation's Securities

ARTICLE IX          AMENDMENT OF BYLAWS


                                       ii


                                     BYLAWS

                                       OF

                        SHOALS PATHOLOGY ASSOCIATES, INC.
                             an Alabama corporation

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation shall be located in Muscle Shoals,
Alabama. The corporation may have such other offices, within and without the
State of Alabama, as the board of directors may determine or as the business of
the corporation may require.

     The registered office of the corporation, required by the Alabama Business
Corporation Act to be maintained in the State of Alabama, may but need not be
the same as its principal office in the State of Alabama. The address of the
registered office may be changed from time to time by the board of directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1    ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1998, shall be held on the second Tuesday of December
in each year if not a legal holiday in the State of Alabama, and if a legal
holiday, then on the next succeeding business day not a legal holiday, at 10:00
a.m., or at such other date and time as shall be designated from time to time
by the board of directors and stated in the notice of the meeting, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated herein for the annual meeting of the shareholders, or at any
adjournment thereof, the board of directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
conveniently held.

     Section 2.2    SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the board of directors, the chairman of the board, the president or
the holders of not less than one-tenth of all shares of the corporation entitled
to vote at the meeting.

     Section 2.3    PLACE OF MEETINGS. Annual and special meetings shall be held
at the principal office of the corporation in the State of Alabama, or at such
other place, within or without the State of Alabama, as may be designated by the
board of directors or the person or persons calling the meeting and stated in
the notice of the meeting.



     Section 2.4    NOTICE OF MEETINGS. Unless otherwise required by law,
written notice of shareholder meetings, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall, unless otherwise prescribed by statute, be delivered
not less than ten nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the chairman of the
board, the president, the secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
Notwithstanding the provisions of this section, the stock or bond indebtedness
of the corporation shall not be increased at a meeting unless notice of such
meeting shall have been given as may be required by section 234 of the
Constitution of Alabama as the same may be amended from time to time.

     Section 2.5    CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for stated
period not to exceed fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than fifty days and, in
case of a meeting of shareholders, not less than ten days prior to the date on
which the particular action, requiring such determination of shareholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

     Section 2.6    VOTING RECORD. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order with the address of and the number of shares held by each.
Such list shall be kept on file at the principal office of the corporation for a
period of ten days prior to such meeting of shareholders and shall be subject to
inspection by any shareholder making written request therefor at any time during
usual business hours. Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock transfer
books shall be prima facie evidence as

                                        2


to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at such
meeting.

     Section 2.7    PROXIES. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     Section 2.8    QUORUM. Unless otherwise provided in the articles of
incorporation, a majority of the shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If a quorum is not present at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice,
other than announcement at the meeting. At such adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally noticed. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

     Section 2.9    VOTING OF SHARES. Subject to the provisions of the next
sentence of this Section 2.9, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. At each election for directors every shareholder entitled to vote
at such election shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote, OR, if cumulative voting is
authorized by the articles of incorporation, to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the number
of his shares shall equal, or by distributing such votes on the same principle
among any number of such candidates. If a quorum is present, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders, unless the vote
of a greater number or voting by classes is required by the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation or
these bylaws.

     Section 2.10   VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the bylaws of such other corporation may prescribe, or, in the
absence of such provision, as the board of directors of such other corporation
may determine.

     Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name and no corporate
trustee

                                        3


shall be entitled to vote in the election of directors shares held by it solely
in a fiduciary capacity if such shares are shares issued by the corporate
trustee itself.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation is held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.

     Section 2.11   ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action
required or permitted to be taken at a meeting of the shareholders may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1    GENERAL POWERS. All corporate powers shall be exercised by
or under authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors.

     Section 3.2    NUMBER, TENURE AND QUALIFICATIONS. The number of directors
constituting the initial board of directors is set forth in the articles of
incorporation, and the members of the first board shall hold office until the
first annual meeting of shareholders and until their successors shall have been
elected and qualified. Thereafter, the number of directors constituting the
board of directors shall be not less than one nor more than ten, the exact
number to be determined by resolution of the board of directors. The minimum and
maximum number of directors may be increased or decreased from time to time in
the manner provided by the bylaws for the amendment thereof, but no decrease
shall have the effect of shortening the term of any incumbent director.
Directors shall hold office until the next succeeding annual meeting of
shareholders and until their successors shall have been elected and qualified.
Directors need not be shareholders or residents of the State of Alabama.

                                        4


     Section 3.3    VACANCIES. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected to serve until the next annual meeting of
shareholders. Any directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual meeting or at a
special meeting of shareholders called for that purpose.

     Section 3.4    MEETINGS. Meetings of the board of directors, regular or
special, may be held either within or without the State of Alabama. A regular
meeting of the board of directors shall be held without notice immediately
after, and at the same place as, the annual meeting of shareholders. Other
regular meetings may be held upon such notice and at such time and place as
shall be determined by the board. Special meetings of the board of directors may
be called by the chairman of the board, the president or by any two directors on
three days written notice to each director, delivered personally or mailed to
each director at his business address or by telegram. The secretary, at the
request in writing of the chairman of the board, the president or any two
directors, shall send such written notice on his or their behalf. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, so addressed, with postage thereon prepaid. If by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to the telegraph
company. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice of such meeting.

     Section 3.5    MEETING BY TELEPHONE. Members of the board of directors or
any committee designated thereby may participate in a meeting of such board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time and participation by such means shall constitute presence in
person at a meeting.

     Section 3.6    QUORUM. A majority of the whole number of directors of the
board shall constitute a quorum for the transaction of business at any meeting
of the board of directors. If less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice. If a quorum is present when the meeting is convened, the
directors present may continue to do business, taking action by a vote of a
majority of a quorum, until adjournment, notwithstanding the withdrawal of
enough directors to leave less than a quorum present or the refusal of any
director present to vote.

     Section 3.7    ACTS OF THE BOARD. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.

     Section 3.8    PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the

                                        5


secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     Section 3.9    ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors or a committee thereof at a meeting may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or all of the members of the
committee, as the case may be. Such consent shall have the same effect as a
unanimous vote of the directors or the members of such committee.

     Section 3.10   COMMITTEES OF DIRECTORS. The board of directors, by
resolution passed by a majority of the whole board of directors, may designate
from among its members one or more committees, each committee to consist of one
or more of the directors of the corporation. Each such committee, to the extent
provided in the resolutions of the board of directors, shall have and may
exercise all the powers and authority of the board of directors, except that no
such committee shall have the authority of the board in reference to declaring a
dividend or distribution from capital stock, issuing capital stock, amending the
articles of incorporation, adopting a plan of merger or consolidation,
recommending to the shareholders the sale, lease, mortgage, exchange or other
disposition of all or substantially all of the property and assets of the
corporation other than in the usual and regular course of business, recommending
to the shareholders a voluntary dissolution of the corporation or a revocation
of a dissolution, filling vacancies in the board of directors, or amending the
bylaws of the corporation. Such committee or committees shall have such name or
names as may be determined from time to time by resolution adopted by the board
of directors. Each committee shall keep regular minutes of its meetings and
report the same to the board of directors when required.

     Section 3.11   COMPENSATION. By resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of the
board of directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 3.12   DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between the corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of its
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the board of directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction, if the contract or transaction is fair and reasonable to the
corporation and if either the fact of such relationship or interest is disclosed
to the board of directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors or the fact
of such relationship or interest is disclosed to the shareholders entitled to
vote and they authorize, approve or ratify such contract or transaction by vote
or written consent.

                                        6


     Common or interested directors may not be counted in determining the
presence of a quorum at a meeting of the board of directors or a committee
thereof which authorizes, approves or ratifies such contract or transaction.

     Section 3.13   LOANS TO EMPLOYEES AND DIRECTORS. The corporation shall not
lend money to or use its credit to assist its directors without authorization in
the particular case by its shareholders, but may lend money to and use its
credit to assist any employee of the corporation or of a subsidiary, including
any such employee who is a director of the corporation, if the board of
directors decides that such loan or assistance may benefit the corporation.


                                   ARTICLE IV

                                WAIVER OF NOTICE

     Section 4.1    DIRECTORS. Whenever any notice is required to be given to
any director of the corporation under the provisions of the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation, or
these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors or any committee designated thereby need be specified in the waiver
of notice. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

     Section 4.2    SHAREHOLDERS. Whenever any notice is required to be given to
any shareholder of the corporation under the provisions of the Constitution of
Alabama, the Alabama Business Corporation Act, the articles of incorporation, or
the bylaws, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                    ARTICLE V

                                    OFFICERS

     Section 5.1    POSITIONS. The officers of the corporation shall be elected
by the board of directors and shall consist of a chairman of the board, a
president, a secretary, and such other officers and assistant officers as may be
deemed necessary by the board of directors. Any two or more offices may be held
by the same person.

                                        7


     Section 5.2    ELECTION AND TERM OF OFFICE. The first officers of the
corporation shall be elected by the board of directors at the first meeting of
the board of directors. Each officer shall hold office at the pleasure of the
board of directors or until his death or he shall resign or shall have been
removed in the manner hereinafter provided.

     Section 5.3    VACANCIES. A vacancy in any office may be filled by the
board of directors.

     Section 5.4    REMOVAL. Any officer or agent may be removed by the board of
directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract rights.

     Section 5.5    DUTIES OF OFFICERS. The officers of the corporation, if and
when elected by the board of directors of the corporation, shall have the
following duties:

          (a)  CHAIRMAN OF THE BOARD. The chairman of the board shall be the
chief executive officer of the corporation and shall, subject to the direction
of the board of directors, supervise and control the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the board of directors. He may sign certificates for shares of the
corporation and deeds, mortgages, bonds, contracts, or other instruments on
behalf of the corporation, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation. In general, he shall perform all duties incident to the office
of chairman of the board and such other duties as may be prescribed by the board
of directors.

          (b)  PRESIDENT. The president shall be the chief administrative
officer of the corporation and shall have general and active management of such
areas and divisions of the business of the corporation as may be designated by
the board of directors or by the chairman of the board. The president of the
corporation shall carry into effect the orders of the chairman of the board. In
the absence of the chairman of the board or in the event of his death or
inability to act, the president shall perform the duties of the chairman of the
board, and when so acting, shall have all the powers of and be subject to all
the restrictions upon the chairman of the board. The president may sign
certificates for shares of the corporation and deeds, mortgages, bonds,
contracts or other instruments on behalf of the corporation except where
required by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation. In general, he shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the chairman of the board or the board of directors.

          (c)  VICE-PRESIDENTS. In the absence of the president or in the event
of his death or inability to act, the vice-president (or in the event there be
more than one vice-president, the vice-presidents in the order determined by the
board of directors) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the restrictions upon

                                        8


the president. Any vice-president may sign certificates for shares of the
corporation and shall perform such other duties as from time to time may be
assigned to him by the chairman of the board, the president or the board of
directors.

          (d)  SECRETARY. The secretary shall keep the minutes of the
proceedings of the shareholders and of the board of directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation; see that
the seal of the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized; keep a register
of the post office address of each shareholder which shall be furnished to the
secretary by each shareholder; sign with the chairman of the board, the
president, any vice-president, or the treasurer certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the board of directors; have general charge of the stock transfer books of the
corporation; and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him by
the chairman of the board, the president of the board of directors. If there is
no treasurer of the corporation, the secretary shall assume the authority and
duties of treasurer.

          (e)  TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as may be designated by the board
of directors, and in general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the chairman of the board, the president or the board of directors. The
treasurer may sign certificates for shares of the corporation. If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
board of directors shall determine.

          (f)  ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant
secretary, or if there shall be more than one, the assistant secretaries in the
order determined by the board of directors, shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of the secretary.
The assistant treasurer, or, if there shall be more than one, the assistant
treasurers in the order determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. The board of directors may require any assistant
treasurer to give a bond for the faithful discharge of his duties in such sums
and with such surety or sureties as the board of directors shall determine. The
assistant secretaries and assistant treasurers shall all perform such other
duties as shall be assigned to them by the secretary and treasurer,
respectively, or by the chairman of the board, the president or the board of
directors.

     Section 5.6    COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors, and no officer shall be
prevented from receiving such compensation by reason of the fact that he is also
a director of the corporation.

                                        9


                                   ARTICLE VI

                          INDEMNIFICATION OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

     Section 6.1    The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals (other than an action by or
in the right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, partner, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such claim, action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
claim, action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     Section 6.2    The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed claim, action or suit by or in the right of the corporation to procure
a judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, partner, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.

     Section 6.3    To the extent that a director, officer, employee or agent of
the corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2 of this Article
VI, or in defense or any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith, notwithstanding that he has not been successful on
any other claim, issue or matter in any such action, suit or proceeding.

                                       10


     Section 6.4    Any indemnification under Sections 6.1 and 6.2 of this
Article VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 6.1 and 6.2 of
this Article VI. Such determination shall be made (a) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to,
or who have been wholly successful on the merits or otherwise with respect to,
such claim, action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.

     Section 6.5    Expenses (including attorneys' fees) incurred in defending a
civil or criminal claim, action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such claim, action, suit or
proceeding as authorized in the manner provided in Section 6.4 of this Article
VI upon receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount if and to the extent that it shall be
ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in this Article VI.

     Section 6.6    The indemnification authorized in and provided by this
Article VI shall not be deemed exclusive of and shall be in addition to any
other right to which those indemnified may be entitled under any statute, rule
of law, provisions of articles of incorporation, bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall insure to the benefit of the heirs,
executors and administrators of such a person.

     Section 6.7    The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation is required or permitted to
indemnify him against such liability under the provisions of this Article VI or
any statute.

                                   ARTICLE VII

                        CERTIFICATES REPRESENTING SHARES

     Section 7.1    CERTIFICATES REPRESENTING SHARES. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
board of directors. Such certificates shall be signed by the chairman of the
board, the president, any vice-president, or the treasurer, and by the
secretary, an assistant vice-president, an assistant secretary, or an assistant
treasurer, and sealed with the corporate seal or a facsimile thereof. The
signatures of both of such officers upon

                                       11


a certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar, other than the corporation itself
or one of its employees. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of its issue. Each
certificate for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number and class of shares and date of issue, shall be entered
on the stock transfer books of the corporation. All certificates surrendered to
the corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the board of directors may prescribe.

     Section 7.2    LEGENDS ON CERTIFICATES. Any written restriction on the
transfer of shares of the corporation must be noted conspicuously on the
certificate representing such shares. In addition, if the corporation is
authorized to issue shares of more than one class, there shall be set forth upon
the face or back of every certificate, or every certificate shall have a
statement that the corporation will furnish to any shareholder upon request and
without charge, a full statement of the designations, preferences, limitations,
and relative rights of the shares of each class authorized to be issued, and if
the corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.

     Section 7.3    TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.

     Section 7.4    LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES. The
board of directors may direct a new certificate to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.

                                       12


                                  ARTICLE VIII

                                     GENERAL

     Section 8.1    FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.

     Section 8.2    DIVIDENDS. The board of directors, from time to time, may
declare, and the corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.

     Section 8.3    CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

     Section 8.4    CORPORATE SEAL. The board of directors shall select a
corporate seal which shall have inscribed thereon the name of the corporation,
the words "Alabama" and "Corporate Seal," and such seal may include the date of
incorporation of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any manner reproduced.

     Section 8.5    RIGHT OF CORPORATION TO ACQUIRE ITS OWN SHARES. The
corporation shall have the right to purchase, take, receive or otherwise
acquire, hold, own, pledge and transfer or otherwise dispose of its own shares.
Purchases by the corporation of its own shares, whether direct or indirect, may
be made to the extent of unreserved and unrestricted earned surplus available
therefor and, if permitted by the articles of incorporation of the corporation
(or, if not so permitted by the articles of incorporation of the corporation,
with the affirmative vote of the holders of two-thirds of all shares entitled to
vote thereon), to the extent of unreserved and unrestricted capital surplus of
the corporation available therefor.

     Section 8.6    VOTING OF CORPORATION'S SECURITIES. Unless otherwise ordered
by the board of directors, the chairman of the board, the president or any
vice-president, or such other officer as may be designated by the board of
directors to act in the absence of the chairman of the board, the president or
any vice-president, shall have full power and authority on behalf of the
corporation to attend and to act and to vote, and to execute a proxy or proxies
empowering others to attend and to act and to vote, at any meetings of security
holders of any corporation in which the corporation may hold securities, and at
such meetings the chairman of the board, on such other officer of the
corporation, or such proxy shall possess and may exercise any and all rights and
powers incident to the ownership of such securities, and which as the owner
thereof the corporation might have possessed and exercised, if present. The
secretary or any assistant secretary may affix the corporate seal to any such
proxy or proxies so executed by the chairman of the board, or such other
officer, and attest the same. The board of directors by resolution from time to
time may confer like powers upon any other person or persons.

                                       13


                                   ARTICLE IX

                               AMENDMENT OF BYLAWS

     These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors or by the shareholders at any regular or
special meeting thereof; provided, however, that the board of directors may not
alter, amend or repeal any bylaw establishing what constitutes a quorum at
shareholders' meetings.

                                       14

EX-3.131

                                                                   EXHIBIT 3.131

                                                               FILED
                                                        In the Office of the
                                                     Secretary of State of Texas
                                                           Nov 02 2000

                                                        Corporations Section

                             ARTICLES OF CONVERSION

                                       OF

                       C.B. SIMPSON, M. D. AND ASSOCIATES

     Pursuant to the provisions of Articles 5.17 through 5.20 of the Texas
Business Corporations Act and Section 25 of the Texas Professional Associations
Act, the undersigned Texas professional association issues the following
Articles of Conversion for the purpose of converting said professional
association into a Texas nonprofit corporation.

     1    The undersigned professional association hereby certifies as follows:

          A    The name of the Converting Entity is C.B. SIMPSON, M.D. AND
               ASSOCIATES, which Converting Entity is formed as a professional
               association under the laws of the State of Texas, and the name of
               the Converted Entity is SIMPSON PATHOLOGY 5.0l(A) CORPORATION;

          B    A Plan of Conversion has been approved by the requisite vote of
               the members of the professional association;

          C    An executed Plan of Conversion is on file at the principal place
               of business of the converting entity, located at 4350 Alpha Road,
               Dallas, Texas 75244, and an executed Plan of Conversion will be
               on file, from and after the conversion, at the principal place of
               business of the converted entity, located at 4350 Alpha Road,
               Dallas, Texas 75244;

          D    A copy of the Plan of Conversion will be furnished by the
               Converting Entity (prior to the conversion) or the Converted
               Entity (after the conversion), on written request and without
               cost, to any shareholder, partner, or member of the Converting
               Entity or the Converted Entity; and

          E    The number of outstanding shares in the Converting Entity is
               1,000 and the holder of all of those shares voted for the Plan of
               Conversion.

     2    The approval of the Plan of Conversion was duly authorized by all
actions required by the laws under which the Converting Entity was organized and
by its constituent documents

     3    The Converted Entity shall be liable for the payment of all fees and
franchise taxes as required by law



EXECUTED the 10th day of October, 2000

                                          C.B. SIMPSON, M.D. AND ASSOCIATES,
                                          a Texas professional association

                                          By: Joseph A. Sonnier
                                             -----------------------------------
                                             Joseph A. Sonnier, M.D., President



                                                              FILED
                                                        In the Office of the
                                                     Secretary of State of Texas
                                                           OCT 31, 2000

                                                       Corporations Section

                            ARTICLES OF INCORPORATION

                                       OF

                     SIMPSON PATHOLOGY 5.01(A) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for SIMPSON
PATHOLOGY 5.01(A) CORPORATION.

                                   ARTICLE ONE

     The name of the corporation is SIMPSON PATHOLOGY 5.01(A) CORPORATION.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes

     (a)  Conducting scientific research and research projects in the public
          interest in the fields of medical sciences, medical economics, public
          health, sociology, and related areas,

     (b)  Supporting medical education in medical schools through grants and
          scholarships;

     (c)  Improving and developing of the abilities of individuals and
          institutions studying, teaching, and practicing medicine;

     (d)  Delivering health care to the public;

     (e)  Engaging in the instruction of the general public in the area of
          medical science, public health, and hygiene and related instruction
          useful to the individual and beneficial to the community; and

     (f)  Conducting other activities useful or appropriate to the
          accomplishment of the foregoing purposes



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation and in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not less than three) as may be fixed by the Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows:

          Name                            Address
          ----                            -------

          Stephen Aldred, M.D.            4350 Alpha Road
                                          Dallas, Texas 75244

          Clay J. Cockerell, M.D.         2330 Butler Street, Suite 115
                                          Dallas, Texas 78235

          Joseph A, Sonnier, M.D.         4350 Alpha Road
                                          Dallas, Texas 75244

     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation.

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors, and until his or her
successor shall have been duly elected and qualified unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBME") and actively engaged in the practice of medicine. For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME.



                                  ARTICLE SEVEN

     The corporation shall have one Member. These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the
Member; provided, however, any alteration, amendment, or repeal of the Bylaws
must be approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors.

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
or Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Directors or committee members were present and voted,
provided such consent is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation.

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the State of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that



this Article Twelve does not eliminate or limit the liability of a Director of
the corporation to the extent the Director is found liable for: (i) a breach of
the Director's duty of loyalty to the corporation or its Member; (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the State of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the State of Texas, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provision of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporator is:

     NAME                                    ADDRESS
     ----                                    -------
     Joseph A. Sonnier, M.D.                 4350 Alpha Road
                                             Dallas, Texas 75244

     IN WITNESS, WHEREOF, I have hereunto set my hand on this 11th, day of
October 2000.

/s/ Joseph A Sonnier
- ------------------------------------------
Joseph A Sonnier, M.D, Incorporator

EX-3.132

                                                                   EXHIBIT 3.132

                                     BYLAWS
                                       OF
                      SIMPSON PATHOLOGY 5.01(A) CORPORATION
                          A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     Section 1.1    STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Section 5.01 of the Texas Medical
Practice Act; to function as a provider organization with the goal of providing
health care services; to develop new services and products to provide quality
services to the public in a cost-effective manner; and to transact any and all
other business permitted pursuant to the Texas Non-Profit Corporation Act.

     Section 1.2    POWERS. Except as limited by the Articles of Incorporation
or these Bylaws, the Corporation shall have and exercise such powers in
furtherance of its purposes as are now or may hereafter be granted by the laws
of the State.

     Section 1.3    CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any Director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any Director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     Section 1.4    DEFINITIONS. The terms set forth below shall have the
following meanings unless otherwise required by the context in which they may be
used:

          Section 1.4-1  ARTICLES OF INCORPORATION. The term "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the 31st day of October,
2000, and any amendments thereto.

          Section 1.4-2  BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3  BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.

          Section 1.4-4  CORPORATION. The term "Corporation" shall mean SIMPSON
PATHOLOGY 5.01(A) CORPORATION, a Texas non-profit corporation.



          Section 1.4-5  MEMBER. The term "Member" shall mean AMERIPATH, INC. or
other members of the Corporation described in Section 3.1.

          Section 1.4-6  STATE. The term "State" shall mean the State of Texas
unless otherwise specifically indicated.

          Section 1.4-7  SUPPLIER. The term "Supplier" shall mean (a) a
physician retained to provide medical services to or on behalf of the
Corporation, or (b) any other person providing or anticipated to provide
services or supplies to or on behalf of the Corporation in excess of $10,000
during a twelve-month period.

          Section 1.4-8  TSBME. The term "TSBME" shall mean the Texas State
Board of Medical Examiners.

          Section 1.4-9  TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1    PRINCIPAL PLACE OF BUSINESS. The principal business office
of Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. The
Corporation may also have offices at such other places both within and without
the State of Texas as the Board may from time to time determine or the business
of the Corporation may require.

     Section 2.2    REGISTERED AGENT. The Corporation shall have and
continuously maintain in the State of Texas a registered office and a registered
agent whose office is identical with such registered office. The registered
office may be, but need not be, identical with the principal business office of
the Corporation in the State of Texas, and the name of the registered agent
and/or the address of the registered office may be changed from time to time by
the Board.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1    QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall
have one member which shall be AMERIPATH, INC. and/or other entities that meet
such standards as the initial Member shall establish. Such Member shall exercise
such rights and perform such duties as may be provided by law, the Corporation's
Articles of Incorporation, or these Bylaws.

     Section 3.2    ANNUAL MEETING. The annual meeting of the Members shall be
held at the principal business office of the Corporation or at such other place
within or without the State of Texas as may be designated by the caller of the
meeting for approval of Director nominees and the transaction of such other
business as may properly come before the meeting. The annual meeting



shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3    SPECIAL MEETINGS. Except as otherwise provided by law or by
the Articles of Incorporation, special meetings of the Members may be called by
the Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4    NOTICE OF MEETINGS, WAIVER. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid, addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business oh the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5    ACTIONS RESERVED TO THE MEMBER. The Members shall exercise
sole authority in the removal of Directors in accordance with Section 4.7 and
the appointment or removal of officers in accordance with Sections 5.2 and 5.3.
The following matters shall require the approval of the Members of the
Corporation following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage, or other transfer or encumbrance of
          the personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;

     (g)  The working, giving, or seeking of grants;



     (h)  The settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-for-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians' selection
          of the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6    ACTION BY MEMBERS. Any action which may be required by law,
the Articles of Incorporation, or these Bylaws to be taken by the Members shall
be evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.

     Section 3.7    QUORUM. Except as otherwise provided by law, by the Articles
of Incorporation, or by these Bylaws, a majority of the Members entitled to
vote, represented in person, shall constitute a quorum at a meeting of Members.
If less than a quorum of the Members is present at such meeting, a majority of
the Members present shall adjourn the meeting. The vote of a majority of the
Members entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the Members, unless the vote of a greater number is
required by law or these Bylaws.

     Section 3.8    VOTING. At each Members meeting, every Member having the
right to vote shall be entitled to vote in person or by proxy. Each Member shall
be entitled to one vote on each matter submitted to a vote for which such Member
is entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9    MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10   NO CUMULATIVE VOTING. No Member may cumulate his votes at
any election of Directors by giving one candidate as many votes as shall equal
the number of such Directors multiplied by his vote, or by distributing such
votes on the same principle among any number of such candidates, or upon any
other matter.



     Section 3.11   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Members may be taken without a meeting if a
consent in writing, setting forth the action to be taken, is signed and dated by
the Members.

     Section 3.12   MEETINGS BY TELEPHONE. The Members may participate in and
hold a regular or special meeting by means of a conference telephone or any
similar communications equipment by means of which all persons participating in
the meeting may simultaneously hear each other.

     Section 3.13   NON-LIABILITY OF THE MEMBERS. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1    GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     Section 4.2    ACTIONS RESERVED TO THE BOARD. To the extent specified
below, the following powers shall be exercised exclusively by the Board or, upon
a resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1  PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2  TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board or its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3  PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.

     Section 4.3    QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1  ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of



medicine. For purposes of these Bylaws, the term "actively engaged in the
practice of medicine" shall be as defined by the TSBME Rules.

          Section 4.3-2  REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules. Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3  FINANCIAL RELATIONSHIPS. Any Director or nominee who
has a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4    NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than three (3). Except as to the number of initial
Directors, the number of Directors shall be determined by the Board and approved
by the Member of the Corporation.

     Section 4.5    ELECTION OF DIRECTORS. The initial Directors shall be
selected by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, all successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the slate, as necessary, to fill the vacant positions; and (c) if a
majority of the Board does not approve the slate of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.

     Section 4.6    TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until



their successors are elected and qualified. Thereafter, Directors shall be
elected at the annual meeting of the Directors as provided in Section 4.5 of
these Bylaws. Except in cases involving the death, resignation, or removal of a
Director, successive Directors shall hold office until their successors are
elected and qualified.

     Section 4.7    REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER. The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)  Any Director may be removed without cause by a majority vote of
               the Board of Directors, not including the Director sought to be
               removed, provided that such removal is approved by the Member.

          (ii) Any Director who ceases to meet the qualifications of this
               Article may be removed by the Board of Directors effective as of
               the date such qualifications cease to be met, and such removal
               shall not require the approval of the Member.

     Section 4.8    VACANCIES. Any vacancies among the Directors shall be filled
in the manner specified in Section 4.5. A Director elected to fill a vacancy
shall serve for the unexpired term of such Director's predecessor in office.

     Section 4.9    MEETINGS.

          Section 4.9-1  ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall be determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business to be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2  SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice shall include
the date, time, and place of the meeting. The purpose of the meeting need not be
specified in the notice.



     Section 4.10   WAIVER OF NOTICE. Notice of a meeting of the Board need not
be given to any Director who signs a waiver of notice either before or after the
meeting. Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting, except when a Director states, at the beginning of the
meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     Section 4.11   QUORUM AND VOTING. At all meetings of the Board, a majority
of the Directors present in person shall constitute a quorum for the transaction
of business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12   PROXIES. Voting by proxies shall be prohibited.

     Section 4.13   BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board nor the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by the Board to chair the
committee. Unless otherwise provided by the Board, committee members may be but
need not be Directors, except that any committee that exercises Board authority
shall



consist of a majority of Directors. Any non-Director who is a committee member
shall have the same responsibility with respect to the committee as shall a
Director who is a committee member.

     Section 4 14   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Board or any Board committee may be taken
without a meeting if a consent in writing, describing the action so taken, is
signed and dated by all the members of the Board or committee, as the case may
be.

     Section 4.15   RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     Section 4.16   MEETINGS BY TELEPHONE. Directors and committee members may
participate in and hold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17   CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service on the Board, serve on the Board of Directors, be an officer,
or serve in any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1    NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.

     Section 5.2    ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen, and
qualified, or until his death, resignation, or removal.

     Section 5.3    REMOVAL. Any officer or agent may be removed by the Member
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create any contract rights.



     Section 5.4    VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

     Section 5.5    DUTIES. The officers of the Corporation shall have such
powers and duties except as modified by the Member as applicable, as generally
pertain to their respective offices, as well as such powers and duties as from
time to time shall be conferred by the Board or Member as applicable and by
these Bylaws.

          Section 5.5-1  PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from time to time, report to the Member and to the Board on all matters
within the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (c) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2  VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed by the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president's absence or inability to act at the time
such action was taken.

          Section 5.5-3  SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board and keep such minutes, as well as
the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve as custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.



          Section 5.5-4  TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or whenever requested, a statement of the financial condition of the
Corporation. The treasurer shall also perform all duties and exercise all powers
incident to the office of the treasurer and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-5  ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject to the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6    INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and shall indemnify such persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     Section 5.7    DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8    RESIGNATIONS. An officer may resign at any time by
delivering notice to the Board or Member as applicable. Any such resignation
shall be made in writing and shall take effect at the time it is delivered
unless the notice specifies a later effective date. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation. If a resignation is made effective at a later date
and the Corporation accepts such future effective date, the Board, subject to
Member approval, may fill the pending vacancy before the effective date provided
that the successor does not take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1    CONTRACTS. Subject to Member approval, the Board may
authorize any officer or officers, agent or agents, or employee or employees of
the Corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
Board or by these Bylaws, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit or to render it liable pecuniary for any purpose or any amount.

     Section 6.2    CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3    DEPOSITORIES. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in one or more such
banks, trust companies, or other depositories as the President may from time to
time designate, upon such terms and conditions as shall be fixed by the
President subject to Member approval. The President may from time to time
authorize the opening and keeping with any such depository as it may designate,
of general and special bank accounts and may make such special rules and
regulations with respect thereto, not inconsistent with the provisions of these
Bylaws, as it may deem necessary.

     Section 6.4    VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote, and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5    BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation, which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6    FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7    LOANS PROHIBITED. No loans shall be made by the Corporation
to its Directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8    REVOCABILITY OF AUTHORIZATIONS. No authorization,
assignment, referral or delegation of authority by the Board to any committee,
officer, agent or other official of the Corporation, or any other organization
which is associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral, or delegation in its sole discretion.

     Section 6.9    TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-1  TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or more of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted for such purposes, if:

          (a)  The fact of such relationship or interest is disclosed or known
     to the Board or the committee that authorizes, approves, or ratifies the
     contract or transaction by a vote or consent sufficient for the purpose
     without counting the votes or consents of such interested Director(s) or
     officer(s); or

          (b)  The contract or transaction is fair and reasonable as to the
     Corporation at the time it is authorized by the Board or a committee
     thereof.

          Section 6.9-2  QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1    AMENDMENTS. Unless otherwise required by law, the Bylaws may
be altered, amended, or repealed, and new Bylaws adopted, by the Member subject
to the approval of a majority of the Board of Directors then in office.

     Adopted as of the 31st day of October, 2000.



                             SECRETARY'S CERTIFICATE

     THIS IS TO CERTIFY that the foregoing Bylaws of SIMPSON PATHOLOGY5.0l(A)
CORPORATION have been duly adopted by resolution of the Board and the Member as
of the 31st day of October, 2000.

     IN WITNESS WHEREOF, the undersigned, constituting the Secretary of the
Corporation, has signed this certificate as of the 31st day of October 2000.

                                          /s/ Robert P. Wynn
                                          --------------------------------------
                                          Robert P. Wynn, M.D., Secretary

EX-3.133

                                                                   EXHIBIT 3.133

                                                                     FILED

                                                                  MAR 27 2000

                                                                 Utah Div. of
                                                              Corp. & Comm. Code

                            ARTICLES OF INCORPORATION
                                       OF
                                  STRIGEN, INC.

     The undersigned named natural person of the age of eighteen or more, acting
as incorporator of a corporation under the Utah Revised Business Corporation
Act, adopts the following articles of incorporation for such corporation:

                                                                             SRG

                                ARTICLE I - NAME

     The name of the corporation is STRIGEN, INC.

                              ARTICLE II - PURPOSE

     The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the Utah
Revised Business Corporation Act.

                         ARTICLE III - AUTHORIZED SHARES

     The corporation is authorized to issue 10,000,000 shares of stock (Par
value $1/share), one class, with unlimited voting rights, entitled to receive
the net assets of the corporation upon dissolution.

                ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT

     The address of the initial registered office of the corporation is 10011
South Centennial Parkway, Suite 300, Sandy, Utah 84070. The name of the
corporation's initial registered agent at such address is Douglas G. Willmore.

                            ARTICLE V - INCORPORATOR

     The name and address of the incorporator is Don Larsen, 638 Scenic Drive,
Spanish Fork, Utah 84660.

                         ARTICLE IV - INITIAL DIRECTORS

     The names and addresses of the Initial Directors are as follows:

     David R. Bolick, M.D.
     989 Floret Ln., #33H
     Midvale, UT 84047

     Douglas G. Willmore
     1816 East Michigan Ave.
     Salt Lake City, UT 84108

     Don Larsen
     638 Scenic Dr.
     Spanish Fork, UT 84660



     IN WITNESS WHEREOF, the undersigned, being the incorporator of the
corporation, executes these Articles of Incorporation and certifies to the truth
of the facts herein stated, this 27 day of March, 2000.

                                          /s/ Don Larsen
                                          --------------------------------------
                                          Don Larsen, Incorporator

     The undersigned accepts appointment as the Initial registered agent of the
corporation.

                                          /s/ Douglas G. Willmore
                                          --------------------------------------
                                          Douglas G. Willmore, Registered Agent



                              ARTICLES OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF           C04737743
                                  STRIGEN, INC.

     Pursuant to the provisions of Section 16-10a-l005, of the Utah Revised
Business Corporation Act, Strigen, Inc., a Utah corporation, hereinafter
referred to as the "Corporation," hereby adopts the following Articles of
Amendment to its Articles of Incorporation:

FIRST: Article III of the Articles of Incorporation shall be amended to read as
follows:

                                   ARTICLE III

     The Corporation shall have the authority to issue a total of 55,000,000
shares of stock consisting of 50,000,000 shares designated as Common Stock, no
par value per share (hereinafter referred to as "Common Stock"), and 5,000,000
shares designated as preferred stock, no par value per share (hereinafter
referred to as "Preferred Stock").

     Shares of Preferred Stock may be issued from time to time in one or more
series as may from time to time be determined by the board of directors without
any approval required of the shareholders of the Corporation. Furthermore, the
authority to fix and determine the powers, qualifications, limitations,
restrictions, designation, rights, preferences, or other variations of each
class or series within each class which the Corporation is authorized to issue.
The above described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees fit.

SECOND: By executing these Articles of Amendment to the Articles of
Incorporation, the directors of the Corporation do hereby certify that on April
1, 2000, the foregoing amendment to the Articles of Incorporation of Strigen,
Inc., was authorized and approved pursuant to Section 16-10a-1005, of the Utah
Revised Business Corporation Act by the unanimous vote of the directors. No
shares were issued and outstanding shares or entitled to vote on the foregoing
amendment to the Articles of Incorporation.

DATED this 1st day of April 2000

/s/ David R. Bolick
- ------------------------------------------
David R. Bolick, Director

/s/ Douglas G. Willmore
- ------------------------------------------               [SEAL]
Douglas G. Willmore, Director

/s/ Don Larsen
- ------------------------------------------
Don Larsen, Director

EX-3.134

                                                                   EXHIBIT 3.134

                             BYLAWS OF STRIGEN, INC.

                                                                                                             
ARTICLE I. OFFICES..............................................................................................1

ARTICLE II. STOCKHOLDERS........................................................................................1
     Section 1. Annual Meeting.  ...............................................................................1
     Section 2. Special Meetings.  .............................................................................1
     Section 3. Place of Meeting.  .............................................................................1
     Section 4. Notice of Meeting.  ............................................................................1
     Section 5. Closing of Transfer Books or Fixing of Record Date.  ...........................................2
     Section 6. Voting Record.  ................................................................................2
     Section 7. Quorum.  .......................................................................................2
     Section 8. Proxies. .......................................................................................3
     Section 9. Voting of Shares.  .............................................................................3
     Section 10. Voting of Shares by Certain Holders.  .........................................................3
     Section 11. Information Action by Shareholders.  ..........................................................3
     Section 12. Cumulative Voting.  ...........................................................................4

ARTICLE III. BOARD OF DIRECTORS.................................................................................4
     Section 1. General Powers.  ...............................................................................4
     Section 2. Number, Tenure and Qualifications.  ............................................................4
     Section 3. Regular meetings.  .............................................................................4
     Section 4. Special Meetings.  .............................................................................4
     Section 5. Notice.  .......................................................................................4
     Section 6. Quorum.  .......................................................................................5
     Section 7. Manner of Acting.  .............................................................................5
     Section 8. Action Without a Meeting.  .....................................................................5
     Section 9. Vacancies.  ....................................................................................5
     Section 10. Compensation.  ................................................................................5
     Section 11. Presumption of Assent.  .......................................................................5

ARTICLE IV. OFFICERS............................................................................................5
     Section 1. Number.  .......................................................................................5
     Section 2. Election and Term of Office.  ..................................................................6
     Section 3. Removal.  ......................................................................................6
     Section 4. Vacancies.  ....................................................................................6
     Section 5. President.  ....................................................................................6
     Section 6. The Vice-Presidents.  ..........................................................................6
     Section 7. The Secretary.  ................................................................................6
     Section 8. The Treasurer.  ................................................................................7
     Section 9. Assistant Secretaries and Assistant Treasurers.  ...............................................7
     Section 10. Salaries.  ....................................................................................7



                                       -i-


                                                                                                            
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS................................................................7
     Section 1. Contracts.  ....................................................................................7
     Section 2. Loans.  ...................................... .................................................7
     Section 3. Checks, Drafts, etc.  ..........................................................................8
     Section 4. Deposits.  .....................................................................................8

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER..........................................................8
     Section 1. Certificates for Shares.  ......................................................................8
     Section 2. Transfer of Shares.  ...........................................................................8

ARTICLE VII. FISCAL YEAR........................................................................................8

ARTICLE VIII. DIVIDENDS.........................................................................................8

ARTICLE IX. CORPORATE SEAL......................................................................................9

ARTICLE X. WAIVER OF NOTICE.....................................................................................9

ARTICLE XI. AMENDMENTS..........................................................................................9

ARTICLE XII. EXECUTIVE COMMITTEE................................................................................9

     Section 1. Appointment.  ..................................................................................9
     Section 2. Authority. .....................................................................................9
     Section 3. Tenure and Qualifications.  ....................................................................9
     Section 4. Meetings.  ....................................................................................10
     Section 5. Quorum.  ......................................................................................10
     Section 6. Action Without a Meeting.  ....................................................................10
     Section 7. Vacancies.  ...................................................................................10
     Section 8. Resignations and Removal.  ....................................................................10
     Section 9. Procedure.  ...................................................................................10

ARTICLE XIII. EMERGENCY BYLAWS.................................................. ............................. 10



                                      -ii-


                          BYLAWS OF STRIGEN CORPORATION

                               ARTICLE I. OFFICES

     The principal office of the Corporation in the State of Utah shall be
located in the City of Sandy, County of Salt Lake. The Corporation may have such
other offices, either within or without the State of Utah, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.

     The registered office of the Corporation, required by the Utah Revised
Business Corporation Act to be maintained in the State of Utah may be, but need
not be, identical with the principal office in the State of Utah, and the
address of the registered office may be changed from time to time by the Board
of Directors.

                            ARTICLE II. STOCKHOLDERS

     SECTION 1.     ANNUAL MEETING. The annual meeting of the Stockholders shall
be held on the second Tuesday in the month of March in each year, beginning with
the year 2001, at the hour of 9:00 o'clock a.m., or such other time on such
other day within such month as shall be fixed by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Utah, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the Stockholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Stockholders as soon thereafter as conveniently may
be.

     SECTION 2.     SPECIAL MEETINGS. Special meetings of the Stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all
outstanding shares of the Corporation entitled to vote at the meeting.

     SECTION 3.     PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Utah, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all Stockholders entitled to vote at a meeting may
designate any place, either within or without the State of Utah, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Corporation in the State of Utah.

     SECTION 4.     NOTICE OF MEETING. Written notice stating the places, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten nor

                                    Page -1-


more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the Officer
or other persons calling the meeting, to each Stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the Stockholder at
his/her address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.

     SECTION 5.     CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining Stockholders entitled to notice of or to vote at any
meeting of Stockholders or any adjournment thereof, or Stockholders entitled to
receive payment of any dividend, or in order to make a determination of
Stockholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, seventy days. If the stock
transfer books shall be closed for the purpose of determining Stockholders
entitled to notice of or to vote at a meeting of Stockholders, such books shall
be closed for at least ten days immediately preceding such meeting. In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of Stockholders, such date in
any case to be not more than seventy days and, in case of a meeting of
Stockholders, not less than ten days prior to the date on which the particular
action, requiring such determination of Stockholders, is to be taken. If the
stock transfer books are not closed an no record date is fixed for the
determination of Stockholders entitled to notice of or to vote at a meeting of
Stockholders, or Stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of Stockholders.
When a determination of Stockholders entitled to vote at any meeting of
Stockholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.

     SECTION 6.     VOTING RECORD. The Officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete record
of the Stockholders entitled to vote at each meeting of Stockholders or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such record shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
Stockholder during the whole time of the meeting for the purposes thereof.

     SECTION 7.     QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Stockholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The Stockholders present at a duly organized meeting may

                                    Page -2-


continue to transact business until adjournment, notwithstanding the withdrawal
of enough Stockholders to leave less than a quorum.

     SECTION 8.     PROXIES. At all meetings of Stockholders, a Stockholder may
vote in person or by proxy executed in writing by the Stockholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     SECTION 9.     VOTING OF SHARES. Subject to the provisions of Section 12 of
this Article II, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of Stockholders.

     SECTION 10.    VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another Corporation may be voted by such officer, agent or proxy as the
Bylaws of such Corporation may prescribe, or, in the absence of such provisions,
as the Board of Directors of such other Corporation may determine.

     Shares held by as administrator, executor, guardian or conservator may be
voted by him/her, either in person or by proxy, without a transfer of such
shares into his/her name. Shares standing in the name of a trustee may be voted
by him/her, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him/her without a transfer of such shares into his/her name.

     Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without transfer into his/her name if authority to do so is contained
in an appropriate order of the court by which such receiver was appointed.

     A Stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither treasury shares of its own stock held by the Corporation, nor
shares held by another Corporation if a majority of the shares entitled to vote
for the election of Directors of such other Corporation are held by the
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.

     SECTION 11.    INFORMATION ACTION BY SHAREHOLDERS Any action required or
permitted to be taken at a meeting of the Stockholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Stockholders of entitled to vote with respect to the
subject matter thereof.

                                    Page -3-


     SECTION 12.    CUMULATIVE VOTING. At each election for Directors every
Stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him/her for as many persons as
there are Directors to be elected and for whose election he/she has a right to
vote, or to cumulate his/her votes by giving one candidate as many votes as the
number of such Directors multiplied by the number of his/her shares shall equal,
or by distributing such votes on the same principle among any number of such
candidates.

                         ARTICLE III. BOARD OF DIRECTORS

     SECTION 1.     GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors.

     SECTION 2.     NUMBER, TENURE AND QUALIFICATIONS. The number of Directors
of the Corporation shall be not less than three nor more than five. Each
Director shall hold office until the next annual meeting of Stockholders and
until his/her successor shall have been elected and qualified. Directors need
not be residents of the State of Utah or Stockholders of the Corporation.

     SECTION 3.     REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of Stockholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Utah, for the holding of additional regular meetings
without other notice than such resolution.

     SECTION 4.     SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Utah, as the place for
holding any special meeting of the Board of Directors called by them.

     SECTION 5.     NOTICE. Notice of any special meeting shall be given at
least two days previously thereto by written notice delivered personally or
mailed to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any Director may waive notice of any meeting. The attendance
of a Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

                                    Page -4-


     SECTION 6.     QUORUM. A majority of the number of Directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to tine without further notice.

     SECTION 7.     MANNER OF ACTING. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

     SECTION 8.     ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors.

     SECTION 9.     VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an increase in the number of
Directors may be filled by election by the Board of Directors for a term of
office continuing only until the next election of Directors by the Stockholders.

     SECTION 10.    COMPENSATION. By resolution of the Board of Directors, each
Director may be paid his/her expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

     SECTION 11.    PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his/her dissent shall be entered in the minutes of the meeting or unless he/she
shall file his/her written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.

                              ARTICLE IV. OFFICERS

     SECTION 1.     NUMBER. The Officers of the Corporation shall be a
President, one or more Vice-Presidents (the number thereof to be determined by
the Board of Directors), a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other Officers and assistant Officers as
may be deemed necessary may be elected or appointed by the Board of Directors.
Any two or more Offices may be held by the same person, except the Offices of
President and Secretary.

                                    Page -5-


     SECTION 2.     ELECTION AND TERM OF OFFICE. The Officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the Stockholders. If the election of Officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each Officer shall held office until his/her successor
shall have been duly elected and shall have been qualified or until his/her
death or until he/she shall resign or shall have been removed in the manner
hereinafter provided.

     SECTION 3.     REMOVAL. Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an Officer
or agent shall not of itself create contract rights.

     SECTION 4.     VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     SECTION 5.     PRESIDENT. The President shall be the Principal Executive
Officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He/She shall, when present, preside at all meetings
of the Stockholders and of the Board of Directors. He/She may sign, with the
secretary or any other proper Officer of the Corporation authorized by the Board
of Directors, certificates for shares of the Corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other Officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.

     SECTION 6.     THE VICE-PRESIDENTS. In the absence of the President or in
the event of his/her death, inability or refusal to act, the Vice-President (or
in the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary or an Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

     SECTION 7.     THE SECRETARY. The Secretary shall: (a) keep the minutes of
the proceedings of the Stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records

                                    Page -6-


and of the seal of the Corporation as see that the seal of the Corporation is
affixed to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each Stockholder which shall be furnished to the Secretary by such
Stockholder; (e) sign with the President, or a Vice-President, certificates for
shares of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him/her by the President or by the Board of Directors.

     SECTION 8.     THE TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions in Article V of these Bylaws; and (c)
in general perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his/her duties in such sum and
with such surety or sureties as the Board of Directors shall determine.

     SECTION 9.     ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice-President certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directions. The Assistant Treasurer shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurer, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

     SECTION 10.    SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors and no Officer shall be prevented from
receiving such salary be reason of the fact that he/she is also a Director of
the Corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1.     CONTRACTS. The Board of Directors may authorize any Officer
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

     SECTION 2.     LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.

                                    Page -7-


     SECTION 3.     CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such Officer or Officers, agent of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

     SECTION 4.     DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.     CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a
Vice-President and by the Secretary or an Assistant Secretary and sealed with
the corporate seal or a facsimile thereof. The signatures of such Officers upon
a certificate may be facsimile if the certificate is manually signed on behalf
of a transfer agent or a registrar, other than the Corporation itself or one of
its employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

     SECTION 2.     TRANSFER OF SHARES. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by its legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney authorized by a power
of attorney duly executed and filed with the secretary of the Corporation, and
on surrender for cancellation of the certificate of such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

                            ARTICLE VII. FISCAL YEAR

     The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each year.

                             ARTICLE VIII. DIVIDENDS

     The Board of Directors may, from time to time, declare and the Corporation
may pay dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.

                                    Page -8-


                           ARTICLE IX. CORPORATE SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal."

                           ARTICLE X. WAIVER OF NOTICE

     Whenever any notice is required to be given to any Stockholder or Director
of the Corporation under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Utah Revised
Business Corporation Act, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                             ARTICLE XI. AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the Stockholders at any regular or
special meeting.

                         ARTICLE XII. EXECUTIVE COMMITEE

     SECTION 1.     APPOINTMENT. The Board of Directors by resolution adopted by
a majority of the full Board, may designate two or more of its members to
constitute an executive committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.

     SECTION 2.     AUTHORITY. The executive committee, when the Board of
Directors is not in session shall have and may exercise all of the authority of
the Board of Directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that the executive committee shall not have the authority of the Board of
Directors in reference to amending the Articles of Incorporation, adopting a
plan of merger or consolidation, recommending to the Stockholders the sale,
lease or other disposition of all or substantially all the property and assets
of the Corporation otherwise than in the usual and regular course of its
business, recommending to the Stockholders a voluntary dissolution of the
Corporation or a revocation thereof, or amending the Bylaws of the Corporation.

     SECTION 3.     TENURE AND QUALIFICATIONS. Each member of the executive
committee shall hold office until the next regular annual meeting of the Board
of Directors following his designation and until his/her successor is designated
as a member of the executive committee and is elected and qualified.

                                    Page -9-


     SECTION 4.     MEETINGS. Regular meetings of the executive committee may be
held without notice at such times and places as the executive committee may fix
from time to time by resolution. Special meetings of the executive committee may
be called by any member thereof upon not less than a one day notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the executive committee at his business address. Any
member of the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.

     SECTION 5.     QUORUM. A majority of the members of the executive committee
shall constitute a quorum for the transaction of business at any meeting
thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.

     SECTION 6.     ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the. executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.

     SECTION 7.     VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full Board of Directors.

     SECTION 8.     RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full Board of Directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the President or Secretary of the Corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

     SECTION 9.     PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

                         ARTICLE XIII. EMERGENCY BYLAWS

     The Emergency Bylaws provided in this Article XIII shall be operative
during any emergency in the conduct of the business of the Corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding Articles of the Bylaws
or in the Articles of Incorporation of the Corporation or in the Utah Revised
Business Corporation Act. To the extent not inconsistent with the provisions of
this Article, the Bylaws provided in the preceding Articles shall remain in

                                    Page -10-


effect during such emergency and upon its termination the Emergency Bylaws shall
cease to be operative.

     During any such emergency:

          (a)  A meeting of the Board of Directors may be called by any Officer
     or Director of the Corporation. Notice of the time and place of the meeting
     shall be given by the person calling the meeting to such Directors as it
     may be feasible to reach by any available means of communication. Such
     notice shall be given at such time in advance of the meeting as
     circumstances permit in the judgment of the person calling the meeting.

          (b)  At any such meeting of the Board of Directors, a quorum shall
     consist of two or more directors.

          (c)  The Board of Directors, either before or during any such
     emergency, may provide, and from time to time modify, lines of succession
     in the event that during such an emergency any or all Officers or agents of
     the Corporation shall for any reason be rendered incapable of discharging
     their duties.

          (d)  The Board of Directors, either before or during any such
     emergency, may, effective, in the emergency, change the head office or
     designate several alternative head offices or regional offices, or
     authorize the Officers so to do.

     No Officer, Director or employee acting in accordance with these Emergency
Bylaws shall be liable except for willful misconduct.

     These Emergency Bylaws shall be subject to repeal or change by further
action of the Board of Directors or by action of the Stockholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment of these Emergency Bylaws may make any further or different provision
that may be practical and necessary for the circumstances of the emergency.

     Adopted by vote of the board of directors March _____, 2000.

                                              ----------------------------------
                                              Secretary

                                    Page -11-

EX-3.135

                                                                   EXHIBIT 3.135

                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:30 PM 07/20/1998
                                                          981281456 - 2922139

                          CERTIFICATE OF INCORPORATION

                                       OF

                              TID ACQUISITION CORP.

                           - A Delaware Corporation -

     FIRST: NAME. The name of the corporation is TID Acquisition Corp.
(hereinafter referred to as the "Corporation").

     SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD: PURPOSE. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware. The Corporation shall possess and may exercise all
the powers and privileges granted by the General Corporation Law of the State of
Delaware or by any other law or this Certificate of Incorporation, together with
any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation set forth in the preceding sentence hereof.

     FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, par
value $0.01 per share.

     FIFTH: INCORPORATOR. The name and mailing address of the sole incorporator
of the Corporation are Sandra J. Mitchell, c/o Richards & O'Neil, LLP, 885 Third
Avenue, New York, New York 10022-4873.

     SIXTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:

          (1) The election of directors may be conducted in any manner provided
     in the By-laws of the Corporation, and need not be by written ballot.

          (2) The Board of Directors shall have the power to make, adopt, alter,
     amend or repeal the By-laws of the Corporation.



     SEVENTH: REORGANIZATION. Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of ss.291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of ss.279 of Title 8 of the Delaware Code order
a meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agrees to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
Stockholders, of the Corporation, as the case may be, and also on the
Corporation.

     EIGHTH: LIABILITY OF DIRECTORS. No director of the Corporation shall be
liable to the Corporation or its stockholders for monetary damages for breach of
his fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after the date hereof to authorize corporate action
further eliminating or limiting the liability of directors, then the liability
of each director of the Corporation shall automatically be eliminated or limited
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended. Any repeal or modification of the provisions of this
Article EIGHTH shall not adversely affect any right or protection of a director
of the Corporation existing pursuant to this Article EIGHTH at the tune of such
repeal or modification.

     THE UNDERSIGNED, being the sole incorporator of the Corporation, for the
purpose of forming a corporation under the laws of the State of Delaware, does
hereby sign this Certificate of Incorporation this 20th day of July, 1998.


                                              INCORPORATOR


                                                /s/ Sandra J. Mitchell
                                              ----------------------------------
                                              Sandra J. Mitchell

EX-3.136

                                                                   EXHIBIT 3.136

                              TID ACQUISITION CORP.
                          -- A DELAWARE CORPORATION --

                                     BY-LAWS


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1.1. ANNUAL MEETINGS. The annual meeting of the stockholders for
the election of directors and for the transaction of such other business as may
properly come before such meeting shall be held each year on such date and at
such time and place, within or without the State of Delaware, as may be
designated by the Board of Directors.

     Section 1.2. SPECIAL MEETINGS. Special meetings of the stockholders may be
called by the Board of Directors, the Chairman of the Board, if any, the Vice
Chairman, if any, the President, any Vice President, or the holders of at least
10% of the shares of the Corporation then issued and outstanding and entitled to
vote at such meeting. Any such meeting shall be held on such date and at such
time and place, within or without the State of Delaware, as may be designated by
the person or persons calling such meeting.

     SECTION 1.3. NOTICE OF MEETINGS; WAIVER OF NOTICE.

     (a) NOTICE OF MEETINGS. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given by
mail, facsimile, telegram, cable or personal delivery by or at the direction of
the Chairman of the Board, if any, the Vice Chairman, if any, the President or
the Secretary and shall state the place, date and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting. If mailed, such
notice shall be directed to each stockholder at his address as it appears on the
records of the Corporation.

     (b) WAIVER OF NOTICE. Whenever notice is required to be given to the
stockholders under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver signed by a stockholder entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a stockholder at a meeting shall constitute
a waiver of notice of such meeting, except when the stockholder attends such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be



specified in any written waiver of notice unless so required by the Certificate
of Incorporation of the Corporation.

     Section 1.4. QUORUM. The presence at any meeting, in person or by proxy, of
the holders of record of a majority of the shares then issued and outstanding
and entitled to vote shall be necessary and sufficient to constitute a quorum
for the transaction of business, except as otherwise provided by law or the
Certificate of Incorporation of the Corporation.

     Section 1.5. ADJOURNMENTS. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in person or by proxy at
a meeting, or, if no stockholder entitled to vote is present in person or by
proxy, any officer entitled to act as chairman or secretary of such meeting, may
adjourn the meeting to another time or place.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 1.6. ORGANIZATION. The Chairman of the Board, or, if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President or any Vice President, or, in the absence of all of them, a chairman
appointed by the stockholders, shall act as chairman of all meetings of
stockholders. The Secretary or, in his absence or disability, any Assistant
Secretary, or, in the absence of both of them, a Secretary appointed by the
chairman of the meeting, shall act as secretary at all meetings of stockholders.

     Section 1.7. VOTING. Unless otherwise provided in the Certificate of
Incorporation of the Corporation or required by law, each stockholder shall be
entitled to one vote for each share of capital stock held by such stockholder
which is registered in his name on the record date for the meeting. Unless
otherwise provided in the Certificate of Incorporation, directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Except as otherwise provided by law, in all other matters the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders. Voting, including voting for the election of directors,
need not be by written ballot.

     Section 1.8. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate actions in writing
may authorize another person or persons to act for him by proxy, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period, A duly executed proxy shall be

                                       -2-


irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.

          Section 1.9. STOCKHOLDER LIST. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address and number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the entire time
thereof, and may be inspected by any stockholder who is present.

     Section 1.10. INSPECTORS OF ELECTION. In advance of any stockholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting and make a written report thereof. The Board of Directors may designate
one or more persons as alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability.

     Section 1.11. FIXING THE RECORD DATE. So that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix in advance a record date, which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board, and (i) in the case of a meeting, shall not be more than 60 nor less than
10 days before the date of such meeting, or (ii) in the case of a written
consent, shall not exceed by more than 10 days the date upon which the
resolution fixing the record date is adopted by the Board, or (iii) in the case
of any other action, shall not be more than 60 days prior to such action. Only
those stockholders of record on the date so fixed shall be entitled to any of
the foregoing rights, notwithstanding the transfer of any stock on the books of
the Corporation after any such record date fixed by the Board of Directors.

     Section 1.12. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Unless otherwise
provided in the Certificate of Incorporation, any action required by law or
these By-laws to be taken at any annual or special meeting of stockholders of
the Corporation may be taken without a meeting, without prior notice and without
a vote if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting

                                       -3-


at which all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation as required by law. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not so consented in writing.

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1. NUMBER. The Board of Directors shall consist of one or more
directors, as fixed from time to time by resolution of either the Board of
Directors or the stockholders in accordance with applicable law (each being
subject to any subsequent resolutions of either of them). The initial Board of
Directors shall be designated in the incorporator's statement of organization
and shall serve until the first annual meeting of stockholders and until their
successors shall be elected and qualified or until their earlier resignation or
removal.

     Section 2.2. ELECTION AND TERM OF OFFICE. Directors shall be elected at the
annual meeting of the stockholders, except as provided in Sections 2.3 or 2.11
of these By-laws. Each director (whether elected at an annual meeting or to fill
a vacancy or otherwise) shall hold office until his successor shall have been
duly elected and qualified or until his earlier death, resignation or removal in
the manner hereinafter provided.

     Section 2.3. VACANCIES AND ADDITIONAL DIRECTORSHIPS. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors elected by all of the stockholders having the right to vote as a
single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, when one or
more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to be
effective upon the effectiveness of such resignation or resignations.

     Section 2.4. MEETINGS.

     (a) REGULAR MEETINGS. The Board of Directors may by resolution provide for
the holding of regular meetings for the organization of the Corporation, for the
election of officers and for the transaction of such other business as may
properly come before the meeting, and may fix the times and places at which such
meetings shall be held. Notice of regular meetings shall not be required to be
given, provided that whenever the time or place of regular meetings shall be
fixed or changed, notice of such action shall be given promptly by mail,
facsimile, telegram, radio, cable, telephone or personal delivery to each
director who shall not have been present at the meeting at which such action was
taken, addressed, sent, delivered or communicated to him at his residence or
usual place of business.

                                       -4-


     (b) SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the direction of the Chairman of the Board, if any, the Vice
Chairman, if any, the President or a majority of the directors then in office,
except that when the Board of Directors consists of one director, then such
director may call a special meeting. Except as otherwise required by law, notice
of each special meeting shall be mailed to each director, addressed to him at
his residence or usual place of business, at least five days before the day on
which such meeting is to be held, or shall be sent to him at such place by
facsimile, telegram, radio or cable, or telephoned or delivered to him
personally, not later than 24 hours before the day on which such meeting is to
be held. Such notice shall state the time and place of such meeting, but need
not state the purpose thereof, unless otherwise required by law, the Certificate
of Incorporation of the Corporation or these By-laws.

     (c) WAIVER OF NOTICE. Whenever notice is required to be given to the
directors under any provision of law, the Certificate of Incorporation of the
Corporation or these By-laws, a written waiver, signed by the director entitled
to notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except when a director attends a meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors need be specified in any written waiver of
notice unless so required by the Certificate of Incorporation of the
Corporation.

     (d) PARTICIPATION BY CONFERENCE CALL. Members of the Board of Directors may
participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.

     Section 2.5. QUORUM; VOTING. Unless the Certificate of Incorporation of the
Corporation provides otherwise, at each meeting of the Board of Directors a
majority of the total number of members of the Board of Directors shall
constitute a quorum for the transaction of business, except that when the Board
consists of only one director, then one director shall constitute a quorum.
Unless otherwise required by the Certificate of Incorporation of the Corporation
or these By-laws, a vote of the majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board.

     Section 2.6. ADJOURNMENTS. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another time and place.
Notice of any adjournment of a meeting of the Board of Directors to another time
or place shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at such meeting, to
the directors who were present.

     Section 2.7. ORGANIZATION. The Chairman of the Board, or if there is no
Chairman or in his absence or disability, the Vice Chairman, if any, the
President, or any Vice President, or

                                       -5-


in the absence of all of them, a chairman appointed by the directors present at
such meeting, shall act as chairman at meetings of directors. The Secretary, or
in his absence or disability, any Assistant Secretary, or in the absence of all
of them, a secretary appointed by the chairman of the meeting, shall act as
secretary at all meetings of the Board of Directors.

     Section 2.8. ACTION OF BOARD WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing and
such writing or writings are filed with the minutes of proceedings of the Board.

     Section 2.9. MANNER OF ACTING. A member of the Board of Directors shall, in
the performance of his duties, be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board, or by any other person as to matters the
director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation.

     Section 2.10. RESIGNATION OF DIRECTORS. Any director may resign at any time
upon giving written notice of such resignation to the Board of Directors, the
Chairman of the Board, if any, the Vice Chairman, if any, the President, any
Vice President or the Secretary. Unless otherwise specified in such notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
any such officer, and acceptance of such resignation shall not be necessary to
make it effective.

     Section 2.11. REMOVAL OF DIRECTORS. At any meeting of the stockholders duly
called as provided in these By-laws, any director or directors may be removed
from office, either with or without cause, as provided by law. At such meeting,
a successor or successors may be elected by a plurality of the votes cast, or if
any such vacancy is not so filled, it may be filled by the directors as provided
in Section 2.3 of these By-laws.

     Section 2.12. COMPENSATION OF DIRECTORS. Directors may receive such
reasonable compensation for their services as directors, whether in the form of
salary or a fixed fee for attendance at meetings, with expenses, if any, as the
Board of Directors may from time to time determine. Nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.

                                       -6-


                                   ARTICLE III

                             COMMITTEES OF THE BOARD

     Section 3.1. DESIGNATION AND POWERS. The Board of Directors may, by a
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. Any such committee, to the extent provided in such resolution
and permitted by law, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; PROVIDED, HOWEVER, that no such committee shall
have the power or authority to (i) amend the Certificate of Incorporation of the
Corporation, except as permitted by law, (ii) adopt an agreement of merger or
consolidation, (iii) recommend to the stockholders the sale, lease or exchange
of all or substantially all of the Corporation's property or assets, (iv)
recommend to the stockholders a dissolution of the Corporation, or a revocation
of a dissolution, or (v) amend the By-laws of the Corporation. Any such
committee, to the extent provided in such resolution, shall have the power and
authority to (i) declare a dividend, (ii) authorize the issuance of stock, or
(iii) adopt a certificate of ownership and merger as permitted by law.

     Section 3.2. TERM OF OFFICE. The term of office of the members of each
committee shall be as fixed from time to time by the Board of Directors, subject
to these By-laws; PROVIDED, HOWEVER, that any committee member who ceases to be
a member of the Board of Directors shall JPSO FACTO cease to be a member of any
committee thereof.

     Section 3.3. ALTERNATE MEMBERS AND VACANCIES. The Board of Directors may
designate one or more directors as alternate members of any committee who, in
the order specified by the Board of Directors, may replace any absent or
disqualified member at any meeting of the committee. If at a meeting of any
committee one or more of the members thereof should be absent or disqualified,
and if either the Board of Directors has not so designated any alternate member
or members or the number of absent or disqualified members exceeds the number of
alternate members who are present at such meeting, then the member or members of
such committee (including alternates) present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member. If any vacancy shall occur in any committee
by reason of death, resignation, disqualification, removal or otherwise, the
remaining member or members of such committee, so long as a quorum is present,
may continue to act until such vacancy is filled by the Board of Directors.

     Section 3.4. MEETINGS. Each committee shall fix its own rules of procedure,
and shall meet where and as and upon such notice as provided by such rules or by
resolution of the Board of Directors. Each committee shall keep regular minutes
of its proceedings and all actions by each committee shall be reported to the
Board of Directors at its next regular meeting succeeding any such action.
Members of any committee designated by the Board may participate in a meeting of
the committee by means of conference telephone or similar communications

                                       -7-


equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at the
meeting.

     Section 3.5. QUORUM; VOTING. At each meeting of any committee the presence
of a majority of the total number of its members then in office shall constitute
a quorum for the transaction of business; except that when a committee consists
of one member, then one member shall constitute a quorum. A vote of the majority
of committee members present at any meeting of a committee at which a quorum is
present shall be the act of such committee.

     Section 3.6. ADJOURNMENTS. A majority of the members of a committee
present, whether or not a quorum is present, may adjourn any meeting of such
committee to another place and time.

     Section 3.7. ACTION OF COMMITTEE WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of any committee designated by the Board of
Directors may be taken without a meeting if all members of such committee
consent thereto in writing and such writing or writings are filed with the
minutes of the proceedings of such committee.

     Section 3.8. MANNER OF ACTING. A member of any committee designated by the
Board of Directors shall, in the performance of his duties, be fully protected
in relying in good faith upon the records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by any
of the Corporation's officers or employees, or other committees of the Board of
Directors, or by any other person as to matters the member reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Corporation.

     Section 3.9. RESIGNATION OF COMMITTEE MEMBERS. Any member of a committee
may resign at any time by giving written notice of such resignation to the Board
of Directors, the Chairman of the Board, if any, the Vice Chairman, if any, the
President, any Vice President or the Secretary. Unless otherwise specified in
such notice, such resignation shall take effect upon receipt thereof by the
Board of Directors or any such officer, and acceptance of such resignation shall
not be necessary to make it effective.

     Section 3.10. REMOVAL OF COMMITTEE MEMBERS. Any member of any committee may
be removed with or without cause at any time by the Board of Directors.

     Section 3.11. COMPENSATION OF COMMITTEE MEMBERS. Committee members may
receive such reasonable compensation for their services as committee members,
whether in the form of salary or a fixed fee for attendance at meetings, with
expenses, if any, as the Board of Directors may from time to time determine.
Nothing contained herein shall be construed to preclude any committee member
from serving the Corporation in any other capacity and receiving compensation
therefor.

                                       -8-


                                   ARTICLE IV

                                    OFFICERS

     Section 4.1. OFFICERS. The officers of the Corporation shall be a Chairman
of the Board (if elected by the Board of Directors), a Vice Chairman of the
Board (if elected by the Board of Directors), a President, one or more Vice
Presidents (if elected by the Board of Directors), a Secretary, a Treasurer, and
such other officers as may be appointed in accordance with the provisions of
Section 4.3 of these By-laws.

     Section 4.2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. Each officer
(except such officers as may be appointed in accordance with the provisions of
Section 4.3 of these By-laws) shall be elected or appointed by a majority of the
Board of Directors present at any meeting at which such election is held. Unless
otherwise provided in the resolution of election, each officer (whether elected
at the first meeting of the Board of Directors after the annual meeting of
stockholders or to fill a vacancy or otherwise) shall hold his office until the
first meeting of the Board of Directors after the next annual meeting of
stockholders and until his successor shall have been elected and qualified, or
until his earlier death, resignation or removal.

     Section 4.3. SUBORDINATE OFFICERS AND AGENTS. The Board of Directors may
from time to time appoint other officers or agents (including, without
limitation, one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers), to hold office for such
periods, have such authority and perform such duties as are provided in these
By-laws or as may be provided in the resolutions appointing them. The Board of
Directors may delegate to any officer or agent the power to appoint any such
subordinate officers or agents and to prescribe their respective terms of
office, authority and duties.

     Section 4.4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
elected by the Board of Directors and shall be the chief executive officer. He
shall preside at all meetings of the Board of Directors and stockholders and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. Subject to the direction of the Board of Directors, he shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its officers and agents. He may sign (which signature
may be a facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. From time to time the Chairman shall report to the Board of
Directors all matters within his knowledge which the interests of the
Corporation may require to be brought to the attention of the directors. He
shall also have such other powers and perform such other duties as may from time
to time be prescribed by the Board of Directors or these By-laws.

                                       -9-


     Section 4.5. VICE CHAIRMAN. At the request of the Chairman of the Board, if
there is one, or in his absence or disability, the Vice Chairman, if there is
one, shall perform all the duties of the Chairman of the Board and, when so
acting, shall have all the powers of and be subject to all the restrictions on
the Chairman of the Board. The Vice Chairman may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. The Vice Chairman shall also have such other powers and
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board or these By-laws.

     Section 4.6. THE PRESIDENT. If there is no Chairman of the Board or Vice
Chairman, or at the request of the Chairman of the Board or the Vice Chairman,
or, in the absence or disability of the Chairman of the Board and the Vice
Chairman, the President shall be the chief executive officer of the Corporation.
Subject to the authority and direction of the Chairman of the Board and the Vice
Chairman, if any, and the Board of Directors, the President shall have all the
powers of and be subject to all the restrictions on the Chairman of the Board,
and shall have charge of the day to day supervision of the business, affairs and
property of the Corporation. The President may sign (which signature may be a
facsimile signature), with any other officer thereunto duly authorized,
certificates representing stock of the Corporation, the issuance of which shall
have been duly authorized, and may sign (which signature may be a facsimile
signature) and execute, in the name and on behalf of the Corporation, deeds,
mortgages, bonds, contracts, agreements and other instruments and documents duly
authorized by the Board of Directors, except where the signing and execution
thereof shall be expressly delegated by the Board of Directors to another
officer or agent. The President shall also have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman or these By-laws.

     Section 4.7. VICE PRESIDENTS. At the request of the President, or in his
absence or disability, the Vice President designated by the Board of Directors
shall perform all the duties of the President and, when so acting, shall have
all the powers of and be subject to all the restrictions on the President. Any
Vice President may also sign (which signature may be a facsimile signature),
with any other officer thereunto duly authorized, certificates representing
stock of the Corporation, the issuance of which shall have been duly authorized,
and may sign (which signature may be a facsimile signature) and execute, in the
name and on behalf of the Corporation, deeds, mortgages, bonds, contracts,
agreements and other instruments and documents duly authorized by the Board of
Directors, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to another officer or agent. Each Vice
President shall have such other powers and perform such other duties as may from
time to time be prescribed by the Board of Directors, the Chairman of the Board,
the Vice Chairman, the President or these By-laws.

                                      -10-


     Section 4.8. THE SECRETARY. The Secretary shall:

          (a) record all the proceedings of meetings of the stockholders, the
Board of Directors, and any committees thereof in a book or books to be kept for
that purpose;

          (b) cause all notices to be duly given in accordance with the
provisions of these By-laws and as required by law;

          (c) whenever any committee shall be appointed pursuant to a resolution
of the Board of Directors, furnish the chairman of such committee with a copy of
such resolution;

          (d) be custodian of the records and the seal of the Corporation, and
cause such seal to be affixed to (or a facsimile to be reproduced on) all
certificates representing stock of the Corporation prior to the issuance thereof
and all instruments the execution of which in the name and on behalf of the
Corporation and under its seal shall have been duly authorized;

          (e) see that the lists, books, reports, statements, certificates and
other documents and records required by law are properly kept and filed;

          (f) have charge of the stock and transfer books of the Corporation,
and exhibit such books at all reasonable times to such persons as are entitled
by law to have access thereto;

          (g) sign (which signature may be a facsimile signature), with any
other officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

          (h) in general, perform all duties incident to the office of Secretary
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these Bylaws.

     Section 4.9. ASSISTANT SECRETARIES. At the request of the Secretary, or in
his absence or disability, the Assistant Secretary designated by the Secretary,
the Board of Directors, the Chairman of the Board, the Vice Chairman, or the
President, shall perform all the duties of the Secretary, and, when so acting,
shall have all the powers of and be subject to all the restrictions on the
Secretary. Each Assistant Secretary shall have such other powers and perform
such other duties as may from time to time be prescribed by the Board of
Directors, the Chairman of the Board, the Vice Chairman, the President, the
Secretary or these By-laws.

                                      -11-


     Section 4.10. THE TREASURER. The Treasurer shall:

          (a) have charge of and supervision over and be responsible for the
funds, securities, receipts and disbursements of the Corporation;

          (b) cause the moneys and other valuable effects of the Corporation to
be deposited in the name and to the credit of the Corporation in such banks or
trust companies, or with such bankers or other depositaries, as shall be
selected in accordance with Section 6.3 of these By-laws, or to be otherwise
dealt with in such manner as the Board of Directors may direct from time to
time;

          (c) cause the funds of the Corporation to be disbursed by checks or
drafts upon the authorized depositaries of the Corporation, and cause to be
taken and preserved proper vouchers for all moneys disbursed;

          (d) render to the Board of Directors, the Chairman of the Board, if
any, the Vice Chairman, if any, and/or the President, whenever requested, a
statement of the financial condition of the Corporation and of all of his
transactions as Treasurer;

          (e) cause to be kept at the Corporation's principal office correct
books of account of all of the Corporation's business and transactions and such
duplicate books of account as he shall determine and, upon application, cause
such books or duplicates thereof to be exhibited to any director;

          (f) be empowered, from time to time, to require from the officers or
agents of the Corporation reports or statements giving such information as he
may desire or deem appropriate with respect to any or all financial transactions
of the Corporation;

          (g) sign (which signature may be a facsimile signature), with any
other officer thereunto duly authorized, certificates representing stock of the
Corporation, the issuance of which shall have been duly authorized, and sign
(which signature may be a facsimile signature) and execute, in the name and on
behalf of the Corporation, instruments and documents duly authorized by the
Board of Directors, except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to another officer or agent; and

          (h) in general, perform all duties incident to the office of Treasurer
and have such other powers and perform such other duties as may from time to
time be prescribed by the Board of Directors, the Chairman of the Board, the
Vice Chairman, the President or these By-laws.

     Section 4.11. ASSISTANT TREASURER. At the request of the Treasurer, or in
his absence or disability, the Assistant Treasurer designated by the Treasurer,
the Board of Directors, the Chairman of the Board, if any, the Vice Chairman, if
any, or the President shall perform all the duties of the Treasurer, and, when
so acting, shall have all the powers of and be subject to all

                                      -12-


the restrictions on the Treasurer. Each Assistant Treasurer shall have such
other powers and perform such other duties as may from time to time be
prescribed by the Board of Directors, the Chairman of the Board, the Vice
Chairman, the President, the Treasurer or these By-laws.

     Section 4.12. RESIGNATIONS. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, the Chairman of
the Board, the Vice Chairman, the President, any Vice President or the
Secretary. Unless otherwise specified in such written notice, such resignation
shall take effect upon receipt thereof by the Board of Directors or any such
officer, and the acceptance of such resignation shall not be necessary for it to
be effective.

     Section 4.13. REMOVAL. Any officer specifically designated in Section 4.1
of these Bylaws may be removed with or without cause at any meeting of the Board
of Directors by the affirmative vote of a majority of the directors then in
office. Any officer or agent appointed pursuant to the provisions of Section 4.3
of these By-laws may be removed with or without cause at any meeting of the
Board of Directors by the affirmative vote of a majority of the directors
present at such meeting or at any time by any superior officer or agent upon
whom such power of removal shall have been conferred by the Board of Directors.

     Section 4.14. VACANCIES. Any vacancy in any office (whether by reason of
death, resignation, removal, disqualification or otherwise) shall be filled for
the unexpired portion of the term in the manner prescribed by these By-laws for
regular ejections or appointments to such office.

     Section 4.15. COMPENSATION. The salaries of the officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person the power to fix the salaries or
other compensation of any officers or agents appointed pursuant to the
provisions of Section 4.3 of these By-laws. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

     Section 4.16. BONDING. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

                                    ARTICLE V

                                 INDEMNIFICATION

     The Corporation shall indemnify, in the manner and to the fullest extent
permitted by applicable law, any person (or the estate of any person) who was or
is a party to, or is threatened to be made a party to, any threatened, pending
or completed action, suit or proceeding, whether or not by or in the right of
the Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person is or was a director, officer,
employee, fiduciary or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, trustee, fiduciary, employee
or agent of another

                                      -13-


corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding. To the extent and in the manner provided by
applicable law, any such expenses may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding. Unless otherwise
permitted by applicable law, the indemnification provided for herein shall be
made only as authorized in the specific case upon a determination, made in the
manner provided by applicable law, that indemnification of such director,
officer, employee or agent is proper in the circumstances. The Corporation may,
to the fullest extent permitted by applicable law, purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability which may be
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law. The indemnification
and advancement of expenses provided for herein shall not be deemed to limit the
right of the Corporation to indemnify or make advances to any other person for
any expenses (including attorneys' fees), judgments, fines or other amounts to
the fullest extent permitted by applicable law, nor shall they be deemed
exclusive of any other rights to which any person seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                                   ARTICLE VI

             EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

     Section 6.1. EXECUTION OF INSTRUMENTS GENERALLY. Subject to the approval of
the Board of Directors, the Chairman of the Board, the Vice Chairman, the
President, any Vice President, the Secretary or the Treasurer may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any officer or officers or
agent or agents to enter into any contract or execute and deliver any instrument
in the name and on behalf of the Corporation, and such authorization may be
general or confined to specific instances.

     Section 6.2. BORROWING. No loans or advances shall be obtained or
contracted for by or on behalf of the Corporation, and no negotiable paper shall
be issued in the name of the Corporation, unless and except as authorized by the
Board of Directors. Such authorization may be general or confined to specific
instances. Any officer or agent of the Corporation thereunto so authorized may
obtain loans and advances for the Corporation, and in connection with such loans
and advances may make, execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation. Any officer or agent of the
Corporation so authorized may pledge, hypothecate or transfer as security for
the payment of any and all loans, advances, indebtedness and liabilities of the
Corporation any and all stocks, bonds, other securities and

                                      -14-


other personal property at any time held by the Corporation, and to that end may
endorse, assign and deliver the same and do every act and thing necessary or
proper in connection therewith.

     Section 6.3. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from tune to time to its credit in such banks or trust
companies or with such bankers or other depositaries as the Board of Directors
may select, or as may be selected by any officer or officers or agent or agents
authorized to do so by the Board of Directors. Endorsements for deposit to the
credit of the Corporation in any of its duly authorized depositaries shall be
made in such manner as the Board of Directors may from time to time determine.

     Section 6.4. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, and all notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers or
agent or agents of the Corporation, and in such manner, as from time to time
shall be determined by the Board of Directors.

     Section 6.5. PROXIES. Proxies to vote with respect to shares of stock of
other corporations owned by or standing in the name of the Corporation may be
executed and delivered from time to time on behalf of the Corporation by the
Chairman of the Board, the Vice Chairman, the President, or any Vice President,
or by any other person or persons thereunto authorized by the Board of
Directors.

                                   ARTICLE VII

                                      STOCK

     Section 7.1. FORM AND EXECUTION OF CERTIFICATES. The shares of capital
stock of the Corporation shall be represented by certificates in the form
approved by the Board of Directors from time to time. The certificates shall be
signed by, or in the name of the Corporation by, the Chairman of the Board, the
Vice Chairman, the President or any Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Any or all of
the signatures on the certificates may be facsimile signatures. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     Section 7.2. REGULATIONS. The Board of Directors may make such rules and
regulations consistent with any governing statute as it may deem expedient
concerning the issue, transfer and registration of certificates of stock and
concerning certificates of stock issued, transferred or registered in lieu or
replacement of any lost, stolen, destroyed or mutilated certificates of stock.

                                      -15-


     Section 7.3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars of
transfers for any or all classes of the capital stock of the Corporation, and
may require stock certificates of any or all classes to bear the signature of
either or both.

                                  ARTICLE VIII

                                 CORPORATE SEAL

     The corporate seal shall be circular in form, shall bear the name of the
Corporation and words and figures denoting its organization under the laws of
the State of Delaware and the year thereof, and otherwise shall be in such form
as shall be approved from time to time by the Board of Directors.

                                   ARTICLE IX

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on the last day of December in
each year or such other day as the Board of Directors may determine by
resolution.

                                    ARTICLE X

                                   AMENDMENTS

     These By-laws may be altered, amended or repealed, or new By-laws may be
adopted, by the Board of Directors at any regular or special meeting by the
affirmative vote of the Board. By-laws adopted by the Board of Directors may be
altered, amended or repealed by the stockholders of the Corporation.

                                      -16-

EX-3.137

                                                                   EXHIBIT 3.137

                                                              FILED
                                                        In the Office of the
                                                     Secretary of State of Texas

                                                           AUG 07 2001

                                                       Corporations Section

                            ARTICLES OF INCORPORATION
                                       OF
                            TXAR 5.01(A) CORPORATION

     I, the undersigned natural person of eighteen (18) years or more, acting as
incorporator of a corporation under the Texas Non-Profit Corporation Act (the
"Act"), do hereby adopt the following Articles of Incorporation for TXAR 5.01(A)
Corporation.

                                   ARTICLE ONE

     The name of the corporation is TXAR 5.01(A) Corporation.

                                   ARTICLE TWO

     The corporation is a non-profit corporation.

                                  ARTICLE THREE

     The period of the corporation's duration is perpetual.

                                  ARTICLE FOUR

     The corporation is organized and shall be operated exclusively to carry out
one or more of the following purposes:

     (a)  Conducting scientific research and research projects in the public
          interest in the fields of medical sciences, medical economics, public
          health, sociology, and related areas;

     (b)  Supporting medical education in medical schools through grants and
          scholarships;

     (c)  Improving and developing the abilities of individuals and institutions
          studying, teaching, and practicing medicine;

     (d)  Delivering health care to the public;

     (e)  Engaging in the instruction of the general public in the area of
          medical science, public health, and hygiene and related instruction
          useful to the individual and beneficial to the community; and

     (f)  Conducting other activities useful or appropriate to the
          accomplishment of the foregoing purposes.



                                  ARTICLE FIVE

     The name and street address of the registered agent and office of the
corporation is Corporation Service Company, d/b/a CSC - Lawyers Incorporating
Service Company, 800 Brazos, Austin, Texas 78701.

                                   ARTICLE SIX

     Except as otherwise provided in these Articles of Incorporation and in the
Bylaws of the corporation, the direction and management of the affairs of the
corporation and the control and disposition of its assets shall be vested in a
board of directors (the "Board of Directors") composed of such number of persons
(but not less than three) as may be fixed by the Bylaws of the corporation. The
authority of the Board of Directors shall be limited to the extent expressly set
forth in these Articles of Incorporation and in the Bylaws of the corporation.
The number of Directors presently constituting the Board of Directors is three.
The names and addresses of the persons who shall serve as the initial Directors
of the corporation are as follows:

     Name                                 Address
     ----                                 -------

     Stephen Aldred, M.D.                 4350 Alpha Road
                                          Dallas, Texas 75244

     Clay J. Cockerell, MD.               2330 Butler Street, Suite 115
                                          Dallas, Texas 78235

     Joseph Sonnier, M.D.                 4350 Alpha Road
                                          Dallas, Texas 75244

     The initial Board of Directors have been selected in a manner consistent
with the mission, goals, and purposes of the corporation.

     Each Director shall hold office for the term for which he or she is
elected, except that the initial Directors of the corporation named in these
Articles of Incorporation shall hold office for the terms specified in the
Bylaws of the corporation to be held by such Directors and until his or her
successor shall have been duly elected and qualified, unless such Director is
sooner removed in the manner provided in the Bylaws of the corporation or he or
she resigns or dies.

     Each Director and Successor Director shall at all times be a physician duly
licensed to practice medicine by the Texas State Board of Medical Examiners (the
"TSBME") and actively engaged in the practice of medicine. For purposes of these
Articles of Incorporation, the term "actively engaged in the practice of
medicine" shall be as defined by the TSBME.



                                  ARTICLE SEVEN

     The corporation shall have one Member. These Articles of Incorporation and
the Bylaws of the corporation shall define the voting rights, powers, and
privileges of the Member.

                                  ARTICLE EIGHT

     The initial Bylaws of the corporation shall be adopted by the Board of
Directors. The Articles of Incorporation and the Bylaws may be altered, amended,
or repealed, and new and other Bylaws may be made and adopted only by the
Member; provided, however, any alteration, amendment, or repeal of the Bylaws
must be approved by a majority of the Board of Directors then in office.

                                  ARTICLE NINE

     The power to dissolve the corporation in accordance with the Act shall be
vested solely in the Member, following consultation with the Board of Directors.

                                   ARTICLE TEN

     Any action required to, or which may, be taken at a meeting of the Member
or Directors of the corporation or a committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, is signed by the Member, or a sufficient number of Directors or committee
members as would be necessary to take that action at a meeting at which the
Member or all of the Directors or committee members were present and voted,
provided such consent Is in the form provided for and such action is taken in
accordance with the Act, these Articles of Incorporation, and the Bylaws of the
corporation.

                                 ARTICLE ELEVEN

     Pursuant to Article 6.02, Subsection (3) of the Act, upon dissolution of
the corporation in accordance with the laws of the state of Texas, the Board of
Directors, after paying or making provision for payment of all liabilities of
the corporation, and after returning, transferring, or conveying those assets of
the corporation that are held subject to conditions requiring such return,
transfer, or conveyance, shall distribute all the corporation's remaining assets
as the Board of Directors in its sole discretion shall determine. Without
limiting the foregoing, the Board of Directors shall have the right to
distribute the corporation's remaining assets to one or more entities that are
not tax-exempt.

                                 ARTICLE TWELVE

     A Director or committee member of the corporation shall not be liable to
the Corporation for monetary damages for an act or omission in the Director's
capacity as a Director, except that this



Article Twelve does not eliminate or limit the liability of a Director of the
corporation to the extent the Director is found liable for: (i) a breach of the
Director's duty of loyalty to the corporation or its Member; (ii) an act or
omission not in good faith that constitutes a breach of duty of the Director to
the corporation or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the Director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the Director's office; or (iv) an act or omission for
which the liability of a director is expressly provided by an applicable
statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of
the state of Texas hereafter is amended to authorize the further elimination or
limitation of the liability of the Directors of the corporation, then the
liability of a Director of the corporation shall be limited to the fullest
extent permitted by the statutes of the state of Texas, as so amended, and such
elimination or limitation of liability shall be in addition to, and not in lieu
of, the limitation on the liability of a Director of the corporation provided by
the foregoing provisions of this Article Twelve. Any repeal of or amendment to
this Article Twelve shall be prospective only and shall not adversely affect any
limitation on the liability of a Director of the corporation existing at the
time of such repeal or amendment.

                                ARTICLE THIRTEEN

     The name and business address of the physician incorporator is:

     Name                                 Address
     ----                                 -------

     Joseph Sonnier, M.D.                 4350 Alpha Road
                                          Dallas, Texas 75244

     IN WITNESS WHEREOF, I have hereunto set my hand on this 6th day of
August, 2001.

                                          /s/ Joseph Sonnier
                                          --------------------------------------
                                          Joseph Sonnier, M.D., Incorporator

EX-3.138

                                                                   EXHIBIT 3.138


                                     BYLAWS
                                       OF
                            TXAR 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION




                                     BYLAWS
                                       OF
                            TXAR 5.01(A) CORPORATION
                         A TEXAS NON-PROFIT CORPORATION

                                    ARTICLE I
                        PURPOSES, POWERS, AND DEFINITIONS

     Section 1.1    STATEMENT OF PURPOSE. The purpose of the Corporation is to
further any or all purposes permitted under Chapter 162 of the Texas Medical
Practice Act, Chapter 162 Texas Occupations Code; to function as a provider
organization with the goal of providing health care services; to develop new
services and products to provide quality services to the public in a
cost-effective manner; and to transact ANY and all other business permitted
pursuant to the Texas Non-Profit Corporation Act.

     Section 1.2    POWERS. Except as limited by the Articles of Incorporation
or these Bylaws, the Corporation shall have and exercise such powers in
furtherance of its purposes as are now or may hereafter be granted by the laws
of the State.

     Section 1.3    CORPORATE PRACTICE OF MEDICINE. Nothing herein shall be
construed as empowering the Member, any officer or employee of the Member, or
any non-physician whatsoever, with the authority to interfere with the
independent and professional practice of medicine by any Director of the
Corporation or any physician employee of the Corporation or to intervene in or
interfere with the private doctor-patient relationship established between any
patient and any Director of the Corporation or any physician employee of the
Corporation. All such physicians shall remain at all times free to exercise
their independent clinical judgments on behalf of their patients, subject only
to oversight by and the authority of physician supervisors.

     Section 1.4    DEFINITIONS. The terms set forth below shall have the
following meanings unless otherwise required by the context in which they may be
used:

          Section 1.4-1  ARTICLES OF INCORPORATION. The term "Articles of
Incorporation" shall mean the Articles of Incorporation of the Corporation filed
with the Secretary of State of the State of Texas on the ___________day of July,
2001, and any amendments thereto.

          Section 1-4-2  BOARD. The term "Board" shall mean the Board of
Directors of the Corporation.

          Section 1.4-3  BYLAWS. The term "Bylaws" shall mean the Bylaws of the
Corporation except where reference is specifically made to the bylaws of another
entity or unit.

          Section 1.4-4  CORPORATION. The term "Corporation" shall mean TXAR
5.01(A) Corporation, a Texas non-profit corporation.



          Section 1.4-5  MEMBER. The term "Member" shall mean Joseph A. Sonnier,
M.D., or other members of the Corporation described in Section 3.1.

          Section 1.4-6  STATE. The term "State" shall mean the state of Texas
unless otherwise specifically indicated.

          Section 1.4-7  SUPPLIER. The term "Supplier" shall mean (a) a
physician retained to provide medical services to or on behalf of the
Corporation, or (b) any other person providing or anticipated to provide
services or supplies to or on behalf of the Corporation in excess of $10,000
during a twelve-month period.

          Section 1.4-8  TSBME. The term "TSBME" shall mean the Texas State
Board of Medical Examiners.

          Section 1.4-9  TSBME RULES. The term "TSBME Rules" shall mean Chapter
177 of the Rules and Regulations of the TSBME.

                                   ARTICLE II
                                     OFFICES

     Section 2.1    PRINCIPAL PLACE OF BUSINESS. The principal business office
of Corporation shall be located at 4350 Alpha Road, Dallas, Texas 75244. The
Corporation may also have offices at such other places both within and without
the State as the Board may from time to time determine or the business of the
Corporation may require.

     Section 2.2    REGISTERED AGENT. The Corporation shall have and
continuously maintain in the State a registered office and a registered agent
whose office is identical with such registered office. The registered office may
be, but need not be, identical with the principal business office of the
Corporation in the State, and the name of the registered agent and/or the
address of the registered office may be changed from time to time by the Board.

                                   ARTICLE III
                                     MEMBERS

     Section 3.1    QUALIFICATIONS, POWERS, AND DUTIES. The Corporation shall
have one Member which shall be AmeriPath, Inc. and/or other persons and entities
that meet such standards as the initial Member shall establish. Such Member
shall exercise such rights and perform such duties as may be provided by law,
the Corporation's Articles of Incorporation, or these Bylaws.

     Section 3.2    ANNUAL MEETING. The annual meeting of the Members shall be
held at the principal business office of the Corporation or at such other place
within or without the State as may be designated by the caller of the meeting
for approval of Director nominees and the transaction of



such other business as may properly come before the meeting. The annual meeting
shall be held on such date and at such time as shall be determined by the Board
and stated in the notice of meeting.

     Section 3.3    SPECIAL MEETINGS. Except as otherwise provided by law or by
the Articles of Incorporation, special meetings of the Members may be called by
the Members, the President, or a majority of the Board and shall be held at the
principal business office of the Corporation or such other location and at such
time as is stated in the notice calling such meeting.

     Section 3.4    NOTICE OF MEETINGS. Waiver. So long as there is only one
Member, no notice shall be required of the annual meeting of the Member. If
there is more than one Member, written or printed notice stating the place, day,
and hour of any meeting of the Members and, in case of a special meeting of the
Members, the purpose(s) for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, postage prepaid addressed to the Member at the
address as it appears on the records of the Corporation. Earlier or later notice
shall be given as may be required by law. A Member waives notice of a meeting by
attendance at the meeting, unless such attendance is to object to the
transaction of any business on the ground that the meeting is not lawfully
called or convened, or by written waiver signed by the Member, whether before or
after the time stated therein. Such waiver shall be equivalent to the giving of
proper notice. No notice shall be necessary for any adjourned meeting.

     Section 3.5    ACTIONS RESERVED TO THE MEMBER. The Members shall exercise
sole authority in the removal of Directors in accordance with Section 4.7 and
the appointment or removal of officers in accordance with Sections 5.2 and 5.3.
The following matters shall require the approval of the Members of the
Corporation following consultation with the Board:

     (a)  The annual operating and capital budgets of the Corporation;

     (b)  Deviations in excess of $5,000 from annual operating or capital
          budgets;

     (c)  The sale, lease, mortgage, or other transfer or encumbrance of the
          real property of the Corporation;

     (d)  The sale, lease, mortgage or other transfer or encumbrance of the
          personal property of the Corporation in excess of $5,000;

     (e)  The merger, acquisition, consolidation, liquidation, or dissolution of
          the Corporation;

     (f)  The borrowing or lending or money or the creation of indebtedness
          through the guaranty of another's debt or similar action;



     (g)  The working, giving, or seeking of grants;

     (h)  The settlement of claims or litigation;

     (i)  Contracts or agreements in which the Corporation is at financial risk,
          including but not limited to employment contracts, management
          agreements and managed care contracts, including fee-for-service,
          discounted fee-for-service, risk pool, capitated and other "at risk"
          service agreements;

     (j)  Compensation and benefits for any physician employed or retained by
          the Corporation;

     (k)  Subsequent to the organizing and incorporating physicians selection of
          the initial Board, the appointment or election of Directors in
          accordance with Section 4.5; and

     (l)  The altering, amending, or repeal of the Articles of Incorporation, or
          of these Bylaws in accordance with Section 7.1.

     Section 3.6    ACTION BY MEMBERS. Any action which may be required by law,
the Articles of Incorporation, or these Bylaws to be taken by the Members shall
be evidenced in writing, signed by the president or any vice president of the
Members for and on behalf of the Members, and filed in the minute book of the
Corporation as part of the permanent records of the Corporation.

     Section 3.7    QUORUM. Except as otherwise provided by law, by the Articles
of Incorporation, or by these Bylaws, a majority of the Members entitled to
vote, represented in person, shall constitute a quorum at a meeting of Members.
If less than a quorum of the Members is present at such meeting, a majority of
the Members present shall adjourn the meeting. The vote of a majority of the
Members entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the Members, unless the vote of a greater number is
required by law or these Bylaws.

     Section 3.8    VOTING. At each Members meeting, every Member having the
right to vote shall be entitled to vote in person or by proxy. Each Member shall
be entitled to one vote on each matter submitted to a vote for which such Member
is entitled to vote. The act of a majority of the Members present and voting in
person or by proxy at any meeting at which there is a quorum shall be the act of
the Members.

     Section 3.9    MEMBERSHIP BOOK. The Corporation shall keep at its principal
business office, or the office of its transfer agent or registrar, a record of
its Members, giving the name and address of each Member.

     Section 3.10   NO CUMULATIVE VOTING. No Member may cumulate his votes at
any election of Directors by giving one candidate as many votes as shall equal
the number of such Directors



multiplied by his vote, or by distributing such votes on the same principle
among any number of such candidates, or upon any other matter.

     Section 3.11   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Members may be taken without a meeting if a
consent in writing, setting forth the action to be taken, is signed and dated by
the Members.

     Section 3.12   MEETINGS BY TELEPHONE. The Members may participate in and
hold a regular or special meeting by means of a conference telephone or any
similar communications equipment by means of which all persons participating in
the meeting may simultaneously hear each other.

     Section 3.13   Non-Liability of the Members. The Members of the Corporation
shall not be personally liable for the debts, liabilities, or obligations of the
Corporation.

                                   ARTICLE IV
                                    DIRECTORS

     Section 4.1    GENERAL POWERS. The business and affairs of the Corporation
shall be managed and controlled by the Board, and subject to any restrictions
imposed by applicable law, by the Articles of Incorporation or by these Bylaws,
the Board may exercise all the powers of the Corporation.

     Section 4.2    ACTIONS RESERVED TO THE BOARD. To the extent specified
below, the following powers shall be exercised exclusively by the Board or, upon
a resolution approved by a majority of the Board, its physician designee(s):

          Section 4.2-1  PRACTICE OF MEDICINE. These Bylaws shall be interpreted
in a manner that reserves to physicians the sole authority to engage in the
practice of medicine and reserves to the Corporation through its Board of
Directors the sole authority to direct the medical, professional, and ethical
aspects of the Corporation's practice of medicine.

          Section 4.2-2  TERMINATION OF PHYSICIANS. The termination of the
retention of any physician to provide medical services on behalf of the
Corporation during such physician's term of retention may be accomplished only
by the Board or its physician designee(s). Such termination shall be subject to
due process procedures adopted by the Board or its physician designee(s) or
provided by the retention agreement between the Corporation and the subject
physician.

          Section 4.2-3  PROFESSIONAL POLICIES APPROVAL. All credentialing,
quality assurance, utilization review, and peer review policies of the
Corporation shall be made exclusively by the Board.



     Section 4.3    QUALIFICATIONS AND TSBME REQUIREMENTS.

          Section 4.3-1  ACTIVE PRACTICE OF MEDICINE. Each Director shall all
times be a physician duly licensed to practice medicine by the TSBME and
actively engaged in the practice of medicine. For purposes of these Bylaws, the
term "actively engaged in the practice of medicine' shall be as defined by the
TSBME Rules.

          Section 4.3-2  REPORTING REQUIREMENTS. Each Director shall immediately
report to the TSBME any act or event which such Director reasonably and in good
faith believes constitutes a violation or attempted violation of the Act or the
TSBME Rules. Further, in the Corporation's initial application for certification
and its subsequent biennial reports, each Director serving at the time such
document(s) are filed with the TSBME shall submit to the TSBME a sworn statement
providing that (a) he or she is licensed by the TSBME; (b) he or she is actively
engaged in the practice of medicine as defined by the TSBME Rules; (c) he or she
shall exercise independent judgment as a Director in all matters and,
specifically in matters relating to credentialing, quality assurance,
utilization review, peer review, and the practice of medicine; (d) in serving as
a Director of the Corporation, he or she shall use best efforts to cause the
Corporation to comply with all relevant provisions of the Act and the TSBME
Rules; (e) he or she shall immediately report to the TSBME any act or event
which such Director reasonably and in good faith believes constitutes a
violation or attempted violation of the Act or the TSBME Rules; and (f) he or
she has disclosed within such Director's Statement the identity of all such
Director's financial relationships, if any, with the individuals or entities
identified in Section 4.3-3 of these Bylaws.

          Section 4.3-3  FINANCIAL RELATIONSHIPS. Any Director of nominee who
has a financial relationship with (a) any Member; (b) any other Director of the
Corporation; (c) any Supplier; or (d) any affiliate of any of the parties
identified in (a), (b), or (c) shall disclose the existence, and provide a
concise explanation of the nature, of such relationship to the Member and the
Board of Directors at the time of nomination, appointment, and election and also
to the TSBME in the initial application and thereafter in any biennial
statements.

     Section 4.4    NUMBER. The number of Directors which shall constitute the
whole Board shall be not less than, three (3). Except as to the number of
initial Directors, the number of Directors shall be determined by the Board and
approved by the Member of the Corporation.

     Section 4.5    ELECTION OF DIRECTORS. The initial Directors shall be
selected by the organizing and incorporating physician(s) consistent with the
Corporation's missions, goals, and purposes. Subsequent to the appointment of
the initial Directors, all successive Directors shall be selected in the
following manner: (a) the Member shall present a slate of nominees to the then
current Board; (b) the Board shall vote on the slate of candidates, and if the
majority of the Board approves the slate, the Member shall appoint one or more
names on the state, as necessary, to fill the vacant positions; and (c) if a
majority of the Board does not approve the state of nominees, the Member shall
propose a new slate of nominees, and the procedure described in step (b) shall
be repeated.



     Section 4.6    TERM. The Directors named in the Articles of Incorporation
shall serve a one year term which shall terminate at the conclusion of the first
annual meeting of the Directors at which their successors shall be elected and
qualified. The initial Directors shall hold office until their successors are
elected and qualified. Thereafter, Directors shall be elected at the annual
meeting of the Directors as provided in Section 4.5 of these Bylaws. Except in
cases involving the death, resignation, or removal of a Director, successive
Directors shall hold office until their successors are elected and qualified.

     Section 4.7    REMOVAL OF DIRECTORS. The following provisions govern the
removal of Directors:

     (a)  BY THE MEMBER. The Member may remove a Director with or without cause.

     (b)  BY THE CORPORATION.

          (i)  Any Director may be removed without cause by a majority vote of
               the Board of Directors, not including the Director sought to be
               removed., provided that such removal is approved by the Member.

          (ii) Any Director who ceases to meet the qualifications of this
               Article may be removed by the Board of Directors effective as of
               the date such qualifications cease to be met, and such removal
               shall not require the approval of the Member.

     Section 4.8    VACANCIES. Any vacancies among the Directors shall be filled
in the manner specified in Section 4.5. A Director elected to fill a vacancy
shall serve for the unexposed term of such Director's predecessor in office.

     Section 4.9    MEETINGS.

          Section 4.9-l  ANNUAL AND REGULAR MEETINGS. Regular meetings of the
Board may be held with or without notice and at such time and at such place as
shall be determined by the Board. The first meeting of each newly elected Board
shall be held without notice immediately following the annual meeting of the
Member and at the same place unless such time or place shall be changed by the
unanimous consent of the Directors then serving. Except as may be otherwise
provided by law, by the Articles of Incorporation or by these Bylaws, neither
the business to be transacted at nor the purpose of any regular meeting of the
Board need be specified in the notice or waiver of notice of such meeting.

          Section 4.9-2  SPECIAL MEETINGS. Special meetings of the Board may be
called by the President or upon the written request of a majority of the
Directors. Notice of each special meeting of the Board shall be given to each
Director at least two (2) days before the meeting, and such notice



shall include the date, time, and place of the meeting. The purpose of the
meeting need not be specified in the notice.

     Section 4.10   WAIVER OF NOTICE. Notice of a meeting of the Board need not
be given to any Director who signs a -waiver of notice either before or after
the meeting. Attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except when a Director states, at the beginning of
the meeting or promptly upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Except as otherwise provided by applicable law or by these Bylaws, neither the
business to be transacted at nor the purpose of any regular meeting or special
meeting of the Board need be specified in the waiver of notice of such meeting.

     Section 4.11   QUORUM AND VOTING. At all meetings of the Board, a majority
of the Directors present in person shall constitute a quorum for the transaction
of business, and, unless otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the act of a majority of the Directors present
and voting in person at any meeting at which there is a quorum shall be the act
of the Board. If a quorum shall not be present at any meeting of Directors, the
Directors present shall adjourn the meeting without notice other than
announcement at the meeting.

     Section 4.12   PROXIES. Voting by proxies shall be prohibited.

     Section 4.13   BOARD COMMITTEES. The Board may by resolution adopted by a
majority of the Directors designate and appoint committees, including but not
limited to an Executive Committee, which may or may not exercise the authority
of the Board, as determined by the Board. To the extent permitted by law, by
appropriate resolution the Board may authorize one or more committees to act on
its behalf when it is not in session. Neither the designation of one or more
committees to exercise authority of the Board not the delegation to any
committee of such authority to a committee shall relieve the Board or any
individual Director of any responsibility imposed upon the Board or such
Director by law. Committee members shall be indemnified as are Directors as
described in the Articles of Incorporation.

          Section 4.13-1 QUORUM. A majority of the members of a Board committee
shall constitute a quorum for the transaction of business at any meeting of the
committee, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. If less than a majority of the members of the
committee are present at such meeting, a majority of the committee members
present may adjourn the meeting from time to time without further notice, until
a quorum shall be present. A majority of all the members of any such committee
may determine its action and fix the time and place of its meetings, unless the
Board shall otherwise provide.

          Section 4.13-2 MEMBERSHIP. Each committee shall consist of at least
two persons. The Board shall have the power at any time to change the number of
members of any such committee, or to fill vacancies, or to discharge any member
or any such committee. Committee members may be appointed by the Board or, at
the Board's option, by the individual designated by



the Board to chair the committee. Unless otherwise provided by the Board,
committee members may be but need not be Directors, except that any committee
that exercises Board authority shall consist of a majority of Directors. Any
non-Director who is a committee member shall have the same responsibility with
respect to the committee as shall a Director who is a committee member.

     Section 4.14   ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a meeting of the Board or any Board committee may be taken
without a meeting if a consent in writing, describing the action so taken, is
signed and dated by all the members of the Board or committee, as the case may
be.

     Section 4-15   RESIGNATION. A Director may resign at any time by delivering
written notice to the Board or the president. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date, the pending vacancy may be filled
as outlined in Section 4.5 before the effective date provided that the successor
does not take office until the effective date.

     Section 4.16   MEETINGS BY TELEPHONE. Directors and committee members may
participate in and bold a regular or special meeting by means of a conference
telephone or any similar communications equipment by means of which all persons
participating in the meeting may simultaneously hear each other.

     Section 4.17   CONFLICTS OF INTEREST. No Director shall, at any time during
his or her service on the Board, serve on the Board of Directors, be an officer,
or serve in any capacity other than as a provider of professional services for
or in any physician-hospital organization, physician organization, or other
provider entity reasonably seen as being competitive with the Corporation.

                                    ARTICLE V
                                    OFFICERS

     Section 5.1    NUMBER AND QUALIFICATIONS. The officers of the Corporation
shall consist of at least a president, one or more vice presidents, a secretary,
and a treasurer. The Corporation may also have such other officers and such
agents as the Member may from time to time determine. Any one person may serve
in more than one office, except that no one person shall simultaneously hold the
office of the president and the secretary. The officers need not be Directors of
the Corporation.

     Section 5.2    ELECTION AND TERM. The Member shall select officers at its
first meeting at which a quorum shall be present after the annual meeting of
Member or whenever a vacancy exists. Each officer shall hold office for a
one-year term or until such officer's successor has been duly chosen and
qualified, or until his death, resignation, or removal.

     Section 5.3    REMOVAL. Any officer or agent may be removed by the Member
with or without cause, but such removal shall be without prejudice to the
contract rights, if any, of the person. so removed. Election or appointment of
an officer or agent shall not of itself create any contract rights.



     Section 5.4    VACANCIES. Any vacancy in any office for any cause may be
filled by the Member for the unexpired portion of the term.

     Section 5.5    DUTIES. The officers of the Corporation shall have such
powers and duties, except as modified by the Member as applicable, as generally
pertain to their respective offices, as well as such powers and duties as from
time to time shall be conferred by the Board or Member as applicable and by
these Bylaws.

          Section 5.5-1  PRESIDENT. The president shall serve as the chairman of
the Board as well as the chief executive officer of the Corporation. The
president shall have general direction of the affairs of the Corporation and
general supervision over its several officers, subject to the control of the
Board or Member as applicable. The president shall: (a) at each annual meeting,
and from time to time, report to the Member and to the Board on all matters
within the president's knowledge, which, in his opinion, the interest of the
Corporation may require to be brought to their notice; (b) preside at all
meetings of the Board; (c) attend all meetings of the Member; (d) sign and
execute in the name of the Corporation all contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated or permitted by the Board, the Member or by these
Bylaws to some other officer or agent of the Corporation; and (e) in general,
perform all duties incident to the office of president, and such other duties as
from time to time may be assigned by the Board or as are prescribed by these
Bylaws.

          Section 5.5-2  VICE PRESIDENT. Each vice president shall have such
powers and duties as may be prescribed by the Board of Directors or as may be
delegated from time to time by the president and (in the order as designated by
the Board of Directors, or in the absence of such designation, as determined by
the length of time each has held the office of vice president continuously)
shall exercise the powers of the president during that officer's absence or
inability to act. As between the Corporation and third parties, any action taken
by a vice president in the performance of the duties of the president shall be
conclusive evidence of the president absence or inability to act at the time
such action was taken.

          Section 5.5-3  SECRETARY. The secretary shall: (a) prepare the minutes
of all meetings of the Member and of the Board and keep such minutes, as well as
the minutes of all committees of the Board, in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) serve AS custodian of the
corporate records of the Corporation; (d) have general charge of such books and
papers as the Board may direct, including, without limitation, a record of the
names and addresses of all Members in alphabetical order, all of which shall, at
all reasonable times, be open to the examination of any Member, or his agent or
attorney, for any proper purpose; and (e) authenticate records of the
Corporation. The secretary shall also perform all duties and exercise all powers
incident to the office of the secretary and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.



          Section 5.5-4  TREASURER. The treasurer shall: (a) keep complete and
accurate books and records of account, showing accurately at all times the
financial condition of the corporation; (b) be the legal custodian of all
monies, notes, securities, and other valuables that may from time to time come
into the possession of the Corporation; and (c) furnish at meetings of the
Board, or whenever requested, a statement of the financial condition of the
Corporation. The treasurer shall also perform all duties and exercise all powers
incident to the office of the treasurer and such other duties and powers as the
Board and/or Member as applicable, or the president from time to time may assign
or confer.

          Section 5.5-5  ASSISTANT OFFICERS. Any assistant officer(s) appointed
by the Board shall have power to perform, and shall perform, all duties
incumbent upon the appropriate officer(s) of the Corporation subject in the
general direction of such officers, and shall perform such other duties as the
Bylaws may require or the Board or Member as applicable may prescribe.

     Section 5.6    INSURANCE AND BONDS OF OFFICERS. The Corporation shall
indemnify Directors, officers, employees, and agents of the Corporation to the
fullest extent required by the Texas Non-Profit Corporation Act as it may be
amended from time to time and shall indemnify suet persons to the fullest extent
permitted by law. The Corporation shall also advance to such indemnitee expenses
incurred in connection with any proceeding in which the indemnitee shall seek
indemnification to the fullest extent permitted by law. The Corporation may
secure insurance on behalf of Directors and officers against any liability
asserted against them individually or collectively, for actions taken by them as
Directors and officers. The Corporation may also procure a fidelity bond to
indemnify itself against the misfeasance or nonfeasance of any officer or
Director. This provision shall be deemed to be a contract between the
Corporation and each indemnitee and shall not be amended without the written
agreement of the Corporation and the indemnitee affected by such amendment.

     Section 5.7    DELEGATION. The Board shall make appropriate delegations of
authority to the officers. In case of an officer's absence or for any other
reason, the Board or Member, as applicable, may delegate temporarily the powers
and duties of any officer of the Corporation to any other officer and may
authorize the delegation by any officer of the Corporation of any of his powers
and duties to any agent or employee subject to the general supervision by such
officer.

     Section 5.8    RESIGNATIONS. An officer may resign at any time by
delivering notice to the Board or Member as applicable. Any such resignation
shall be made in writing and shall take effect at the time it is delivered
unless the notice specifics a later effective date. The acceptance of a
resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation. If a resignation is made effective at a later date
and the Corporation accepts such future effective date, the Board, subject to
Member approval, may fill the pending vacancy before the effective date provided
that the successor does not take office until the effective date.



                                   ARTICLE VI
                                  MISCELLANEOUS

     Section 6.1    CONTRACTS. Subject to Member approval, the Board may
authorize any officer or officers, agent or agents, or employee or employees of
the Corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
Board or by these Bylaws, no officer, agent, or employee shall have any power or
authority to bind the Corporation by any contract or engagement, or to pledge
its credit or to render it liable pecuniary for any purpose or any amount.

     Section 6.2    CHECKS, DRAFTS, ORDERS FOR PAYMENT. All checks, drafts, or
other orders for the payment of money and all notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers of the Corporation and in such manner as shall from time to
time be determined by resolution of the Board subject to Member approval.

     Section 6.3    DEPOSITORIES. All funds of the Corporation shall be
deposited from time to time to the credit of the Corporation in one or more such
banks, trust companies, or other depositories as the President may from time to
time designate, upon such terms and conditions as shall be fixed by the
President subject to Member approval. The President may from time to time
authorize the opening and keeping with any such depository as it may designate,
of general and special bank accounts and may make such special rules and
regulations with respect thereto, not inconsistent with the provisions of these
Bylaws, as it may deem necessary.

     Section 6.4    VOTING OF SHARES AND MEMBERSHIP INTERESTS HELD BY THE
CORPORATION. Unless otherwise ordered by the Board, the president or, in the
president's absence or disability, the secretary, shall have full power and
authority on behalf of the Corporation to attend, to vote, and to grant proxies
to be used at any meeting of members of such corporation in which the
Corporation may hold stock or voting membership. The Board, subject to approval
by the Member, may confer like powers upon any other person or persons.

     Section 6.5    BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of account and shall also keep records of the actions
of the Corporation which records shall be open to inspection by the Member at
any reasonable time.

     Section 6.6    FISCAL YEAR, ACCOUNTING ELECTION. The fiscal year of and the
method of accounting for the Corporation shall be as the Board shall determine
subject to Member approval.

     Section 6.7    LOANS PROHIBITED. No loans shall be made by the Corporation
to its Directors, officers or employees, or to any other corporation, firm,
association, or other entity in which one or more of its Directors, officers or
employees is a Director, officer or employee or holds a substantial financial
interest.



     Section 6.8    REVOCABILITY OF AUTHORIZATIONS. No authorization,
assignment, referral or delegation of authority by the Board to any committee
officer, agent or other official of the Corporation, or any other organization
which is associated or affiliated with or conducted under the auspices of the
Corporation, shall preclude the Board from exercising the authority required to
meet its responsibility. The Board shall retain the right to rescind any such
Board authorization, assignment, referral, or delegation in its sole discretion.

     Section 6.9    TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED.

          Section 6.9-1  TRANSACTIONS. No contract or other transaction between
the Corporation and one or more of its Directors or officers, or between the
Corporation and any other corporation, firm, or entity in which one or most of
the Corporation's Directors or officers are Directors or officers, or have a
financial interest or whose immediate family members have a financial interest,
shall be void or voidable solely because of such relationship or interest, or
solely because such Director(s) or officer(s) is (are) present at or
participates in the meeting of the Board or a committee thereof that authorizes,
approves, or ratifies such contract or transaction, or solely because his or
their votes are counted for such purposes, if:

          (a)  The fact of such relationship or interest is disclosed or known
               to the Board or the committee that authorizes, approves, or
               ratifies the contract or transaction by a vote or consent
               sufficient for the purpose without counting the votes or consents
               of such interested Director(s) or officer(s); or

          (b)  The contract or transaction is fair and reasonable as to the
               Corporation at the time it is authorized by the Board or a
               committee thereof.

          Section 6.9-2  QUORUM. Common or interested Directors or officers may
be counted in determining the presence of a quorum at a meeting of the Board or
of a committee thereof that authorizes, approves, or ratifies such contract or
transaction.

                                   ARTICLE VII
                                   AMENDMENTS

     Section 7.1    AMENDMENTS. Unless otherwise required by law, the Bylaws may
be altered, amended, or repealed, and new Bylaws adopted, by the Member subject
to the approval of a majority of the Board of Directors then in office.

     Adopted as of the ________ day of July, 2001.

EX-4.1

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

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

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


                              Amy Acquisition Corp.
                                to be merged into
                                 AmeriPath, Inc.

                                     Issuer

                    10 1/2% Senior Subordinated Notes Due 2013


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

                                    INDENTURE

                           Dated as of March 27, 2003

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

                         U.S. Bank National Association

                                     Trustee


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

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



                              CROSS-REFERENCE TABLE



      TIA                                                                 Indenture
    Section                                                                Section
    -------                                                                -------
                                                                          
310 (a) (1)       .....................................................       7.10
    (a) (2)       .....................................................       7.10
    (a) (3)       .....................................................       N.A.
    (a) (4)       .....................................................       N.A.
    (a) (5)       .....................................................       7.10
    (b)           .....................................................       7.08; 7.10
    (c)           .....................................................       N.A.

311 (a)           .....................................................       7.11
    (b)           .....................................................       7.11
    (c)           .....................................................       N.A.
312 (a)           .....................................................       2.05
    (b)           .....................................................      13.03
    (c)           .....................................................      13.03
313 (a)           .....................................................       7.06
    (b) (1)       .....................................................       7.06
    (b) (2)       .....................................................       7.06; 7.07
    (c)           .....................................................      13.02
    (d)           .....................................................       7.06
314 (a)           .....................................................       4.02; 4.12;
                                                                             13.02
    (b)           .....................................................       N.A.
    (c) (1)       .....................................................      13.04
    (c) (2)       .....................................................      13.04
    (c) (3)       .....................................................       N.A.
    (d)           .....................................................       N.A.
    (e)           .....................................................      13.05
    (f)           .....................................................       N.A.
315 (a)           .....................................................       7.01
    (b)           .....................................................       7,05; 13.02
    (c)           .....................................................       7.01
    (d)           .....................................................       7.01
    (e)           .....................................................       6.11
316 (a)(last sentence) ................................................      13.06
    (a) (1) (A)   .....................................................       6.05
    (a) (1) (B)   .....................................................       6.04
    (a) (2)       .....................................................       N.A.
    (b)           .....................................................       6.07
    (c)           .....................................................       9.04
3l7 (a) (l)       .....................................................       6.08
    (a) (2)       .....................................................       6.09
    (b)           .....................................................       2.04
318 (a)           .....................................................      13.01
    (b)           .....................................................       N.A.
    (c)           .....................................................      13.01
                  N.A. means Not Applicable.


- ----------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.



                                TABLE OF CONTENTS



                                                                              PAGE
                                                                            
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.    Definitions ...................................................1
SECTION 1.02.    Other Definitions ............................................32
SECTION 1.03.    Incorporation by Reference of TIA ............................33
SECTION 1.04.    Rules of Construction ........................................33

                                    ARTICLE 2

                                 THE SECURITIES

SECTION 2.01.    Form and Dating ..............................................34
SECTION 2.02.    Execution and Authentication .................................35
SECTION 2.03.    Registrar and Paying Agent ...................................35
SECTION 2.04.    Paying Agent To Hold Money in Trust ..........................36
SECTION 2.05.    Securityholder Lists .........................................37
SECTION 2.06.    Transfer and Exchange ........................................37
SECTION 2.07.    Replacement Securities .......................................38
SECTION 2.08.    Outstanding Securities .......................................38
SECTION 2.09.    Temporary Securities .........................................38
SECTION 2.10.    Cancellation .................................................39
SECTION 2.11.    Defaulted Interest ...........................................39
SECTION 2.12.    CUSIP Numbers ................................................39
SECTION 2.13.    Additional Securities ........................................40

                                    ARTICLE 3

                                   REDEMPTION

SECTION 3.01.    Notices to Trustee ...........................................40
SECTION 3.02.    Selection of Securities To Be Redeemed .......................41
SECTION 3.03.    Notice of Redemption .........................................41
SECTION 3.04.    Effect of Notice of Redemption ...............................42
SECTION 3.05.    Deposit of Redemption Price ..................................42
SECTION 3.06.    Securities Redeemed in Part ..................................42



                                                                               2

                                                                            
                                    ARTICLE 4

                                    COVENANTS

SECTION 4.01.    Payment of Securities ........................................43
SECTION 4.02.    SEC Reports ..................................................43
SECTION 4.03.    Limitation on Indebtedness ...................................44
SECTION 4.04.    Limitation on Restricted Payments ............................49
SECTION 4.05.    Limitation on Restrictions on
                    Distributions from Restricted Subsidiaries ................53
SECTION 4.06.    Limitation on Sales of Assets
                    and Subsidiary Stock ......................................55
SECTION 4.07.    Limitation on Affiliate Transactions .........................60
SECTION 4.08.    Limitation on the Sale or Issuance
                    of Capital Stock of Restricted Subsidiaries ...............62

SECTION 4.09.    Change of Control ............................................63
SECTION 4.10.    Limitation on Line of Business
                    and Operations ............................................64
SECTION 4.11.    Future Guarantors ............................................65
SECTION 4.12.    Contribution Contingent Note Collateral Account ..............65
SECTION 4.13.    Compliance Certificate .......................................65
SECTION 4.14.    Further Instruments and Acts .................................65

                                    ARTICLE 5

                                SUCCESSOR COMPANY

SECTION 5.01     When Company May Merge or TRANSFER ASSETS ....................66

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

SECTION 6.01.    Events of Default ............................................69
SECTION 6.02.    Acceleration .................................................71
SECTION 6.03.    Other Remedies ...............................................72
SECTION 6.04.    Waiver of Past Defaults ......................................72
SECTION 6.05.    Control by Majority ..........................................73
SECTION 6.06.    Limitation on Suits ..........................................73
SECTION 6.07.    Rights of Holders to Receive Payment .........................74
SECTION 6.08.    Collection Suit by Trustee ...................................74
SECTION 6.09.    Trustee May File Proofs of Claim .............................74
SECTION 6.10.    Priorities ...................................................74
SECTION 6.11.    Undertaking for Costs ........................................75
SECTION 6.12.    Waiver of Stay or Extension Laws .............................75




                                                                               3

                                                                            
                                    ARTICLE 7

                                     TRUSTEE

SECTION 7.01.    Duties of Trustee ............................................75
SECTION 7.02.    Rights of Trustee ............................................77
SECTION 7.03.    Individual Rights of Trustee .................................78
SECTION 7.04.    Trustee's Disclaimer .........................................78
SECTION 7.05.    Notice of Defaults ...........................................78
SECTION 7.06.    Reports by Trustee to Holders ................................78
SECTION 7,07.    Compensation and Indemnity ...................................79
SECTION 7.08.    Replacement of Trustee .......................................80
SECTION 7.09.    Successor Trustee by Merger ..................................81
SECTION 7.10.    Eligibility; Disqualification ................................81
SECTION 7.11.    Preferential Collection of Claims Against Company ............82

                                    ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01.    Discharge of Liability on Securities; Defeasance .............82
SECTION 8.02.    Conditions to Defeasance .....................................83
SECTION 8.03.    Application of Trust Money ...................................84
SECTION 8.04.    Repayment to Company .........................................85
SECTION 8.05.    Indemnity for Government Obligations .........................85
SECTION 8.06.    Reinstatement ................................................85

                                    ARTICLE 9

                                   AMENDMENTS

SECTION 9.01.    Without Consent of Holders ...................................85
SECTION 9.02.    With Consent of Holders ......................................86
SECTION 9.03.    Compliance with TIA ..........................................88
SECTION 9.04.    Revocation and Effect of Consents and Waivers ................88
SECTION 9.05.    Notation on or Exchange of Securities ........................88
SECTION 9.06.    Trustee To Sign Amendments ...................................88
SECTION 9.07.    Payment for Consent ..........................................89




                                                                               4

                                                                           
                                   ARTICLE 10

                                  SUBORDINATION

SECTION 10.01.   Agreement To Subordinate .....................................89
SECTION 10.02.   Liquidation, Dissolution, Bankruptcy .........................89
SECTION 10.03.   Default on Senior Indebtedness
                    of the Company ............................................90
SECTION 10.04.   Acceleration of Payment of Securities. .......................92
SECTION 10.05.   When Distribution Must Be Paid Over ..........................92
SECTION 10.06.   Subrogation ..................................................92
SECTION 10.07.   Relative Rights ..............................................92
SECTION 10.08.   Subordination May Not Be Impaired
                    by Company ................................................93
SECTION 10.09.   Rights of Trustee and Paying Agent ...........................93
SECTION 10.10.   Distribution or Notice to Representative .....................94
SECTION 10.11.   Article 10 Not To Prevent Events
                    of Default or Limit Right To Accelerate ...................94
SECTION 10.12.   Trust Moneys Not Subordinated ................................94
SECTION 10.13.   Trustee Entitled To Rely .....................................94
SECTION 10.14.   Trustee To Effectuate Subordination ..........................95
SECTION 10.15.   Trustee Not Fiduciary for Holders
                    of Senior Indebtedness of the Company .....................95
SECTION 10.16.   Reliance by Holders of Senior
                    Indebtedness of the Company on Subordination Provisions ...96

                                   ARTICLE 11

                              SUBSIDIARY GUARANTIES

SECTION 11.01.   Subsidiary Guaranties ........................................96
SECTION 11.02.   Limitation on Liability ......................................99
SECTION 11.03.   Successors and Assigns .......................................99
SECTION 11.04.   No Waiver ....................................................99
SECTION 11.05.   Modification ................................................100
SECTION 11.06.   Release of Subsidiary Guarantor .............................100
SECTION 11.07.   Contribution ................................................100

                                   ARTICLE 12

                     SUBORDINATION OF SUBSIDIARY GUARANTIES

SECTION 12.01.   Agreement to Subordinate ....................................101
SECTION 12.02.   Liquidation, Dissolution, Bankruptcy ........................101
SECTION 12.03.   Default on Senior Indebtedness of




                                                                               5

                                                                           
                 Subsidiary Guarantor ........................................102
SECTION 12.04.   Demand for Payment ..........................................103
SECTION 12.05.   When Distribution Must Be Paid Over .........................104
SECTION 12.06.   Subrogation .................................................104
SECTION 12.07.   Relative Rights .............................................104
SECTION 12.08.   Subordination May Not Be Impaired by
                    the Subsidiary Guarantors ................................104
SECTION 12.09.   Rights of Trustee and Paying Agent ..........................105
SECTION 12.10.   Distribution or Notice to Representative ....................105
SECTION 12.11.   Article 12 Not To Prevent Events of Default or
                    Limit Right To Demand Payment ............................106
SECTION 12.12.   Trustee Entitled To Rely ....................................106
SECTION 12.13.   Trustee To Effectuate Subordination .........................107
SECTION 12.14.   Trustee Not Fiduciary for Holders of Senior
                    Indebtedness of Subsidiary Guarantor .....................107
SECTION 12.15.   Reliance by Holders of Senior Indebtedness of
                    Subsidiary Guarantors on Subordination Provisions\ .......107

                                   ARTICLE 13

                                  MISCELLANEOUS

SECTION 13.01.   TIA Controls ................................................107
SECTION 13.02.   Notices .....................................................108
SECTION 13.03.   Communication by Holders with
                    Other Holders ............................................108
SECTION 13.04.   Certificate and Opinion as to Conditions Precedent ..........109
SECTION 13.05.   Statements Required in Certificate or Opinion ...............109
SECTION 13.06.   When Securities Disregarded .................................109
SECTION 13,07.   Rules by Trustee, Paying Agent and Registrar ................110
SECTION 13.08.   Legal Holidays ..............................................110
SECTION 13.09.   Governing Law ...............................................110
SECTION 13.10.   No Recourse Against Others ..................................110
SECTION 13.11.   Successors ..................................................110
SECTION 13.12.   Multiple Originals ..........................................110
SECTION 13.13.   Table of Contents; Headings .................................111

Rule l44A/Regulation S Appendix

Exhibit 1 - Form of Security

Exhibit A - Form of Exchange Security or Private Exchange Security




                                                                               6

 Annex A - Form of Supplemental Indenture



               INDENTURE dated as of March 27, 2003, among AMY ACQUISITION
            CORP., a Delaware corporation, which will foe merged with and into
            AMERIPATH, INC., a Delaware corporation, with AMERIPATH, INC.
            continuing as the surviving corporation (the "Company"), AMERIPATH
            HOLDINGS, INC., a Delaware corporation, the SUBSIDIARY GUARANTORS
            listed on the signature pages hereto and U.S. Bank National
            Association (the "Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Company's Initial
Securities, Exchange Securities, Private Exchange Securities and Additional
Securities:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01. DEFINITIONS.

          "Additional Assets" means (1) any property, plant or equipment used in
a Related Business; (2) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by the Company
or another Restricted Subsidiary; or (3) Capital Stock constituting a minority
interest in any Person that at such time is a Restricted Subsidiary; PROVIDED,
HOWEVER that any such Restricted Subsidiary described in clause (2) or (3) above
is primarily engaged in a Related Business.

          "Additional Securities" means, subject to the Company's compliance
with Section 4.03, 10 1/2% Senior Subordinated Notes Due 2013 issued from time
to time after the Issue Date under the terms of this Indenture (other than
pursuant to Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other than
Exchange Securities or Private Exchange Securities issued pursuant to an
exchange offer for other Securities outstanding under this Indenture).

          "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise;


                                                                               2

and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Sections 4.04, 4.06 and 4.07 only, "Affiliate" shall
also mean any beneficial owner of Capital Stock representing 10% or more of the
total voting power of the Voting Stock (on a fully diluted basis) of the Company
or of rights or warrants to purchase such Capital Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

          "AmeriPath Indemnity" means AmeriPath Indemnity Ltd., a Cayman Islands
corporation, and its successors.

          "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) by
the Company or any Restricted Subsidiary, including any disposition by means of
a merger, consolidation or similar transaction (each referred to for the
purposes of this definition as a "disposition"), of:

          (1)  any shares of Capital Stock of a Restricted Subsidiary (other
     than directors' qualifying shares or shares required by applicable law to
     be held by a Person other than the Company or a Restricted Subsidiary);

          (2)  all or substantially all the assets of any division or line of
     business of the Company or any Restricted Subsidiary; or

          (3)  any other assets of the Company or any Restricted Subsidiary
     outside of the ordinary course of business of the Company or such
     Restricted Subsidiary

(other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by
a Restricted Subsidiary to the Company or by the Company or a Restricted
Subsidiary to a Wholly Owned Subsidiary, (B) for purposes of Section 4.06 only,
(x) a disposition that constitutes a Restricted Payment (or would constitute a
Restricted Payment but for the exclusions from the definition thereof) and that
is not prohibited by Section 4.04 or a Permitted Investment and (y) a
disposition of all or substantially all the assets of the Company in accordance
with Section 5.01, (C) the disposition of cash or Temporary Cash Investments,
(D) any sale or disposition deemed to occur in connection with creating or
granting any Liens, (E) sales or grants of licenses or sublicenses to use the
patents, trade secrets, know-how and other intellectual property of the Company
or its Restricted Subsidiaries to the extent such license does not interfere
with the business


                                                                               3

of the Company or any Restricted Subsidiary, (F) any exchange of tangible assets
with a fair market value of less than $5,000,000 for like-kind tangible assets
to be used in connection with a Related Business, but only to the extent that
such exchange qualifies for nonrecognition of gain or loss under Section 1031 of
the Code, (G) any sale or disposition of obsolete inventory or worn out assets
permitted pursuant to the Indenture, (H) any disposition of the Capital Stock of
a Consolidated Managed Subsidiary so long as such Consolidated Managed
Subsidiary does not cease to be a Consolidated Managed Subsidiary as a result of
such disposition and (I) a disposition of assets with a fair-market value of
less than $1,000,000).

          "Attributable Debt" in respect of a Sale/Leaseback Transaction means,
as at the time of determination, the present value (discounted at the interest
rate borne by the Securities, compounded annually) of the total obligations of
the lessee for rental payments during the remaining term of the lease included
in such Sale/Leaseback Transaction (including any period for which such lease
has been extended); PROVIDED, HOWEVER, that if such Sale/Leaseback Transaction
results in a Capital Lease Obligation, the amount of Indebtedness represented
thereby shall be determined in accordance with the definition of "Capital Lease
Obligation".

          "Average Life" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing (1) the sum of the products
of the numbers of years from the date of determination to the dates of each
successive scheduled principal payment of or redemption or similar payment with
respect to such Indebtedness multiplied by the amount of such payment by (2) the
sum of all such payments.

          "Bank Indebtedness" means all Obligations pursuant to the Credit
Agreement.

          "Board of Directors" with respect to a Person means the Board of
Directors of such Person or any committee thereof duly authorized to act on
behalf of such Board; PROVIDED, HOWEVER, that for purposes of Section 4.09 this
definition shall not include any such committees.

          "Business Day" means each day which is not a Legal Holiday.

          "Capital Lease Obligation" means an obligation that is required to be
classified and accounted for as a capital lease for financial reporting purposes
in accordance


                                                                               4

with GAAP, and the amount of Indebtedness represented by such obligation shall
be the capitalized amount of such obligation determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or
any other amount due under such lease prior to the first date upon which such
lease may be terminated by the lessee without payment of a penalty.

          "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

          "Change of Control" means the occurrence of any of the following
events:

          (1)     prior to the earlier to occur of (A) the first public offering
     of common stock of Parent or (B) the first public offering of common stock
     of the Company, the Permitted Holders cease to be the "beneficial owner"
     (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
     indirectly, of a majority in the aggregate of the total voting power of the
     Voting Stock of Parent or the Company, whether as a result of issuance of
     securities of Parent or the Company, any merger, consolidation, liquidation
     or dissolution of Parent or the Company, or any direct or indirect transfer
     of securities by Parent or otherwise (for purposes of this clause (1) and
     clause (2) below, the Permitted Holders shall be deemed to beneficially
     own, any Voting Stock of a Person (the "specified person") held by any
     other Person (the "parent entity") so long as the Permitted Holders
     beneficially own (as so defined), directly or indirectly, in the aggregate
     a majority of the voting power of the Voting Stock of the parent entity);

          (2)     any "person" (as such term is used in Sections 13(d) and 14
     (d) of the Exchange Act), other than one or more Permitted Holders, is or
     becomes the beneficial owner (as defined in clause (1) above, except that
     for purposes of this clause (2) such person shall be deemed to have
     "beneficial ownership" of all shares that any such person has the right to
     acquire, whether such right is exercisable immediately or only after the
     passage of time), directly or indirectly, of more than 35% of the total
     voting power of the Voting Stock of the Company; PROVIDED, HOWEVER, that
     the Permitted Holders beneficially own (as defined in


                                                                               5

     clause (l) above), directly or indirectly, in the aggregate a lesser
     percentage of the total voting power of the Voting Stock of the Company
     than such other person and do not have the right or ability by voting
     power, contract or otherwise to elect or designate for election a majority
     of the Board of Directors of the Company (for the purposes of this clause
     (2), such other person shall be deemed to beneficially own any Voting Stock
     of a specified person held by a parent entity, if such other person is the
     beneficial owner (as defined in this clause (2)), directly or indirectly,
     of more than 35% of the voting power of the Voting Stock of such parent
     entity and the Permitted Holders beneficially own (as defined in clause (1)
     above), directly or indirectly, in the aggregate a lesser percentage of the
     voting power of the Voting Stock of such parent entity and do not have the
     right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the board of directors of such parent
     entity);

          (3)     individuals who on the Issue Date constituted the Board of
     Directors of the Company or the Parent Board (together with any new
     directors whose election by such Board of Directors of the Company or the
     Parent Board or whose nomination for election by the shareholders of the
     Company or Parent, as the case may be, was approved or nominated by (1) a
     vote of a majority of the directors of the Company or of Parent, as the
     case may be, then still in office who were either directors on the Issue
     Date or whose election or nomination for election was previously so
     approved or (2) Welsh, Carson, Anderson & Stowe IX, L.P.) cease for any
     reason to constitute a majority of the Board of Directors of the Company or
     the Parent Board then in office;

          (4)     the adoption of a plan relating to the liquidation or
     dissolution of the Company; or

          (5)     the merger or consolidation of Parent or the Company with or
     into another Person or the merger of another Person with or into Parent or
     the Company, or the sale of all or substantially all the assets of Parent
     or the Company (determined on a consolidated basis) to another Person other
     than (i) a transaction in which the survivor or transferee is a Person that
     is controlled by the Permitted Holders or (ii) a transaction following
     which (A) in the case of a merger or consolidation transaction, holders of
     securities that represented 100% of the Voting Stock of Parent or


                                                                               6

     the Company immediately prior to such transaction (or other securities into
     which such securities are converted as part of such merger or consolidation
     transaction) own directly or indirectly at least a majority of the voting
     power of the Voting Stock of the surviving Person in such merger or
     consolidation transaction immediately after such transaction and (B) in the
     case of a sale of assets transaction, each transferee becomes an obligor in
     respect of the Securities and a Subsidiary of the transferor of such
     assets.

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

          "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

          "Consolidated Coverage Ratio" as of any date of determination means
the ratio of:

          (x)     the aggregate amount of EBITDA for the period of the most
     recent four consecutive fiscal quarters ending prior to the date of such
     determination for which internal financial statements of the Company are
     then available to

          (y)     Consolidated Interest Expense for such four fiscal quarters;

PROVIDED, HOWEVER, that:

          (1)     if the Company or any Restricted Subsidiary has Incurred any
     Indebtedness since the beginning of such period that remains outstanding or
     if the transaction giving rise to the need to calculate the Consolidated
     Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and
     Consolidated Interest Expense for such period shall be calculated after
     giving effect on a pro forma basis to such Indebtedness as if such
     Indebtedness had been Incurred on the first day of such period,

          (2)     if the Company or any Restricted Subsidiary has repaid,
     repurchased, defeased or otherwise discharged any Indebtedness since the
     beginning of such period or if any Indebtedness is to be repaid,
     repurchased, defeased or otherwise discharged (in each


                                                                               7

     case other than Indebtedness Incurred under any revolving credit facility
     unless such Indebtedness has been permanently repaid and has not been
     replaced) on the date of the transaction giving rise to the need to
     calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest
     Expense for such period shall be calculated on a pro forma basis as if such
     discharge had occurred on the first day of such period and as if the
     Company or such Restricted Subsidiary has not earned the interest income
     actually earned during such period in respect of cash or Temporary Cash
     Investments used to repay, repurchase, defease or otherwise discharge such
     Indebtedness,

          (3)     if since the beginning of such period the Company or any
     Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
     such period shall be reduced by an amount equal to EBITDA (if positive)
     directly attributable to the assets which are the subject of such Asset
     Disposition for such period, or increased by an amount equal to EBITDA (if
     negative), directly attributable thereto for such period and Consolidated
     Interest Expense for such period shall be reduced by an amount equal to the
     Consolidated Interest Expense directly attributable to any Indebtedness of
     the Company or any Restricted Subsidiary repaid, repurchased, defeased,
     assumed by a third party (to the extent the Company and its Restricted
     Subsidiaries are no longer liable for such Indebtedness) or otherwise
     discharged with respect to the Company and its continuing Restricted
     Subsidiaries in connection with such Asset Disposition for such period (or,
     if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
     Interest Expense for such period directly attributable to the Indebtedness
     of such Restricted Subsidiary to the extent the Company and its continuing
     Restricted Subsidiaries are no longer liable for such Indebtedness after
     such sale),

          (4)     if since the beginning of such period the Company or any
     Restricted Subsidiary (by merger or otherwise) shall have made an
     Investment in any Restricted Subsidiary (or any Person which becomes a
     Restricted Subsidiary) or an acquisition of assets, including any
     acquisition of assets occurring in connection with a transaction requiring
     a calculation to be made hereunder, which constitutes all or substantially
     all of an operating unit of a business, EBITDA and Consolidated Interest
     Expense for such period shall be calculated after giving pro forma effect
     thereto (including the Incurrence of any


                                                                               8

     Indebtedness) as if such Investment or acquisition occurred on the first
     day of such period, and

          (5)     if since the beginning of such period any Person (that
     subsequently became a Restricted Subsidiary or was merged with or into the
     Company or any Restricted Subsidiary since the beginning of such period)
     shall have made any Asset Disposition, any Investment or acquisition of
     assets that would have required an adjustment pursuant to clause (3) or (4)
     above if made by the Company or a Restricted Subsidiary during such period,
     EBITDA and Consolidated Interest Expense for such period shall be
     calculated after giving pro forma effect thereto as if such Asset
     Disposition, Investment or acquisition occurred on the first day of such
     period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months). If any Indebtedness is incurred under a revolving credit facility
and is being given pro forma effect, the interest on such Indebtedness shall be
calculated based on the average daily balance of such Indebtedness for the four
fiscal quarters subject to the pro forma calculation (but, in the case of any
Indebtedness Incurred under a revolving credit facility and Incurred other than
pursuant to clause (b)(1) of Section 4.03, only to the extent such Indebtedness
is Incurred solely for working capital purposes or other general corporate
purposes in the ordinary course of business and not, in any case, to support
directly or indirectly any acquisitions).

          "Consolidated Interest Expense" means, for any period, the total
interest expense (excluding any such interest expense with respect to Existing
Contingent Notes) of the Company and its consolidated Restricted Subsidiaries,
PLUS, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without
duplication,


                                                                               9

          (1)     interest expense attributable to Capital Lease Obligations,

          (2)     amortization of debt discount and debt issuance cost,

          (3)     capitalized interest,

          (4)     non-cash interest expense,

          (5)     commissions, discounts and other fees and charges owed with
     respect to letters of credit and bankers' acceptance financing,

          (6)     net payments pursuant to Hedging Obligations,

          (7)     dividends accrued in respect of all Preferred Stock held by
     Persons other than the Company or a Wholly Owned Subsidiary (other than
     dividends payable solely in Capital Stock (other than Disqualified Stock)
     of the Company); PROVIDED, HOWEVER, that such dividends shall be multiplied
     by a fraction the numerator of which is one and the denominator of which is
     one minus the effective combined tax rate of the issuer of such Preferred
     Stock (expressed as a decimal) for such period (as estimated by the chief
     financial officer of the Company in good faith),

          (8)     interest incurred in connection with Investments in
     discontinued operations,

          (9)     interest accruing on any Indebtedness of any other Person to
     the extent such Indebtedness is Guaranteed by (or secured by the assets of)
     the Company or any Restricted Subsidiary, and

          (10)    the cash contributions to any employee stock ownership plan or
     similar trust to the extent such contributions are used by such plan or
     trust to pay interest or fees to any Person (other than the Company) in
     connection with Indebtedness Incurred by such plan or trust.

          "Consolidated Managed Subsidiary" means any Managed Entity the
accounts of which are consolidated with the Company and its Subsidiaries in
accordance with GAAP.

          "Consolidated Net Income" means, for any period, the net income of the
Company and its consolidated Subsidiaries; PROVIDED, HOWEVER, that there shall
not be included in such Consolidated Net Income:


                                                                              10

          (1)     any net income of any Person (other than the Company) if such
     Person is not a Restricted Subsidiary, except that

                  (A)  subject to the exclusion contained in clause (4) below,
          the Company's equity in the net income of any such Person for such
          period shall be included in such Consolidated Net Income up to the
          aggregate amount of cash actually distributed by such Person during
          such period to the Company or a Restricted Subsidiary as a dividend,
          interest payment or other distribution (subject, in the case of a
          dividend or other distribution paid to a Restricted Subsidiary, to the
          limitations contained in clause (3) below), and

                  (B)  the Company's equity in a net loss of any such Person for
          such period shall be included in determining such Consolidated Net
          Income;

          (2)     any net income (or loss) of any Person acquired by the Company
     or a Subsidiary in a pooling of interests transaction for any period prior
     to the date of such acquisition;

          (3)     any net income of any Restricted Subsidiary if such Restricted
     Subsidiary is subject to restrictions, directly or indirectly, on the
     payment of dividends or the making of distributions by such Restricted
     Subsidiary, directly or indirectly, to the Company, except that

                  (A)  subject to the exclusion contained in clause (4) below,
          the Company's equity in the net income of any such Restricted
          Subsidiary for such period shall be included in such Consolidated Net
          Income up to the aggregate amount of cash actually distributed by such
          Restricted Subsidiary during such period to the Company or another
          Restricted Subsidiary as a dividend or other distribution (subject, in
          the case of a dividend or other distribution paid to another
          Restricted Subsidiary, to the limitation contained in this clause);
          and

                  (B)  the Company's equity in a net loss of any such Restricted
          Subsidiary for such period shall be included in determining such
          Consolidated Net Income;


                                                                              11

          (4)     any gain or loss realized upon the sale or other disposition
     of any assets of the Company, its consolidated Subsidiaries or any other
     Person (including pursuant to any sale-and-leaseback arrangement) which are
     not sold or otherwise disposed of in the ordinary course of business and
     any gain or loss realized upon the sale or other disposition of any Capital
     Stock of any Person;

          (5)     extraordinary gains or losses; and

          (6)     the cumulative effect of a change in accounting principles;

in each case for such period. Notwithstanding the foregoing, for the purpose of
Section 4.04 only, there shall be excluded from Consolidated Net Income any
repurchases, repayments or redemptions of Investments, proceeds realized on the
sale of Investments or return of capital to the Company or a Restricted
Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or
returns increase the amount of Restricted Payments permitted under such section
pursuant to Section 4.04(a)(3)(D). For purposes of clause (3) above, a
Consolidated Managed Subsidiary shall not be deemed to be subject to
restrictions on the payment of dividends or the making of distributions to the
Company with respect to any amount that the Company or any Subsidiary Guarantor
has earned, but due to payment timing considerations has not yet received, from
such Consolidated Managed Subsidiary pursuant to a management services or
similar agreement.

          "Contingent Note Reserve" means the cash collateral account of Parent,
and any replacement thereto, which is under the control of the agent for the
lenders under the Credit Agreement and which relates to the prefunding of
obligations in respect of the Existing Contingent Notes.

          "Credit Agreement" means the Credit Agreement dated as of the Issue
Date by and among Parent, the Company, certain of its Subsidiaries, the lenders
referred to therein and Credit Suisse First Boston, as Administrative Agent,
together with the documents related thereto (including the term loans, revolving
loans, swingline loans and letters of credit made or issued thereunder, any
guarantees and security documents), as amended, extended, renewed, restated,
supplemented or otherwise modified (in whole or in part, and without limitation
as to amount, maturity, terms, conditions, covenants and other provisions) from
time to time, and any agreement (and related document) governing


                                                                              12

Indebtedness incurred to Refinance, in whole or in part, the borrowings, letters
of credit and commitments then outstanding or permitted to be outstanding under
such Credit Agreement or a successor Credit Agreement, whether by the same or
any other lender or group of lenders.

          "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement with respect to currency values.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "Designated Senior Indebtedness" means, with respect to a Person, (1)
the Bank Indebtedness and (2) any other Senior Indebtedness of such Person
which, at the date of determination, has an aggregate principal amount
outstanding of, or under which, at the date of determination, the holders
thereof are committed to lend up to, at least $75.0 million and is specifically
designated by such Person in the instrument evidencing or governing such Senior
Indebtedness as "Designated Senior Indebtedness" for purposes of this Indenture.

          "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon
the happening of any event:

          (1)     matures or is mandatorily redeemable (other than if redeemable
     only for Capital Stock of such Person which is not itself Disqualified
     Stock) pursuant to a sinking fund obligation or otherwise;

          (2)     is convertible or exchangeable at the option of the holder for
     Indebtedness or Disqualified Stock; or

          (3)     is mandatorily redeemable or must be purchased upon the
     occurrence of certain events or otherwise, in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the
Securities; PROVIDED, HOWEVER, that any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving holders thereof the right
to require such Person to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
first anniversary


                                                                              13

of the Stated Maturity of the Securities shall not constitute Disqualified Stock
if (1) the "asset sale" or "change of control" provisions applicable to such
Capital Stock are not more favorable to the holders of such Capital Stock than
the terms applicable to the Securities in Sections 4.06 and 4.09 and (2) any
such requirement only becomes operative after compliance with such terms
applicable to the Securities, including the purchase of any Securities tendered
pursuant thereto.

          The amount of any Disqualified Stock that does not have a fixed
redemption, repayment or repurchase price shall be calculated in accordance with
the terms of such Disqualified Stock as if such Disqualified Stock were
redeemed, repaid or repurchased on any date on which the amount of such
Disqualified Stock is to be determined pursuant to this Indenture; PROVIDED,
HOWEVER, that if such Disqualified Stock could not be required to be redeemed,
repaid or repurchased at the time of such determination, the redemption,
repayment or repurchase price shall be the book value of such Disqualified Stock
as reflected in the most recent financial statements of such Person.

          "Domestic Restricted Subsidiary" means any Restricted Subsidiary
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

          "EBITDA" for any period means the sum of Consolidated Net Income, plus
the following to the extent deducted in calculating such Consolidated Net
Income:

          (1)     all income tax expense of the Company and its consolidated
     Restricted Subsidiaries,

          (2)     Consolidated Interest Expense,

          (3)     depreciation and amortization expense of the Company and its
     consolidated Restricted Subsidiaries (excluding amortization expense
     attributable to a prepaid operating activity item that was paid in cash in
     a prior period),

          (4)     all other non-cash charges of the Company and its consolidated
     Restricted Subsidiaries (excluding any such non-cash charge to the extent
     that it represents an accrual of or reserve for cash expenditures in any
     future period), and

          (5)     any non-recurring fees, charges or other expenses made or
     Incurred in connection with the


                                                                              14

     Transactions that are paid or otherwise accounted for within 90 days of the
     consummation of the Transactions,

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interests) that the net income of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended to the Company or a Subsidiary Guarantor (or, in the case of
Consolidated Managed Subsidiary, paid to the Company or a Subsidiary Guarantor
pursuant to a management services or other similar agreement) by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

          "Exchange Act" means the U.S. Securities Exchange Act of 1934, as
amended.

          "Exchange Securities" has the meaning provided in the Appendix.

          "Existing Contingent Notes" means the contingent notes issued by
AmeriPath, Inc. or any of its Subsidiaries in connection with acquisitions prior
to the Issue Date and any earn-out obligations Incurred prior to the Issue Date
which are similar in nature thereto but which are not represented by actual
notes.

          "Fair Market Value" means, with respect to any asset or property,
the price which could be negotiated in an arm's-length, free market
transaction, for cash, between a willing seller and a willing and able buyer,
neither of whom is under undue pressure or compulsion to complete the
transaction. Fair Market Value shall be determined in good faith by the Board
of Directors of the Company, whose determination shall be conclusive and
evidenced by a resolution of such Board of Directors; PROVIDED, HOWEVER, that
for purposes of Section 4.04(a)(3)(B), if the Fair Market Value of the
property or assets in question is so determined to be in excess of $15.0
million, such determination must be confirmed by an Independent Qualified
Party. For purposes of determining Fair Market Value of Capital Stock, the
value of the Capital Stock of a Person


                                                                              15

shall be based upon such Person's property and assets, exclusive of goodwill or
any similar intangible asset.

          "Foreign Restricted Subsidiary" means any Restricted Subsidiary of the
Company that is not a Domestic Restricted Subsidiary.

          "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth,
in:

          (1)     the opinions and pronouncements of the Accounting Principles
     Board of the American Institute of Certified Public Accountants,

          (2)     statements and pronouncements of the Financial Accounting
     Standards Board,

          (3)     such other statements by such other entity as approved by a
     significant segment of the accounting profession, and

          (4)     the rules and regulations of the SEC governing the inclusion
     of financial statements (including pro forma financial statements) in
     periodic reports required to be filed pursuant to Section 13 of the
     Exchange Act, including opinions and pronouncements in staff accounting
     bulletins and similar written statements from the accounting staff of the
     SEC. All ratios and computations based on GAAP contained in this Indenture
     shall be computed in conformity with GAAP.

          "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

          (1)     to purchase or pay (or advance or supply funds for the
     purchase or payment of) such Indebtedness of such other Person (whether
     arising by virtue of partnership arrangements, or by agreements to
     keep-well, to purchase assets, goods, securities or services, to
     take-or-pay or to maintain financial statement conditions or otherwise) or

          (2)     entered into for the purpose of assuring in any other manner
     the obligee of such Indebtedness of the payment thereof or to protect such
     obligee against loss in respect thereof (in whole or in part);


                                                                              16

 PROVIDED, HOWEVER, that the term "Guarantee" shall not include endorsements for
 collection or deposit in the ordinary course of business. The term "Guarantee"
 used as a verb has a corresponding meaning.

          "Guaranty Agreement" means a supplemental indenture, substantially in
the form of Annex A to this Indenture, pursuant to which a Subsidiary Guarantor
guarantees the Company's obligations with respect to the Securities on the terms
provided for in this Indenture.

          "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement or Currency Agreement.

          "Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.

          "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Restricted Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred
by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a correlative meaning. Solely for
purposes of determining compliance with Section 4.03:

          (1)     amortization of debt discount or the accretion of principal
     with respect to a non-interest bearing or other discount security,

          (2)     the payment of regularly scheduled interest in the form of
     additional Indebtedness of the same instrument or the payment of regularly
     scheduled dividends on Capital Stock in the form of additional Capital
     Stock of the same class and with the same terms, and

          (3)     the obligation to pay a premium in respect of Indebtedness
     arising in connection with the issuance of a notice of redemption or the
     making of a mandatory offer to purchase such Indebtedness

shall not be deemed to be the Incurrence of Indebtedness.

          "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):


                                                                              17

          (1)     the principal in respect of (A) indebtedness of such Person
     for money borrowed and (B) indebtedness evidenced by notes, debentures,
     bonds or other similar instruments for the payment of which such Person is
     responsible or liable, including, in each case, any premium on such
     indebtedness to the extent such premium has become due and payable;

          (2)     all Capital Lease Obligations of such Person and all
     Attributable Debt in respect of Sale/Leaseback Transactions entered into by
     such Person;

          (3)     all obligations of such Person issued or assumed as the
     deferred purchase price of property, all conditional sale obligations of
     such Person and all obligations of such Person under any title retention
     agreement (but excluding trade accounts payable arising in the ordinary
     course of business);

          (4)     all obligations of such Person for the reimbursement of any
     obligor on any letter of credit, banker's acceptance or similar credit
     transaction (other than obligations with respect to letters of credit
     securing obligations (other than obligations described in clauses (1)
     through (3) above) entered into in the ordinary course of business of such
     Person to the extent such letters of credit are not drawn upon or, if and
     to the extent drawn upon, such drawing is reimbursed no later than the
     tenth Business Day following payment on the letter of credit);

          (5)     the amount of all obligations of such Person with respect to
     the redemption, repayment or other repurchase of any Disqualified Stock of
     such Person or any Preferred Stock of any Subsidiary of such Person, the
     principal amount of such Capital Stock to be determined in accordance with
     this Indenture (but excluding, in each case, any accrued dividends);

          (6)     all obligations of the type referred to in clauses (1) through
     (5) of other Persons and all dividends of other Persons for the payment of
     which, in either case, such Person is responsible or liable, directly or
     indirectly, as obligor, guarantor or otherwise, including by means of any
     Guarantee;

          (7)     all obligations of the type referred to in clauses (1) through
     (6) of other Persons secured by any Lien on any property or asset of such
     Person (whether or not such obligation is assumed by such Person), the
     amount of such obligation being deemed to be the lesser


                                                                              18

     of the value of such property or assets and the amount of the obligation so
     secured; and

          (8)     to the extent not otherwise included in this definition,
     Hedging Obligations of such Person.

Notwithstanding the foregoing, in connection with the purchase by the Company or
any Restricted Subsidiary of any business, the term "Indebtedness" shall exclude
post-closing payment adjustments to which the seller may become entitled to the
extent such payment is determined by a final closing balance sheet or such
payment depends on the performance of such business after the closing; PROVIDED,
HOWEVER, that, at the time of closing, the amount of any such payment is not
determinable and, to the extent such payment thereafter becomes fixed and
determined, the amount is paid within 45 days thereafter.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date; PROVIDED,
HOWEVER, that in the case of Indebtedness sold at a discount, the amount of such
Indebtedness at any time shall be the accreted value thereof at such time.

          "Indenture" means this Indenture as amended or supplemented from time
to time.

          "Independent Qualified Party" means an investment banking firm,
accounting firm or appraisal firm of national standing; PROVIDED, HOWEVER, that
such firm is not an Affiliate of the Company. With respect to any contract or
series of related contracts for the rendering of services entered into in the
ordinary course of business by the Company or any Restricted Subsidiary with any
other Person, "Independent Qualified Party" also shall include any Person who,
in the good faith judgment of the Board of Directors of the Company, has
sufficient expertise and industry knowledge to qualify as an expert with respect
to such contract or contracts; PROVIDED, HOWEVER, that such Person is not an
Affiliate of the Company.

          "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement with
respect to exposure to interest rates.


                                                                              19

          "Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. Except as otherwise provided for
herein, the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value.

          For purposes of the definition of "Unrestricted Subsidiary", the
definition of "Restricted Payment" and Section 4.04:

          (1)     "Investment" shall include the portion (proportionate to the
     Company's equity interest in such Subsidiary) of the fair market value of
     the net assets of any Subsidiary of the Company at the time that such
     Subsidiary is designated an Unrestricted Subsidiary; PROVIDED, HOWEVER,
     that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
     the Company shall be deemed to continue to have a permanent "Investment" in
     an Unrestricted Subsidiary equal to an amount (if positive) equal to (x)
     the Company's "Investment" in such Subsidiary at the time of such
     redesignation less (y) the portion (proportionate to the Company's equity
     interest in such Subsidiary) of the fair market value of the net assets of
     such Subsidiary at the time of such redesignation; and

          (2)     any property transferred to or from an Unrestricted Subsidiary
     shall be valued at its fair market value at the time of such transfer, in
     each case as determined in good faith by the Board of Directors of the
     Company.

          "Issue Date" means March 27, 2003.

          "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

          "Managed Entity" means any professional association or corporation
that employs or contracts with physicians engaged in a pathology practice and
has entered


                                                                              20

into a long-term management agreement with the Company or any Restricted
Subsidiary.

          "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other non-cash form), in each case net of:

          (1)     all legal, accounting, investment banking, brokerage title and
     recording tax expenses, commissions and other fees and expenses incurred,
     and all Federal, state, provincial, foreign and local taxes required to be
     paid or accrued as a liability under GAAP, as a consequence of such Asset
     Disposition,

          (2)     all payments made on any Indebtedness which is secured by any
     assets subject to such Asset Disposition, in accordance with the terms of
     any Lien upon or other security agreement of any kind with respect to such
     assets, or which must by its terms, or in order to obtain a necessary
     consent to such Asset Disposition, or by applicable law, be repaid out of
     the proceeds from such Asset Disposition,

          (3)     all distributions and other payments required to be made to
     minority interest holders in Restricted Subsidiaries or Managed Entities as
     a result of such Asset Disposition, and

          (4)     the deduction of appropriate amounts provided by the seller as
     a reserve, in accordance with GAAP, for adjustments in respect of the sale
     price of the assets that were the subject of such Asset Disposition or as a
     reserve, in accordance with GAAP, against any liabilities associated with
     the property or other assets disposed in such Asset Disposition and
     retained by the Company or any Restricted Subsidiary after such Asset
     Disposition.

          "Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock or Indebtedness, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other


                                                                              21

 fees actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

          "Obligations" means, with respect to any Indebtedness, all obligations
for principal, premium, interest, penalties, fees, indemnifications, expenses,
reimbursements, damages and other amounts payable pursuant to the documentation
governing such Indebtedness.

          "Offering Circular" means the final offering circular dated March 13,
2003 used in connection with the offering of the Initial Securities.

          "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, any Vice President, the Treasurer or the Secretary of
the Company.

          "Officers' Certificate" means a certificate signed by two Officers.

          "Opinion of Counsel" means a written opinion from legal counsel who is
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

          "Parent" means AmeriPath Holdings, Inc., a Delaware corporation, and
its successors.

          "Parent Board" means the Board of Directors of Parent or any committee
thereof duly authorized to act on behalf of such Board; PROVIDED, HOWEVER, that
for purposes of Section 4.09 this definition shall not include any such
committees.

          "Permitted Holders" means (i) Welsh, Carson, Anderson & Stowe IX, L.P.
and its Affiliates (including, without limitation, any investment partnership
under common control with Welsh, Carson, Anderson & Stowe IX, L.P.), (ii) any
officer, director, employee, partner, member or stockholder of the manager or
general partner of the foregoing Persons and (iii) any Related Parties with
respect to any of the foregoing Persons. Except for a Permitted Holder
specifically identified by name, in determining whether Voting Stock is owned by
a Permitted Holder, only Voting Stock acquired by a Permitted Holder in its
described capacity will be treated as "beneficially owned" by such Permitted
Holder.

          "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:


                                                                              22

          (1)     the Company, a Restricted Subsidiary or a Person that will,
     upon the making of such Investment, become a Restricted Subsidiary;
     PROVIDED, HOWEVER, that the primary business of such Restricted Subsidiary
     is a Related Business;

          (2)     another Person if, as a result of such Investment, such other
     Person is merged or consolidated with or into, or transfers or conveys all
     or substantially all its assets to, the Company or a Restricted Subsidiary;
     PROVIDED, HOWEVER, that such Person's primary business is a Related
     Business;

          (3)     cash and Temporary Cash Investments;

          (4)     receivables owing to the Company or any Restricted Subsidiary
     if created or acquired in the ordinary course of business and payable or
     dischargeable in accordance with customary trade terms; PROVIDED, HOWEVER,
     that such trade terms may include such concessionary trade terms as the
     Company or any such Restricted Subsidiary deems reasonable under the
     circumstances;

          (5)     payroll, travel and similar advances to cover matters that are
     expected at the time of such advances ultimately to be treated as expenses
     for accounting purposes and that are made in the ordinary course of
     business;

          (6)     loans or advances to employees made in the ordinary course of
     business consistent with past practices of the Company or such Restricted
     Subsidiary;

          (7)     stock, obligations or securities received in settlement of
     debts created in the ordinary course of business and owing to the Company
     or any Restricted Subsidiary or in satisfaction of judgments;

          (8)     any Person to the extent such Investment represents the
     non-cash portion of the consideration received for an Asset Disposition as
     permitted pursuant to Section 4.06;

          (9)     any Person where such Investment was acquired by the Company
     or any of its Restricted Subsidiaries (a) in exchange for any other
     Investment or accounts receivable held by the Company or any such
     Restricted Subsidiary in connection with or as a result of a bankruptcy,
     workout, reorganization or recapitalization of the issuer of such other
     Investment or accounts


                                                                              23

     receivable or (b) as a result of a foreclosure by the Company or any of its
     Restricted Subsidiaries with respect to any secured Investment or other
     transfer of title with respect to any secured Investment in default;

          (10)    any Person to the extent such Investments consist of prepaid
     expenses, negotiable instruments held for collection and lease, utility and
     workers' compensation, performance and other similar deposits made in the
     ordinary course of business by the Company or any Restricted Subsidiary;

          (11)    any Person to the extent such Investments consist of Hedging
     Obligations or Guarantees thereof otherwise permitted under Section 4.03;

          (12)    any Person to the extent that such Investments consist of
     non-cash consideration received in the form of securities, notes or similar
     obligations in connection with dispositions of obsolete or worn out assets
     permitted to be disposed of pursuant to this Indenture;

          (13)    any Investment to the extent acquired in exchange for the
     issuance of Capital Stock of Parent;

          (14)    payments to AmeriPath Indemnity, or any successor or
     additional captive insurance subsidiary established by the Company or its
     Subsidiaries, in an amount not to exceed the estimated actuarial
     self-insurance requirements of the Company and the Restricted Subsidiaries
     and any reasonable general corporate and overhead expenses of such captive
     insurance companies, as determined in good faith by the Company's chief
     financial officer;

          (15)    payments subject to reimbursement that are made by the Company
     or any Restricted Subsidiary in the ordinary course of business on behalf
     of any Managed Entity that is not a Consolidated Managed Subsidiary in
     connection with the provision of services to such Managed Entity;

          (16)    any Person to the extent such Investment in such Person
     existed on the Issue Date and any Investment that replaces, refinances or
     refunds such an Investment, PROVIDED that the new Investment is in an
     amount that does not exceed that amount replaced, refinanced or refunded
     and is made in the same Person as the Investment replaced, refinanced or
     refunded; and


                                                                              24

          (17)    Persons to the extent such Investments, when taken together
     with all other Investments made pursuant to this clause (17) outstanding on
     the date such Investment is made, do not exceed $10.0 million.

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends or distributions, or as to the
distribution of assets upon any voluntary or involuntary liquidation or
dissolution of such Person, over shares of Capital Stock of any other class of
such Person.

          "principal" of a Security means the principal of the Security plus the
premium, if any, payable on the Security which is due or overdue or is to become
due at the relevant time.

          "Qualified Equity Offering" means (i) an underwritten primary public
offering of common stock of the Company or Parent pursuant to an effective
registration statement under the Securities Act or (ii) any private placement of
common stock of the Company or Parent to any Person who is not a Permitted
Holder or any Affiliate thereof.

          "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

          "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; PROVIDED, HOWEVER, that:

          (1)     such Refinancing Indebtedness has a Stated Maturity no earlier
     than the Stated Maturity of the Indebtedness being Refinanced;


                                                                              25

          (2)     such Refinancing Indebtedness has an Average Life at the time
     such Refinancing Indebtedness is Incurred that is equal to or greater than
     the Average Life of the Indebtedness being Refinanced;

          (3)     such Refinancing Indebtedness has an aggregate principal
     amount (or, if Incurred with original issue discount, an aggregate issue
     price) that is equal to or less than the aggregate principal amount (or, if
     Incurred with original issue discount, the aggregate accreted value) then
     outstanding or committed (plus accrued interest thereon and fees and
     expenses, including any premium and defeasance costs) under the
     Indebtedness being Refinanced; and

          (4)     if the Indebtedness being Refinanced is subordinated in right
     of payment to the Securities, such Refinancing Indebtedness is subordinated
     in right of payment to the Securities at least to the same extent as the
     Indebtedness being Refinanced;

PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company, (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary,

          "Related Business" means any business in which the Company or its
Restricted Subsidiaries was engaged on the Issue Date and any business related,
ancillary or complementary to any business of the Company or its Restricted
Subsidiaries in which the Company or its Restricted Subsidiaries was engaged on
the Issue Date.

          "Related Parties" means, with respect to any specified Person at any
specified time,

          (1)     if a natural person, (A) any spouse, parent or lineal
                  descendant (including by adoption) of such Person or (B) the
                  estate of such Person during any period in which such estate
                  holds Capital Stock of Parent or of the Company for the
                  benefit of any Person referred to in clause (1)(A) above and

          (2)     if a trust, corporation, partnership, limited liability
                  company or other entity, any other Person that controls such
                  Person at such time. For the purposes of this definition,
                  "control" when used with respect to any Person means the power
                  to direct the


                                                                              26

                  management and policies of such Person, directly or
                  indirectly, whether through the ownership of voting
                  securities, by contract or otherwise.

          "Representative" means, with respect to a Person, any trustee, agent
or representative (if any) for an issue of Senior Indebtedness of such Person
or, if the holders of any Senior indebtedness do not have a trustee, agent or
representative, the holders of a majority of outstanding principal amount of
such Senior Indebtedness.

          "Restricted Payment" with respect to any Person means:

          (1)     the declaration or payment of any dividends or any other
     distributions of any sort in respect of its Capital Stock (including any
     payment in connection with any merger or consolidation involving such
     Person) or similar payment to the direct or indirect holders of its Capital
     Stock (other than dividends or distributions payable solely in its Capital
     Stock (other than Disqualified Stock) and dividends or distributions
     payable solely to the Company or a Restricted Subsidiary, and other than
     pro rata dividends or other distributions made by a Subsidiary that is not
     a Wholly Owned Subsidiary to minority stockholders (or owners of an
     equivalent interest in the case of a Subsidiary that is an entity other
     than a corporation)),

          (2)     the purchase, redemption or other acquisition or retirement
     for value of any Capital Stock of the Company held by any Person or of any
     Capital Stock of a Restricted Subsidiary held by any Affiliate of the
     Company (other than a Restricted Subsidiary), including in connection with
     any merger or consolidation and including the exercise of any option to
     exchange any Capital Stock (other than into Capital Stock of the Company
     that is not Disqualified Stock),

          (3)     the purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value, prior to scheduled maturity, scheduled
     repayment or scheduled sinking fund payment of any Subordinated Obligations
     or Existing Contingent Notes of such Person (other than the purchase,
     repurchase or other acquisition of Subordinated Obligations or Existing
     Contingent Notes purchased in anticipation of satisfying a sinking fund
     obligation, principal installment or final maturity, in each case due
     within


                                                                              27

     one year of the date of such purchase, repurchase or other acquisition), or

          (4)     the making of any Investment (other than a Permitted
     Investment) in any Person.

          "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary.

          "Revolving Credit Facility" means the revolving credit facility
contained in the Credit Agreement and any other facility or financing
arrangement that Refinances, in whole or in part, any such revolving credit
facility.

          "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter
acquired by the Company or a Restricted Subsidiary whereby the Company or a
Restricted Subsidiary transfers such property to a Person and the Company or a
Restricted Subsidiary leases it from such Person.

          "SEC" means the U.S. Securities and Exchange Commission.

          "Secured Indebtedness" means any Indebtedness of the Company secured
by a Lien.

          "Securities" means the Initial Securities, the Exchange Securities,
the Private Exchange Securities and the Additional Securities issued under this
Indenture.

          "Securities Act" means the U.S. Securities Act of 1933, as amended.

          "Senior Indebtedness" means, with respect to any Person:

          (1)     Indebtedness of such Person, whether outstanding on the Issue
     Date or thereafter Incurred, and

          (2)     all other Obligations of such Person (including interest
     accruing on or after the filing of any petition in bankruptcy or for
     reorganization relating to such Person whether or not post-filing interest
     is allowed in such proceeding) in respect of Indebtedness described in
     clause (1) above,

unless, in the case of clauses (1) and (2) above, in the instrument creating or
evidencing the same or pursuant to


                                                                              28

 which the same is outstanding, it is provided that such Indebtedness or other
 obligations are subordinate or PARI PASSU in right of payment to the Securities
 or the Subsidiary Guaranty of such Person, as the case may be; PROVIDED,
 HOWEVER, that Senior Indebtedness shall not include:

          (1)     any obligation of such Person to the Company or any
     Subsidiary;

          (2)     any liability for Federal, state, local or other taxes owed or
     owing by such Person;

          (3)     any accounts payable or other liability to trade creditors
     arising in the ordinary course of business (including guarantees thereof or
     instruments evidencing such liabilities);

          (4)     any Indebtedness or other obligation of such Person which is
     subordinate or junior in any respect to any other Indebtedness or other
     Obligation of such Person, including the Existing Contingent Notes; or

          (5)     that portion of any Indebtedness which at the time of
     Incurrence is Incurred in violation of this Indenture; PROVIDED, HOWEVER,
     that such Indebtedness shall be deemed not to have been Incurred in
     violation of this Indenture for purposes of this clause (5) if (x) the
     Holders of such Indebtedness or their Representative or the Company shall
     have furnished to the Trustee an opinion of nationally recognized
     independent legal counsel addressed to the Trustee (which legal counsel
     may, as to matters of fact, rely upon an Officers' Certificate) to the
     effect that the Incurrence of such Indebtedness does not violate the
     provisions of this Indenture or (y) such Indebtedness consists of
     Indebtedness under the Credit Agreement and Holders of such Indebtedness or
     their Representative (A) had no actual knowledge at the time of the
     Incurrence that the Incurrence of such Indebtedness violated this Indenture
     and (B) shall have received an Officers' Certificate to the effect that the
     Incurrence of such Indebtedness does not violate provisions of this
     Indenture.

          "Senior Subordinated Indebtedness" means, with respect to a Person,
the Securities (in the case of the Company), the Subsidiary Guaranty (in the
case of a Subsidiary Guarantor) and any other Indebtedness of such Person that
specifically provides that such Indebtedness is to rank PARI PASSU with the
Securities or such Subsidiary


                                                                              29

Guaranty, as the case may be, in right of payment and is not subordinated by its
terms in right of payment to any Indebtedness or other obligation of such Person
which is not Senior Indebtedness of such Person.

          "Significant Subsidiary" means any Restricted Subsidiary that would be
a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under
Regulation S-X promulgated by the SEC.

          "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

          "Subordinated Obligation" means, with respect to a Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the Securities
or a Subsidiary Guaranty of such Person, as the case may be, pursuant to a
written agreement to that effect.

          "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Voting Stock is at the time owned or controlled,
directly or indirectly, by (1) such Person, (2) such Person and one or more
Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. With
respect to the Company, "Subsidiary" also shall include each Consolidated
Managed Subsidiary.

          "Subsidiary Guarantor" means each Restricted Subsidiary of the Company
that executes this Indenture as a guarantor on the Issue Date and each other
Subsidiary of the Company that thereafter guarantees the Securities pursuant to
the terms of this Indenture, in each case until such Subsidiary is released from
its obligations under its Subsidiary Guaranty pursuant to the terms of this
Indenture.

          "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of
the Company's obligations with respect to the Securities.


                                                                              30

          "Temporary Cash Investments" means any of the following:

          (1)     any investment in direct obligations of the United States of
     America or any agency thereof or obligations guaranteed by the United
     States of America or any agency thereof,

          (2)     investments in demand and time deposit accounts, certificates
     of deposit and money market deposits maturing within 270 days of the date
     of acquisition thereof issued by a bank or trust company which is organized
     under the laws of the United States of America, any State thereof or any
     foreign country recognized by the United States of America, and which bank
     or trust company has, at the time of making of such investment, capital,
     surplus and undivided profits aggregating in excess of $50.0 million (or
     the foreign currency equivalent thereof) and has outstanding debt which is
     rated "A" (or such similar equivalent rating) or higher by at least one
     nationally recognized statistical rating organization (as defined in Rule
     436 under the Securities Act) or any money-market fund sponsored by a
     registered broker dealer or mutual fund distributor,

          (3)     repurchase obligations with a term of not more than 30 days
     for underlying securities of the types described in clause (1) above
     entered into with a bank meeting the qualifications described in clause (2)
     above,

          (4)     investments in commercial paper, maturing not more than 180
     days after the date of acquisition, issued by a corporation (other than an
     Affiliate of the Company) organized and in existence under the laws of the
     United States of America or any foreign country recognized by the United
     States of America with a rating at the time as of which any investment
     therein is made of "P-1" (or higher) according to Moody's Investors
     Service, Inc. or "A-l" (or higher) according to Standard and Poor's Ratings
     Group, Inc. and

          (5)     investments in securities with maturities of one year or less
     from the date of acquisition issued or fully guaranteed by any state,
     commonwealth or territory of the United States of America, or by any
     political subdivision or taxing authority thereof, and at the time of the
     making of such investment, rated at least "A" by Standard & Poor's Ratings
     Group, Inc. or "A" by Moody's Investors Service, Inc.


                                                                              31

          "Term Loan Facility" means the term loan facility contained in the
Credit Agreement and any other facility or financing arrangement that Refinances
in whole or in part any such term loan facility.

          "Transactions" means the merger contemplated by the Agreement and Plan
of Merger dated as of December 8, 2002, among Parent, Amy Acquisition Corp. and
AmeriPath, Inc. and each of the other transactions contemplated thereby, all as
more fully described in the Offering Circular.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the Issue Date.

          "Trustee" means U.S. Bank National Association, until a successor
replaces it and, thereafter, means the successor.

          "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

          "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

          "Unrestricted Subsidiary" means:

          (1)     AmeriPath Indemnity;

          (2)     any Subsidiary of the Company that at the time of
     determination shall be designated an Unrestricted Subsidiary by the Board
     of Directors of the Company in the manner provided below; and

          (3)     any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors of the Company may designate any Subsidiary of
the Company (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; PROVIDED, HOWEVER, that either (A) the
Subsidiary to be so designated has total assets of $1,000 or less or (B) if such
Subsidiary has assets greater than $1,000, such designation would be permitted
under Section 4.04.


                                                                              32

          The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that immediately
after giving effect to such designation (A) the Company could Incur $1.00 of
additional Indebtedness under Section 4.03 (a) and (B) no Default shall have
occurred and be continuing. Any such designation by the Board of Directors of
the Company shall be evidenced to the Trustee by promptly filing with the
Trustee a copy of the resolution of the Board of Directors of the Company giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the foregoing provisions.

          "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

          "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

          "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or one or more Wholly Owned Subsidiaries.

          SECTION 1.02.  OTHER DEFINITIONS.



                                                     DEFINED IN
                     TERM                             SECTION
                                                  
     "Affiliate Transaction" ................         4.07 (a)
     "Appendix" .............................         2.01
     "Bankruptcy Law" .................... ..         6.01
     "Blockage Notice" ......................        10.03;
                                                     12.03
     "Change of Control Offer" ..............         4.09 (b)
     "covenant defeasance option" ...........         8.01 (b)
     "CUSIP" ................................         2.12
     "Custodian" .............. ... ..... ...         6.01
     "Event of Default" .....................         6.01
     "Exchange Securities: ..... ............        Appendix
     "Initial Securities ....................        Appendix
     "ISIN" .................................         2.12



                                                                              33

                                             
     "legal defeasance option" ..............         8.01 (b)
     "Legal Holiday" ........................        13.08
     "Non-payment Default" ..................        10.03;
                                                     12.03
     "Offer" ................................         4.06 {b)
     "Offer Amount" .........................         4.06(c) (2)
     "Offer Period" .........................         4.06(c) (2)
     "Paying Agent" .........................         2.03
     "Payment Blockage Period" ..............        10.03;
                                                     12.03
     "Payment Default" ......................        10.03;
                                                     12.03
     "Private Exchange Securities" ..........        Appendix
     "Purchase Date" ........................         4.06{c) (1)
     "Registrar" ............................         2.03
     "Securities Obligations" ...............        11.01
     "Successor Company" ....................         5. 01 (a) (1)
     "Transfer Restricted Securities", ......        Appendix

     

          SECTION 1.03.  INCORPORATION BY REFERENCE OF TIA. This Indenture
is subject to the mandatory provisions of the TIA which are incorporated by
reference in and made a part of this Indenture. The following TIA terms have the
fol1owing meanings;

          "Commission" means the SEC;

          "indenture securities" means the Securities and the Subsidiary
Guaranties;

          "indenture security holder" means a Securityholder;
"indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the indenture securities means the Company, each
Subsidiary Guarantor and any other obligor on the indenture securities.

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by reference in the TIA to another statute or defined by SEC rule
have the meanings assigned to them by such definitions.

          SECTION 1.04.  RULES OF CONSTRUCTION. Unless the context
otherwise requires:

          (1)     a term has the meaning assigned to it;


                                                                              34

          (2)     an accounting term not otherwise defined has the meaning
     assigned to it in accordance with GAAP;

          (3)     "or" is not exclusive;

          (4)     "including" means including without limitation;

          (5)     words in the singular include the plural and words in the
     plural include the singular;

          (6)     unsecured Indebtedness shall not be deemed to be subordinate
     or junior to secured Indebtedness merely by virtue of its nature as
     unsecured Indebtedness;

          (7)     secured Indebtedness shall not be deemed to be subordinate or
     junior to any other secured Indebtedness merely because it has a junior
     priority with respect to the same collateral;

          (8)     the principal amount of any noninterest bearing or other
     discount security at any date shall be the principal amount thereof that
     would be shown on a balance sheet of the issuer dated such date prepared in
     accordance with GAAP;

          (9)     the principal amount of any Preferred Stock shall be (i) the
     maximum liquidation value of such Preferred Stock or (ii) the maximum
     mandatory redemption or mandatory repurchase price with respect to such
     Preferred Stock, whichever is greater; and

          (10)    all references to the date the Securities were originally
     issued shall refer to the Issue Date.

                                    ARTICLE 2

                                 THE SECURITIES

          SECTION 2.01.  FORM AND DATING. Provisions relating to the
Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto
(the "Appendix"), which is hereby incorporated in and expressly made part of
this Indenture. The Initial Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit 1 to the Appendix
which is hereby incorporated in and expressly made a part of this Indenture. The
Exchange Securities, the Private Exchange Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A,
which is


                                                                              35

hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(PROVIDED that any such notation, legend or endorsement is in a form acceptable
to the Company). Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in the Appendix and Exhibit A are part of
the terms of this Indenture.

          SECTION 2.02.  EXECUTION AND AUTHENTICATION. One Officer shall
sign the Securities for the Company by manual or facsimile signature.

          If an Officer whose signature is on a Security no longer holds that
office at the time the Trustee authenticates the Security, the Security shall be
valid nevertheless.

          A Security shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature shall be conclusive evidence that the Security has been authenticated
under this Indenture.

          The Trustee shall authenticate and deliver Securities as set forth in
the Appendix.

          The Trustee may appoint an authenticating agent reasonably acceptable
to the Company to authenticate the Securities. Any such appointment shall be
evidenced by an instrument signed by the Trustee, a copy of which shall be
furnished to the Company. Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent has the same rights as any
Registrar, Paying Agent or agent for service of notices and demands.

          SECTION 2.03.  REGISTRAR AND PAYING AGENT. The Company shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange. The
Company may have one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar. The term "Paying Agent"
includes any additional paying agent.


                                                                              36

          The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture, which shall incorporate
the terms of the TIA. The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a Registrar
or Paying Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07. The Company or any
Wholly Owned Subsidiary incorporated or organized within the United States of
America may act as Paying Agent or Registrar.

          The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Securities.

          The Company may remove any Registrar or Paying Agent upon written
notice to such Registrar or Paying Agent and to the Trustee; PROVIDED, HOWEVER,
that no such removal shall become effective until (i) acceptance of an
appointment by a successor as evidenced by an appropriate agreement entered into
by the Company and such successor Registrar or Paying Agent, as the case may be,
and delivered to the Trustee or (ii) notification to the Trustee that the
Trustee shall serve as Registrar or Paying Agent until the appointment of a
successor in accordance with clause (i) above. The Registrar or Paying Agent may
resign at any time upon written notice to the Company and the Trustee.

          SECTION 2.04.  PAYING AGENT TO HOLD MONEY IN TRUST. On or prior to
each due date of the principal of and interest on any Security, the Company
shall deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Securityholders or the Trustee all money held by the
Paying Agent for the payment of principal of or interest on the Securities and
shall notify the Trustee of any default by the Company in making any such
payment. If the Company or a Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section 2.04, the Paying Agent shall have no further
liability for the money delivered to the Trustee.


                                                                              37

          SECTION 2.05.  SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of all Securityholders and shall otherwise comply
with TIA ss. 312(a). If the Trustee is not the Registrar, the Company shall
furnish to the Trustee, in writing at least five Business Days before each
interest payment date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

                   SECTION 2.06. TRANSFER AND EXCHANGE. The Securities shall be
 issued in registered form and shall be transferable only upon the surrender of
 a Security for registration of transfer. When a Security is presented to the
 Registrar with a request to register a transfer, the Registrar shall register
 the transfer as requested if the requirements of this Indenture and Section
 8-401(1) of the Uniform Commercial Code are met. When Securities are presented
 to the Registrar with a request to exchange them for an equal principal amount
 of Securities of other denominations, the Registrar shall make the exchange as
 requested if the same requirements are met.

          To permit registration of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Securities at the Registrar's
request. The Company or the Registrar may require a Holder, among other things,
to pay a sum sufficient to pay all taxes, assessments or other governmental
charges in connection with any transfer or exchange pursuant to this Section.
The Company shall not be required to make and the Registrar need not register
transfers or exchanges of Securities selected for redemption (except, in the
case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment date.

          Prior to the due presentation for registration of transfer of any
Security, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent,
and the Registrar may deem and treat the Person in whose name a Security is
registered as the absolute owner of such Security for the purpose of receiving
payment of principal of and (subject to paragraph 2 of the Securities) interest,
if any, on such Security and for all other purposes whatsoever, whether or not
such Security is overdue, and none of the Company, any Subsidiary Guarantor, the
Trustee, the Paying Agent, or the Registrar shall be affected by notice to the
contrary.


                                                                              38

          All Securities issued upon any transfer or exchange pursuant to the
terms of this Indenture shall evidence the same debt and shall be entitled to
the same benefits under this Indenture as the Securities surrendered upon such
transfer or exchange.

          SECTION 2.07.  REPLACEMENT SECURITIES. If a mutilated Security is
surrendered to the Registrar or if the Holder of a Security claims that the
Security has been lost, destroyed or wrongfully taken, the Company shall issue
and the Trustee shall authenticate a replacement Security if the requirements of
Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies
any other reasonable requirements of the Trustee. If required by the Trustee or
the Company, such Holder shall furnish an indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company, the Trustee, the
Paying Agent and the Registrar from any loss which any of them may suffer if a
Security is replaced. The Company and the Trustee may charge the Holder for
their expenses in replacing a Security.

          Every replacement Security is an additional obligation of the Company.

          SECTION 2.08.  OUTSTANDING SECURITIES. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation and those described in this
Section 2.08 as not outstanding. A Security does not cease to be outstanding
because the Company or an Affiliate of the Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.

          If the Paying Agent segregates and holds in trust, in accordance with
this Indenture, on a redemption date or maturity date money sufficient to pay
all principal and interest payable on that date with respect to the Securities
(or portions thereof) to be redeemed or maturing, as the case may be, and the
Paying Agent is not prohibited from paying such money to the Securityholders on
that date pursuant to the terms of this Indenture, then on and after that date
such Securities (or portions thereof) cease to be outstanding and interest on
them ceases to accrue.

          SECTION 2.09.  TEMPORARY SECURITIES. Until definitive Securities are
ready for delivery, the Company


                                                                              39

may prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form of definitive Securities but may
have variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.

          SECTION 2.10.  CANCELLATION. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee, and no one else, shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

          SECTION 2.11.  DEFAULTED INTEREST. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(plus interest on such defaulted interest to the extent lawful) in any lawful
manner. The Company may pay the defaulted interest to the persons who are
Securityholders on a subsequent special record date. The Company shall fix or
cause to be fixed any such special record date and payment date to the
reasonable satisfaction of the Trustee and shall promptly mail to each
Securityholder a notice that states the special record date, the payment date
and the amount of defaulted interest to be paid.

          SECTION 2.12.  CUSIP NUMBERS. The Company in issuing the Securities
may use numbers assigned by the Committee on Uniform Securities Identification
Procedures ("CUSIP") and corresponding International Securities Identification
Numbers ("ISIN") (if then generally in use) and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Holders; PROVIDED,
HOWEVER, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company


                                                                              40

shall promptly notify the Trustee of any change in the CUSIP or ISIN numbers.

          SECTION 2.13.  ADDITIONAL SECURITIES. The Company shall be entitled,
subject to its compliance with Section 4.03, to issue Additional Securities
under this Indenture which shall have identical terms as the initial Securities
issued on the Issue Date, other than with respect to the date of issuance and
issue price. The Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange Securities issued in
exchange therefor shall be treated as a single class for all purposes under this
Indenture.

          With respect to any Additional Securities, the Company shall set forth
in a resolution of the Board of Directors and an Officers' Certificate, a copy
of each which shall be delivered to the Trustee, the following information:

          (1)     the aggregate principal amount of such Additional Securities
     to be authenticated and delivered pursuant to this Indenture;

          (2)     the issue price, the issue date and the CUSIP number of such
     Additional Securities; PROVIDED, HOWEVER, that no Additional Securities may
     be issued at a price that would cause such Additional Securities to have
     "original issue discount" within the meaning of Section 1273 of the Code;
     and

          (3)     whether such Additional Securities shall be Transfer
     Restricted Securities and issued in the form of Securities as set forth in
     the Appendix to this Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A.

                                    ARTICLE 3

                                   REDEMPTION

          SECTION 3.01.  NOTICES TO TRUSTEE. If the Company elects to redeem
Securities pursuant to paragraph 5 of the Securities, it shall notify the
Trustee in writing of the redemption date, the principal amount of Securities to
be redeemed and the paragraph of the Securities pursuant to which the redemption
will occur.

          The Company shall give each notice to the Trustee provided for in this
Section 3.01 at least 45 days but not


                                                                              41

 more than 60 days before the redemption date unless the Trustee consents to a
 shorter period. Such notice shall be accompanied by an Officers' Certificate
 from the Company to the effect that such redemption will comply with the
 conditions herein.

          SECTION 3.02.  SELECTION OF SECURITIES TO BE REDEEMED. If fewer than
all the Securities are to be redeemed, the Trustee shall select the Securities
to be redeemed pro rata or by lot or by a method that complies with applicable
legal and securities exchange requirements, if any, and that the Trustee in its
sole discretion shall deem to be fair and appropriate and in accordance with
methods generally used at the time of selection by fiduciaries in similar
circumstances. The Trustee shall make the selection from outstanding Securities
not previously called for redemption. The Trustee may select for redemption
portions of the principal of Securities that have denominations larger than
$1,000. Securities and portions of them the Trustee selects shall be in
principal amounts of $1,000 or a whole multiple of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions
of Securities called for redemption. The Trustee shall notify the Company
promptly of the Securities or portions of Securities to be redeemed.

          SECTION 3.03.  NOTICE OF REDEMPTION. At least 30 days but not more
than 60 days before a date for redemption of Securities, the Company shall mail
or cause to be mailed a notice of redemption by first-class mail to each Holder
of Securities to be redeemed at such Holder's registered address.

          The notice shall identify the Securities to be redeemed and shall
state:

          (1)     the redemption date;

          (2)     the redemption price;

          (3)     the name and address of the Paying Agent;

          (4)     that Securities called for redemption must be surrendered to
     the Paying Agent to collect the redemption price;

          (5)     if fewer than all the outstanding Securities are to be
     redeemed, the identification and principal amounts of the particular
     Securities to be redeemed;


                                                                              42

          (6)     that, unless the Company defaults in making such redemption
     payment or the Paying Agent is prohibited from making such payment pursuant
     to the terms of this Indenture, interest on Securities (or portion thereof)
     called for redemption ceases to accrue on and after the redemption date;
     and

          (7)     that no representation is made as to the correctness or
     accuracy of the CUSIP number, if any, listed in such notice or printed on
     the Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.03.

          SECTION 3.04.  EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is mailed, Securities called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date). Failure to give
notice or any defect in the notice to any Holder shall not affect the validity
of the notice to any other Holder.

          SECTION 3.05.  DEPOSIT OF REDEMPTION PRICE. On or prior to the
redemption date, the Company shall deposit with the Trustee or the Paying Agent
(or, if the Company or a Subsidiary is the Trustee or the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which have been
delivered by the Company to the Trustee for cancellation. The Trustee or the
Paying Agent will promptly return to the Company any money deposited with the
Trustee or the Paying Agent by the Company in excess of the amounts necessary to
pay the redemption price of and accrued interest on all Securities to be
redeemed.

          SECTION 3.06.  SECURITIES REDEEMED IN PART. Upon surrender of a
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.


                                                                              43

                                    ARTICLE 4

                                    COVENANTS

          SECTION 4.01.  PAYMENT OF SECURITIES. The Company shall promptly pay
or cause to be paid the principal of and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal
and interest shall be considered paid on the date due if on such date the
Trustee or the Paying Agent holds in accordance with this Indenture money
sufficient to pay all principal and interest then due and the Trustee or the
Paying Agent, as the case may be, is not prohibited from paying such money to
the Securityholders on that date pursuant to the terms of this Indenture.

          The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

          SECTION 4.02.  SEC REPORTS.

          (a)  Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
shall file with the SEC (to the extent the SEC will accept such filings) and, in
any event, shall provide the Trustee and Securityholders with such annual
reports and such information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation
subject to such Sections, at the times specified for the filings of such
information, documents and reports under such Sections; PROVIDED, HOWEVER, (x)
if the Company is exempt from the requirements of Section 13(a) or 15(d) of the
Exchange Act under Section 12h-5 of the Exchange Act, the Company shall not be
required to file such reports and documents with the SEC under Section 13(a) or
15(d) of the Exchange Act (or any successor provisions thereto) or provide such
annual reports and such information, documents and other reports to the Trustee
and the Securityholders so long as (i) Parent files such annual reports and such
information, documents and other reports with the SEC, (ii) Parent, the Company
and each Subsidiary Guarantor are in compliance with the requirements set forth
in Rule 3-10 of Regulation S-X under the Exchange Act and (iii) the Company
provides the Trustee and Securityholders with such annual reports and such
information, documents and other reports and (y) if the Issue Date occurs prior
to March 31, 2003, the Company shall not be required to prepare, file


                                                                              44

with the SEC or provide the Trustee or securityholders a Form 10-K for the year
ended December 31, 2002.

          (b)  At any time that any of the Company's Subsidiaries are
Unrestricted Subsidiaries, the quarterly and annual financial information
required by Section 4.02(a) shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations," of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

          (c)  The Company shall furnish to the Holders of the Securities and to
prospective investors, upon the requests of such Holders, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long any Securities are not freely transferable under the Securities Act.

          (d)  The Company shall comply with the other provisions of
TIA Section 314(a).

          SECTION 4.03.  LIMITATION ON INDEBTEDNESS.

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; PROVIDED,
HOWEVER, that the Company and its Restricted Subsidiaries shall be entitled to
Incur Indebtedness if, on the date of such Incurrence and after giving effect
thereto on a PRO FORMA basis, no Default has occurred and is continuing and the
Consolidated Coverage Ratio exceeds (i) 2.00 to 1,00, if such Incurrence occurs
on or prior to March 31, 2005, or (ii) 2.25 to 1.00, if such Incurrence occurs
after such date.

          (b)  Notwithstanding Section 4.03(a), the Company and the Restricted
Subsidiaries shall be entitled to Incur any or all of the following
Indebtedness:

          (1)  Indebtedness incurred by the Company and the Restricted
     Subsidiaries pursuant to any Revolving Credit Facility; PROVIDED, HOWEVER,
     that, immediately after giving effect to any such Incurrence, the aggregate
     principal amount of all Indebtedness Incurred under this Section 4.03
     (b)(1) and then outstanding does not exceed the greater of (A) $65.0
     million less the sum of all principal payments with respect to such
     Indebtedness pursuant to Section 4.06(a)(3)(A) that are


                                                                              45

     accompanied by corresponding permanent commitment reductions and (B) 85% of
     the book value of the accounts receivable of the Company and its Restricted
     Subsidiaries;

          (2)  Indebtedness Incurred by the Company and its Restricted
     Subsidiaries pursuant to any Term Loan Facility; PROVIDED, HOWEVER, that,
     after giving effect to any such Incurrence, the aggregate principal amount
     of all Indebtedness Incurred under this Section 4.03(b)(2) and then
     outstanding does not exceed $225.0 million less the aggregate sum of all
     principal payments actually made from time to time after the Issue Date
     with respect to such Indebtedness (other than principal payments made from
     any permitted Refinancings thereof);

          (3)  Indebtedness owed to and held by the Company or a Wholly Owned
     Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer
     of any Capital Stock that results in any such Wholly Owned Subsidiary
     ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such
     Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall
     be deemed, in each case, to constitute the Incurrence of such Indebtedness
     by the obligor thereon, (B) if the Company is the obligor on such
     Indebtedness, such Indebtedness is expressly subordinated to the prior
     payment in full in cash of all obligations with respect to the Securities
     and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such
     Indebtedness is expressly subordinated to the prior payment in full in cash
     of all obligations of such obligor with respect to its Subsidiary Guaranty;

          (4)  the Securities (other than any Additional Securities);

          (5)  Indebtedness outstanding on the Issue Date (other than
     Indebtedness described in clause (1), (2) , (3) or (4) of this Section
     4.03(b));

          (6)  Indebtedness of a Restricted Subsidiary Incurred and outstanding
     on or prior to the date on which such Subsidiary was acquired by the
     Company or another Restricted Subsidiary (other than Indebtedness Incurred
     in connection with, or to provide all or any portion of the funds or credit
     support utilized to consummate, the transaction or series of related
     transactions pursuant to which such Subsidiary became a Subsidiary or was
     acquired by the Company); PROVIDED,


                                                                              46

     HOWEVER, that on the date of such acquisition after giving PRO FORMA effect
     thereto, the Consolidated Coverage Ratio exceeds 2.00 to 1.00;

          (7)  Refinancing Indebtedness in respect of Indebtedness Incurred
     pursuant to Section 4.03(a) or pursuant to clause (4), (5) or (6) of this
     Section 4.03 (b) or this Section 4.03 (b)(7);

          (8)  Hedging Obligations consisting of Interest Rate Agreements
     directly related to Indebtedness permitted to be Incurred by the Company
     and its Restricted Subsidiaries pursuant to this Indenture and Hedging
     Obligations consisting of Currency Agreements directly related to foreign
     exchange exposure of the Company and its Restricted Subsidiaries;

          (9)  obligations in respect of performance, bid and surety bonds and
     completion guarantees and repayment obligations in connection with
     self-insurance requirements, or judgment, appeal, surety, performance or
     other like bonds, provided by the Company or any Restricted Subsidiary in
     the ordinary course of business;

          (10) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument drawn against
     insufficient funds in the ordinary course of business; PROVIDED, HOWEVER,
     that such Indebtedness is extinguished within five Business Days of its
     Incurrence;

          (11) Indebtedness consisting of the Subsidiary Guaranty of a
     Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor or the
     Company of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to
     Clause (1), (2), (3), (4) or (5) of this Section 4.03 (b) or pursuant to
     clause (7) of this Section 4.03(b) to the extent the Refinancing
     Indebtedness Incurred thereunder directly or indirectly Refinances
     Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (4)
     or (5) of this Section 4.03(b);

          (12) Indebtedness (including Capital Lease Obligations) Incurred by
     the Company or any of its Restricted Subsidiaries to finance the purchase,
     lease, construction or improvement of property (real or personal) or
     equipment (whether through the direct purchase of assets or the Capital
     Stock of any Person owning such assets) at the time of, or within 180 days


                                                                              47

     after, such purchase, lease or improvement in an aggregate principal amount
     which, when added together with the amount of Indebtedness previously
     incurred pursuant to this Section 4.03(b)(12) and then outstanding
     (including any Refinancing Indebtedness with respect thereto) does not
     exceed $5.0 million;

          (13) Indebtedness arising from agreements of the Company or a
     Restricted Subsidiary providing for indemnification, adjustment of purchase
     price or similar obligations, in each case, incurred in connection with the
     disposition of any business, assets or Subsidiary, other than Guarantees of
     Indebtedness Incurred by any Person acquiring all or any portion of such
     business, assets or Subsidiary; PROVIDED, HOWEVER, that the maximum
     aggregate liability in respect of all such Indebtedness shall at no time
     exceed the gross proceeds actually received by the Company or the
     Restricted Subsidiary in connection with such disposition; and

          (14) Indebtedness of the Company or of any of its Restricted
     Subsidiaries in an aggregate principal amount at any one time outstanding
     which, when taken together with all other Indebtedness of the Company and
     its Restricted Subsidiaries outstanding on the date of such Incurrence
     (other than indebtedness permitted by clauses (1) through (13) of this
     Section 4.03(b) or Section 4.03 (a)) does not exceed $25.0 million.

          (c)  Notwithstanding the foregoing, neither the Company nor any
Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if
the proceeds thereof are used, directly or indirectly, to Refinance any
Subordinated Obligations of the Company or any Subsidiary Guarantor unless such
Indebtedness shall be subordinated to the Securities or the applicable
Subsidiary Guaranty to at least the same extent as such Subordinated
Obligations.

          (d)  For purposes of determining compliance with this Section 4.03:

          (1)  any Bank Indebtedness Incurred on the Issue Date shall be deemed
     to have been Incurred under Section 4.03(b) (1) and (b) (2) ;

          (2)  in the event that an item of Indebtedness (or any portion
     thereof) meets the criteria of more than one of the types of Indebtedness
     described in Section 4.03(a) or (b), the Company, in its sole discretion,
     shall classify such item of Indebtedness


                                                                              48

     (or any portion thereof) at the time of Incurrence and shall only be
     required to include the amount and type of such Indebtedness in Section
     4.03(a) or one of the clauses in Section 4.03 (b);

          (3)  the Company shall be entitled to divide and classify an item of
     Indebtedness in more than one of the types of Indebtedness described in
     Section 4.03(a) or (b); and

          (4)  other than indebtedness classified pursuant to Section 4.03(d)
     (1), following the date of its Incurrence, any Indebtedness originally
     classified as Incurred pursuant to one of the clauses in Section 4.03(b)
     may later be reclassified by the Company such that it will be deemed as
     having been Incurred pursuant to another clause in Section 4.03(b) above,
     as applicable, to the extent that such reclassified Indebtedness could be
     Incurred pursuant to such new paragraph or clause at the time of such
     reclassification.

          (e)  Notwithstanding Sections 4.03(a) and (b), neither the Company
nor any Subsidiary Guarantor shall Incur (1) any Indebtedness if such
Indebtedness is subordinate or junior in any respect to any Senior
Indebtedness of the Company or such Subsidiary Guarantor, as applicable,
unless such Indebtedness is Senior Subordinated Indebtedness or is expressly
subordinated in right of payment to Senior Subordinated Indebtedness of the
Company or such Subsidiary Guarantor, as applicable, or (2) any Secured
Indebtedness that is not Senior Indebtedness of such Person unless
contemporaneously therewith such Person makes effective provision to secure
the Securities or the relevant Subsidiary Guaranty, as applicable, equally
and ratably with such Secured Indebtedness for so long as such Secured
Indebtedness is secured by a Lien; PROVIDED, HOWEVER, that the Existing
Contingent Notes will not be secured by any assets of Parent, the Company or
any Subsidiary of the Company at any time, except for Liens securing the
Existing Contingent Notes that arise by operation of law.

          (f)  Notwithstanding Sections 4.03(a) and (b), a Consolidated
Managed Subsidiary will not Incur any Indebtedness (other than Indebtedness
owed to the Company or any Subsidiary Guarantor) unless such Consolidated
Managed Subsidiary is a Subsidiary Guarantor at the time of such Incurrence.


                                                                              49

          SECTION 4.04.  LIMITATION ON RESTRICTED PAYMENTS.

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

          (1)  a Default shall have occurred and be continuing (or would result
     therefrom);

          (2)  the Company is not entitled to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.03(a); or

          (3)  the aggregate amount of such Restricted Payment and all other
     Restricted Payments since the issue Date would exceed the sum of (without
     duplication):

               (A)  50% of the Consolidated Net Income accrued during the period
          (treated as one accounting period) from the beginning of the fiscal
          quarter immediately following the fiscal quarter during which the
          Issue Date occurs to the end of the most recent fiscal quarter prior
          to the date of such Restricted Payment for which internal financial
          statements are then available, or, in case such Consolidated Net
          Income shall be a deficit, minus 100% of such deficit; PLUS

               (B)  100% of the aggregate Net Cash Proceeds and Fair Market
          Value of property or assets (other than Indebtedness) received by the
          Company from the issuance or sale of its Capital Stock (other than
          Disqualified Stock) subsequent to the Issue Date (other than an
          issuance or sale to a Subsidiary of the Company and other than an
          issuance or sale to an employee stock ownership plan or to a trust
          established by the Company or any of its Subsidiaries for the benefit
          of their employees) and 100% of any cash capital contribution received
          by the Company from its shareholders subsequent to the Issue Date, in
          each case other than any such Net Cash Proceeds or cash capital
          contributions that are attributable to releases of cash from the
          Contingent Note Reserve to pay for principal, interest and other
          obligations relating to the Existing Contingent Notes; PLUS


                                                                              50

               (C)  the amount by which Indebtedness of the Company is reduced
          on the Company's balance sheet upon the conversion or exchange
          subsequent to the Issue Date of any Indebtedness of the Company
          convertible or exchangeable for Capital Stock (other than Disqualified
          Stock) of the Company (less the amount of any cash, or the fair value
          of any other property, distributed by the Company upon such conversion
          or exchange); PROVIDED,. HOWEVER, that the foregoing amount shall
          not exceed the Net Cash Proceeds received by the Company or any
          Restricted Subsidiary from the sale of such Indebtedness (excluding
          Net Cash Proceeds from sales to a Subsidiary of the Company or to an
          employee stock ownership plan or to a trust established by the Company
          or any of its Subsidiaries for the benefit of their employees); PLUS

               (D)  an amount equal to the sum of (x) the net reduction in the
          Investments (other than Permitted Investments) made by the Company or
          any Restricted Subsidiary in any Person resulting from repurchases,
          repayments or redemptions of such Investments by such Person, proceeds
          realized on the sale of such Investment and proceeds representing the
          return of capital (excluding dividends and distributions to the extent
          included in Consolidated Net Income), in each case received by the
          Company or any Restricted Subsidiary, and (y) to the extent such
          Person is an Unrestricted Subsidiary, the portion (proportionate to
          the Company's equity interest in such Subsidiary) of the fair market
          value of the net assets of such Unrestricted Subsidiary at the time
          such Unrestricted Subsidiary is designated a Restricted Subsidiary;
          PROVIDED, HOWEVER, that the foregoing sum shall not exceed, in the
          case of any such Person or Unrestricted Subsidiary, the amount of
          Investments (excluding Permitted Investments) previously made (and
          treated as a Restricted Payment) by the Company or any Restricted
          Subsidiary in such Person or Unrestricted Subsidiary.

          (b)  The provisions of Section 4.04 (a) shall not prohibit:

          (1)  any Restricted Payment made out of the Net Cash Proceeds of the
     substantially concurrent sale of, or made by exchange for, Capital Stock of
     the Company


                                                                              51

     (other than Disqualified Stock and other than Capital Stock issued or sold
     to a Subsidiary of the Company or an employee stock ownership plan or to a
     trust established by the Company or any of its Subsidiaries for the benefit
     of their employees) or a substantially concurrent cash capital contribution
     received by the Company from its shareholders; provided, HOWEVER, that (A)
     such Restricted Payment shall be excluded in the calculation of the amount
     of Restricted Payments and (B) the Net Cash Proceeds from such sale or such
     cash capital contribution (to the extent so used for such Restricted
     Payment) shall be excluded from the calculation of amounts under Section
     4.04(a)(3)(B);

          (2)  any purchase, repurchase, redemption, defeasance or other
     acquisition or retirement for value of Subordinated Obligations of the
     Company or any Subsidiary Guarantor made by exchange for, or out of the
     proceeds of the substantially concurrent sale of, Subordinated Obligations
     of such Person which is permitted to be Incurred pursuant to Section 4.03;
     PROVIDED, HOWEVER, that such purchase, repurchase, redemption, defeasance
     or other acquisition or retirement for value shall be excluded in the
     calculation of the amount of Restricted Payments;

          (3)  dividends paid within 60 days after the date of declaration
     thereof if at such date of declaration such dividend would have complied
     with this Section 4,04; PROVIDED, HOWEVER, that at the time of payment of
     such dividend, no other Default shall have occurred and be continuing (or
     result therefrom); PROVIDED FURTHER, HOWEVER, that such dividend shall be
     included in the calculation of the amount of Restricted Payments;

          (4)  so long as no Default has occurred and is continuing, the
     repurchase or other acquisition of shares of Capital Stock of Parent or any
     of its Subsidiaries (or dividends made to Parent to consummate any such
     repurchase or other acquisition of Capital Stock) from employees, former
     employees, directors or former directors of Parent or any of its
     Subsidiaries (or permitted transferees of such employees, former employees,
     directors or former directors), pursuant to the terms of the agreements
     (including employment agreements) or plans (or amendments thereto) approved
     by the Parent Board under which such individuals purchase or sell or are
     granted the option to purchase or sell, shares of such Capital Stock;
     PROVIDED, HOWEVER, that the aggregate amount of such repurchases


                                                                              52

     and other acquisitions in any calendar year shall not exceed the lesser of
     (A) the sum of (x) $500,000 and (y) the aggregate amount of Restricted
     Payments permitted (but not made) in prior calendar years pursuant to this
     Section 4.04(b)(4) and (B) $2.5 million; PROVIDED FURTHER, HOWEVER, that
     such repurchases and other acquisitions shall be excluded in the
     calculation of the amount of Restricted Payments;

          (5)  dividends to Parent to be used by Parent solely to pay its
     franchise taxes and other fees required to maintain its corporate existence
     and to pay for general corporate and overhead expenses (including salaries
     and other compensation of employees) incurred by Parent in the ordinary
     course of its business; PROVIDED, HOWEVER, that such dividends shall not
     exceed $250,000 in any calendar year; PROVIDED FURTHER, HOWEVER, that such
     dividends shall be excluded in the calculation of the amount of Restricted
     Payments;

          (6)  dividends, distributions or advances to Parent to be used by
     Parent to pay Federal, state and local taxes payable by Parent and directly
     attributable to (or arising as a result of) the operations of the Company
     and the Restricted Subsidiaries; PROVIDED, HOWEVER, that (A) the amount of
     such dividends shall not exceed the amount that the Company and its
     Restricted Subsidiaries would be required to pay in respect of such
     Federal, state or local taxes were the Company to pay such taxes as a
     stand-alone taxpayer and (B) such dividends pursuant to this Section
     4.04(b)(6) are used by Parent for such purposes within 10 days of the
     receipt of such dividends; PROVIDED FURTHER, HOWEVER, that such dividends
     shall be excluded in the calculation of the amount of Restricted Payments;

          (7)  upon the occurrence of a Change of Control and within 60 days
     after the completion of the offer to repurchase the Securities pursuant to
     Section 4.09 (including the purchase of all Securities tendered), any
     purchase or redemption of Subordinated Obligations of the Company required
     pursuant to the terms thereof as a result of such Change of Control at a
     purchase or redemption price not to exceed 101% of the outstanding
     principal amount thereof, plus accrued and unpaid interest thereon, if any;
     PROVIDED, HOWEVER, that (A) at the time of such purchase or redemption, no
     Default shall have occurred and be continuing (or would result therefrom),
     (B) the Company would be able to Incur an additional $1.00 of Indebtedness
     pursuant to Section 4.03(a) after giving pro forma effect to such


                                                                              53

     Restricted Payment, (C) such purchase or redemption shall not be made,
     directly or indirectly, from the proceeds of (or made in anticipation of)
     any Issuance of Indebtedness by the Company or any Subsidiary and (D) such
     purchase or redemption shall be included in the calculation of the amount
     of Restricted Payments;

          (8)  payments to former stockholders of AmeriPath, Inc. in connection
     with the exercise of appraisal rights arising as a result of the
     Transactions under applicable law; PROVIDED, HOWEVER, that any such
     Restricted Payment shall be excluded in the calculation of the amount of
     Restricted Payments; and

          (9)  Restricted Payments in an amount which, when taken together with
     all Restricted Payments made pursuant to this Section 4.04(b)(9), does not
     exceed $10.0 million; PROVIDED, HOWEVER, that at the time of each such
     Restricted Payment, no Default shall have occurred and be continuing (or
     result therefrom) and such Restricted Payments shall be excluded in the
     calculation of the amount of Restricted Payments.

          SECTION 4.05.  LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM
RESTRICTED SUBSIDIARIES. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans or advances to the Company
or (c) transfer any of its property or assets to the Company, except:

          (1)  with respect to clauses (a), (b) and (c),

               (A)    any encumbrance or restriction pursuant to an agreement in
          effect at or entered into on the Issue Date;

               (B)    any encumbrance or restriction with respect to a
          Restricted Subsidiary pursuant to an agreement relating to any
          Indebtedness Incurred by such Restricted Subsidiary on or prior to the
          date on which such Restricted Subsidiary was acquired by the Company
          (other than Indebtedness Incurred as consideration in, or to provide
          all or any portion of the funds or credit support utilized to
          consummate, the transaction or series of related transactions pursuant
          to which such Restricted


                                                                              54

          Subsidiary became a Restricted Subsidiary or was acquired by the
          Company) and outstanding on such date;

               (C)    any encumbrance or restriction pursuant to an agreement
          effecting a Refinancing of Indebtedness Incurred pursuant to an
          agreement referred to in Section 4.05(1) (A) or 4.05(1) (B) or this
          Section 4.05(1) (C) or contained in any amendment to an agreement
          referred to in Section 4.05(1) (A) or 4.05(1) (B) or this Section
          4.05(1) (C); PROVIDED, HOWEVER, that the encumbrances and
          restrictions, taken as a whole, with respect to such Restricted
          Subsidiary contained in any such refinancing agreement or amendment
          are no less favorable to the Securityholders than encumbrances and
          restrictions with respect to such Restricted Subsidiary contained in
          such predecessor agreements;

               (D)    any encumbrance or restriction with respect to a
          Restricted Subsidiary imposed pursuant to an agreement entered into
          for the sale or disposition of all or substantially all the Capital
          stock or assets of such Restricted Subsidiary pending the closing of
          such sale or disposition;

               (E)    any restriction arising under applicable law, regulation
          or order;

               (F)    any encumbrance or restriction contained in the terms of
          any Indebtedness of the Company or any Restricted Subsidiary not
          Incurred in violation of this Indenture; PROVIDED, HOWEVER, that such
          encumbrances or restrictions, taken as a whole, are no more
          restrictive in the aggregate than those contained in this Indenture,
          as determined in good faith by the Company's Board of Directors, whose
          determination shall be conclusive;

               (G)    any encumbrance or restriction contained in any agreement
          or instrument governing Senior Indebtedness (including the Credit
          Agreement) not Incurred in violation of this Indenture; PROVIDED,
          HOWEVER, that such encumbrances or restrictions, taken as a whole, are
          no more restrictive in the aggregate than those contained in the
          Credit Agreement, as determined in good faith by the


                                                                              55

          Company's Board of Directors, whose determination shall be conclusive;
          and

               (H)    any encumbrance or restriction imposed on any Consolidated
          Managed Subsidiary by (and for the benefit of) the Company or any
          Subsidiary Guarantor; and

          (2)  with respect to clause (c) only,

               (A)    any encumbrance or restriction consisting of customary
          nonassignment provisions in leases governing leasehold interests or
          contracts to the extent such provisions restrict the transfer of the
          lease or the property leased thereunder or the contract;

               (B)    any encumbrance or restriction contained in security
          agreements or mortgages securing Indebtedness of a Restricted
          Subsidiary to the extent such encumbrance or restriction restricts the
          transfer of the property subject to such Security agreements or
          mortgages; and

               (C)    any encumbrance or restriction with respect to assets of a
          Restricted Subsidiary imposed pursuant to an agreement entered into
          for the sale or disposition of such assets.

          SECTION 4.06.  LIMITATION ON SALES OF ASSETS AND SUBSIDIARY
                         STOCK.

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Disposition
unless:

          (1)  the Company or such Restricted Subsidiary receives consideration
     at the time of such Asset Disposition at least equal to the Fair Market
     Value (including as to the value of all non-cash consideration) of the
     shares and assets subject to such Asset Disposition;

          (2)  at least 75% of the consideration thereof received by the Company
     or such Restricted Subsidiary is in the form of cash or cash equivalents;
     and

          (3)  an amount equal to 100% of the Net Available Cash from such Asset
     Disposition is applied by the Company (or such Restricted Subsidiary, as
     the case may be)


                                                                              56

               (A)    FIRST, to the extent the Company elects (or is required by
          the terms of any Indebtedness), to prepay, repay, redeem or purchase
          Senior Indebtedness of the Company or a Subsidiary Guarantor or
          Indebtedness (other than any Disqualified Stock) of a Wholly Owned
          Subsidiary (in each case other than Indebtedness owed to the Company
          or an Affiliate of the Company) within one year from the later of the
          date of such Asset Disposition or the receipt of such Net Available
          Cash;

               (B)    SECOND, to the extent of the balance of such Net Available
          Cash after application in accordance with Section 4.06(a)(3)(A), to
          the extent the Company elects, to acquire (or enter into a binding
          agreement to acquire, so long as such acquisition shall be consummated
          within 90 days after the end of the one-year period referred to below)
          Additional Assets within one year from the later of the date of such
          Asset Disposition or the receipt of such Net Available Cash; and

               (C)    THIRD, to the extent of the balance of such Net Available
          Cash after application in accordance with Section 4.06(a)(3)(A) and
          Section 4.06(a)(3) (B), to make an Offer to the holders of the
          Securities (and to holders of other Senior Subordinated Indebtedness
          of the Company or a Subsidiary Guarantor designated by the Company) to
          purchase Securities (and such other Senior Subordinated Indebtedness
          of the Company or a Subsidiary Guarantor) pursuant to and subject to
          the conditions of Section 4.06(b);

          PROVIDED, HOWEVER, that in connection with any prepayment, repayment
          or purchase of Indebtedness pursuant to Section 4.06(a)(3)(A) or
          Section 4.06(a)(3)(C), the Company or such Restricted Subsidiary shall
          permanently retire such Indebtedness and shall cause the related loan
          commitment (if any) to be permanently reduced in an amount equal to
          the principal amount so prepaid, repaid or purchased.

          Notwithstanding the foregoing provisions of this Section 4.06, the
Company and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this Section 4.06(a) except to the extent that
the aggregate Net Available Cash from all Asset Dispositions which is not
applied in accordance with this


                                                                              57

Section 4.06(a) exceeds $10.0 million. Pending application of Net Available Cash
pursuant to this Section 4.06(a), such Net Available Cash shall be invested in
Temporary Cash Investments or applied to temporarily reduce revolving credit
indebtedness.

          For the purposes of this Section 4.06(a), the following are deemed to
be cash or cash equivalents:

          (1)  the assumption of Indebtedness of the Company (other than
     obligations in respect of Disqualified Stock of the Company) or any
     Restricted Subsidiary (other than obligations in respect of Disqualified
     Stock or Preferred Stock of a Subsidiary Guarantor) and the release of the
     Company or such Restricted Subsidiary from all liability on such
     Indebtedness in connection with such Asset Disposition; and

          (2)  securities received by the Company or any Restricted Subsidiary
     from the transferee that are converted by the Company or such Restricted
     Subsidiary into cash within 90 days, to the extent of cash received in that
     conversion.

          (b)  In the event of an Asset Disposition that requires the purchase
of Securities (and other Senior Subordinated Indebtedness of the Company or a
Subsidiary Guarantor) pursuant to Section 4.06(a)(3)(C), the Company shall
purchase Securities tendered pursuant to an offer by the Company for the
Securities (and such other Senior Subordinated Indebtedness of the Company or a
Subsidiary Guarantor) (the "Offer") at a purchase price of 100% of their
principal amount (or, if other than the Securities, 100% of their principal
amount or, in the event such other Senior Subordinated Indebtedness of the
Company or a Subsidiary Guarantor was issued with significant original issue
discount, 100% of the accreted value thereof) without premium, plus accrued but
unpaid interest (or, in respect of such other Senior Subordinated Indebtedness
of the Company or a Subsidiary Guarantor, such lesser price, if any, as may be
provided for by the terms of such Senior Subordinated Indebtedness) in
accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 4.06(c). If the aggregate purchase price
of Securities (and any other Senior Subordinated Indebtedness) tendered pursuant
to the Offer exceeds the Net Available Cash allotted to their purchase, the
Company shall select the Securities and other Senior Subordinated Indebtedness
to be purchased on a pro rata basis but in round denominations, which in the
case of the Securities will be denominations of $1,000 principal amount or
multiples thereof. The Company


                                                                              58

shall not be required to make an Offer to purchase Securities (and other Senior
Subordinated Indebtedness of the Company or a Subsidiary Guarantor) pursuant to
this Section 4.06 if the Net Available Cash available therefor is less than
$10.0 million (which lesser amount shall be carried forward for purposes of
determining whether such an Offer is required with respect to the Net Available
Cash from any subsequent Asset Disposition). Upon completion of an Offer
pursuant to Section 4.06, Net Available Cash will be deemed to be reduced by the
aggregate amount of such offer.

          (c) (1) Promptly, and in any event within 10 days after the Company
     becomes obligated to make an Offer, the Company shall deliver to the
     Trustee and send, by first-class mail to each Holder, a written notice
     stating that the Holder may elect to have his Securities purchased by the
     Company either in whole or in part (subject to prorating as described in
     Section 4.06(b) in the event the Offer is oversubscribed) in integral
     multiples of $1,000 of principal amount, at the applicable purchase price.
     The notice shall specify a purchase date not less than 30 days nor more
     than 60 days after the date of such notice (the "Purchase Date") and shall
     contain such information concerning the business of the Company which the
     Company in good faith believes will enable such Holders to make an informed
     decision and all instructions and materials necessary to tender Securities
     pursuant to the Offer, together with the information contained in Section
     4.06(c)(3).

          (2)  Not later than the date upon which written notice of an Offer is
     delivered to the Trustee as provided below, the Company shall deliver to
     the Trustee an Officers' Certificate as to (A) the amount of the Offer (the
     "Offer Amount"), including information as to any other Senior Subordinated
     Indebtedness included in the Offer, (B) the allocation of the Net Available
     Cash from the Asset Dispositions pursuant to which such Offer is being made
     and (C) the compliance of such allocation with the provisions of Section
     4.06(a) and (b). On such date, the Company shall also irrevocably deposit
     with the Trustee or with a Paying Agent (or, if the Company is acting as
     its own Paying Agent, segregate and hold in trust) in Temporary Cash
     Investments, maturing on the last day prior to the Purchase Date or on the
     Purchase Date if funds are immediately available by open of business, an
     amount equal to the Offer Amount to be held for payment in accordance with
     the provisions of this Section 4.06.


                                                                              59

     If the Offer includes other Senior Subordinated Indebtedness, the deposit
     described in the preceding sentence may be made with any other paying agent
     pursuant to arrangements reasonably satisfactory to the Trustee. Upon the
     expiration of the period for which the Offer remains open (the "Offer
     Period"), the Company shall deliver to the Trustee for cancellation the
     Securities or portions thereof which have been properly tendered to and are
     to be accepted by the Company. The Trustee shall, on the Purchase Date,
     mail or deliver payment (or cause the delivery of payment) to each
     tendering Holder in the amount of the purchase price. In the event that the
     aggregate purchase price of the Securities delivered by the Company to the
     Trustee is less than the Offer Amount applicable to the Securities, the
     Trustee shall deliver the excess to the Company immediately after the
     expiration of the Offer Period for application in accordance with this
     Section 4.06.

          (3)  Holders electing to have a Security purchased shall be required
     to surrender the Security, with an appropriate form duly completed, to the
     Company at the address specified in the notice at least three Business Days
     prior to the Purchase Date. Holders shall be entitled to withdraw their
     election if the Trustee or the Company receives not later than one Business
     Day prior to the Purchase Date, a telex, facsimile transmission or letter
     setting forth the name of the Holder, the principal amount of the Security
     which was delivered for purchase by the Holder and a statement that such
     Holder is withdrawing his election to have such Security purchased. Holders
     whose Securities are purchased only in part shall be issued new Securities
     equal in principal amount to the unpurchased portion of the Securities
     surrendered.

          (4)  At the time the Company delivers Securities to the Trustee which
     are to be accepted for purchase, the Company shall also deliver an
     Officers' Certificate stating that such Securities are to be accepted by
     the Company pursuant to and in accordance with the terms of this Section
     4.06. A Security shall be deemed to have been accepted for purchase at the
     time the Trustee, directly or through an agent, mails or delivers payment
     therefor to the surrendering Holder.

          (d)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to


                                                                              60

this Section 4.06. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.06, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.06 by virtue of its
compliance with such securities laws or regulations.

          SECTION 4.07.  LIMITATION ON AFFILIATE TRANSACTIONS.

          (a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction") unless:

          (1)  the terms of the Affiliate Transaction are no less favorable to
     the Company or such Restricted Subsidiary than those that could be obtained
     at the time of the Affiliate Transaction in arm's-length dealings with a
     Person who is not an Affiliate;

          (2)  if such Affiliate Transaction involves an amount in excess of
     $5,0 million, the terms of the Affiliate Transaction are set forth in
     writing and a majority of the non-employee directors of the Company
     disinterested with respect to such Affiliate Transaction have determined in
     good faith that the criteria set forth in Section 4.07(a)(1) are satisfied
     and have approved the relevant Affiliate Transaction as evidenced by a
     resolution of such Board of Directors; and

          (3)  if such Affiliate Transaction involves an amount in excess of
     $15.0 million, the Board of Directors of the Company shall also have
     received a written opinion from an Independent Qualified Party to the
     effect that such Affiliate Transaction is fair, from a financial
     standpoint, to the Company and its Restricted Subsidiaries or is not less
     favorable to the Company and its Restricted Subsidiaries than could
     reasonably be expected to be obtained at the time in an arm's-length
     transaction with a Person who was not an Affiliate. For purposes of this
     clause (3) only, any contract or series of related contracts for the
     rendering of services entered into in the ordinary course of business by
     the Company or any Restricted Subsidiary with any other Person will not be
     deemed to


                                                                              61

     be in excess of $15.0 million if, when entered into, (x) the payments made
     by the Company and the Restricted Subsidiaries and (y) the value of
     services performed by the Company and the Restricted Subsidiaries in
     connection with such contract or series of related contracts do not exceed,
     and are not then reasonably expected by the Board of Directors of the
     Company in its good faith judgment to exceed, $15.0 million in any year.

          (b)  The provisions of Section 4.07(a) shall not prohibit:

          (1)  any Investment (other than a Permitted Investment) or other
     Restricted Payment (or any transaction that would constitute a Restricted
     Payment but for the exclusions from the definition thereof (other than
     Permitted Investments)), in each case permitted to be made pursuant to
     Section 4.04;

          (2)  any issuance of securities, or other payments, awards or grants
     in cash, securities or otherwise pursuant to, or the funding of, employment
     arrangements, stock options and stock ownership plans approved by the Board
     of Directors of the Company;

          (3)  loans or advances to employees in the ordinary course of business
     in accordance with the past practices of the Company or its Restricted
     Subsidiaries, but in any event not to exceed $2.5 million in the aggregate
     outstanding at any one time;

          (4)  transactions and agreements between or among the Company and the
     Restricted Subsidiaries;

          (5)  the payment of reasonable fees to directors of the Company and
     its Restricted Subsidiaries who are not employees of the Company or its
     Restricted Subsidiaries, and compensation and employee benefit arrangements
     paid to, and indemnity provided for the benefit of, directors, officers, or
     employees of the Company and its Restricted Subsidiaries in the ordinary
     course of business;

          (6)  any transaction with a Restricted Subsidiary or joint venture or
     similar entity which would constitute an Affiliate Transaction solely
     because the Company or a Restricted Subsidiary owns an equity interest in
     or otherwise controls such Restricted Subsidiary, joint venture or similar
     entity;


                                                                              62

          (7)  transactions or agreements between the Company and its Restricted
     Subsidiaries, on the one hand, and any Managed Entity that is not a
     Consolidated Managed Subsidiary, on the other hand; PROVIDED, HOWEVER, that
     any such transactions or agreements are no less favorable, in the
     aggregate, to the Company than arrangements in place as of the Issue Date;

          (8)  the issuance or sale of any Capital Stock (other than
     Disqualified Stock) of the Company; and

          (9)  any transaction or agreement described in the Offering Circular
     under "Certain Relationships and Related Transactions" and any amendment or
     renewal thereof on terms no less favorable in the aggregate to the Company
     and its Subsidiaries.

          SECTION 4.08.  LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF
RESTRICTED SUBSIDIARIES. The Company

          (a)  shall not, and shall not permit any Restricted Subsidiary to,
     sell, lease, transfer or otherwise dispose of any Capital Stock of any
     Restricted Subsidiary to any Person (other than (x) the Company or a Wholly
     Owned Subsidiary and (y) in the case of a Consolidated Managed Subsidiary,
     another nominee shareholder (PROVIDED that such Consolidated Managed
     Subsidiary does not cease to be a Consolidated Managed Subsidiary as a
     result of such disposition)) and

          (b)  shall not permit any Restricted Subsidiary to issue any of its
     Capital Stock (other than, if necessary, shares of its Capital Stock
     constituting directors' or other legally required qualifying shares) to any
     Person (other than to the Company or a Wholly Owned Subsidiary),

unless, in the case of either Section 4.08(a) or (b):

          (i)     immediately after giving effect to such issuance, sale or
     other disposition, neither the Company nor any of its Subsidiaries own any
     Capital Stock of such Restricted Subsidiary or

          (ii)    immediately after giving effect to such issuance, sale or
     other disposition, such Restricted Subsidiary would no longer constitute a
     Restricted Subsidiary and any Investment in such Person remaining after
     giving effect thereto is treated as a new Investment by the Company and
     such Investment would be permitted to be made under Section 4.04 if made on
     the date of such issuance, sale or other disposition.


                                                                              63

          SECTION 4.09.  CHANGE OF CONTROL.

          (a)  Upon the occurrence of a Change of Control, each Holder shall
have the right to require that the Company repurchase such Holder's Securities
at a purchase price in cash equal to 101% of the principal amount thereof on the
date of purchase plus accrued and unpaid interest, if any, to the date of
purchase (subject to the right of holders of record on the relevant record date
to receive interest due on the relevant interest payment date), in accordance
with the terms contemplated in Section 4.09(b). In the event that at the time of
such Change of Control the terms of any Senior Indebtedness of the Company
restrict or prohibit the purchase of Securities pursuant to this Section 4.09,
then prior to the mailing of the notice to Holders provided for in Section
4.09(b) below but in any event within 30 days following any Change of Control,
the Company shall (1) repay in full all such Senior Indebtedness or (2) obtain
the requisite consents under the agreements governing all such Senior
Indebtedness to permit the repurchase of the Securities as provided for in
Section 4.09(b).

          (b)  Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder with a copy to the Trustee (the "Change of Control
Offer") stating:

          (1)  that a Change of Control has occurred and that such Holder has
     the right to require the Company to purchase such Holder's Securities at a
     purchase price in cash equal to 101% of the principal amount thereof on the
     date of purchase, plus accrued and unpaid interest, if any, to the date of
     purchase (subject to the right of Holders of record on the relevant record
     date to receive interest on the relevant interest payment date);

          (2)  the circumstances and relevant facts regarding such Change of
     Control (including information with respect to pro forma historical income,
     cash flow and capitalization, in each case after giving effect to such
     Change of Control);

          (3)  the purchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (4)  the instructions, as determined by the Company, consistent with
     this Section 4.09, that a Holder must follow in order to have its
     Securities purchased.


                                                                              64

          (c)  Holders electing to have a Security purchased shall be required
to surrender the Security, with an appropriate form duly completed, to the
Company at the address specified in the notice at least three Business Days
prior to the purchase date. Holders shall be entitled to withdraw their election
if the Trustee or the Company receives not later than one Business Day prior to
the purchase date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of the Security which was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing his election to have such Security purchased.

          (d)  On the purchase date, all Securities purchased by the Company
under this Section 4.09 shall be delivered by the Company to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

          (e)  Notwithstanding the foregoing provisions of this Section 4.09,
the Company shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in Section 4.09(b) and purchases all Securities validly tendered and not
withdrawn under such Change of Control Offer.

          (f)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
Section 4.09. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.09, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Section 4.09 by virtue of its
compliance with such securities laws or regulations.

          SECTION 4.10.  LIMITATION ON LINE OF BUSINESS AND OPERATIONS. (a) The
Company shall not, and shall not permit any Restricted Subsidiary, to engage in
any business other than a Related Business.

          (b)  The Company shall not permit any Consolidated Managed Subsidiary
that is not a Subsidiary Guarantor to engage in any activities, hold any assets
or conduct any business that is not directly related to the performance of


                                                                              65

anatomic pathology services in the geographic territory in which such
Consolidated Managed Subsidiary operates.

          SECTION 4.11.  FUTURE GUARANTORS. The Company shall cause each future
Foreign Restricted Subsidiary that Guarantees any other Indebtedness of the
Company and each future Domestic Restricted Subsidiary that Incurs any
Indebtedness (other than in the case of any Consolidated Managed Subsidiary,
Indebtedness owed to the Company or any Subsidiary Guarantor) to, at the same
time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which
such Restricted Subsidiary shall Guarantee payment of the Securities on the same
terms and conditions as those set forth in this Indenture.

          SECTION 4.12.  CONTINGENT NOTE COLLATERAL ACCOUNT CONTRIBUTION. The
Company and Parent shall comply with the provisions set forth in Section 9.17(a)
of the Credit Agreement, as in effect on the Issue Date, requiring Parent to
make additional common equity contributions to the Company in connection with
obligations of the Company and its Subsidiaries under the Existing Contingent
Notes. Except as provided in Section 9.17(b) of the Credit Agreement, as in
effect on the issue Date, Parent shall not make any Restricted Payment with the
proceeds from the Contingent Note Reserve or any other cash collateral account
relating to the Existing Contingent Notes until all Obligations under each
Existing Contingent Note have been satisfied in full.

          SECTION 4.13.  COMPLIANCE CERTIFICATE. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

          SECTION 4.14.  FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


                                                                              66

                                    ARTICLE 5

                                SUCCESSOR COMPANY

          SECTION 5.01. WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.

          (a)  The Company shall not consolidate with or merge with or into, or
convey, transfer or lease, in one transaction or a series of transactions,
directly or indirectly, all or substantially all its assets to, any Person,
unless:

          (1) the resulting, surviving or transferee Person (the "Successor
     Company") shall be a Person organized and existing under the laws of the
     United States of America, any State thereof or the District of Columbia and
     the Successor Company (if not the Company) shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form reasonably satisfactory to the Trustee, all the obligations of the
     Company under the Securities and this Indenture;

          (2)  immediately after giving pro forma effect to such transaction
     (and treating any Indebtedness which becomes an obligation of the Successor
     Company or any Subsidiary as a result of such transaction as having been
     Incurred by such Successor Company or such Subsidiary at the time of such
     transaction), no Default shall have occurred and be continuing;

         (3)  immediately after giving pro forma effect to such transaction, the
     Successor Company would be able to Incur an additional $1.00 of
     Indebtedness pursuant to Section 4.03(a); and

          (4)  the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger or transfer and such supplemental indenture (if any)
     comply with this Indenture.

PROVIDED, HOWEVER, that clause (3) shall not be applicable to (A) the Company or
a Restricted Subsidiary consolidating with, merging into, conveying,
transferring or leasing all or part of its properties and assets to the Company
or a Subsidiary Guarantor or (B) the Company or a Restricted Subsidiary merging
with an Affiliate of the Company solely for the purpose and with the sole effect
of reincorporating


                                                                              67

the Company or a Restricted Subsidiary in another jurisdiction.

          For purposes of this Section 5.01(a), the sale, lease, conveyance,
assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company (other than to
the Company or any Wholly Owned Subsidiary), which properties and assets, if
held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

          The Successor Company (if not the Company) shall be the successor to
the Company and shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture, and the predecessor
Company, except in the case of a lease, shall be released from the obligation to
pay the principal of and interest on the Securities.

          (b)  The Company shall not permit any Subsidiary Guarantor to
consolidate with or merge with or into, or convey, transfer or lease, in one
transaction or a series of transactions, all or substantially all of its assets
to any Person unless:

          (1)  except in the case of a Subsidiary Guarantor that has been
     disposed of in its entirety to another Person (other than to the Company or
     a Subsidiary of the Company), whether through a merger, consolidation or
     sale of Capital Stock or assets, if in connection therewith the Company
     provides an Officers' Certificate to the Trustee to the effect that the
     Company will comply with its obligations under Section 4.06 in respect of
     such disposition, the resulting, surviving or transferee Person (if not
     such Subsidiary) shall be a Person organized and existing under the laws of
     the jurisdiction under which such Subsidiary was organized or under the
     laws of the United States of America, or any State thereof or the District
     of Columbia, and such Person shall expressly assume, by a Guaranty
     Agreement, in a form satisfactory to the Trustee, all the obligations of
     such Subsidiary, if any, under its Subsidiary Guaranty;

          (2)  immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation


                                                                              68

     of the resulting, surviving or transferee Person as a result of such
     transaction as having been issued by such Person at the time of such
     transaction), no Default shall have occurred and be continuing; and

          (3)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such Guaranty Agreement, if any, complies with this Indenture;

PROVIDED, HOWEVER, that this Section 5.01(b) shall not be applicable to any
Subsidiary Guarantor that consolidates with, merges with or into or conveys,
transfers or leases all or substantially all of its assets to the Company or
another Subsidiary Guarantor.

          (c)  Pursuant to this Indenture, so long as the Existing Contingent
Notes have not been satisfied in full and cash remains in the Contingent Note
Reserve, Parent agrees not to merge with or into, or convey, transfer or lease,
in one transaction or a series of transactions, all or substantially all of its
assets to any Person unless:

          (1)  the resulting, surviving or transferee Person (if not Parent)
     shall be a Person organized and existing under the laws of the jurisdiction
     under which Parent was organized or under the laws of the United States of
     America, or any State thereof or the District of Columbia, and such Person
     shall expressly assume all the obligations of Parent, if any, under this
     Indenture;

          (2)  immediately after giving effect to such transaction or
     transactions on a pro forma basis (and treating any Indebtedness which
     becomes an obligation of the resulting, surviving or transferee Person as a
     result of such transaction as having been issued by such Person at the time
     of such transaction), no Default shall have occurred and be continuing, and

          (3)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that such consolidation, merger or
     transfer and such assumption agreement, if any, complies with this
     Indenture.


                                                                              69

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

          SECTION 6.01.  EVENTS OF DEFAULT. An "Event of Default" occurs if:

          (1)  the Company defaults in any payment of interest on any Security
     when the same becomes due and payable, whether or not such payment shall be
     prohibited by Article 10, and such default continues for a period of 30
     days;

          (2)  the Company (i) defaults in the payment of the principal of any
     Security when the same becomes due and payable at its Stated Maturity, upon
     optional redemption, upon declaration of acceleration or otherwise, whether
     or not such payment shall be prohibited by Article 10, or (ii) fails to
     purchase Securities when required pursuant to this Indenture or the
     Securities, whether or not such purchase shall be prohibited by Article 10;

          (3)  the Company or Parent fails to comply with its obligations
     pursuant to Section 5.01;

          (4)  the Company or Parent fails to comply with Section 4.02, 4.03,
     4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10 or 4.12 (other than a failure to
     purchase Securities validly tendered when required under Section 4.06 or
     4.09) and such failure continues for 30 days after the notice specified
     below;

          (5)  the Company or any Subsidiary Guarantor fails to comply with any
     of its agreements in the Securities or this Indenture (other than those
     referred to in clause (1), (2), (3) or (4) above) and such failure
     continues for 60 days after the notice specified below;

          (6)  Indebtedness of Parent (so long as the Existing Contingent Notes
     have not been satisfied in full and cash remains in the Contingent Note
     Reserve), the Company, any Subsidiary Guarantor or any Significant
     Subsidiary is not paid within any applicable grace period after final
     maturity or is accelerated by the holders thereof because of a default and
     the total amount of such Indebtedness unpaid or accelerated exceeds $10.0
     million;

          (7)  Parent (so long as the Existing Contingent Notes have not been
     satisfied in full and cash remains


                                                                              70

     in the Contingent Note Reserve), the Company or any Significant Subsidiary
     pursuant to or within the meaning of any Bankruptcy Law:

               (A)    commences a voluntary case;

               (B)    consents to the entry of an order for relief against it in
          an involuntary case;

               (C)    consents to the appointment of a Custodian of it or for
          any substantial part of its property; or

               (D)    makes a general assignment for the benefit of its
          creditors;

     or takes any comparable action under any foreign laws relating to
     insolvency;

          (8)  a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that:

               (A)    is for relief against Parent (so long as the Existing
          Contingent Notes have not been satisfied in full and cash remains in
          the Contingent Note Reserve), the Company or any Significant
          Subsidiary in an involuntary case;

               (B)    appoints a Custodian of Parent (so long as the Existing
          Contingent Notes have not been satisfied in full and cash remains in
          the Contingent Note Reserve), the Company or any Significant
          Subsidiary or for any substantial part of its property; or

               (C)    orders the winding up or liquidation of Parent (so long as
          the Existing Contingent Notes have not been satisfied in full and cash
          remains in the Contingent Note Reserve), the Company or any
          Significant Subsidiary;

     or any similar relief is granted under any foreign laws and the order or
     decree remains unstayed and in effect for 60 days;

          (9)  any judgment or decree for the payment of money in excess of
     $10.0 million is entered against Parent (so long as the Existing Contingent
     Notes have not been satisfied in full and cash remains in the Contingent
     Note Reserve), the Company or any Significant Subsidiary, remains
     outstanding for a


                                                                              71

     period of 60 consecutive days following the entry of such judgment or
     decree and is not discharged, waived or the execution thereof stayed; or

          (10) any Subsidiary Guaranty ceases to be in full force and effect
     (other than in accordance with the terms of such Subsidiary Guaranty or, in
     the case of a Subsidiary Guarantor that is not a Significant Subsidiary,
     other than as a result of bankruptcy) or any Subsidiary Guarantor denies or
     disaffirms its obligations under its Subsidiary Guaranty, as the case may
     be.

          The foregoing shall constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

          The term "Bankruptcy Law" means Title 11, UNITED STATES CODE, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

          A Default under clause (4) or (5) is not an Event of Default until the
Trustee or the holders of at least 25% in principal amount of the outstanding
Securities notify the Company of the Default and the Company does not cure such
Default within the time specified after receipt of such notice. Such notice must
specify the Default, demand that it be remedied and state that such notice is a
"Notice of Default".

          The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clause (6) or (10) and any event which with the
giving of notice or the lapse of time would become an Event of Default under
clause (4) or (5) its status and what action the Company is taking or proposes
to take with respect thereto.

          SECTION 6.02.  ACCELERATION. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Securities by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on


                                                                              72

all the Securities to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately, PROVIDED that if
any Designated Senior Indebtedness is outstanding at such time, neither the
Company nor any Subsidiary Guarantor shall make any payment with respect to the
Securities until five Business Days after the Representatives of all the issues
of Designated Senior Indebtedness receive written notice of such acceleration
and, thereafter, any such payment shall be made only if the provisions of
Article 10 and 12 do not restrict payment at such time. If an Event of Default
specified in Section 6.01(7) or (8) with respect to the Company occurs, the
principal of and interest on all the Securities shall IPSO FACTO become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Securityholders. The Holders of a majority in principal
amount of the Securities by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

          SECTION 6.03.  OTHER REMEDIES. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of principal of or interest on the Securities or to enforce the performance of
any provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

          SECTION 6.04.  WAIVER OF PAST DEFAULTS. The Holders of a majority in
principal amount of the Securities by notice to the Trustee may waive an
existing Default and its consequences except (i) a Default in the payment of the
principal of or interest on a Security, (ii) a Default arising from the failure
to redeem or purchase any Security when required pursuant to this Indenture or
(iii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected. When a Default is
waived, it is deemed cured, but no such


                                                                              73

waiver shall extend to any subsequent or other Default or impair any consequent
right.

          SECTION 6.05.  CONTROL BY MAJORITY. The Holders of a majority in
principal amount of the Securities may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Securityholders or would involve the Trustee in personal
liability; PROVIDED, HOWEVER, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
from such Holders satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

          SECTION 6.06.  LIMITATION ON SUITS. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Securityholder may pursue any remedy with respect to this Indenture or the
Securities unless:

          (1)  the Holder gives to the Trustee written notice stating that an
     Event of Default is continuing;

          (2)  the Holders of at least 25% in principal amount of the
     outstanding Securities make a written request to the Trustee to pursue the
     remedy;

          (3)  such Holder or Holders offer to the Trustee reasonable security
     or indemnity against any loss, liability or expense;

          (4)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer of security or indemnity; and

          (5)  the Holders of a majority in principal amount of the outstanding
     Securities do not give the Trustee a direction inconsistent with the
     request during such 60-day period.

          A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.


                                                                              74

          SECTION 6.07.  RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Securities held by such Holder, on
or after the respective due dates expressed in the Securities, or to bring suit
for the enforcement of any such payment on or after such respective dates, shall
not be impaired or affected without the consent of such Holder.

          SECTION 6.08.  COLLECTION SUIT BY TRUSTEE. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

          SECTION 6.09.  TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

          SECTION 6.10.  PRIORITIES. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

          FIRST: to the Trustee for amounts due under Section 7.07;

          SECOND: to holders of Senior Indebtedness of the Company and the
     Subsidiary Guarantors, to the extent required by Articles 10 and 12;

          THIRD: to Securityholders for amounts due and unpaid on the Securities
     for principal and interest, ratably, without preference or priority of any
     kind, according to the amounts due and payable on the


                                                                              75

     Securities for principal and interest, respectively; and

          FOURTH: to the Company.

          The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

          SECTION 6.11.  UNDERTAKING FOR COSTS. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Securities.

          SECTION 6.12.  WAIVER OF STAY OR EXTENSION LAWS. The Company (to the
extent it may lawfully do so) shall not at any time insist upon, or plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                    ARTICLE 7

                                     TRUSTEE

          SECTION 7.01.  DUTIES OF TRUSTEE.

          (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent Person
would


                                                                              76

exercise or use under the circumstances in the conduct of such Person's own
affairs.

          (b)  Except during the continuance of an Event of Default:

          (1)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

          (2)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture.

          (c)  The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own wilful misconduct,
except that:

          (1)  this paragraph does not limit the effect of Section 7.01(b);

          (2)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

          (3)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05.

          (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

          (f)  Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.


                                                                              77

          (g)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

          (h)  Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 7.01 and to the provisions of the TIA.

          SECTION 7.02.  RIGHTS OF TRUSTEE.

          (a)  The Trustee may rely on any document believed by it to be genuine
and to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

          (c)  The Trustee may act through agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due care.

          (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; PROVIDED, HOWEVER, that, without limiting the effect of Section 7.01(b),
the Trustee's conduct does not constitute wilful misconduct or negligence.

          (e)  The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Securities shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

          (f)  Except with respect to Section 4.01, the Trustee shall have no
duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 4. In addition, the Trustee shall not be deemed
to have knowledge of an Event of Default except (i) any Default or Event of
Default occurring pursuant to Sections 4.01,


                                                                              78

6.01(1) or 6.02(2) or (ii) any Default or Event of Default of which the Trustee
shall have received written notification or obtained actually knowledge.

          (g)  Delivery of reports, information and documents to the Trustee
under Section 4.02 is for informational purposes only and the Trustee's receipt
of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

          SECTION 7.03.  INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent or Registrar may do the
same with like rights. However, the Trustee must comply with Sections 7.10 and
7.11.

          SECTION 7.04.  TRUSTEE'S DISCLAIMER. The Trustee shall not be
responsible for and makes no representation, warranty or certification as to the
validity or adequacy of this Indenture or the Securities except as contained in
the Trustee's certificate of authentication. The Trustee shall not be
accountable for the Company's use of the proceeds from the issuance and sale of
the Securities and shall not be responsible for any statement of the Company,
any initial purchaser or placement agent or any other Person made in connection
with the issuance and sale of the Securities, whether oral or written and
whether contained in this Indenture, any offering document or any other
document, certificate or instrument.

          SECTION 7.05.  NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the Default within 90 days after it occurs. Except in
the case of a Default in payment of principal of or interest on any Security,
the Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of Securityholders.

          SECTION 7.06.  REPORTS BY TRUSTEE TO HOLDERS. As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year for so long as
the Securities are outstanding, the Trustee shall mail to each


                                                                              79

Securityholder a brief report dated as of May 15 that complies with TIA Section
313(a). The Trustee also shall comply with TIA $ 313(b). The Trustee will also
transmit by mail all reports required by TIA $ 313(c).

          A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed in accordance with TIA Section 313(d). The Company agrees
to notify promptly the Trustee whenever the Securities become listed on any
stock exchange and of any delisting thereof.

          SECTION 7.07.  COMPENSATION AND INDEMNITY. The Company shall pay to
the Trustee from time to time such reasonable compensation as agreed to between
the Company and the Trustee for its acceptance of the responsibilities under
this Indenture. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable disbursements, advancements and expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services except any such expense as may arise from its
negligence, willful misconduct or bad faith. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Company shall indemnify
the Trustee against any and all loss, liability or expense (including reasonable
attorneys' fees) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder. The Trustee shall notify the
Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder. The Company shall defend the claim and the Trustee may
have separate counsel and the Company shall pay the reasonable fees and expenses
of such counsel; PROVIDED, HOWEVER, the Company should not be required to pay
such fees and expenses if it assumes the Trustee's defense, and, in the
Trustee's reasonable judgment, there is no conflict of interest between the
Company and the Trustee in connection with such defense. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld or delayed, nor reimburse any expense nor indemnify
against any loss, liability or expense incurred by the Trustee through the
Trustee's own wilful misconduct, negligence or bad faith.

          To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by


                                                                              80

the Trustee other than money or property held in trust to pay principal of and
interest on particular Securities. Such lien shall survive the satisfaction and
discharge of this Indenture.

          The Company's payment obligations pursuant to this Section 7.07 shall
survive the resignation and removal of the Trustee and the discharge of this
Indenture. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(7) or (8) with respect to the Company, the expenses
are intended to constitute expenses of administration under the Bankruptcy Law.

          The Trustee will comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

          SECTION 7.08.  REPLACEMENT OF TRUSTEE. The Trustee may resign at any
time by so notifying the Company. The Holders of a majority in principal amount
of the Securities may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee. The Company shall remove the Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;

          (2)  the Trustee is adjudged bankrupt or insolvent or an order for
     relief is entered with respect to any Bankruptcy Law;

          (3)  a receiver or other public officer takes charge of the Trustee or
     its property; or

          (4)  the Trustee otherwise becomes incapable of acting.

          If the Trustee resigns, is removed by the Company or by the Holders of
a majority in principal amount of the Securities and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer all
property held


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by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.

          If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee or the Holders of
10% in principal amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          Notwithstanding the replacement of the Trustee pursuant to this
Section 7.08, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

          SECTION 7.09.  SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Securities shall have been authenticated but not delivered,
any such successor to the Trustee may adopt the certificate of authentication of
any predecessor trustee, and deliver such Securities so authenticated; and in
case at that time any of the Securities shall not have been authenticated, any
successor to the Trustee may authenticate such Securities either in the name of
any predecessor hereunder or in the name of the successor to the Trustee; and in
all such cases such certificates shall have the full force which it is anywhere
in the Securities or in this Indenture provided that the certificate of the
Trustee shall have.

          SECTION 7.10.  ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Trustee shall comply with TIA
Section 310 (b); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in


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other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

          SECTION 7.11.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

                                    ARTICLE 8

                       DISCHARGE OF INDENTURE; DEFEASANCE

          SECTION 8.01.  DISCHARGE OF LIABILITY ON SECURITIES; DEFEASANCE.

          (a)  When (l) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (2) all outstanding Securities have become due and payable,
whether at maturity or on a redemption date as a result of the mailing of a
notice of redemption pursuant to Article 3 hereof and the Company irrevocably
deposits with the Trustee funds sufficient to pay at maturity or upon redemption
all outstanding Securities, including interest thereon to maturity or such
redemption date (other than Securities replaced pursuant to Section 2.07), and
if in either case the Company pays all other sums payable hereunder by the
Company, then this Indenture shall, subject to Section 8.01(c), cease to be of
further effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

          (b)  Subject to Sections 8.01(c) and 8.02, the Company at any time may
terminate (1) all its obligations under the Securities and this Indenture
("legal defeasance option") or (2) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12 and the operation of
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of
Sections 6.01(7) and (8), with respect only to Parent, Subsidiary Guarantors and
Significant Subsidiaries) and the limitations contained in Sections 5.01(a)(3)
("covenant defeasance option"). The Company may exercise its legal defeasance
option notwithstanding its prior exercise of its covenant defeasance option.


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          If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
Securities may not be accelerated because of an Event of Default specified in
Sections 6.01(4), 6.01(6), 6.01(7), 6,01(8) and 6.01(9) (but, in the case of
Sections 6.01 (7) and (8), with respect only to Parent, Subsidiary Guarantors
and Significant Subsidiaries) or because of the failure of the Company to comply
with Section 5.01(a)(3). If the Company exercises its legal defeasance option or
its covenant defeasance option, each Subsidiary Guarantor, if any, shall be
released from all its obligations with respect to its Subsidiary Guaranty
simultaneously with the exercise of either such option.

          Upon satisfaction of the conditions set forth herein and upon request
of the Company, the Trustee shall acknowledge in writing the discharge of those
obligations that the Company terminates.

          (c)  Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2,07, 2.08, 7.07 and 7.08 and in
this Article 8 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall
survive.

          SECTION 8.02.  CONDITIONS TO DEFEASANCE. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

          (1)  the Company irrevocably deposits in trust with the Trustee money
     or U.S. Government Obligations for the payment of principal of and interest
     on the Securities to maturity or redemption, as the case may be;

          (2)  the Company delivers to the Trustee a certificate from a
     nationally recognized firm of independent accountants expressing their
     opinion that the payments of principal and interest when due and without
     reinvestment on the deposited U.S. Government Obligations plus any
     deposited money without investment will provide cash at such times and in
     such amounts as will be sufficient to pay principal and interest when due
     on all the Securities to maturity or redemption, as the case may be;

          (3)  123 days pass after the deposit is made and during the 123-day
     period no Default specified in


                                                                              84

          Sections 6.01(7) or (8) with respect to the Company occurs which is
          continuing at the end of the period;

          (4)  the deposit does not constitute a default under any other
     agreement binding on the Company and is not prohibited by Article 10 or 12;

          (5)  in the case of the legal defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (A) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this Indenture there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such Opinion of Counsel shall confirm
     that, the Securityholders will not recognize income, gain or loss for
     Federal income tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the same manner and
     at the same times as would have been the case if such defeasance had not
     occurred;

          (6)  in the case of the covenant defeasance option, the Company shall
     have delivered to the Trustee an Opinion of Counsel to the effect that the
     Securityholders will not recognize income, gain or loss for Federal income
     tax purposes as a result of such covenant defeasance and will be subject to
     Federal income tax on the same amounts, in the same manner and at the same
     times as would have been the case if such covenant defeasance had not
     occurred; and

          (7)  the Company delivers to the Trustee an Officers' Certificate and
     an Opinion of Counsel, each stating that all conditions precedent to the
     defeasance and discharge of the Securities as contemplated by this Article
     8 have been complied with.

          Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article 3.

          SECTION 8.03.  APPLICATION OF TRUST MONEY. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to (and in
accordance with the provisions of) this Article 8. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal of and
interest on the Securities. Money and securities so held in trust are not
subject to Article 10.


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          SECTION 8.04,  REPAYMENT TO COMPANY. The Trustee and the Paying Agent
shall promptly turn over to the Company upon request any excess money or
securities held by them at any time.

          Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal or interest that remains unclaimed for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as general creditors.

          SECTION 8.05.  INDEMNITY FOR GOVERNMENT OBLIGATIONS. The Company shall
pay and shall indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against deposited U.S. Government Obligations or the principal
and interest received on such U.S. Government Obligations.

          SECTION 8.06.  REINSTATEMENT. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article 8 by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article 8 until such time as the Trustee
or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article 8; PROVIDED, HOWEVER, that, if the
Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or Paying Agent.

                                    ARTICLE 9

                                   AMENDMENTS

          SECTION 9.01.  WITHOUT CONSENT OF HOLDERS. Parent, the Company, the
Subsidiary Guarantors and the Trustee may amend this Indenture or the Securities
without notice to or consent of any Securityholder:

          (l)  to cure any ambiguity, omission, defect or inconsistency;


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          (2)  to comply with Article 5;

          (3)  to provide for uncertificated Securities in addition to or in
     place of certificated Securities; PROVIDED, HOWEVER, that the
     uncertificated Securities are issued in registered form for purposes of
     Section 163(f) of the Code or in a manner such that the uncertificated
     Securities are described in Section 163(f)(2)(B) of the Code;

          (4)  to add Guarantees with respect to the Securities, including any
     Subsidiary Guaranties, or to secure the Securities;

          (5)  to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power herein conferred upon the
     Company, Parent or a Subsidiary Guarantor;

          (6)  to comply with any requirements of the SEC in connection with
     qualifying, or maintaining the qualification of, this Indenture under the
     TIA; or

          (7)  to make any change that does not adversely affect the rights of
     any Securityholder.

          An amendment under this Section 9.01 may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness of the Company or a Subsidiary Guarantor then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

          After an amendment under this Section 9.01 becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.01.

          SECTION 9.02.  WITH CONSENT OF HOLDERS. The Company, the Subsidiary
Guarantors and the Trustee may amend this Indenture or the Securities without
notice to any Securityholder but with the written consent of the Holders of at
least a majority in principal amount of the Securities then outstanding
(including consents obtained in connection with a tender offer or exchange for
the Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:


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          (1)  reduce the amount of Securities whose Holders must consent to an
     amendment;

          (2)  reduce the rate of or extend the time for payment of interest on
     any Security;

          (3)  reduce the principal amount of or extend the Stated Maturity of
     any Security;

          (4)  change the provisions applicable to the redemption of any
     Security contained in Article 3 or paragraphs 5 or 6 of the Securities;

          (5)  make any Security payable in money other than that stated in the
     Security;

          (6)  impair the right of any Securityholder to receive payment of
     principal of and interest on such Holder's Securities on or after the due
     dates therefor or to institute suit for the enforcement of any payment on
     or with respect to such Holder's Securities;

          (7)  make any changes in the ranking or priority of any Security that
     would adversely affect the Securityholders;

          (8)  make any change in Section 6.04 or 6.07 or the second sentence of
     this Section 9.02; or

          (9)  make any change in, or release other than in accordance with
     Section 11.06 or 8.01(b), any Subsidiary Guaranty that would adversely
     affect the Securityholders.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

          An amendment under this Section 9.02 may not make any change that
adversely affects the rights under Article 10 or 12 of any holder of Senior
Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless
the holders of such Senior Indebtedness (or any group or representative thereof
authorized to give a consent) consent to such change.

          After an amendment under this Section 9.02 becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any defect


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therein, shall not impair or affect the validity of an amendment under this
Section 9.02.

          SECTION 9.03.  COMPLIANCE WITH TIA. Every amendment to this Indenture
or the Securities shall comply with the TIA as then in effect.

          SECTION 9.04.  REVOCATION AND EFFECT OF CONSENTS AND WAIVERS. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Securityholder. An
amendment or waiver becomes effective upon the execution of such amendment or
waiver by the Trustee.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Securityholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Securityholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

          SECTION 9.05.  NOTATION ON OR EXCHANGE OF SECURITIES. If an amendment
or waiver changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. Alternatively, if the Company or the Trustee so determines, the Company
in exchange for the Security shall issue and the Trustee shall authenticate a
new Security that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

          SECTION 9.06.  TRUSTEE TO SIGN AMENDMENTS. The Trustee shall sign any
amendment authorized pursuant to this


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Article 9 if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, and (subject to Section
7.01) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.

          SECTION 9.07.  PAYMENT FOR CONSENT. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Securities unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

                                   ARTICLE 10

                                  SUBORDINATION

          SECTION 10.01. AGREEMENT TO SUBORDINATE. The Company agrees, and each
Securityholder by accepting a Security agrees, that the Indebtedness and other
Obligations evidenced by the Securities is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
of all Obligations with respect to Senior Indebtedness of the Company (whether
outstanding on the Issue Date or thereafter incurred) and that the subordination
is for the benefit of and enforceable by the holders of such Senior
Indebtedness. The Securities shall in all respects rank PARI PASSU with all
other Senior Subordinated Indebtedness of the Company and only Indebtedness of
the Company that is Senior Indebtedness of the Company shall rank senior to the
Securities in accordance with the provisions set forth herein. All provisions of
this Article 10 shall be subject to Section 10.12.

          SECTION 10.02. LIQUIDATION, DISSOLUTION, BANKRUPTCY. Upon any payment
or distribution of the assets of the Company of any kind or character, whether
in cash, property or securities, to creditors upon any total or partial
liquidation or any total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership, winding-up, assignment for
the benefit of


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creditors, marshalling of assets or similar proceeding relating to the Company
or its property, whether voluntary or involuntary:

          (1)  the holders of Senior Indebtedness of the Company shall be
     entitled to receive payment in full in cash of all Obligations with respect
     to all such Senior Indebtedness before Securityholders shall be entitled to
     receive any payment or distribution of any kind or character with respect
     to the Securities or for the acquisition of any Securities for cash,
     property or otherwise; and

          (2)  until all such Senior Indebtedness is paid in full in cash, any
     payment or distribution to which Securityholders would be entitled but for
     this Article 10 shall be made to holders of such Senior Indebtedness as
     their interests may appear, except that Securityholders may receive shares
     of stock and any debt securities that are subordinated to such Senior
     Indebtedness to at least the same extent as the Securities.

          SECTION 10.03. DEFAULT ON SENIOR INDEBTEDNESS OF THE COMPANY The
Company shall not pay (in cash, property, securities or other assets), the
principal of, interest on or other Obligations owing with respect to the
Securities or make any deposit pursuant to Section 8.01 or 8.02 and may not
purchase, redeem or otherwise retire or acquire any Securities (collectively,
"pay the Securities") if either of the following (a "Payment Default") occurs
(1) any Obligations with respect to Senior Indebtedness of the Company are not
paid in full in cash when due or (2) any other default on Senior Indebtedness of
the Company occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms, unless, in either case, the Payment Default has
been cured or waived and any such acceleration has been rescinded or such Senior
Indebtedness has been paid in full in cash; PROVIDED, HOWEVER, that the Company
shall be entitled to pay the Securities without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representatives of all Senior Indebtedness with respect to which the Payment
Default has occurred and is continuing.

          During the continuance of any default (other than a Payment Default)
with respect to any Designated Senior Indebtedness of the Company pursuant to
which the maturity thereof may be accelerated immediately without further notice
(except such notice as may be required to effect such acceleration) or the
expiration of any applicable grace


                                                                              91

periods, the Company shall not pay the Securities for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "Blockage Notice") of such default from the
Representative of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter. The Payment
Blockage Period shall end earlier if such Payment Blockage Period is terminated

          (1)  by written notice to the Trustee and the Company from the Person
     or Persons who gave such Blockage Notice;

          (2)  because the default giving rise to such Blockage Notice is cured,
     waived or otherwise no longer continuing; or

          (3)  because such Designated Senior Indebtedness has been discharged
     or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two
sentences (but subject to the provisions contained in the first sentence of this
Section 10.03), unless the holders of such Designated Senior Indebtedness giving
such Blockage Notice or the Representatives of such Designated Senior
Indebtedness shall have accelerated the maturity of the Designated Senior
Indebtedness, the Company shall be entitled to resume payments on the Securities
after termination of such Payment Blockage Period. The Securities shall not be
subject to more than one Payment Blockage Period in any consecutive 360-day
period, irrespective of the number of defaults with respect to Designated Senior
Indebtedness of the Company during such period; PROVIDED, HOWEVER, that if any
Blockage Notice within such 360-day period is given by or on behalf of any
holders of Designated Senior Indebtedness of the Company (other than the Bank
Indebtedness), the Representative of the Bank Indebtedness shall be entitled to
give another Blockage Notice within such period; PROVIDED FURTHER, HOWEVER, that
in no event shall the total number of days during which any Payment Blockage
Period or Periods is in effect exceed 179 days in the aggregate during any 360
consecutive day period, and there must be 181 days during any consecutive
360-day period during which no Payment Blockage Period is in effect.

          For purposes of this Section 10.03, no default or event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness of the
Company initiating such Payment Blockage Period shall be, or be


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made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

          SECTION 10.04. ACCELERATION OF PAYMENT OF SECURITIES. If payment of
the Securities is accelerated because of an Event of Default, the Company or the
Trustee shall promptly notify in writing the holders of the Designated Senior
Indebtedness of the Company (or their Representatives) of the acceleration
(although the failure to give any such notice shall not affect the
subordinations of this Article 10). If any Designated Senior Indebtedness of the
Company is outstanding, neither the Company nor any Subsidiary Guarantor shall
pay the Securities until five Business Days after the Representatives of all the
issues of Designated Senior Indebtedness of the Company receive written notice
of such acceleration and, thereafter, the Company and the Subsidiary Guarantors
shall be entitled to pay the Securities (and the Securityholders may accept and
retain such payment) only if this Article 10 otherwise permits payment (and the
acceptance and retention) at that time.

          SECTION 10.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a distribution
or payment is made to the Trustee or Securityholders that because of this
Article 10 should not have been made to (or received by) them, the Trustee or
Securityholders who receive the distribution or payment shall hold it in trust
for holders of Senior Indebtedness of the Company and pay it over to them or
their Representatives as their interests may appear.

          SECTION 10.06. SUBROGATION. After all Senior Indebtedness of the
Company is paid in full in cash and until the Securities are paid in full,
Securityholders shall be subrogated to the rights of holders of Senior
Indebtedness to receive distributions applicable to such Senior Indebtedness. A
distribution made under this Article 10 to holders of Senior Indebtedness which
otherwise would have been made to Securityholders is not, as between the Company
and Securityholders, a payment by the Company on such Senior Indebtedness.

          SECTION 10.07. RELATIVE RIGHTS. This Article 10 defines the relative
rights of Securityholders and holders of Senior Indebtedness of the Company.
Nothing in this Indenture shall:


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          (1)  impair, as between the Company and Securityholders, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Securities in accordance with their terms;
     or

          (2)  prevent the Trustee or any Securityholder from exercising its
     available remedies upon a Default, subject to the rights of holders of
     Senior Indebtedness of the Company to receive distributions or payments
     otherwise payable to Securityholders.

          SECTION 10.08. SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY. No right
of any holder of Senior Indebtedness of the Company to enforce the subordination
of the Indebtedness evidenced by the Securities shall be impaired by any act or
failure to act by the Company or by its failure to comply with this Indenture.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from time
to time, without the consent of or notice to the Trustee or the Securityholders,
without incurring responsibility to the Trustee or the Securityholders and
without impairing or releasing the subordination provided in this Article 10 or
the obligations hereunder of the Trustee and the Securityholders to the holders
of such Senior Indebtedness, do any one or more of the following: (1) change the
manner, place, terms or time of payment or extend the time of payment of, or
renew or alter, such Senior Indebtedness or any instrument evidencing the same
or any agreement under which such Senior Indebtedness is outstanding; (2) sell,
exchange, impair, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Senior Indebtedness; (3) release any Person liable in
any manner for the collection or payment of such Senior Indebtedness; and (4)
exercise or refrain from exercising any rights against the Company or any other
Person.

          SECTION 10.09. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding
Section 10.03. the Trustee or Paying Agent shall continue to make payments on
the Securities and shall not be charged with knowledge of the existence of facts
that under this Article 10 would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a
Trust Officer of the Trustee receives notice satisfactory to it that such
payments are prohibited by this Article 10. The Company, the Registrar or
co-registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of the


                                                                              94

Company shall be entitled to give the notice; PROVIDED, HOWEVER, that, if an
issue of Senior Indebtedness of the Company has a Representative, only the
Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled
to hold Senior Indebtedness of the Company with the same rights it would have if
it were not Trustee. The Registrar and Co-registrar and the Paying Agent shall
be entitled to do the same with like rights. The Trustee shall be entitled to
all the rights set forth in this Article 10 with respect to any Senior
Indebtedness of the Company which may at any time be held by it, to the same
extent as any other holder of such Senior Indebtedness; and nothing in Article 7
shall deprive the Trustee of any of its rights as such holder. Nothing in this
Article 10 shall apply to claims of, or payments to, the Trustee (in its
capacity as such) under or pursuant to Section 7.07.

          SECTION 10.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever any
Person is to make a distribution or give a notice to holders of Senior
indebtedness of the Company, such Person shall be entitled to make such
distribution or give such notice to their Representative (if any).

          SECTION 10.11. ARTICLE 10 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO ACCELERATE. The failure to make a payment pursuant to the Securities by
reason of any provision in this Article 10 shall not be construed as preventing
the occurrence of a Default. Nothing in this Article 10 shall have any effect on
the right of the Securityholders or the Trustee to accelerate the maturity of
the Securities in accordance with Section 6.02.

          SECTION 10.12. TRUST MONEYS NOT SUBORDINATED. Notwithstanding anything
contained herein to the contrary, payments from money or the proceeds of U.S.
Government Obligations held in trust in accordance with Article 8 by the Trustee
for the payment of principal of and interest on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness of the Company or
subject to the restrictions set forth in this Article 10, and none of the
Securityholders shall be obligated to pay over any such amount to the Company or
any holder of Senior Indebtedness of the Company or any other creditor of the
Company.

          SECTION 10.13. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 10, the Trustee and the Securityholders
shall be entitled to rely


                                                                              95

          (1)  upon any order or decree of a court of competent jurisdiction in
     which any proceedings of the nature referred to in Section 10.02 are
     pending,

          (2)  upon a certificate of the liquidating trustee or agent or other
     Person making such payment or distribution to the Trustee or to the
     Securityholders or

          (3)  upon the Representatives of Senior Indebtedness of the Company

for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of such Senior Indebtedness and other
Indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 10.

          In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
Indebtedness of the Company to participate in any payment or distribution
pursuant to this Article 10, the Trustee shall be entitled to request such
Person to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and other
facts pertinent to the rights of such Person under this Article 10, and, if such
evidence is not furnished, the Trustee shall be entitled to defer any payment to
such Person pending judicial determination as to the right of such Person to
receive such payment. The provisions of Sections 7.01 and 7.02 shall be
applicable to all actions or omissions of actions by the Trustee pursuant to
this Article 10.

          SECTION 10.14. TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Securityholder by accepting a Security authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Senior Indebtedness of the Company as provided in this Article 10 and appoints
the Trustee as attorney-in-fact for any and all such purposes.

          SECTION 10.15. TRUSTEE MOT_FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF THE COMPANY. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Company and shall
not be liable to any such holders if it shall mistakenly pay over or


                                                                              96

distribute to Securityholders or the Company or any other Person, money or
assets to which any holders of Senior Indebtedness of the Company shall be
entitled by virtue of this Article 10 or otherwise.

          SECTION 10.16. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS OF THE
COMPANY ON SUBORDINATION PROVISIONS. Each Securityholder by accepting a Security
(whether upon original issue or upon transfer, assignment or exchange thereof)
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness of the Company, whether such Senior Indebtedness was created or
acquired before or after the issuance of the Securities, to acquire and continue
to hold, or to continue to hold, such Senior Indebtedness and such holder of
such Senior Indebtedness shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness.

                                   ARTICLE 11

                              SUBSIDIARY GUARANTIES

          SECTION 11.01. SUBSIDIARY GUARANTIES. Each Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Securities when due,
whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Company under this Indenture and the Securities and
(b) the full and punctual performance within applicable grace periods of all
other obligations of the Company under this Indenture and the Securities (all
the foregoing being hereinafter collectively called the "Securities
Obligations"). Each Subsidiary Guarantor further agrees that the Securities
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Subsidiary Guarantor and that such Subsidiary Guarantor
will remain bound under this Article 11 notwithstanding any extension or renewal
of any Securities Obligation.

          Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the Securities Obligations and also
waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Securities or the Securities


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Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by

          (a)  the failure of any Holder or the Trustee to assert any claim or
     demand or to enforce any right or remedy against the Company or any other
     Person (including any Subsidiary Guarantor) under this Indenture, the
     Securities or any other agreement or otherwise;

          (b)  any extension or renewal of any such claim, demand, right or
     remedy;

          (c)  any rescission, waiver, amendment or modification of any of the
     terms or provisions of this Indenture, the Securities or any other
     agreement;

          (d)  the release of any security held by any Holder or the Trustee for
     the Securities Obligations or any of them;

          (e)  the failure of any Holder or the Trustee to exercise any right or
     remedy against any other guarantor of the Securities Obligations; or

          (f)  except as set forth in Section 11.06, any change in the ownership
     of such Subsidiary Guarantor.

          Each Subsidiary Guarantor further agrees that its Subsidiary Guaranty
herein constitutes a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waives any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Securities Obligations.

          Each Subsidiary Guaranty is, to the extent and in the manner set forth
in Article 12, subordinated and subject in right of payment to the prior payment
in full of the principal of and premium, if any, and interest on all Senior
Indebtedness of the Subsidiary Guarantor giving such Subsidiary Guaranty and
each Subsidiary Guaranty is made subject to such provisions of this Indenture.

          Except as expressly set forth in Sections 8.01(b), 11.02 and 11.06,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or


                                                                              98

unenforceability of the Securities Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of each Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under this Indenture, the Securities or any other agreement, by any
waiver or modification of any thereof, by any default, failure or delay, willful
or otherwise, in the performance of the obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in
any manner or to any extent vary the risk of such Subsidiary Guarantor or would
otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law
or equity.

          Each Subsidiary Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Securities
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

          In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Securities Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Securities Obligation, each
Subsidiary Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of

          (1)  the unpaid amount of such Securities Obligations,

          (2)  accrued and unpaid interest on such Securities Obligations (but
     only to the extent not prohibited by law) and

          (3)  all other monetary Securities Obligations of the Company to the
     Holders and the Trustee.

          Each Subsidiary Guarantor agrees that it shall not be entitled to any
right of subrogation in respect of any Securities Obligations guaranteed hereby
until payment in full of all Securities Obligations and all obligations to which
the Securities Obligations are subordinated as


                                                                              99

provided in Article 12. Each Subsidiary Guarantor further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other hand,

          (x)  the maturity of the Securities Obligations Guaranteed hereby may
     be accelerated as provided in Article 6 for the purposes of such Subsidiary
     Guarantor's Subsidiary Guaranty herein, notwithstanding any stay,
     injunction or other prohibition preventing such acceleration in respect of
     the Securities Obligations guaranteed hereby, and

          (y)  in the event of any declaration of acceleration of such
     Securities Obligations as provided in Article 6, such Securities
     Obligations (whether or not due and payable) shall forthwith become due and
     payable by such Subsidiary Guarantor for the purposes of this Section
     11.01.

          Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section 11.01.

          SECTION 11.02. LIMITATION ON LIABILITY. Any term or provision of this
Indenture to the contrary notwithstanding, the maximum aggregate amount of the
Securities Obligations guaranteed hereunder by any Subsidiary Guarantor shall
not exceed the maximum amount that can be hereby guaranteed without rendering
this Indenture, as it relates to such Subsidiary Guarantor, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.

          SECTION 11.03. SUCCESSORS AND ASSIGNS. This Article 11 shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall
enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Securities shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions of this
Indenture.

          SECTION 11.04. NO WAIVER. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Article 11 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or


                                                                             100

further exercise of any right, power or privilege. The rights, remedies and
benefits of the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Article 11 at law, in equity, by statute or
otherwise.

          SECTION 11.05. MODIFICATION. No modification, amendment or waiver of
any provision of this Article 11, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Subsidiary Guarantor in any case shall
entitle such Subsidiary Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

          SECTION 11.06. RELEASE OF SUBSIDIARY GUARANTOR. Upon

          (i)    the sale (including any sale pursuant to any exercise of
     remedies by a holder of Senior Indebtedness of the Company or of such
     Subsidiary Guarantor) or other disposition (including by way of
     consolidation or merger) of a Subsidiary Guarantor,

          (ii)   the sale or disposition of all or substantially all the assets
     of such Subsidiary Guarantor or

          (iii)  upon the designation of such Subsidiary Guarantor as an
     Unrestricted Subsidiary pursuant to the terms of this Indenture,

such Subsidiary Guarantor shall be deemed released from all obligations under
this Article 11 without any further action required on the part of the Trustee
or any Holder, in each case other than a sale or disposition to Parent or a
Subsidiary of Parent. In the case of clauses (i) and (ii) above, the Company
shall provide an Officers' Certificate to the Trustee to the effect that the
Company will comply with its obligations under Section 4.06. At the request of
the Company, the Trustee shall execute and deliver an appropriate instrument
evidencing such release.

          SECTION 11.07. CONTRIBUTION. Each Subsidiary Guarantor that makes a
payment under its Subsidiary Guaranty shall be entitled upon payment in full of
all guarantied obligations under this Indenture to a contribution from each


                                                                             101

other Subsidiary Guarantor in an amount equal to such other Subsidiary
Guarantor's pro rata portion of such payment based on the respective net assets
of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP.

                                   ARTICLE 12

                     SUBORDINATION OF SUBSIDIARY GUARANTIES

          SECTION 12.01. AGREEMENT TO SUBORDINATE. Each Subsidiary Guarantor
agrees, and each Securityholder by accepting a Security agrees, that the
Indebtedness evidenced by such Subsidiary Guarantor's Subsidiary Guaranty is
subordinated in right of payment, to the extent and in the manner provided in
this Article 12, to the prior payment of all Senior Indebtedness of such
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
incurred) and that the subordination is for the benefit of and enforceable by
the holders of such Senior Indebtedness. The Securities Obligations of a
Subsidiary Guarantor shall in all respects rank PARI PASSU with all other Senior
Subordinated Indebtedness of such Subsidiary Guarantor and only Senior
Indebtedness of such Subsidiary Guarantor (including such Subsidiary Guarantor's
Guarantee of Senior Indebtedness of the Company) shall rank senior to the
Securities Obligations of such Subsidiary Guarantor in accordance with the
provisions set forth herein.

          SECTION 12.02. LIQUIDATION, DISSOLUTION. BANKRUPTCY. Upon any payment
or distribution of the assets of any Subsidiary Guarantor of any kind or
character, whether in cash, property or securities, to creditors upon a total or
partial liquidation or a total or partial dissolution of such Subsidiary
Guarantor or in a bankruptcy, reorganization, insolvency, receivership,
winding-up, assignment for the benefit of creditors, marshalling of assets or
similar proceeding relating to such Subsidiary Guarantor or its property whether
voluntary or involuntary:

          (1)  the holders of Senior Indebtedness of such Subsidiary Guarantor
     shall be entitled to receive payment in full in cash of all Obligations
     with respect to all such Senior Indebtedness before Securityholders shall
     be entitled to receive any payment or distribution of any kind or character
     with respect to any Obligations of such Subsidiary Guarantor; and

          (2)  until the Senior Indebtedness of such Subsidiary Guarantor is
     paid in full in cash, any payment or distribution to which Securityholders
     would


                                                                             102

     be entitled but for this Article 12 shall be made to holders of such Senior
     Indebtedness as their interests may appear, except that Securityholders may
     receive shares of stock and any debt securities that are subordinated to
     such Senior Indebtedness to at least the same extent as the Securities.

          SECTION 12.03. DEFAULT ON SENIOR INDEBTEDNESS OF SUBSIDIARY GUARANTOR.
No Subsidiary Guarantor shall make any payment (in cash, property, securities or
other assets) with respect to its Subsidiary Guaranty or purchase, redeem or
otherwise retire, acquire or defease any Securities or other Securities
Obligations (collectively, "pay its Subsidiary Guaranty") if either of the
following (a "Payment Default") occurs (1) any Senior Indebtedness of such
Subsidiary Guarantor is not paid in full in cash when due or (2) any other
default on Senior Indebtedness of such Subsidiary Guarantor occurs and the
maturity of such Senior Indebtedness is accelerated in accordance with its
terms, unless, in either case, the Payment Default has been cured or waived and
any such acceleration has been rescinded or such Senior Indebtedness has been
paid in full in cash; PROVIDED, HOWEVER, that any Subsidiary Guarantor shall be
entitled to make any payment with respect to its Subsidiary Guaranty without
regard to the foregoing if such Subsidiary Guarantor and the Trustee receive
written notice approving such payment from the Representatives of all Senior
Indebtedness with respect to which the Payment Default has occurred and is
continuing.

          During the continuance of any default (other than a Payment Default)
with respect to any Designated Senior Indebtedness of such Subsidiary Guarantor
pursuant to which the maturity thereof may be accelerated immediately without
further notice (except such notice as may be required to effect such
acceleration) or the expiration of any applicable grace periods, such Subsidiary
Guarantor shall not pay its Subsidiary Guaranty for a period (a "Payment
Blockage Period") commencing upon the receipt by the Trustee (with a copy to the
Company) of written notice (a "Blockage Notice") of such default from the
Representative of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter. The Payment
Blockage Period shall end earlier if such Payment Blockage Period is terminated

          (1)  by written notice to the Trustee and such Subsidiary Guarantor
     from the Person or Persons who gave such Blockage Notice;


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          (2)  because the default giving rise to such Blockage Notice is cured,
     waived or otherwise no longer continuing; or

          (3)  because such Designated Senior indebtedness has been discharged
     or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two
sentences (but subject to the provisions contained in the first sentence of this
Section 12.03), unless the holders of such Designated Senior Indebtedness giving
such Blockage Notice or the Representatives of such Designated Senior
Indebtedness shall have accelerated the maturity of such Designated Senior
indebtedness, any Subsidiary Guarantor shall be entitled to resume payments
pursuant to its Subsidiary Guaranty after termination of such Payment Blockage
Period. No Subsidiary Guaranty shall be subject to more than one Blockage Period
in any consecutive 360-day period, irrespective of the number of defaults with
respect to Designated Senior Indebtedness of such Subsidiary Guarantor during
such period; PROVIDED, HOWEVER, that if any Blockage Notice within such 360-day
period is given by or on behalf of any holders of Designated Senior Indebtedness
of such Subsidiary Guarantor (other than the Bank Indebtedness), the
Representative of the Bank Indebtedness shall be entitled to give another
Blockage Notice within such period; PROVIDED FURTHER, HOWEVER, that in no event
shall the total number of days during which any Payment Blockage Period or
Periods is in effect exceed 179 days in the aggregate during any 360 consecutive
day period, and there must be 181 days during any consecutive 360-day period
during which no Payment Blockage Period is in effect.

          For purposes of this Section 12.03, no default or event of default
which existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Indebtedness of such
Subsidiary Guarantor initiating such Payment Blockage Period shall be, or be
made, the basis of the commencement of a subsequent Payment Blockage Period by
the Representative of such Designated Senior Indebtedness, whether or not within
a period of 360 consecutive days, unless such default or event of default shall
have been cured or waived for a period of not less than 90 consecutive days.

          SECTION 12.04. DEMAND FOR PAYMENT. If a demand for payment is made on
a Subsidiary Guarantor pursuant to Article 11, the Trustee shall promptly notify
in writing the holders of the Designated Senior Indebtedness of such Subsidiary
Guarantor (or their Representatives) of such demand.


                                                                             104

          SECTION 12.05. WHEN DISTRIBUTION MUST BE PAID OVER. If a distribution
is made to the Trustee as the Securityholders that because of this Article 12
should not have been made to (or received by) them, the Trustee or the
Securityholders who receive the distribution or payment shall hold it in trust
for holders of Senior Indebtedness of the applicable Subsidiary Guarantor and
pay it over to them or their Representatives as their interests may appear.

          SECTION 12.06. SUBROGATION. After all Senior Indebtedness of a
Subsidiary Guarantor is paid in full in cash and until the Securities are paid
in full, Securityholders shall be subrogated to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness of such
Subsidiary Guarantor. A distribution made under this Article 12 to holders of
Senior Indebtedness which otherwise would have been made to Securityholders is
not, as between the relevant Subsidiary Guarantor and Securityholders, a payment
by such Subsidiary Guarantor on such Senior Indebtedness.

          SECTION 12.07. RELATIVE RIGHTS. This Article 12 defines the relative
rights of Securityholders and holders of Senior Indebtedness of a Subsidiary
Guarantor. Nothing in this Indenture shall:

          (1)  impair, as between a Subsidiary Guarantor and Securityholders,
     the obligation of such Subsidiary Guarantor, which is absolute and
     unconditional, to pay its Subsidiary Guaranty to the extent set forth in
     Article 11; or

          (2)  prevent the Trustee or any Securityholder from exercising its
     available remedies upon a default by such Subsidiary Guarantor under its
     Subsidiary Guaranty, subject to the rights of holders of Senior
     Indebtedness of such Subsidiary Guarantor to receive distributions
     otherwise payable to Securityholders.

          SECTION 12.08. SUBORDINATION MAY NOT BE IMPAIRED BY THE SUBSIDIARY
GUARANTORS. No right of any holder of Senior Indebtedness of any Subsidiary
Guarantor to enforce the subordination of the Subsidiary Guaranty of such
Subsidiary Guarantor shall be impaired by any act or failure to act by such
Subsidiary Guarantor or by such Subsidiary Guarantor's failure to comply with
this Indenture.

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of a Subsidiary Guarantor may, at any time
and from time to time, without the consent of or notice to the Trustee or the


                                                                             105

Securityholders, without incurring responsibility to the Trustee or the
Securityholders and without impairing or releasing the subordination provided in
this Article 12 or the obligations hereunder of the Trustee and the
Securityholders to the holders of such Senior Indebtedness, do any one or more
of the following: (1) change the manner, place, terms or time of payment or
extend the time of payment of, or renew or alter, such Senior Indebtedness or
any instrument evidencing the same or any agreement under which such Senior
Indebtedness is outstanding; (2) sell, exchange, impair, release or otherwise
deal with any property pledged, mortgaged or otherwise securing such Senior
Indebtedness; (3) release any Person liable in any manner for the collection or
payment of such Senior Indebtedness; and (4) exercise or refrain from exercising
any rights against such Subsidiary Guarantor or any other Person.

          SECTION 12.09. RIGHTS OF TRUSTEE AND PAYING AGENT. Notwithstanding
Section 12.03, the Trustee or Paying Agent shall continue to make payments on
any Subsidiary Guaranty and shall not be charged with knowledge of the existence
of facts under this Article 12 that would prohibit the making of any such
payments unless, not less than two Business Days prior to the date of such
payment, a Trust Officer of the Trustee receives written notice satisfactory to
it that such payments are prohibited by this Article 12. The Company, the
relevant Subsidiary Guarantor, the Registrar or co-registrar, the Paying Agent,
a Representative or a holder of Senior Indebtedness of such Subsidiary Guarantor
shall be entitled to give the notice; PROVIDED, HOWEVER, that, if an issue of
Senior Indebtedness of any Subsidiary Guarantor has a Representative, only the
Representative shall be entitled to give the notice.

          The Trustee in its individual or any other capacity shall be entitled
to hold Senior Indebtedness of any Subsidiary Guarantor with the same rights it
would have if it were not the Trustee. The Registrar and co-registrar and the
Paying Agent may do the same with like rights. The Trustee shall be entitled to
all the rights set forth in this Article 12 with respect to any Senior
Indebtedness of any Subsidiary Guarantor which may at any time be held by it, to
the same extent as any other holder of such Senior Indebtedness; and nothing in
Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article 12 shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.07.

          SECTION 12.10. DISTRIBUTION OR NOTICE TO REPRESENTATIVE. Whenever any
Person is to make a


                                                                             106

distribution or give a notice to holders of Senior Indebtedness of any
Subsidiary Guarantor, such Person shall be entitled to make such distribution or
give such notice to their Representative (if any).

          SECTION 12.11. ARTICLE 12 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT
RIGHT TO DEMAND PAYMENT. The failure to make a payment pursuant to a Subsidiary
Guaranty by reason of any provision in this Article 12 shall not be construed as
preventing the occurrence of a Default. Nothing in this Article 12 shall have
any effect on the right of the Securityholders or the Trustee to make a demand
for payment on any Subsidiary Guarantor pursuant to its Subsidiary Guaranty.

          SECTION 12.12. TRUSTEE ENTITLED TO RELY. Upon any payment or
distribution pursuant to this Article 12, the Trustee and the Securityholders
shall be entitled to rely

          (1)  upon any order or decree of a court of competent jurisdiction in
     which any proceedings of the nature referred to in Section 12.02 are
     pending,

          (2)  upon a certificate of the liquidating trustee or agent or other
     Person making such payment or distribution to the Trustee or to the
     Securityholders or

          (3)  upon the Representatives for the holders of Senior Indebtedness
     of any Subsidiary Guarantor

for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of such Senior Indebtedness and other
Indebtedness of such Subsidiary Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 12.

          In the event that the Trustee determines, in good faith, that evidence
is required with respect to the right of any Person as a holder of Senior
indebtedness of any Subsidiary Guarantor to participate in any payment or
distribution pursuant to this Article 12, the Trustee shall be entitled to
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Indebtedness of such Subsidiary Guarantor
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article 12, and, if such evidence is not furnished, the
Trustee shall be entitled to defer any payment to such


                                                                             107

Person pending judicial determination as to the right of such Person to receive
such payment. The provisions of Sections 7.01 and 7.02 shall be applicable to
all actions or omissions of actions by the Trustee pursuant to this Article 12.

          SECTION 12.13. TRUSTEE TO EFFECTUATE

SUBORDINATION. Each Securityholder by accepting a Security authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination between the
Securityholders and the holders of Senior Indebtedness of any Subsidiary
Guarantor as provided in this Article 12 and appoints the Trustee as
attorney-in-fact for any and all such purposes.

          SECTION 12.14. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS OF SUBSIDIARY GUARANTOR. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of any Subsidiary Guarantor
and shall not be liable to any such holders if it shall mistakenly pay over or
distribute to Securityholders or the Company or any other Person, money or
assets to which any holders of such Senior indebtedness shall be entitled by
virtue of this Article 12 or otherwise.

          SECTION 12.15. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS OF
SUBSIDIARY GUARANTORS ON SUBORDINATION Provisions. Each Securityholder by
accepting a Security acknowledges and agrees that the foregoing subordination
provisions are, and are intended to be, an inducement and a consideration to
each holder of any Senior Indebtedness of any Subsidiary Guarantor, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior indebtedness.

                            ARTICLE 13 MISCELLANEOUS

          SECTION 13.01. TIA CONTROLS. If any provision of this Indenture
limits, qualifies or conflicts with another provision which is required to be
included in this Indenture by the TIA, the required provision shall control.


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          SECTION 13.02. NOTICES. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows:

          if to Parent, the Company or any Subsidiary Guarantor:

          AmeriPath, Inc.
          7289 Garden Road
          Suite 200
          Riviera Beach, FL  33404
          Attention:  Chief Financial Officer

          with a copy to:

          Reboul, MacMurray, Hewitt & Maynard
          45 Rockefeller Plaza
          New York, NY 10111
          Attention:  Othon A. Prounis, Esq.
          Phone;  (212) 841-5700
          Fax:  {212} 641-5725

          if to the Trustee:

          U.S. Bank National Association
          180 East 5th Street
          St. Paul, MN 55101
          Fax: (651) 244-0711
          Attention;  Corporate Trust Administration

          Parent, the Company, any Subsidiary Guarantor or the Trustee by notice
to the other may designate additional or different addresses for subsequent
notices or communications.

          Any notice or communication mailed to a Securityholder shall be mailed
to the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and shall be sufficiently given if so mailed
within the time prescribed.

          Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

          SECTION 13.03. COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The


                                                                             109

Company, each Subsidiary Guarantor, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).

          SECTION 13.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

          (1)  an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of the signers,
     all conditions precedent, if any, provided for in this Indenture relating
     to the proposed action have been complied with; and

          (2)  an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee stating that, in the opinion of such counsel,
     all such conditions precedent have been complied with.

          SECTION 13.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

          (1)  a statement that the individual making such certificate or
     opinion has read such covenant or condition;

          (2)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (3)  a statement that, in the opinion of such individual, he has made
     such examination or investigation as is necessary to enable him to express
     an informed opinion as to whether or not such covenant or condition has
     been complied with; and

          (4)  a statement as to whether or not, in the opinion of such
     individual, such covenant or condition has been complied with.

          SECTION 13.06. WHEN SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent. Securities owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be


                                                                             110

disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities which the Trustee knows are so
owned shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

          SECTION 13.07. RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. The
Trustee may make reasonable rules for action by or a meeting of Securityholders.
The Registrar and the Paying Agent may make reasonable rules for their
functions.

          SECTION 13.08. LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a
Sunday or a day on which banking institutions are not required to be open in the
State of New York. if a payment date is a Legal Holiday, payment shall be made
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period. If a regular record date is a Legal Holiday,
the record date shall not be affected.

          SECTION 13.09. GOVERNING LAW. This Indenture and the Securities shall
be governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 13.10. NO RECOURSE AGAINST OTHERS. A director, officer,
manager, employee, incorporator, member, partner or stockholder, as such, of
Parent, the Company or any Subsidiary Guarantor shall not have any liability for
any obligations of Parent or the Company under the Securities or this Indenture
or any such Subsidiary Guarantor under any Subsidiary Guaranty, as the case may
be, or this Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part
of the consideration for the issue of the Securities.

          SECTION 13.11. SUCCESSORS. All agreements of Parent, the Company or
any Subsidiary Guarantor in this Indenture and the Securities shall bind its
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

          SECTION 13.12. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


                                                                             111

          SECTION 13.13. TABLE OF CONTENTS; HEADINGS. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.



IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed
as of the date first written above.

                                             AMY ACQUISITION CORP.,
                                             a Delaware corporation

                                               by /s/ D. Scott-Mackesy
                                                 -----------------------
                                                 Name:   D. Scott-Mackesy
                                                 Title:  Vice  President

                                             AMERIPATH  HOLDINGS, INC.,
                                             a Delaware  corporation,
                                             as Parent,

                                               by /s/ D. Scott-Mackesy
                                                 -----------------------
                                                 Name:   D. Scott-Mackesy
                                                 Title:  Vice  President

                                             3-GEN DIAGNOSTIC LABORATORIES, INC.
                                             (a Utah corporation)
                                             AMERIPATH 5-01(A)CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             AMERIPATH CARROLLTON, INC.
                                             (a Georgia corporation)
                                             AMERIPATH CINCINNATI, INC.
                                             (an Ohio corporation)
                                             AMERIPATH CLEVELAND, INC,
                                             (an Ohio corporation)
                                             AMERIPATH CONSOLIDATED LABS, INC.
                                             (a Florida corporation)
                                             AMERIPATH FLORIDA, INC,
                                             (a Florida corporation)
                                             AMERIPATH KENTUCKY, INC.
                                             (a Kentucky corporation)
                                             AMERIPATH LUBBOCK 5.01(A)
                                             CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             AMERIPATH MARKETING USA, INC.
                                             (a Florida corporation)



                                             AMERIPATH MICHIGAN, INC.
                                             (a Michigan corporation)
                                             AMERIPATH MISSISSIPPI, INC.
                                             (a Mississippi corporation)
                                             AMERIPATH NEW ENGLAND, INC.
                                             (a Delaware corporation)
                                             AMERIPATH NEW YORK, INC.
                                             (a Delaware corporation)
                                             AMERIPATH NORTH CAROLINA, INC.
                                             (a North Carolina corporation)
                                             AMERIPATH OHIO, INC.
                                             (a Delaware corporation)
                                             AMERIPATH PAT 5.01(A) CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             AMERIPATH PCC, INC.
                                             (an Ohio corporation)
                                             AMERIPATH PENNSYLVANIA, INC.
                                             (a Pennsylvania corporation)
                                             AMERIPATH PHILADELPHIA, INC.
                                             (a New Jersey corporation)
                                             AMERIPATH SC, INC.
                                             (a South Carolina corporation)
                                             AMERIPATH SEVERANCE 5.01(A)
                                             CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             AMERIPATH, WISCONSIN, INC.
                                             (a Wisconsin corporation)
                                             AMERIPATH YOUNGSTOWN LABS, INC.
                                             (an Ohio corporation)
                                             AMERIPATH YOUNGSTOWN, INC.
                                             (an Ohio corporation)
                                             ANATOMIC PATHOLOGY SERVICES, INC.
                                             (an Oklahoma corporation)
                                             ARIZONA PATHOLOGY GROUP, INC.
                                             {an Arizona corporation)



                                             ARLINGTON PATHOLOGY ASSOCIATION
                                             5.01(A) CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             BEN F. MARTIN, M.D., F.C.A.P., INC.
                                             (a Mississippi corporation)
                                             CALIFORNIA PATHOLOGY CONSULTANTS OF
                                             AMERICA, INC.
                                             (a Tennessee corporation)
                                             CPA I, INC.
                                             (a Tennessee corporation)
                                             CPA II, INC.
                                             (a Tennessee corporation)
                                             DERMATOPATHOLOGY SERVICES, INC.
                                             (an Alabama corporation)
                                             DERMPATH, INC.
                                             (a Delaware corporation)
                                             DFW 5.01(A) CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             DIAGNOSTIC PATHOLOGY MANAGEMENT
                                             SERVICES, INC.
                                             (an Oklahoma corporation)
                                             GEORGIA PATHOLOGY CONSULTANTS OF
                                             AMERICA, INC.
                                             (a Tennessee corporation)
                                             J. DAVID SMITH, M.D., INC.
                                             (a Georgia corporation)
                                             JOHN H. PARKER, JR., M.D.,
                                             F.C.A.P., INC.
                                             (a Mississippi corporation)
                                             KAILASH B. SHARMA, M.D., INC.
                                             (a Georgia corporation)
                                             KATHARINE LIU, M.D., INC.
                                             (a Georgia corporation)
                                             NAPA 5.01(A) CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             OCMULGEE MEDICAL PATHOLOGY
                                             ASSOCIATION, INC.
                                             (a Georgia corporation)



                                             O'QUINN MEDICAL PATHOLOGY
                                             ASSOCIATION, INC.
                                             (a Georgia corporation)
                                             PATHOLOGY AFFILIATED SERVICES, INC.
                                             (a Texas corporation)
                                             PATHOLOGY CONSULTANTS OF AMERICA,
                                             INC.
                                             (a Tennessee corporation)
                                             PATHSOURCE, INC.
                                             (a Delaware corporation)
                                             PCA OF COLUMBUS, INC.
                                             (a Tennessee corporation)
                                             PCA OF DENVER, INC.
                                             (a Tennessee corporation)
                                             PCA OF LOS GATOS, INC.
                                             (a Tennessee corporation)
                                             PCA OF MEMPHIS, INC.
                                             (a Tennessee corporation)
                                             PCA OF NASHVILLE, INC.
                                             (a Tennessee corporation)
                                             PCA OF ST. LOUIS II, INC.
                                             {a Tennessee corporation)
                                             PCA SOUTHEAST II, INC.
                                             (a Tennessee corporation)
                                             PCA/APR ACQUISITION CORP.
                                             (a Tennessee corporation)
                                             PETER G. KLACSMANN, M.D., INC.
                                             (a Georgia corporation)
                                             SHARON G. DASPIT, M.D., INC.
                                             (a Georgia corporation)
                                             SHOALS PATHOLOGY ASSOCIATES, INC.
                                             (an Alabama corporation)
                                             SIMPSON PATHOLOGY 5.01(A)
                                             CORPORATION
                                             (a Texas not-for-profit
                                             corporation)
                                             STRIGEN, INC.
                                             (a Utah corporation)
                                             TID ACQUISITION CORP.
                                             (a Delaware corporation)



                                      TXAR 5.01(A) CORPORATION
                                      (a Texas not-for-profit
                                      corporation)

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Vice President

                                      ROCKY MOUNTAIN PATHOLOGY, L.L.C.

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Manager

                                      AMERIPATH, LLC

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Manager

                                      API NO. 2, LLC

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Manager

                                      AMERIPATH INDIANA, LLC

                                          by: AMERIPATH,INC.
                                              (as Managing Member)

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Chief Financial Officer



                                      COLUMBUS PATHOLOGY ASSOCIATES

                                          by: CPA I, INC.
                                              (as General Partner)

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Vice President

                                      NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES

                                          by: SHARON G. DASPIT, M.D., INC.
                                              (as General Partner)

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Vice President

                                      AMERIPATH TEXAS, LP

                                          by: AMERIPATH, LLC
                                              (as General Partner)

                                          by: /s/ Gregory A. Marsh
                                             -----------------------------
                                             Name:  Gregory A. Marsh
                                             Title: Manager



                                      U.S. Bank National Association,
                                      as Trustee,

                                          by: /s/ Richard H. Prokosch
                                             -----------------------------
                                             Name:  Richard H. Prokosch
                                             Title: Vice President



                                                 RULE 144A/REGULATION S APPENDIX

                        PROVISIONS RELATING TO SECURITIES

     1.      DEFINITIONS

     1.1     DEFINITIONS

             Capitalized terms used but not otherwise defined in this Appendix
shall have the meanings assigned in the Indenture. For the purposes of this
Appendix the following terms shall have the meanings indicated below:

             "Applicable Procedures" means, with respect to any transfer or
transaction involving a Temporary Regulation S Global Security or beneficial
interest therein, the rules and procedures of the Depository, Euroclear and
Clearstream for such a Temporary Regulation S Global Security, in each case to
the extent applicable to such transaction and as in effect from time to time.

             "Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.

             "Definitive Security" means a certificated Security issued on the
Issue Date or Exchange Security or Private Exchange Security bearing, if
required, the restricted securities legend set forth in Section 2.3(e).

             "Depository" means The Depository Trust Company, its nominees and
their respective successors.

             "Distribution Compliance Period", with respect to any Securities,
means the period of 40 consecutive days beginning on and including the later of
(i) the day on which such Securities are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Issue Date with respect to such Securities.

             "Exchange Securities" means (1) the 10 1/2% Senior Subordinated
Notes Due 2013 issued pursuant to the Indenture in connection with a Registered
Exchange Offer pursuant to a Registration Rights Agreement and (2) Additional
Securities, if any, issued pursuant to a registration statement filed with the
SEC under the Securities Act.

             "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System, or any successor securities clearing agency.

             "Initial Purchasers" means, with respect to the Initial Securities
issued on the Issue Date, Credit Suisse



                                                                               2

First Boston LLC, Deutsche Bank Securities Inc. and Wachovia Securities, Inc.

             "Initial Securities" means (1) $275,000,000 aggregate principal
amount of 10 1/2% Senior Subordinated Notes Due 2013 issued on the Issue Date
and (2) Additional Securities, if any, issued in a transaction exempt from the
registration requirements of the Securities Act.

             "Private Exchange" means the offer by the Company, pursuant to a
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Securities held by the
Initial Purchaser as part of this initial distribution, a like aggregate
principal amount of Private Exchange Securities.

             "Private Exchange Securities" means any 10 1/2% Senior Subordinated
Notes Due 2013 issued in connection with a Private Exchange.

             "Purchase Agreement" means (1) with respect to the Initial
Securities issued on the Issue Date, the Purchase Agreement dated March 13,
2003, among the Company and the Initial Purchasers and (2) with respect to each
issuance of Additional Securities, the purchase agreement or underwriting
agreement among the Company and the Persons purchasing such Additional
Securities.

             "QIB" means a "qualified institutional buyer" as defined in Rule
144A.

             "Registered Exchange Offer" means the offer by the Company,
pursuant to a Registration Rights Agreement, to certain Holders of Initial
Securities, to issue and deliver to such Holders, in exchange for the Initial
Securities, a like aggregate principal amount of Exchange Securities registered
under the Securities Act.

             "Registration Rights Agreement" means (1) with respect to the
Initial Securities issued on the Issue Date, the Registration Rights Agreement
dated March 27, 2003 among the Company, the Subsidiary Guarantors and the
Initial Purchasers, and (2) with respect to each issuance of Additional
Securities issued in a transaction exempt from the registration requirements of
the Securities Act, the registration rights agreement, if any, among the Company
and the Persons purchasing such Additional Securities under the related Purchase
Agreement.



                                                                               3

             "Rule 144A Securities" means all Securities offered and sold to
QIBs in reliance on Rule 144A.

             "Securities Act" means the Securities Act of 1933.

             "Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto, and
shall initially be the Trustee.

             "Shelf Registration Statement" means the registration statement
issued by the Company in connection with the offer and sale of Initial
Securities or Private Exchange Securities pursuant to a Registration Rights
Agreement.

             "Transfer Restricted Securities" means Securities that bear or are
required to bear the legend relating to restrictions on transfer relating to the
Securities Act set forth in Section 2.3(e).

     1.2     OTHER DEFINITIONS



                                                                                        Defined in
                                    Term                                                  Section:
                                    ----                                                -----------
                                                                                        
Agent Members ....................................................................         2.1(b)
Global Security ..................................................................         2.1(a)
Permanent Regulation S Global Security ...........................................         2.1(a)
Regulation S  ....................................................................         2.1(a)
Rule 144A.........................................................................         2.1(a)
Rule 144A Global Security ........................................................         2.1(a)
Temporary Regulation S Global Security ...........................................         2.1(a)


     2.    THE SECURITIES

     2.1     (a) FORM AND DATING. The Securities will be offered and sold by
the Company pursuant to a Purchase Agreement. The Securities will be resold
initially only to (i) QIBs in reliance on Rule 144A under the Securities Act
("Rule 144A") and (ii) Persons other than U.S. Persons (as defined in Regulation
S) in reliance on Regulation S under the Securities Act ("Regulation S").
Securities may thereafter be transferred to, among others, QIBs and purchasers
in reliance on Regulation S, subject to the restrictions on transfer set forth
herein. Securities initially resold pursuant to Rule 144A (collectively, the
"Rule 144A Global Security") shall be issued initially in the form of one or
more permanent global Securities in definitive, fully registered form, and
Securities initially resold pursuant to Regulation S (collectively, the



                                                                               4

"Temporary Regulation s Global Security") shall be issued initially in the form
of one or more temporary global securities in definitive, fully registered form,
in each case without interest coupons and with the global securities legend and
restricted securities legend set forth in Exhibit 1 hereto, which shall be
deposited on behalf of the purchasers of the Securities represented thereby with
the Securities Custodian and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and authenticated by the
Trustee as provided in this Indenture. Beneficial ownership interests in the
Temporary Regulation S Global Security will not be exchangeable for interests in
the Rule 144A Global Security, a permanent global security (the "Permanent
Regulation S Global Security") or any other Security without a legend containing
restrictions on transfer of such Security prior to the expiration of the
Distribution Compliance Period and then only upon certification in form
reasonably satisfactory to the Trustee that beneficial ownership interests in
such Temporary Regulation S Global Security are owned either by non-U.S. persons
or U.S. persons who purchased such interests in a transaction that did not
require registration under the Securities Act. The Rule 144A Global Security,
the Temporary Regulation S Global Security and the Permanent Regulation S Global
Security are collectively referred to herein as "Global Securities". The
aggregate principal amount of the Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depository or its nominee as hereinafter provided.

             (b) BOOK-ENTRY PROVISIONS. This Section 2.1(b) shall apply only to
a Global Security deposited with or on behalf of the Depository.

             The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depository for such
Global Security or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant to such
Depository's instructions or held by the Trustee as custodian for the
Depository.

             Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depository or by the Trustee as the custodian of the
Depository or under such Global Security, and the Company, the Trustee and any
agent of the Company or the Trustee



                                                                               5

shall be entitled to treat the Depository as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository
and its Agent Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial interest in any
Global Security.

             (c) CERTIFICATED SECURITIES. Except as provided in this Section 2.1
or Section 2.3 or 2.4, owners of beneficial interests in Global Securities shall
not be entitled to receive physical delivery of Definitive Securities.

     2.2     AUTHENTICATION

             The Trustee shall authenticate and deliver: (1) on the Issue Date,
an aggregate principal amount of $275,000,000 10 1/2% Senior Subordinated Notes
Due 2013 and (2) any Additional Securities for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to
Section 2.02 of the Indenture, in each case upon a written order of the Company
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of the Company. Such order shall specify the amount of the
Securities to be authenticated and the date on which the original issue of
Securities is to be authenticated and, in the case of any issuance of Additional
Securities pursuant to Section 2.13 of the Indenture, shall certify that such
issuance is in compliance with Section 4.03 of the Indenture.

     2.3     TRANSFER AND EXCHANGE

             (a) TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES. When Definitive
Securities are presented to this Registrar with a request:

             (x) to register the transfer of such Definitive Securities; or

             (y) to exchange such Definitive Securities for an equal principal
amount of Definitive Securities of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for



                                                                               6

such transaction are met; PROVIDED, HOWEVER, that the Definitive Securities
surrendered for transfer or exchange:

             (i) shall be duly endorsed or accompanied by a written instrument
     of transfer in form reasonably satisfactory to the Company and the
     Registrar or co-registrar, duly executed by the Holder thereof or its
     attorney duly authorized in writing; and

             (ii) if such Definitive Securities are required to bear a
     restricted securities legend, they are being transferred or exchanged
     pursuant to an effective registration statement under the Securities Act,
     pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and
     are accompanied by the following additional information and documents, as
     applicable:

                    (A) if such Definitive Securities are being delivered to the
             Registrar by a Holder for registration in the name of such Holder,
             without transfer, a certification from such Holder to that effect;
             or

                    (B) if such Definitive Securities are being transferred to
             the Company, a certification to that effect; or

                    (C) if such Definitive Securities are being transferred (x)
             pursuant to an exemption from registration in accordance with Rule
             144A, Regulation S or Rule 144 under the Securities Act; or (y) in
             reliance upon another exemption from the requirements of the
             Securities Act: (i) a certification to that effect (in the form set
             forth on the reverse of the Security) and (ii) if the Company so
             requests, an opinion of counsel or other evidence reasonably
             satisfactory to it as to the compliance with the restrictions set
             forth in the legend set forth in Section 2.3(e)(i).

             (b) RESTRICTIONS ON TRANSFER OF A DEFINITIVE SECURITY FOR A
BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Definitive Security may not be
exchanged for a beneficial interest in a Rule 144A Global Security or a
Permanent Regulation S Global Security except upon satisfaction of the
requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by



                                                                               7

appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:

             (i)    certification, in the form set forth on the reverse of the
     Security, that such Definitive Security is either (A) being transferred to
     a QIB in accordance with Rule 144A or (B) is being transferred after
     expiration of the Distribution Compliance Period by a Person who initially
     purchased such Security in reliance on Regulation S to a buyer who elects
     to hold its interest in such Security in the form of a beneficial interest
     in the Permanent Regulation S Global Security; and

             (ii)   written instructions directing the Trustee to make, or to
     direct the Securities Custodian to make, an adjustment on its books and
     records with respect to such Rule 144A Global Security (in the case of a
     transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Global
     Security (in the case of a transfer pursuant to clause (b)(i)(C)) to
     reflect an increase in the aggregate principal amount of the Securities
     represented by the Rule 144A Global Security or Permanent Regulation S
     Global Security, as applicable, such instructions to contain information
     regarding the Depository account to be credited with such increase,

then the Trustee shall cancel such Definitive Security and cause, or direct the
Securities Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Securities Custodian, the
aggregate principal amount of Securities represented by the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable, to be
increased by the aggregate principal amount of the Definitive Security to be
exchanged and shall credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable, equal to the
principal amount of the Definitive Security so canceled. If no Rule 144A Global
Securities or Permanent Regulation S Global Securities, as applicable, are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon
written order of the Company in the form of an Officers' Certificate of the
Company, a new Rule 144A Global Security or Permanent Regulation S Global
Security, as applicable, in the appropriate principal amount.



                                                                               8

             (c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

             (i) The transfer and exchange of Global Securities or beneficial
     interests therein shall be effected through the Depository, in accordance
     with this Indenture (including applicable restrictions on transfer set
     forth herein, if any) and the procedures of the Depository therefor. A
     transferor of a beneficial interest in a Global Security shall deliver to
     the Registrar a written order given in accordance with the Depository's
     procedures containing information regarding the participant account of the
     Depository to be credited with a beneficial interest in the Global
     Security. The Registrar shall, in accordance with such instructions,
     instruct the Depository to credit to the account of the Person specified in
     such instructions a beneficial interest in the Global Security and to debit
     the account of the Person making the transfer the beneficial interest in
     the Global Security being transferred.

             (ii) If the proposed transfer is a transfer of a beneficial
     interest in one Global Security to a beneficial interest in another Global
     Security, the Registrar shall reflect on its books and records the date and
     an increase in the principal amount of the Global Security to which such
     interest is being transferred in an amount equal to the principal amount of
     the interest to be so transferred, and the Registrar shall reflect on its
     books and records the date and a corresponding decrease in the principal
     amount of the Global Security from which such interest is being
     transferred.

             (iii) Notwithstanding any other provisions of this Appendix (other
     than the provisions set forth in Section 2.4), a Global Security may not be
     transferred as a whole except by the Depository to a nominee of the
     Depository or by a nominee of the Depository to the Depository or another
     nominee of the Depository or by the Depository or any such nominee to a
     successor Depository or a nominee of such successor Depository.

             (iv) In the event that a Global Security is exchanged for
     Definitive Securities pursuant to Section 2.4 of this Appendix, prior to
     the consummation of a Registered Exchange Offer or the effectiveness of a
     Shelf Registration Statement with respect to such Securities, such
     Securities may be exchanged only in accordance with such procedures as are
     substantially consistent with the provisions of this Section 2.3



                                                                               9

     (including the certification requirements set forth on the reverse of the
     Securities intended to ensure that such transfers comply with Rule 144A,
     Regulation S or another applicable exemption under the Securities Act, as
     the case may be) and such other procedures as may from time to time be
     adopted by the Company.

             (d) RESTRICTIONS ON TRANSFER OF TEMPORARY REGULATION S GLOBAL
SECURITIES. During the Distribution Compliance Period, beneficial ownership
interests in Temporary Regulation S Global Securities may only be sold, pledged
or transferred through Euroclear or Clearstream in accordance with the
Applicable Procedures and only (i) to the Company, (ii) so long as such Security
is eligible for resale pursuant to Rule 144A, to a Person whom the selling
holder reasonably believes is a QIB that purchases for its own account or for
the account of a QIB to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, (iii) in an offshore transaction in
accordance with Regulation S, (iv) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 (if applicable) under the
Securities Act or (v) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable securities laws
of any State of the United States.

             (e)    LEGEND.

             (i)    Except as permitted by the following paragraphs (ii), (iii)
     and (iv), each Security certificate evidencing the Global Securities (and
     all Securities issued in exchange therefor or in substitution thereof)
     shall bear a legend in substantially the following form:

             THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
             TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
             SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS
             SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
             ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
             EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
             OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
             PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
             THEREUNDER.

             THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
             THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
             TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES



                                                                              10

             TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
             INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
             ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
             OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
             WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION
             FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
             THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
             (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
             OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (B)
             THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
             ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
             REFERRED TO IN (A) ABOVE.

             Each Definitive Security shall also bear the following additional
     legend:

             IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
             REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
             INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO
             CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

             (ii)   Upon any sale or transfer of a Transfer Restricted Security
     (including any Transfer Restricted Security represented by a Global
     Security) pursuant to Rule 144 under the Securities Act, the Registrar
     shall permit the transferee thereof to exchange such Transfer Restricted
     Security for a certificated Security that does not bear the legend set
     forth above and rescind any restriction on the transfer of such Transfer
     Restricted Security, if the transferor thereof certifies in writing to the
     Registrar that such sale or transfer was made in reliance on Rule 144 (such
     certification to be in the form set forth on the reverse of the Security).

             (f)    CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY. At such time
as all beneficial interests in a Global Security have either been exchanged for
Definitive Securities, redeemed, purchased or canceled, such Global Security
shall be returned to the Depository for cancellation or retained and canceled by
the Trustee. At any time prior to such cancellation, if any beneficial interest
in a Global Security is exchanged for certificated Securities, redeemed,
purchased or canceled, the principal



                                                                              11

amount of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

             (g)    OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF
SECURITIES.

             (i)    To permit registrations of transfers and exchanges, the
     Company shall execute and the Trustee shall authenticate Definitive
     Securities and Global Securities at the Registrar's request.

             (ii)   No service charge shall be made for any registration of
     transfer or exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax, assessments, or similar governmental
     charge payable in connection therewith (other than any such transfer taxes,
     assessments or similar governmental charge payable upon exchange or
     transfer pursuant to Sections 3.06, 4.06, 4.09 and 9.05 of the Indenture).

             (iii)  The Registrar shall not be required to register the transfer
     of or exchange of (a) any Definitive Security selected for redemption in
     whole or in part pursuant to Article 3 of the Indenture, except the
     unredeemed portion of any Definitive Security being redeemed in part or (b)
     any Security for a period beginning 15 Business Days before the mailing of
     a notice of an offer to repurchase or redeem Securities or 15 Business Days
     before an interest payment date.

             (iv)   Prior to the due presentation for registration of transfer
     of any Security, the Company, the Trustee, the Paying Agent or the
     Registrar may deem and treat the Person in whose name a Security is
     registered as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such Security and for all
     other purposes whatsoever, whether or not such Security is overdue, and
     none of the Company, the Trustee, the Paying Agent or the Registrar shall
     be affected by notice to the contrary.

             (v)    All Securities issued upon any transfer or exchange pursuant
     to the terms of this Indenture shall evidence the same debt and shall be
     entitled to the



                                                                              12

     same benefits under this Indenture as the Securities surrendered upon such
     transfer or exchange.

             (h)    NO OBLIGATION OF THE TRUSTEE.

             (i)    The Trustee shall have no responsibility or obligation to
     any beneficial owner of a Global Security, a member of, or a participant in
     the Depository or other Person with respect to the accuracy of the records
     of the Depository or its nominee or of any participant or member thereof,
     with respect to any ownership interest in the Securities or with respect to
     the delivery to any participant, member, beneficial owner or other Person
     (other than the Depository) of any notice (including any notice of
     redemption) or the payment of any amount, under or with respect to such
     Securities. All notices and communications to be given to the Holders and
     all payments to be made to Holders under the Securities shall be given or
     made only to or upon the order of the registered Holders (which shall be
     the Depository or its nominee in the case of a Global Security). The rights
     of beneficial owners in any Global Security shall be exercised only through
     the Depository subject to the applicable rules and procedures of the
     Depository. The Trustee may rely and shall be fully protected in relying
     upon information furnished by the Depository with respect to its members,
     participants and any beneficial owners.

             (ii)   The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Security (including any transfers between
     or among Depository participants, members or beneficial owners in any
     Global Security) other than to require delivery of such certificates and
     other documentation or evidence as are expressly required by, and to do so
     if and when expressly required by, the terms of this Indenture, and to
     examine the same to determine substantial compliance as to form with the
     express requirements hereof.

     2.4     CERTIFICATED SECURITIES

             (a)    A Global Security deposited with the Depository or with the
Trustee as Securities Custodian for the Depository pursuant to Section 2.1 shall
be transferred to the beneficial owners thereof in the form of Definitive
Securities in an aggregate principal amount equal to the principal amount of
such Global Security, in exchange for



                                                                              13

such Global Security, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Security and the Depository fails to
appoint a successor depositary or if at any time such Depository ceases to be a
"clearing agency" registered under the Exchange Act and, in either case, a
successor Depository is not appointed by the Company within 90 days of such
notice, or (ii) an Event of Default has occurred and is continuing or (iii) the
Company, in its sole discretion, notifies the Trustee in writing that it elects
to cause the issuance of Definitive Securities under this Indenture.

             (b)    Any Global Security that is transferable to the beneficial
owners thereof pursuant to this Section 2.4 shall be surrendered by the
Depository to the Trustee located at its principal corporate trust office in the
Borough of Manhattan, The City of New York, to be so transferred, in whole or
from time to time in part, without charge, and the Trustee shall authenticate
and deliver, upon such transfer of each portion of such Global Security, an
equal aggregate principal amount of Definitive Securities of authorized
denominations. Any portion of a Global Security transferred pursuant to this
Section 2.4 shall be executed, authenticated and delivered only in denominations
of $1,000 principal amount and any integral multiple thereof and registered in
such names as the Depository shall direct. Any Definitive Security delivered in
exchange for an interest in the Transfer Restricted Security shall, except as
otherwise provided by Section 2.3(e) hereof, bear the restricted securities
legend set forth in Exhibit 1 hereto.

             (c)    Subject to the provisions of Section 2.4(b) hereof, the
registered Holder of a Global Security shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities.

             (d)    In the event of the occurrence of one of the events
specified in Section 2.4(a) hereof, the Company shall promptly make available to
the Trustee a reasonable supply of Definitive Securities in definitive, fully
registered form without interest coupons.



                                                                       EXHIBIT 1
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX
                           [FORM OF FACE OF SECURITY]

                           [Global Securities Legend]

             UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

             TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

             [[FOR REGULATION S GLOBAL SECURITY ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED
STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.]

                         [Restricted Securities Legend]

             THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM
THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.

             THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY
THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (I) TO THE COMPANY, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
ROLE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A,



                                                                               2

(III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (V)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN
EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                 [Temporary Regulation S Global Security Legend]

             EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN
THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(b)(2) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II)
WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER
JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL
SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS
REFERRED TO ABOVE, IF THEN APPLICABLE.

             BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY
MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH
EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE



                                                                               3

WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATIONS GLOBAL SECURITY FIRST
DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS
CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING
TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON
WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND
(C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS.

             BENEFICIAL INTERESTS IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904
OF REGULATION S, RULE 144 (IF AVAILABLE) OR ANOTHER APPLICABLE EXEMPTION UNDER
THE SECURITIES ACT (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE
EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST
TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A.
OR CLEARSTREAM BANKING SOCIETE ANONYME.

                         [Definitive Securities Legend]

             IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.



                                                                 CUSIP______
No._______________                                               $__________
                    10 1/2% Senior Subordinated Note Due 2013

             AMY ACQUISITION CORP., a Delaware corporation, promises to pay
to                , or registered assigns, the principal sum of
                      Dollars on April 1, 2013.

             Interest Payment Dates: April 1 and October 1.

             Record Dates: March 15 and September 15.



                                                                               2

             Additional provisions of this Security are set forth on the other
side of this Security.

Dated:

                                            AMY ACQUISITION CORP.

                                            by
                                              ------------------------------
                                              Name:
                                              Title:



TRUSTEE'S CERTIFICATE OF
    AUTHENTICATION

U.S. Bank National Association,
  as Trustee, certifies
        that this is one of
         the Securities referred
         to in the Indenture.

   by
     ------------------------------
           Authorized Signatory



                       [FORM OF REVERSE SIDE OF SECURITY]

                    10 1/2% Senior Subordinated Note Due 2013

1.   INTEREST

             Amy Acquisition Corp., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above; PROVIDED, HOWEVER,
that if a Registration Default (as defined in the Registration Rights Agreement)
occurs, additional interest will accrue on this Security at a rate of 0.25% per
annum (increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration Default occurs up
to a maximum additional interest rate of 1.00%) from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured. The Company will pay interest
semiannually on April 1 and October 1 of each year, commencing October 1, 2003.

             Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from March 27,
2003. Interest on overdue principal will be paid by the Issuer at 1% per annum
in excess of the rate shown above and the Issuer will pay interest on overdue
installments of interest at such higher rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

2.   METHOD OF PAYMENT

             The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 15 or September 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal tender for payment of
public and private debts. Payments in respect of the Securities represented by a
Global Security (including principal, premium, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified
by The Depository Trust Company. The Company will make all payments in respect
of a certificated Security (including principal,



                                                                               2

premium, if any, and interest) by mailing a check to the registered address of
each Holder thereof; PROVIDED, HOWEVER, that payments on a certificated Security
will be made by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.   PAYING AGENT AND REGISTRAR

             Initially, U.S. Bank National Association (the "Trustee"), will act
as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent or Registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.   INDENTURE

             The Company issued the Securities under an Indenture dated as of
March 27, 2003 (the "Indenture"), among the Company, AmeriPath Holdings, Inc.,
the guarantors party thereto and the Trustee. The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
as in effect on the date of the Indenture (the "Act"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of those terms.

             The Securities are general unsecured obligations of the Company.
The Securities issued on the Issue Date, any Additional Securities and any
Exchange Securities or Private Exchange Securities will be treated as a single
class for all purposes under the Indenture. The Indenture contains covenants
that limit the ability of the Company and its subsidiaries to incur additional
indebtedness; pay dividends or distributions on, or redeem or repurchase capital
stock; make investments; issue or sell capital stock of subsidiaries; engage in
transactions with affiliates; transfer or sell assets; guarantee indebtedness;
change their line of business; restrict dividends or other payments of
subsidiaries; and consolidate, merge or transfer all or substantially all of its
assets and the assets of its subsidiaries. These covenants are subject to
important exceptions and qualifications.



                                                                               3

5.   OPTIONAL REDEMPTION

             Except as set forth below, the Company shall not be entitled to
redeem the Securities.

             On and after April 1, 2008, the Company shall be entitled at its
option to redeem all or a portion of the Securities (which includes Additional
Securities, if any) upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed in percentages of principal amount on the
redemption date), plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on April 1 of the years set forth below:



                                                        Redemption
             Period                                       Price
             ------                                     ----------
                                                     
             2008                                        105.25%
             2009                                        103.50%
             2010                                        101.75%
             2011 and thereafter                        100.000%


             In addition, prior to April 1, 2006, the Company shall be entitled
at its option on one or more occasions to redeem Securities (which includes
Additional Securities, if any) in an aggregate principal amount not to exceed
35% of the aggregate principal amount of the Securities originally issued at a
redemption price (expressed as a percentage of principal amount) of 110.50%,
plus accrued and unpaid interest to the redemption date, with the net cash
proceeds received by the Company from one or more Qualified Equity Offerings
(PROVIDED that, if the Qualified Equity Offering is an offering by Parent, a
portion of the Net Cash Proceeds thereof equal to the amount required to redeem
any such Notes is contributed to the equity capital of the Company or used to
acquire Capital Stock of the Company (other than Disqualified Stock) from the
Company); PROVIDED, HOWEVER, that (1) at least 65% of such aggregate principal
amount of Securities (which includes Additional Securities, if any) remains
outstanding immediately after the occurrence of each such redemption (other than
Securities held, directly or indirectly, by the Company or its Affiliates); and
(2) each such redemption occurs within 90 days after the date of the related
Qualified Equity Offering.



                                                                               4

6.   NOTICE OF REDEMPTION

             Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at its registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in whole multiples of
$1,000. Securities in denominations of $1,000 principal amount or less may be
redeemed in whole but not in part. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

7.   PUT PROVISIONS

             Upon a Change of Control, any Holder of Securities will have the
right to cause the Company to repurchase all of the Securities of such Holder at
a repurchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued interest to the date of repurchase (subject to the
right of holders of record on the relevant record date to receive interest due
on the related interest payment date) as provided in, and subject to the terms
of, the Indenture.

8.   SUBORDINATION

             The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid before the Securities may be
paid. The Company agrees, and each Securityholder by accepting a Security
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.

9.   SUBSIDIARY GUARANTY

             The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint
and several senior subordinated basis by each of the Subsidiary Guarantors to
the extent set forth in the Indenture.



                                                                               5

10.  DENOMINATIONS; TRANSFER; EXCHANGE

             The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Company or the Registrar may require a Holder, among other things, to pay a sum
sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section. The Company
shall not be required to make and the Registrar need not register transfers or
exchanges of Securities selected for redemption (except, in the case of
Securities to be redeemed in part, the portion thereof not to be redeemed) or
any Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

11.  PERSONS DEEMED OWNERS

             The registered Holder of this Security may be treated as the owner
of it for all purposes.

12.  UNCLAIMED MONEY

             If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

13.  DISCHARGE AND DEFEASANCE

             Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture, and the obligations of the Subsidiary Guarantors under their
Subsidiary Guaranties, if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.

14.  AMENDMENT; WAIVER

             Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a



                                                                               6

majority in principal amount outstanding of the Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, Parent, the Company, the Subsidiary Guarantors and the Trustee
shall be entitled to amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the
Indenture, or to provide for uncertificated Securities in addition to or in
place of certificated Securities, or to add guarantees with respect to the
Securities, including Subsidiary Guaranties, or to secure the Securities, or to
add additional covenants or surrender rights and powers conferred on the Company
or the Subsidiary Guarantors, or to comply with any request of the SEC in
connection with qualifying the Indenture under the Act, or to make certain
changes in the subordination provisions, or to make any change that does not
adversely affect the rights of any Securityholder.

15.  DEFAULTS AND REMEDIES

             Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (iii) failure by the Company,
Parent or any Subsidiary Guarantor to comply with other agreements in the
Indenture or the Securities, in certain cases subject to notice and lapse of
time; (iv) certain accelerations (including failure to pay within any grace
period after final maturity) of other Indebtedness of the Company, Parent (so
long as the Existing Contingent Notes have not been satisfied in full and cash
remains in the Contingent Note Reserve), any Subsidiary Guarantor or any
Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $10.0
million; (v) certain events of bankruptcy or insolvency with respect to the
Company, Parent (so long as the Existing Contingent Notes have not been
satisfied in full and cash remains in the Contingent Note Reserve) and the
Significant Subsidiaries; (vi) certain judgments or decrees for the payment of
money in excess of $10.0 million; and (vii) certain defaults with respect to the
Subsidiary Guaranties. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.



                                                                               7

             Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is not opposed to the interest of the
Holders.

16.  TRUSTEE DEALINGS WITH THE COMPANY

             Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.  NO RECOURSE AGAINST OTHERS

             A director, officer, manager, employee,incorporator, member,
partner or stockholder, as such, of the Company, any Subsidiary Guarantor or the
Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or any Subsidiary Guarantor under any Subsidiary
Guaranty, as the case may be, or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

18.  AUTHENTICATION

             This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.

19.  ABBREVIATIONS

             Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



                                                                               8

20.  CUSIP NUMBERS

             Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

21.  HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

             Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

22.  GOVERNING LAW.

             THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

             The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture which has in it
the text of this Security in larger type. Requests may be made to:

     AmeriPath, Inc.
     7289 Garden Road
     Suite 200
     Riviera Beach, FL  33404
     Attention:  Chief Financial Officer



                                                                               9

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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

     (Print or type assignee's name, address and zip code)

     (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                  agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.

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

Date:                                       Your Signature:
     --------------------                                  ---------------------

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

Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Securities and the last date, if any, on which such Securities were
owned by the Company or any Affiliate of the Company, the undersigned confirms
that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1) / / to the Company;

     (2) / / pursuant to an effective registration statement under the
             Securities Act of 1933;

     (3) / / inside the United States to a "qualified institutional buyer" (as
             defined in Rule 144A under the Securities Act of 1933) that
             purchases for its own account or for the account of a qualified
             institutional buyer to whom notice is given that such transfer is
             being made in reliance on Rule 144A, in each case pursuant to and
             in compliance with Rule 144A under the Securities Act of 1933;



                                                                              10

     (4) / / outside the United States in an offshore transaction within the
             meaning of Regulation S under the Securities Act in compliance with
             Rule 904 under the Securities Act of 1933; or

     (5) / / pursuant to the exemption from registration provided by Rule 144
             under the Securities Act of 1933.

     Unless one of the boxes is checked, the Trustee will refuse to register any
     of the Securities evidenced by this certificate in the name of any person
     other than the registered holder thereof; PROVIDED, HOWEVER, that if box
     (4) or (5) is checked, the Trustee shall be entitled to require, prior to
     registering any such transfer of the Securities, such legal opinions,
     certifications and other information as the Company has reasonably
     requested to confirm that such transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the registration
     requirements of the Securities Act of 1933, such as the exemption provided
     by Rule 144 under such Act.

                                                          ---------------------
                                                          Signature

Signature Guarantee:

- -----------------------------                             ---------------------
Signature must be guaranteed                              Signature

             Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

              TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

             The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has



                                                                              11

determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.

Dated:
      -----------------------                       ----------------------------
                                                    NOTICE: To be executed by
                                                            an executive officer



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

             The following increases or decreases in this Global Security have
been made:



Date of      Amount of decrease    Amount of increase   Principal amount        Signature of
Exchange     in Principal          in Principal         of this global          authorized officer
             amount of the         amount of the        Security following      of Trustee or
             Global Security       Global Security      such decrease or        Securities
                                                        increase)               Custodian
                                                                    





                       OPTION OF HOLDER TO ELECT PURCHASE

             If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

             If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the
amount in principal amount: $______

Date:                                  Your Signature:
     ---------------                                   -------------------------
                                                       (sign exactly as your
                                                       name appears on the other
                                                       side of this Security. )

Signature Guarantee:
                    -----------------------------------------------------------
                                    (Signature must be guaranteed)

             Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



                                                                       EXHIBIT A

                       [FORM OF FACE OP EXCHANGE SECURITY
                       OR PRIVATE EXCHANGE SECURITY] */**/

- ----------
*/ If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Rule 144A/Regulation S Appendix and the attachment from
such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY".

**/ If the Security is a Private Exchange Security issued in a Private Exchange
to an Initial Purchaser holding an unsold portion of its initial allotment, add
the Restricted Securities Legend from Exhibit 1 to Rule 144A/Regulation S
Appendix and replace the Assignment Form included in this Exhibit A with the
Assignment Form included in such Exhibit 1.



                                                             CUSIP____________
No._____________                                             $________________


                    10 1/2% Senior Subordinated Note Due 2013

             AMY ACQUISITION CORP., a Delaware corporation, promises to pay to
                       , or registered assigns, the principal sum of
                         Dollars on April 1, 2013.

             Interest Payment Dates: April 1 and October 1.

             Record Dates: March 15 and September 15.



                                                                               3

             Additional provisions of this Security are set forth on the other
side of this Security.

Dated:

                                            AMY ACQUISITION CORP.

                                               by
                                                  ------------------------
                                               Name:
                                               Title:



                                                                               4

TRUSTEE'S CERTIFICATE OF
   AUTHENTICATION

U.S. Bank National Association,
  as Trustee, certifies
        that this is one of
        the Securities referred
        to in the Indenture.

  by
    -----------------------------
        Authorized Signatory



                       [FORM OF REVERSE SIDE OF SECURITY]

                    10 1/2% Senior Subordinated Note Due 2013

1.   INTEREST

             Amy Acquisition Corp., a Delaware corporation {such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above[; PROVIDED, HOWEVER,
that, to the extent provided in the Registration Rights Agreement, if a
Registration Default (as defined in the Registration Rights Agreement) occurs,
additional interest will accrue on this Security at a rate of 0.25% per annum
(increasing by an additional 0.25% per annum after each consecutive 90-day
period that occurs after the date on which such Registration Default occurs up
to a maximum additional interest rate of 1.00%) from and including the date on
which any such Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured.](1) The Company will pay
interest semiannually on April 1 and October 1 of each year, commencing October
1, 2003.

             Interest on the Securities will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from March 27,
2003. Interest on overdue principal will be paid by the Issuer at 1% per annum
in excess of the rate shown above and the Issuer will pay interest on overdue
installments of interest at such higher rate to the extent lawful. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

2.   METHOD OF PAYMENT

             The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on the March 15 or September 15 next preceding the interest payment
date even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal

- ----------
1.   Insert if at the date of issuance of the Exchange Security or Private
Exchange Security (as the case may be) any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.



                                                                               2

and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of the
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by wire transfer of immediately available funds
to the accounts specified by The Depository Trust Company. The Company will make
all payments in respect of a certificated Security (including principal,
premium, if any, and interest) by mailing a check to the registered address of
each Holder thereof; PROVIDED, HOWEVER, that payments on a certificated Security
will be made by wire transfer to a U.S. dollar account maintained by the payee
with a bank in the United States if such Holder elects payment by wire transfer
by giving written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately preceding the
relevant due date for payment (or such other date as the Trustee may accept in
its discretion).

3.   PAYING AGENT AND REGISTRAR

             Initially, U.S. Bank National Association (the "Trustee"), will act
as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent or Registrar without notice. The Company or any of its domestically
incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.   INDENTURE

             The Company issued the Securities under an Indenture dated as of
March 27, 2003 (the "Indenture"), among the Company, AmeriPath Holdings, Inc.,
the guarantors party thereto and the Trustee, The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as
in effect on the date of the Indenture (the "Act"). Terms defined in the
Indenture and not defined herein have the meanings ascribed thereto in the
Indenture. The Securities are subject to all such terms, and Securityholders are
referred to the Indenture and the Act for a statement of those terms.

             The Securities are general unsecured obligations of the Company.
The Securities issued on the Issue Date, any Additional Securities and any
Exchange Securities or Private Exchange Securities will be treated as a single
class for all purposes under the Indenture. The Indenture contains covenants
that limit the ability of the Company and its subsidiaries to incur additional
indebtedness; pay dividends or distributions on, or redeem or repurchase



                                                                               3

capital stock; make investments; issue or sell capital stock of subsidiaries;
engage in transactions with affiliates; transfer or sell assets; guarantee
indebtedness; change their line of business; restrict dividends or other
payments of subsidiaries; and consolidate, merge or transfer all or
substantially all of its assets and the assets of its subsidiaries. These
covenants are subject to important exceptions and qualifications.

5.   OPTIONAL REDEMPTION

             Except as set forth below, the Company shall not be entitled to
redeem the Securities.

             On and after April I, 2008, the Company shall be entitled at its
option to redeem all or a portion of the Securities (which includes Additional
Securities, if any) upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed in percentages of principal amount on the
redemption date), plus accrued interest to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date), if redeemed during the 12-month period
commencing on April 1 of the years set forth below:



                                                        Redemption
             Period                                        Price
             ------                                     ----------
                                                     
             2008                                        105.25%
             2009                                        103.50%
             2010                                        101.75%
             2011 and thereafter                        100.000%


             In addition, prior to April 1, 2006, the Company shall be entitled
at its option on one or more occasions to redeem Securities (which includes
Additional Securities, if any) in an aggregate principal amount not to exceed
35% of the aggregate principal amount of the Securities originally issued at a
redemption price (expressed as a percentage of principal amount) of 110.50%,
plus accrued and unpaid interest to the redemption date, with the net cash
proceeds received by the Company from one or more Qualified Equity Offerings
(PROVIDED that, if the Qualified Equity Offering is an offering by Parent, a
portion of the Net Cash Proceeds thereof equal to the amount required to redeem
any such Notes is contributed to the equity capital of the Company or used to
acquire Capital Stock of the Company (other than Disqualified Stock) from the
Company); PROVIDED, HOWEVER,



                                                                               4

that (1) at least 65% of such aggregate principal amount of Securities (which
includes Additional Securities, if any) remains outstanding immediately after
the occurrence of each such redemption (other than Securities held, directly or
indirectly, by the Company or its Affiliates); and (2) each such redemption
occurs within 90 days after the date of the related Qualified Equity Offering.

6.   NOTICE OF REDEMPTION

             Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Securities to be
redeemed at its registered address. Securities in denominations larger than
$1,000 principal amount may be redeemed in part but only in whole multiples of
$1,000. Securities in denominations of $1,000 principal amount or less may be
redeemed in whole but not in part. If money sufficient to pay the redemption
price of and accrued interest on all Securities (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before
the redemption date and certain other conditions are satisfied, on and after
such date interest ceases to accrue on such Securities (or such portions
thereof) called for redemption.

7.   PUT PROVISIONS

             Upon a Change of Control, any Holder of Securities will have the
right to cause the Company to repurchase all of the Securities of such Holder at
a repurchase price equal to 101% of the principal amount of the Securities to be
repurchased plus accrued interest to the date of repurchase (subject to the
right of holders of record on the relevant record date to receive interest due
on the related interest payment date) as provided in, and subject to the terms
of, the Indenture.

8.   SUBORDINATION

             The Securities are subordinated to Senior Indebtedness of the
Company, as defined in the Indenture. To the extent provided in the Indenture,
Senior Indebtedness of the Company must be paid before the Securities may be
paid. The Company agrees, and each Securityholder by accepting a Security
agrees, to the subordination provisions contained in the Indenture and
authorizes the Trustee to give it effect and appoints the Trustee as
attorney-in-fact for such purpose.



                                                                               5

9.   SUBSIDIARY GUARANTY

             The payment by the Company of the principal of, and premium and
interest on, the Securities is fully and unconditionally guaranteed on a joint
and several senior subordinated basis by each of the Subsidiary Guarantors to
the extent set forth in the Indenture.

10.  DENOMINATIONS; TRANSFER; EXCHANGE

             The Securities are in registered form without coupons in
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Securities in accordance with the Indenture. The
Company or the Registrar may require a Holder, among other things, to pay a sum
sufficient to pay all taxes, assessments or other governmental charges in
connection with any transfer or exchange pursuant to this Section. The Company
shall not be required to make and the Registrar need not register transfers or
exchanges of Securities selected for redemption (except, in the case of
Securities to be redeemed in part, the portion thereof not to be redeemed) or
any Securities for a period of 15 days before a selection of Securities to be
redeemed or 15 days before an interest payment date.

11.  PERSONS DEEMED OWNERS

             The registered Holder of this Security may be treated as the owner
of it for all purposes.

12.  UNCLAIMED MONEY

             If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

13.  DISCHARGE AND DEFEASANCE

             Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Securities and
the Indenture, and the obligations of the Subsidiary Guarantors under their
Subsidiary Guaranties, if the Company deposits with the Trustee money or U.S.
Government Obligations for the payment of principal and interest on the
Securities to redemption or maturity, as the case may be.



                                                                               6

14.  AMENDMENT; WAIVER

             Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended with the written consent of the
Holders of at least a majority in principal amount outstanding of the Securities
and (ii) any default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in principal amount outstanding of
the Securities. Subject to certain exceptions set forth in the Indenture,
without the consent of any Securityholder, Parent, the Company, the Subsidiary
Guarantors and the Trustee shall be entitled to amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
guarantees with respect to the Securities, including Subsidiary Guaranties, or
to secure the Securities, or to add additional covenants or surrender rights and
powers conferred on the Company or the Subsidiary Guarantors, or to comply with
any request of the SEC in connection with qualifying the Indenture under the
Act, or to make certain changes in the subordination provisions, or to make any
change that does not adversely affect the rights of any Securityholder.

15.  DEFAULTS AND REMEDIES

             Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Securities; (ii) default in payment of
principal on the Securities at maturity, upon redemption pursuant to paragraph 5
of the Securities, upon acceleration or otherwise, or failure by the Company to
redeem or purchase Securities when required; (iii) failure by the Company,
Parent or any Subsidiary Guarantor to comply with other agreements in the
Indenture or the Securities, in certain cases subject to notice and lapse of
time; (iv) certain accelerations (including failure to pay within any grace
period after final maturity) of other Indebtedness of the Company, Parent (so
long as the Existing Contingent Notes have not been satisfied in full and cash
remains in the Contingent Note Reserve), any Subsidiary Guarantor or any
Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $10.0
million; (v) certain events of bankruptcy or insolvency with respect to the
Company, Parent (so long as the Existing Contingent Notes have not been
satisfied in full and cash remains in the Contingent Note Reserve) and the
Significant Subsidiaries; (vi) certain judgments or decrees for the payment of
money in excess of $10.0 million; and (vii) certain defaults with respect to



                                                                               7

the Subsidiary Guaranties. If an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the Securities may
declare all the Securities to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities being due and payable immediately upon the occurrence of such Events
of Default.

             Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives indemnity or security
satisfactory to it. Subject to certain limitations, Holders of a majority in
principal amount of the Securities may direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Securityholders notice of any
continuing Default (except a Default in payment of principal or interest) if it
determines that withholding notice is not opposed to the interest of the
Holders.

16.  TRUSTEE DEALINGS WITH THE COMPANY

             Subject to certain limitations imposed by the Act, the Trustee
under the Indenture, in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

17.  NO RECOURSE AGAINST OTHERS

             A director, officer, manager, employee, incorporator, member,
partner or stockholder, as such, of the Company, any Subsidiary Guarantor or the
Trustee shall not have any liability for any obligations of the Company under
the Securities or the Indenture or any Subsidiary Guarantor under any Subsidiary
Guaranty, as the case may be, or this Indenture or for any claim based on, in
respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.

18.  AUTHENTICATION

             This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.



                                                                               8

19.  ABBREVIATIONS

             Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

20.  CUSIP NUMBERS

             Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures the Company has caused CUSIP numbers
to be printed on the Securities and has directed the Trustee to use CUSIP
numbers in notices of redemption as a convenience to Securityholders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

[21. HOLDERS' COMPLIANCE WITH REGISTRATION RIGHTS AGREEMENT.

             Each Holder of a Security, by acceptance hereof, acknowledges and
agrees to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.](2)

22.  GOVERNING LAW.

             THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

             The Company will furnish to any Securityholder upon written request
and without charge to the Securityholder a copy of the Indenture which has in it
the text of this Security in larger type. Requests may be made to:

     AmeriPath, Inc.
     7289 Garden Road
     Suite 200
     Riviera Beach, FL  33404
     Attention:  Chief Financial Officer

- ----------
2.   Delete if this Security is not being issued in exchange for an Initial
Security.



                                                                               9

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

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

     (Print or type assignee's name, address and zip code)

     (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                  agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him.

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

Date:                                       Your Signature:
     --------------------                                  ---------------------

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

Sign exactly as your name appears on the other side of this Security.



                       OPTION OF HOLDER TO ELECT PURCHASE

             If you want to elect to have this Security purchased by the Company
pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

             If you want to elect to have only part of this Security purchased
by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the
amount in principal amount: $______

Date:                                   Your Signature:
     ------------------
                                                       (Sign exactly as your
                                                       name appears on the other
                                                       side of this Security.)

Signature Guarantee:
                    -----------------------------------------------------------
                                     (Signature must be guaranteed)

             Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.



                                                                         ANNEX A

                      [FORM OF SUPPLEMENTAL INDENTURE TO BE
                       DELIVERED BY SUBSIDIARY GUARANTORS]

             SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[ ] among [ ] (the "Subsidiary Guarantor"), a [ ] and a subsidiary of AmeriPath,
Inc., a Delaware corporation (or its permitted successor) (the "Company"), the
Company, AmeriPath Holdings, Inc., a Delaware corporation ("Holdings"), the
other Subsidiary Guarantors and U.S. Bank National Association, as Trustee under
the Indenture (the "Trustee").

                                   WITNESSETH

             WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of March 27, 2003, providing
for the issuance of 10-1/2% Senior Subordinated Notes due 2013 (the
"Securities");

             WHEREAS, pursuant to Section 4.11 of the Indenture, the Company may
cause a Domestic Restricted Subsidiary that Incurs Indebtedness (other than, in
the case of any Consolidated Managed Subsidiary, Indebtedness owed to the
Company or any Subsidiary Guarantor), or a Foreign Subsidiary that enters into a
Guarantee of any Indebtedness of the Company, to execute and deliver to the
Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will
Guarantee payment of the Securities on the same terms and conditions as those
set forth in the Indenture; and

             WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

             NOW THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Subsidiary Guarantor, Holdings the other Subsidiary Guarantors and
the Trustee mutually covenant and agree for the equal and ratable benefit of the
Holders of the Securities as follows:

             SECTION 1. CAPITALIZED TERMS. Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture.

             SECTION 2. GUARANTIES. The Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally with the other
Subsidiary Guarantors, to each Holder and to the Trustee and its successors and
assigns (a) the full and punctual payment of principal of and interest



                                                                               2

on the Securities when due, whether at maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under the
Indenture and the Securities and (b) the full and punctual performance within
applicable grace periods of all other obligations of the Company under the
Indenture and the Securities (all the foregoing being hereinafter collectively
called the "Guaranteed Obligations"). The Subsidiary Guarantor further agrees
that the Guaranteed Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from the Subsidiary Guarantor and that the
Subsidiary Guarantor will remain bound under this Supplemental Indenture
notwithstanding any extension or renewal of any Guaranteed Obligation.

             The Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the Guaranteed Obligations and also
waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice
of any default under the Securities or the Guaranteed Obligations. The
obligations of the Subsidiary Guarantor hereunder shall not be affected by (a)
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Company or any other Person under the
Indenture, this Supplemental Indenture, the Securities or any other agreement or
otherwise; (b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or provisions of the
Indenture, this Supplemental Indenture, the Securities or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the
Guaranteed Obligations or any of them; (e) the failure of any Holder or the
Trustee to exercise any right or remedy against any other guarantor of the
Guaranteed Obligations; or (f) except as set forth in Section 11.06 of the
Indenture, any change in the ownership of the Subsidiary Guarantor.

             The Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security held for
payment of the Guaranteed Obligations.

             The Subsidiary Guaranty is, to the extent and in the manner set
forth in Article 12 of the Indenture, subordinated and subject in right of
payment to the prior payment in full of the principal of and premium, if any,
and interest on all Senior Indebtedness of the Subsidiary



                                                                               3

Guarantor and the Subsidiary Guaranty is made subject to the provisions of the
Indenture.

             Except as expressly set forth in Section 8.01(b), 11.02 and 11.06
of the Indenture, the obligations of the Subsidiary Guarantor hereunder shall
not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the obligations of the Subsidiary Guarantor
herein shall not be discharged or impaired or otherwise affected by the failure
of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under the Indenture, this Supplemental Indenture, the Securities or any
other agreement, by any waiver or modification of any thereof, by any default,
failure or delay, wilful or otherwise, in the performance of the Guaranteed
Obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
the Subsidiary Guarantor or would otherwise operate as a discharge of the
Subsidiary Guarantor as a matter of law or equity.

             The Subsidiary Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Guaranteed
Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

             In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against the
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Guaranteed Obligation when and as the same
shall become due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Guaranteed Obligation, the
Subsidiary Guarantor hereby promises to and shall, upon receipt of written
demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the
Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of
such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed
Obligations (but only to the extent not prohibited by law) and (3) all other
monetary Guaranteed Obligations of the Company to the Holders and the Trustee.



                                                                               4

             The Subsidiary Guarantor agrees that it shall not be entitled to
any right of subrogation in respect of any Guaranteed Obligations guaranteed
hereby until payment in full of all Guaranteed Obligations and all obligations
to which the Guaranteed Obligations are subordinated as provided in Article 12
of the Indenture. The Subsidiary Guarantor agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the Guaranteed Obligations may be accelerated as provided in Article 6 of the
Indenture for the purposes of the Subsidiary Guarantor's Subsidiary Guaranty
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guaranteed Obligations, and (y) in the event
of any declaration of acceleration of such Guaranteed Obligations as provided in
Article 6 of the Indenture, such Guaranteed Obligations (whether or not due and
payable) shall forthwith become due and payable by the Subsidiary Guarantor for
the purposes of this Supplemental Indenture.

             The Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees) incurred by the Trustee or any
Holder in enforcing any rights under this Section 2.

             SECTION 3. LIMITATION ON LIABILITY. Any term or provision of this
Supplemental Indenture to the contrary notwithstanding, the maximum aggregate
amount of the Guaranteed Obligations by the Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without rendering this
Supplemental Indenture, as it relates to the Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance, fraudulent transfer or
similar laws affecting the rights of creditors generally.

             SECTION 4. SUCCESSORS AND ASSIGNS. This Supplemental Indenture
shall be binding upon the Subsidiary Guarantor and its successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Supplemental Indenture and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Supplemental Indenture.

             SECTION 5. NO WAIVER. Neither a failure nor a delay on the part of
either the Trustee or the Holders in exercising any right, power or privilege
under this Supplemental Indenture shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any



                                                                               5

other or further exercise of any right, power or privilege. The rights, remedies
and benefits of the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or benefits which
either may have under this Supplemental Indenture at law, in equity, by statute
or otherwise.

             SECTION 6. MODIFICATION. No modification, amendment or waiver of
any provision of this Supplemental Indenture, nor the consent to any departure
by the Subsidiary Guarantor therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Subsidiary Guarantor in any case
shall entitle the Subsidiary Guarantor to any other or further notice or demand
in the same, similar or other circumstances.

             SECTION 7. RELEASE. Upon

             (i)    the sale (including any sale pursuant to any exercise of
     remedies by a holder of Senior Indebtedness of the Company or of such
     Subsidiary Guarantor) or other disposition (including by way of
     consolidation or merger) of the Subsidiary Guarantor,

             (ii)   the sale or disposition of all or substantially all the
     assets of the Subsidiary Guarantor or

             (iii)  upon the designation of the Subsidiary Guarantor as an
     Unrestricted Subsidiary pursuant to the terms of the Indenture,

the Subsidiary Guarantor shall be deemed released from all obligations under
this Supplemental Indenture without any further action required on the part of
the Trustee or any Holder, in each case other than a sale or disposition to
Parent or a Subsidiary of Parent, PROVIDED, HOWEVER, in the case of clauses (i)
and (ii) above, the Company provides an Officers' Certificate to the Trustee to
the effect that the Company will comply with its obligations under Section 4.06
of the Indenture.

             SECTION 8. CONTRIBUTION. The Subsidiary Guarantor shall be entitled
upon payment in full of all guarantied obligations under this Supplemental
Indenture to a contribution from each other Subsidiary Guarantor in an amount
equal to such other Subsidiary Guarantor's pro rata portion of such payment
based on the respective net assets



                                                                               6

of all the Subsidiary Guarantors at the time of such payment determined in
accordance with GAAP.

             SECTION 9. GOVERNING LAW. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.

             SECTION 10. NO RECOURSE AGAINST OTHERS. A director, officer,
employee, incorporates, partner, stockholder, member or manager, as such, of the
Subsidiary Guarantor shall not have any liability for any obligations of Parent
or the Company under the Securities or the indenture or of the Subsidiary
Guarantor under its Subsidiary Guaranty, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder waives and
releases all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

             SECTION 11. MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough
to prove this Supplemental Indenture.

             SECTION 12. HEADINGS. The headings of the Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.

             IN WITNESS WHEREOF, the parties have caused this Supplemental
Indenture to be duly executed as of the date first written above.

                                                     [SUBSIDIARY GUARANTOR]

                                                     by
                                                        ----------------------
                                                        Name:
                                                        Title:



                                                                               7

                                                     AMERIPATH, INC

                                                     by

                                                     -------------------------
                                                        Name:
                                                        Title:

                                                     AMERIPATH HOLDINGS, INC

                                                     by

                                                     -------------------------
                                                        Name:
                                                        Title:

                                                     [OTHER SUBSIDIARY
                                                     GUARANTORS]

                                                     by

                                                     -------------------------
                                                        Name:
                                                        Title:

                                                     U.S. BANK NATIONAL
                                                     ASSOCIATION, as Trustee

                                                     by

                                                     -------------------------
                                                        Name:
                                                        Title:

EX-10.1

                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                                  $275,000,000

                              AMY ACQUISITION CORP.

                   10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

                               PURCHASE AGREEMENT

                                                                  March 13, 2003

CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
WACHOVIA SECURITIES, INC.
 c/o Credit Suisse First Boston LLC,
     Eleven Madison Avenue,
       New York, New York 10010-3629

Dear Sirs:

     1.   INTRODUCTORY. Amy Acquisition Corp., a Delaware corporation (the
"COMPANY"), which will be merged with and into AmeriPath, Inc., a Delaware
corporation ("AMERIPATH"), upon closing of the Merger (as defined below),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the several initial purchasers named in Schedule A hereto (the "PURCHASERS")
$275,000,000 principal amount of its 10 1/2% Senior Subordinated Notes due 2013
(the "OFFERED SECURITIES") to be issued under an indenture to be dated as of
March 27, 2003 (the "INDENTURE"), among the Company, the Guarantors (as defined
in paragraph 2(c) below) and U.S. Bank National Association, as Trustee, on a
private placement basis pursuant to an exemption under Section 4(2) of the
United States Securities Act of 1933 (the "SECURITIES ACT"). Concurrently with
the purchase and sale of the Offered Securities, the Company will be merged with
and into AmeriPath (the "MERGER") pursuant to and on the terms and conditions
contained in the Agreement and Plan of Merger dated as of December 8, 2002 (the
"MERGER AGREEMENT"), among the Company, Amy Holding Company ("PARENT") and
AmeriPath. Following the closing of the Merger, references in this Agreement to
the Company will mean AmeriPath, as the surviving company in the Merger. In
connection therewith, the Company hereby agrees with the several Purchasers as
follows:

     The holders of the Offered Securities will be entitled to the benefits of a
Registration Rights Agreement among the Company, the Guarantors and the
Purchasers (the "REGISTRATION RIGHTS AGREEMENT"), pursuant to which the Company
agrees to file a registration statement with the Securities Exchange Commission
(the "COMMISSION") registering the resale of the Offered Securities under the
Securities Act.

     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to, and agrees with, the several Purchasers that:



                                                                               2

          (a)  A preliminary offering circular and an offering circular relating
     to the Offered Securities has been prepared by the Company. Such
     preliminary offering circular (the "PRELIMINARY OFFERING CIRCULAR") and
     offering circular (the "OFFERING CIRCULAR"), as supplemented as of the date
     of this Agreement, together with any other document approved by the Company
     for use in connection with the contemplated resale of the Offered
     Securities, are hereinafter collectively referred to as the "OFFERING
     DOCUMENT". The Preliminary Offering Circular as of its date did not and the
     Offering Circular as of the date of this Agreement does not include any
     untrue statement of a material fact or omit to state any material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The preceding
     sentence does not apply to statements in or omissions from the Offering
     Document based upon written information furnished to the Company by any
     Purchaser through Credit Suisse First Boston LLC and Deutsche Bank
     Securities Inc. (the "MANAGERS") specifically for use therein; it being
     understood and agreed that the only such information is that described as
     such in Section 7(b) hereof.

          (b)  Each of the Company and AmeriPath has been duly incorporated and
     is an existing corporation in good standing under the laws of the State of
     Delaware, with the corporate power and authority to own its properties and
     conduct its business as described in the Offering Document; and AmeriPath
     is duly qualified to do business as a foreign corporation in good standing
     (to the extent such qualification exists) in all other jurisdictions in
     which its ownership or lease of property or the conduct of its business
     requires such qualification, except where the failure to be so qualified
     individually or in the aggregate would not have a material adverse effect
     on the business, assets, operations, condition (financial or otherwise) or
     prospects of the Company, AmeriPath and the Subsidiaries (as defined in
     paragraph 2(c) below) taken as a whole (a "MATERIAL ADVERSE EFFECT").

          (c)  Each of AmeriPath's subsidiaries (the "SUBSIDIARIES") has been
     duly incorporated or organized and is an existing corporation or other
     applicable legal entity in good standing (to the extent such qualification
     exists) under the laws of the jurisdiction of its incorporation or
     organization, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Offering Document;
     and each Subsidiary is duly qualified to do business as a foreign
     corporation or other applicable legal entity in good standing (to the
     extent such qualification exists) in all other jurisdictions in which its
     ownership or lease of property or the conduct of its business requires such
     qualification, except where the failure to be so qualified individually or
     in the aggregate would not have a Material Adverse Effect; the legal name
     and jurisdiction of incorporation or organization of each Subsidiary has
     been set forth on Schedule B hereto; all of the issued and outstanding
     capital stock (or other equity securities) of each Subsidiary has been duly
     authorized and validly issued and is fully paid and nonassessable (or
     equivalent); and, except as disclosed in the Offering Document or otherwise
     set forth on Schedule B hereto, all of the capital stock of each Subsidiary
     is owned by AmeriPath, directly or through other Subsidiaries, free from
     liens, encumbrances and defects.



                                                                               3

          (d)  This Agreement, the Indenture, the Merger Agreement and the
     Registration Rights Agreement have been (or will be on the Closing Date, in
     the case of the Guarantors with respect to the Indenture and the
     Registration Rights Agreement) duly authorized by the Company and, to the
     extent applicable, AmeriPath and the Guarantors; this Agreement and the
     Merger Agreement have been duly executed and delivered by the Company, and
     the Merger Agreement has been duly executed and delivered by AmeriPath; the
     Offered Securities have been duly authorized by the Company; when the
     Offered Securities are delivered and paid for pursuant to this Agreement on
     the Closing Date (as defined in paragraph 3 below), the Indenture and the
     Registration Rights Agreement will have been duly executed and delivered by
     the Company and the Guarantors, such Offered Securities will have been duly
     executed, authenticated, issued and delivered by the Company and will
     conform in all material respects to the description thereof contained in
     the Offering Document; and when the Offered Securities have been issued,
     executed and authenticated and delivered to and paid for by the Purchasers
     in accordance with the terms of this Agreement and the Indenture, such
     Offered Securities and the Registration Rights Agreement will constitute
     valid and legally binding obligations of the Company and, to the extent
     applicable, the Guarantors, enforceable in accordance with their terms,
     subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws of general applicability relating to or
     affecting creditors' rights and to general equity principles (regardless of
     whether considered in a proceeding at law or in equity).

          (e)  On the Closing Date, the guaranty (the "GUARANTY") of the Offered
     Securities by each Subsidiary that is a guarantor thereof (the
     "GUARANTORS") will have been duly authorized by each such Guarantor, and
     will conform in all material respects to the description thereof contained
     in the Offering Document; when the Offered Securities have been issued,
     executed and authenticated in accordance with the Indenture and delivered
     to and paid for by the Purchasers in accordance with the terms of this
     Agreement, the Guaranty of each Guarantor will constitute a valid and
     legally binding obligation of each such Guarantor enforceable in accordance
     with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity principles
     (regardless of whether considered in a proceeding at law or in equity).

          (f)  On the Closing Date, the Exchange Securities (as defined in the
     Registration Rights Agreement) will have been duly authorized by the
     Company; and when the Exchange Securities are issued, executed and
     authenticated in accordance with the terms of the Exchange Offer (as
     defined in the Registration Rights Agreement) and the Indenture, the
     Exchange Securities will constitute valid and legally binding obligations
     of the Company, enforceable in accordance with their terms, subject to
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     similar laws of general applicability relating to or affecting creditors'
     rights and to general equity principles (regardless of whether considered
     in a proceeding at law or in equity).

          (g)  On the Closing Date, the guaranty of the Exchange Securities by
     each Guarantor will have been duly authorized by each such Guarantor; and
     when the Exchange Securities have been issued, executed and authenticated
     in accordance with the



                                                                               4

     terms of the Exchange Offer and the Indenture, the guaranty of each
     Guarantor will constitute a valid and legally binding obligation of each
     such Guarantor, enforceable in accordance with its terms, subject to
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     similar laws of general applicability relating to or affecting creditors'
     rights and to general equity principles (regardless of whether considered
     in a proceeding at law or in equity).

          (h)  Except as disclosed in the Offering Document, there are no
     contracts, agreements or understandings between the Company, AmeriPath or
     any Subsidiary and any person (other than the Purchasers) that would give
     rise to a valid claim against the Company, AmeriPath, any Subsidiary or any
     Purchaser for a brokerage commission, finder's fee or other like payment in
     connection with the issuance of the Offered Securities.

          (i)  No consent, approval, authorization, or order of, or filing with,
     any governmental agency or body or any court is required for the
     consummation of the transactions contemplated by this Agreement and the
     Registration Rights Agreement in connection with the issuance and sale of
     the Offered Securities by the Company, except for the filing of the
     Exchange Offer Registration Statement or the Shelf Registration Statement
     and the order of the Commission declaring the Exchange Offer Registration
     Statement or the Shelf Registration Statement (each as defined in the
     Registration Rights Agreement) effective and except as may be required
     under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
     Act") or state securities laws.

          (j)  The execution, delivery and performance of the Indenture, the
     Guaranty, this Agreement and the Registration Rights Agreement, and the
     issuance and sale of the Offered Securities and compliance with the terms
     and provisions thereof will not result in a breach or violation of any of
     the terms and provisions of, or constitute a default under, (i) any
     statute, any rule, regulation or order of any governmental agency or body
     or any court, domestic or foreign, having jurisdiction over the Company,
     AmeriPath, the Parent or any Subsidiary or any of their properties, (ii)
     any agreement or instrument to which the Company, AmeriPath, the Parent or
     any such Subsidiary is a party or by which the Company, AmeriPath, the
     Parent or any such Subsidiary is bound or to which any of the properties of
     the Company, AmeriPath, the Parent or any such Subsidiary is subject, or
     (iii) the charter or by-laws of the Company, AmeriPath, the Parent or any
     such Subsidiary; and the Company has full power and authority to authorize,
     issue and sell the Offered Securities as contemplated by this Agreement,
     except in the case of clause (i) and (ii) for any breach or violation of or
     default under any such statute, rule, regulation, order, agreement or
     instrument that individually or in the aggregate wound not have a Material
     Adverse Effect.

          (k)  Except as disclosed in the Offering Document, the Company,
     AmeriPath and the Subsidiaries have good and marketable title to all real
     properties and all other material properties and assets owned by them, in
     each case free from liens, encumbrances and defects that would materially
     affect the value thereof or materially interfere with the use made or to be
     made thereof by them; and, except as disclosed in the Offering Document,
     the Company, AmeriPath and the Subsidiaries hold any leased real or
     material personal



                                                                               5

     property under valid and enforceable leases with no exceptions that would
     materially interfere with the use made or to be made thereof by them.

          (l)  Except as would not individually or in the aggregate have a
     Material Adverse Effect, the Company, AmeriPath and the Subsidiaries
     possess adequate certificates, authorities or permits issued by appropriate
     governmental agencies or bodies necessary to conduct the business now
     operated by them and have not received any notice of proceedings relating
     to the revocation or modification of any such certificate, authority or
     permit.

          (m)  No labor dispute with the employees of the Company, AmeriPath or
     any Subsidiary exists or, to the knowledge of the Company, is imminent that
     is reasonably likely to have a Material Adverse Effect.

          (n)  Except as would not individually or in the aggregate have a
     Material Adverse Effect, the Company, AmeriPath and the Subsidiaries own,
     possess or can acquire on reasonable terms, or have valid licenses or other
     legal rights to use, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "INTELLECTUAL PROPERTY RIGHTS")
     necessary to conduct the business now operated by them, or presently used
     by them, and have not received any notice of infringement of or conflict
     with asserted rights of others with respect to any intellectual property
     rights.

          (o)  Except as disclosed in the Offering Document, none of the
     Company, AmeriPath or any of the Subsidiaries is in violation of any
     statute, any rule, regulation, decision or order of any governmental agency
     or body or any court, domestic or foreign, relating to the use, disposal or
     release of hazardous or toxic substances or relating to the protection or
     restoration of the environment or human exposure to hazardous or toxic
     substances (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
     property contaminated with any substance that is subject to any
     environmental laws, is liable for any off-site disposal or contamination
     pursuant to any environmental laws, or is subject to any claim relating to
     any environmental laws, which violation, contamination, liability or claim
     would individually or in the aggregate have a Material Adverse Effect; and
     the Company is not aware of any pending investigation which might lead to
     such a claim.

          (p)  Except as disclosed in the Offering Document, there are no
     pending actions, suits or proceedings against or, to the Company's
     knowledge, affecting the Company, AmeriPath, any of the Subsidiaries or any
     of their respective properties that, if determined adversely to the
     Company, AmeriPath or any of the Subsidiaries, would individually or in the
     aggregate have a Material Adverse Effect, or would materially and adversely
     affect the ability of the Company to perform its obligations under the
     Indenture, this Agreement or the Registration Rights Agreement, or which
     are otherwise material in the context of the sale of the Offered
     Securities; and no such actions, suits or proceedings are, to the knowledge
     of the Company, threatened.

          (q)  The financial statements included in the Offering Document
     present fairly in all material respects the financial position of (i) the
     Company and (ii) AmeriPath and the



                                                                               6

     Subsidiaries, on a consolidated basis, as of the dates shown, in the case
     of the financial statements referred to in (ii) above, and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States applied on a consistent basis;
     and the assumptions used in preparing the pro forma financial statements
     included in the Offering Document provide a reasonable basis for presenting
     the significant effects directly attributable to the Merger or the other
     transactions or events described therein, the related pro forma adjustments
     give appropriate effect to those assumptions, and the pro forma columns
     therein reflect the proper application of those adjustments to the
     corresponding historical financial statement amounts. The financial and
     statistical information included in the Offering Document with respect to
     AmeriPath's existing contingent notes issued in connection with prior
     acquisitions and any earn-out payments similar thereto presents fairly in
     all material respects the obligations of AmeriPath thereunder and is
     otherwise true and accurate in all material respects.

          (r)  Except as disclosed in the Offering Document, since the date of
     the latest audited financial statements included in the Offering Document
     there has been no material adverse change, nor any development or event
     involving a prospective material adverse change, in the business, assets,
     operations, condition (financial or other) or prospects of the Company or
     AmeriPath and the Subsidiaries taken as a whole, and, except as disclosed
     in or contemplated by the Offering Document, there has been no dividend or
     distribution of any kind declared, paid or made by the Company, AmeriPath
     or any Subsidiary on any class of capital stock.

          (s)  The Company is not an open-end investment company, unit
     investment trust or face-amount certificate company that is or is required
     to be registered under Section 8 of the United States Investment Company
     Act of 1940 (the "INVESTMENT COMPANY ACT"); and the Company is not and,
     after giving effect to the offering and sale of the Offered Securities and
     the application of the proceeds thereof as described in the Offering
     Document, will not be an "investment company" as defined in the Investment
     Company Act.

          (t)  No securities of the same class (within the meaning of
     Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
     listed on any national securities exchange registered under Section 6 of
     the Exchange Act or quoted in a U.S. automated inter-dealer quotation
     system.

          (u)  Assuming the accuracy of the Purchasers' representations and
     warranties contained in Section 4 below, the offer and sale of the Offered
     Securities by the Company to the several Purchasers in the manner
     contemplated by this Agreement will be exempt from the registration
     requirements of the Securities Act by reason of Section 4(2) thereof and
     Regulation S and it is not necessary to qualify an indenture in respect of
     the Offered Securities under the United States Trust Indenture Act of 1939,
     as amended (the "TRUST INDENTURE ACT"), PROVIDED that on the Closing Date,
     the Indenture will conform in all material respects to the requirements of
     the Trust Indenture Act and the rules and regulations of the Commission
     applicable to an indenture that is qualified thereunder.



                                                                               7

          (v)  Neither the Company or any of its affiliates nor any person
     acting on its or their behalf (i) has, within the six-month period prior to
     the date hereof, offered or sold in the United States or to any U.S. person
     (as such terms are defined in Regulation S under the Securities Act) the
     Offered Securities or any security of the same class or series as the
     Offered Securities or (ii) has offered or will offer or sell the Offered
     Securities (A) in the United States by means of any form of general
     solicitation or general advertising within the meaning of Rule 502(c) under
     the Securities Act or (B) with respect to any securities sold in reliance
     on Rule 903 of Regulation S, by means of any directed selling efforts
     within the meaning of Rule 902(c) of Regulation S. The Company has not
     entered and will not enter into any contractual arrangement with respect to
     the distribution of the Offered Securities except for this Agreement.

          (w)  Neither the Company, AmeriPath or any Subsidiary nor any agent
     thereof acting on their behalf has taken, and none of them will take, any
     action that might cause the transactions contemplated by this Agreement,
     including the issuance or sale of the Offered Securities, to violate
     Regulation T, Regulation U or Regulation X of the Board of Governors of the
     Federal Reserve System.

     3.   PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, at a purchase price of 97.00% of the principal amount thereof
plus accrued interest from March 27, 2003 to the Closing Date (as hereinafter
defined) the respective principal amounts of Offered Securities set forth
opposite the names of the several Purchasers in Schedule A hereto.

     The Company will deliver against payment of the purchase price the Offered
Securities to be offered and sold by the Purchasers in reliance on Regulation S
(the "REGULATION S SECURITIES") in the form of one or more temporary global
Securities in registered form without interest coupons (the "TEMPORARY
REGULATION S GLOBAL SECURITIES") which will be deposited with the Trustee as
custodian for The Depository Trust Company ("DTC") for the respective accounts
of the DTC participants for Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe anonyme
("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as nominee
for DTC. The Company will deliver against payment of the purchase price the
Offered Securities to be purchased by each Purchaser hereunder and to be offered
and sold by each Purchaser in reliance on Rule 144A under the Securities Act
(the "144A SECURITIES") in the form of one or more permanent global security in
definitive form without interest coupons (the "RESTRICTED GLOBAL SECURITIES")
deposited with the Trustee as custodian for DTC and registered in the name of
Cede & Co., as nominee for DTC. The Temporary Regulation S Global Securities and
the Restricted Global Securities shall be assigned separate CUSIP numbers. The
Restricted Global Securities shall include the legend regarding restrictions on
transfer set forth under "Transfer Restrictions" in the Offering Document. Until
the termination of the distribution compliance period (as described in the
Offering Document) with respect to the offering of the Offered Securities,
interests in the Temporary Regulation S Global Securities may only be held by
the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any
permanent global Securities will be



                                                                               8

held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC,
as the case may be, except in the limited circumstances described in the
Offering Document.

     Payment for the Temporary Regulation S Global Securities and the 144A
Securities shall be made by the Purchasers in Federal (same day) funds by wire
transfer to an account of the Company or an account as the Company may direct at
a bank acceptable to the Managers, at the office of Cravath, Swaine & Moore at
9:30 a.m. (New York time) on March 27, 2003, or at such other place or time not
later than seven full business days thereafter as the Managers and the Company
determine, such time being herein referred to as the "CLOSING DATE", against
delivery to the Trustee as custodian for DTC of (i) the Temporary Regulation S
Global Securities representing all of the Regulation S Securities for the
respective accounts of the DTC participants for Euroclear and Clearstream,
Luxembourg and (ii) the Restricted Global Securities representing all of the
144A Securities. The Temporary Regulation S Global Securities and the Restricted
Global Securities will be made available for checking at the office of Cravath,
Swaine & Moore or such other place of closing at least 24 hours prior to the
Closing Date.

     4.   REPRESENTATIONS BY PURCHASERS; RESALE BY PURCHASERS.

     (a)  Each Purchaser severally represents and warrants to the Company that
it is an "accredited investor" within the meaning of Regulation D under the
Securities Act.

     (b)  Each Purchaser severally acknowledges that the Offered Securities have
not been registered under the Securities Act and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
except in accordance with Regulation S or pursuant to an exemption from the
registration requirements of the Securities Act. Each Purchaser severally
represents and agrees that it has offered and sold the Offered Securities and
will offer and sell the Offered Securities (i) as part of their distribution at
any time and (ii) otherwise until 40 days alter the later of the commencement of
the offering and the Closing Date, only in accordance with Rule 144A
("RULE 144A") or Rule 903 under the Securities Act. Accordingly, neither such
Purchaser nor its affiliates, nor any persons acting on its or their behalf,
have engaged or will engage in any directed selling efforts with respect to the
Offered Securities, and such Purchaser, its affiliates and all persons acting on
its or their behalf have complied and will comply with the offering restrictions
requirement of Regulation S. Each Purchaser severally agrees that, at or prior
to confirmation of sale of the Offered Securities, other than a sale pursuant to
Rule 144A, such Purchaser will have sent to each distributor, dealer or person
receiving a selling concession, fee or other remuneration that purchases the
Offered Securities from it during the restricted period a confirmation or notice
to substantially the following effect:

               "The Securities covered hereby have not been registered
               under the U.S. Securities Act of 1933 (the "Securities
               Act") and may not be offered or sold within the United
               States or to, or for the account or benefit of, U.S.
               persons (i) as part of their distribution at any time
               or (ii) otherwise until 40 days after the later of the
               date of the commencement of the offering and the
               closing date, except in either case in accordance with
               Regulation S (or Rule 144A if available) under the
               Securities Act. Terms used above have the meanings
               given to them by Regulation S."



                                                                               9

     Terms used in this subsection (b) have the meanings given to them by
Regulation S.

     (c)  Each Purchaser severally agrees that it and each of its affiliates has
not entered and will not enter into any contractual arrangement with respect to
the distribution of the Offered Securities except for any such arrangements with
the other Purchasers or affiliates of the other Purchasers that have been
previously disclosed to the Company in writing or with the prior written consent
of the Company.

     (d)  Each Purchaser severally agrees that it and each of its affiliates
will not offer or sell the Offered Securities by means of any form of general
solicitation or general advertising, within the meaning of Rule 502(c) under the
Securities Act, including, but not limited to (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising. Each Purchaser severally agrees, with respect to resales made in
reliance on Rule 144A of any of the Offered Securities, to deliver either with
the confirmation of such resale or otherwise prior to settlement of such resale
a notice to the effect that the resale of such Offered Securities has been made
in reliance upon the exemption from the registration requirements of the
Securities Act provided by Rule 144A.

     (e)  Each of the Purchasers severally represents and agrees that (i) it has
not offered or sold, and prior to the date six months after the date of issue of
the Offered Securities will not offer or sell, any Offered Securities to persons
in the United Kingdom except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in relation to
the Offered Securities in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on, and will only issue or pass on, in the
United Kingdom any document received by it in connection with the issue of the
Offered Securities to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 or is a person to whom such document may otherwise lawfully be issued or
passed on.

     5.   CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with the several
Purchasers that:

          (a)  The Company will advise the Managers promptly of any proposal to
     amend or supplement the Offering Document and, except as contemplated by
     the next sentence, will not effect such amendment or supplementation
     without the Managers' consent. If, at any time prior to the completion of
     the resale of the Offered Securities by the Purchasers any event occurs as
     a result of which the Offering Document as then amended or supplemented
     would include an untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading, or
     if it is necessary at any such time to amend or supplement the Offering
     Document to comply with any applicable



                                                                              10

     law, the Company promptly will notify the Managers of such event and
     promptly will prepare, at its own expense, an amendment or supplement which
     will correct such statement or omission or effect such compliance. Neither
     the Managers' consent to, nor the Purchasers' delivery to offerees or
     investors of, any such amendment or supplement shall constitute a waiver of
     any of the conditions set forth in Section 6.

          (b)  The Company will furnish to the Managers copies of the Offering
     Document and all amendments and supplements to such documents, in each case
     as soon as available and in such quantities as the Managers request, and
     the Company will furnish to the Managers on the date hereof copies of the
     Offering Document. At any time when the Company is not subject to
     Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish
     or cause to be furnished to the Managers and, upon request, to each of the
     other Purchasers and, upon request of holders of the Offered Securities, to
     such holders, copies of the information required to be delivered to holders
     and prospective purchasers of the Offered Securities pursuant to
     Rule 144A(d)(4) under the Securities Act (or any successor provision
     thereto) in order to permit compliance with Rule 144A in connection with
     resales by such holders of the Offered Securities. The Company will pay the
     expenses of printing and distributing to the Purchasers all such documents.

          (c)  The Company will arrange for the qualification of the Offered
     Securities for sale and the determination of their eligibility for
     investment under the laws of such states in the United States as the
     Managers designate and will continue such qualifications in effect so long
     as required for the resale of the Offered Securities by the Purchasers;
     PROVIDED that the Company will not be required to qualify as a foreign
     corporation or to file a general consent to service of process or become
     subject to taxation in any such state.

          (d)  So long as the Offered Securities, Exchange Securities or Private
     Exchange Securities (as defined in the Registration Rights Agreement) are
     outstanding and held by any Purchaser or its affiliates, the Company will
     furnish to the Managers, as soon as practicable after the end of each
     fiscal year, a copy of any annual report to shareholders for such year that
     is mailed to shareholders; and the Company will furnish to the Managers
     such other information concerning the Company as the Managers may
     reasonably request from time to time, subject to any confidentiality
     arrangements reasonably requested by the Company.

          (e)  During the period of two years after the Closing Date, the
     Company will, upon request, furnish to the Managers and any holder of
     Offered Securities a copy of the restrictions on transfer applicable to the
     Securities.

          (f)  During the period of two years after the Closing Date, the
     Company will not, and will not permit any of its affiliates (as defined in
     Rule 144 under the Securities Act) that are subsidiaries of Parent to,
     resell any of the Offered Securities that have been reacquired by any of
     them.

          (g)  During the period of two years after the Closing Date, the
     Company will not be or become, an open-end investment company, unit
     investment trust or face-amount



                                                                              11

     certificate company that is or is required to be registered under Section 8
     of the Investment Company Act.

          (h)  The Company will pay all expenses incidental to the performance
     of its obligations under this Agreement, the Indenture and the Registration
     Rights Agreement, including (i) the fees and expenses of the Trustee and
     its professional advisers; (ii) all expenses in connection with the
     execution, issue, authentication, packaging and initial delivery of the
     Offered Securities and, as applicable, the Exchange Securities, the
     preparation and printing of this Agreement, the Registration Rights
     Agreement, the Offered Securities, the Indenture, the Offering Document and
     amendments and supplements thereto, and any other document relating to the
     issuance, offer, sale and delivery of the Offered Securities and, as
     applicable, the Exchange Securities; (iii) the cost of qualifying the
     Offered Securities for trading in The Portal(SM) Market ("PORTAL") of The
     Nasdaq Stock Market, Inc. and any expenses incidental thereto, (iv) he cost
     of any advertising approved by the Company in connection with the issue of
     the Offered Securities, (v) for any expenses (including fees and
     disbursements of counsel) incurred in connection with qualification of the
     Offered Securities or the Exchange Securities for sale under the laws of
     such jurisdictions as the Managers designate and the printing of memoranda
     relating thereto, (vi) for any fees charged by investment rating agencies
     for the rating of the Offered Securities or the Exchange Securities and
     (vii) for expenses incurred in distributing preliminary offering circulars
     and the Offering Document (including any amendments and supplements
     thereto) to the Purchasers. The Company will reimburse the Purchasers an
     amount equal to (A) any expenses incurred by the Purchasers in connection
     with the lease and/or operation of aircraft by the Purchasers or officers
     and employees of the Company, AmeriPath or the Subsidiaries used in
     connection with attending or hosting meetings with prospective purchasers
     of the Offered Securities PLUS (B) any travel and other expenses of the
     officers and employees of the Company, AmeriPath or the Subsidiaries
     incurred by the Purchasers in connection with attending or hosting meetings
     with prospective purchasers of the Offered Securities.

          (i)  In connection with the offering, until the Managers shall have
     notified the Company of the completion of the resale of the Offered
     Securities, neither the Company nor any of its affiliates has or will,
     either alone or with one or more other persons, bid for or purchase for any
     account in which it or any of its affiliates has a beneficial interest any
     Offered Securities or attempt to induce any person to purchase any Offered
     Securities; and neither it nor any of its affiliates will make bids or
     purchases for the purpose of creating actual, or apparent, active trading
     in, or of raising the price of, the Offered Securities.

          (j)  For a period of 180 days after the date of the initial offering
     of the Offered Securities by the Purchasers, without the prior written
     consent of Credit Suisse First Boston LLC, the Company will not offer,
     sell, contract to sell, pledge, or otherwise dispose of, directly or
     indirectly, any United States dollar-denominated debt securities issued or
     guaranteed by the Company and having a maturity of more than one year from
     the date of issue. The Company will not at any time offer, sell, contract
     to sell, pledge or otherwise dispose of, directly or indirectly, any
     securities under circumstances where such offer, sale, pledge, contract or
     disposition would cause the exemption afforded by



                                                                              12

     Section 4(2) of the Securities Act to cease to be applicable to the offer
     and sale of the Offered Securities.

     6.   CONDITIONS OF THE OBLIGATIONS OF THE PURCHASERS. The obligations of
the several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof, to the performance in all material
respects by the Company of its obligations hereunder and to the following
additional conditions precedent:

          (a)  The Purchasers shall have received letters, dated the date of
     this Agreement, of Ernst & Young LLP and Deloitte & Touche LLP in form and
     substance satisfactory to the Purchasers concerning the financial and other
     information with respect to the Company and AmeriPath set forth in the
     Offering Document.

          (b)  Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the business, assets, operations,
     condition (financial or other) or prospects of the Company, AmeriPath and
     the Subsidiaries taken as a whole which, in the judgment of either of the
     Managers, is material and adverse and makes it impractical or inadvisable
     to proceed with completion of the offering or the sale of and payment for
     the Offered Securities; (ii) any downgrading in the rating of any debt
     securities of the Company or AmeriPath by any "nationally recognized
     statistical rating organization" (as defined for purposes of Rule 436(g)
     under the Securities Act), or any public announcement that any such
     organization has under surveillance or review its rating of any debt
     securities of the Company or AmeriPath (other than an announcement with
     positive implications of a possible upgrading, and no implication of a
     possible downgrading, of such rating) or any announcement that the Company
     or AmeriPath has been placed on negative outlook; (iii) any change in U.S.
     or international financial, political or economic conditions or currency
     exchange rates or exchange controls as would, in the judgment of either of
     the Managers, be likely to prejudice materially the success of the proposed
     issue, sale or distribution of the Offered Securities, whether in the
     primary market or in respect of dealings in the secondary market; (iv) any
     material suspension or material limitation of trading in securities
     generally on the New York Stock Exchange or any setting of minimum prices
     for trading on such exchange, or any suspension of trading of any
     securities of the Company or AmeriPath on any exchange or in the
     over-the-counter market; (v) any banking moratorium declared by U.S.
     Federal or New York authorities; (vi) any major disruption of settlements
     of securities or clearance services in the United States or (vii) any
     attack on, outbreak or escalation of hostilities or act of terrorism
     involving the United States, any declaration of war by Congress or any
     other national or international calamity or emergency if, in the judgment
     of either of the Managers, the effect of any such attack, outbreak,
     escalation, act, declaration, calamity or emergency makes it impractical or
     inadvisable to proceed with completion of the offering or sale of and
     payment for the Offered Securities.



                                                                              13

          (c)  The Purchasers shall have received an opinion, dated the Closing
     Date, of Reboul, MacMurray, Hewitt & Maynard, counsel for the Company,
     substantially in the form attached hereto as Exhibit A.

          (d)  The Purchasers shall have received an opinion, dated the Closing
     Date, of Alston & Bird, counsel for AmeriPath, substantially in the form
     attached hereto as Exhibit B.

          (e)  The Purchasers shall have received opinions, dated the Closing
     Date, of local counsel from such jurisdictions and in such a form as may be
     reasonably requested by the Purchasers and their counsel.

          (f)  The Purchasers shall have received an opinion dated the Closing
     Date, of Winston & Strawn, special regulatory counsel for the Company,
     substantially in the form of Exhibit C.

          (g)  The Purchasers shall have received from Cravath, Swaine & Moore,
     counsel for the Purchasers, such opinion or opinions, dated the Closing
     Date, with respect to the incorporation of the Company and AmeriPath, the
     validity of the Offered Securities, the Offering Circular, the exemption
     from registration for the offer and sale of the Offered Securities by the
     Company to the several Purchasers and the resales by the several Purchasers
     as contemplated hereby and other related matters as the Managers may
     require, and the Company shall have furnished to such counsel such
     documents as they request for the purpose of enabling them to pass upon
     such matters.

          (h)  The Purchasers shall have received a certificate, dated the
     Closing Date, of the President or any Vice President of the Company in
     which such officer shall state on behalf of the Company that the
     representations and warranties of the Company in this Agreement are true
     and correct, that the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied hereunder
     at or prior to the Closing Date, and that, subsequent to the date of the
     most recent financial statements in the Offering Document, there has been
     no material adverse change, nor any development or event involving a
     prospective material adverse change in the business, assets, operations,
     condition (financial or otherwise) or prospects of the Company, except as
     set forth in or contemplated by the Offering Document or as described in
     such certificate.

          (i)  The Purchasers shall have received a certificate, dated the
     Closing Date, of the President or any Vice President and a principal
     financial or accounting officer of AmeriPath in which such officers shall
     state on behalf of AmeriPath that the representations and warranties of the
     Company in this Agreement that relate to AmeriPath are true and correct,
     and that, subsequent to the date of the most recent financial statements in
     the Offering Document, there has been no material adverse change, nor any
     development or event involving a prospective material adverse change in the
     business, assets, operations, condition (financial or otherwise) or
     prospects of AmeriPath and the Subsidiaries taken as a whole, except as set
     forth in or contemplated by the Offering Document or as described in such
     certificate.



                                                                              14

          (j)  The Purchasers shall have received letters, dated the Closing
     Date, of Ernst & Young LLP and Deloitte & Touche LLP, which meet the
     requirements of subsection (a) of this Section, except that the specified
     date referred to in such subsection will be a date not more than three days
     prior to the Closing Date for the purposes of this subsection.

          (k)  The Merger shall have occurred or shall occur substantially
     simultaneously with the closing of the purchase and sale of the Offered
     Securities.

The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. The Managers may in their sole discretion waive on behalf of the
Purchasers compliance with any conditions to the obligations of the Purchasers
hereunder.

     7.   INDEMNIFICATION AND CONTRIBUTION. (a) The Company will indemnify and
hold harmless each Purchaser, its partners, directors and officers and each
person, if any, who controls such Purchaser within the meaning of Section 15 of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Purchaser may become subject, under the Securities Act or
the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
breach of any of the representations and warranties of the Company contained
herein or any untrue statement or alleged untrue statement of any material fact
contained in the Offering Document, or any amendment or supplement thereto, or
any related preliminary offering circular, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Company's failure to perform its obligations
under Section 5(a) of this Agreement, and will reimburse each Purchaser for any
legal or other expenses reasonably incurred by such Purchaser in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses arc incurred; PROVIDED, HOWEVER, that the Company will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the
Company by any Purchaser through the Managers specifically for use therein, it
being understood and agreed that the only such information consists of the
information described as such in subsection (b) below; AND PROVIDED, FURTHER
that the indemnity agreement contained in this paragraph (a) shall not inure to
the benefit of any Purchaser to the extent that (i) a copy of the Offering
Circular as then amended or supplemented was not sent or given to a person to
whom the Purchaser sold the Offered Securities and (ii) such loss, claim, damage
or liability of or with respect to such Purchaser or any affiliate, partner,
director, officer or controlling person thereof arises out of or is based upon
an untrue statement or alleged untrue statement in or omission or alleged
omission from such Preliminary Offering Circular that was corrected in the
Offering Circular as then amended or supplemented, unless such failure to
deliver the Offering Circular as then amended or supplemented was a result of
non-compliance by the Company with the provisions of Section 5(a), and so long
as the Offering Circular and any amendment or supplement thereto was provided by
the Company to the Purchasers in the requisite quantity and on a timely basis to
permit delivery on or prior to the written confirmation of the sale of such
Offered Securities.



                                                                              15

     (b)  Each Purchaser will severally and not jointly indemnify and hold
harmless the Company and the Guarantors, its directors and officers and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities to which the
Company or any Guarantor may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Offering Document, or any amendment or supplement thereto, or any related
preliminary offering circular, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Purchaser through the Managers specifically for
use therein, and will reimburse any legal or other expenses reasonably incurred
by the Company in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred ; PROVIDED,
HOWEVER, that the Purchasers shall not be liable for any losses, claims, damages
or liabilities arising out of or based upon the Company's failure to perform its
obligations under Section 5(a) of this Agreement. The parties agree that the
only such information furnished by any Purchaser consists of the following
information in the Offering Document furnished on behalf of each Purchaser: the
first paragraph under the caption "Plan of Distribution".

     (c)  Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have under subsection (a) or (b) above except
to the extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided further that the
failure to notify the indemnifying party shall not relieve it from any liability
that it may have to an indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnified party with respect to such suit or the transactions giving rise
thereto), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party, which consent shall not be unreasonably withheld, effect any settlement
of any pending or threatened action in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement includes (i) an unconditional
release of such indemnified party from all liability on any claims that are the
subject matter of such action and (ii) does not include a statement as to or an
admission of fault or failure to act by or on behalf of any indemnified party.



                                                                              16

     (d)  If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Purchasers on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Purchasers on the other shall he deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Company bear to the total discounts and commissions received by the
Purchasers from the Company under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The amount
paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
provisions of this subsection (d), no Purchaser shall be required to contribute
any amount in excess of the amount by which the total discounts and commissions
received by such Purchaser exceeds the amount of any damages which such
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Purchasers' obligations in
this subsection (d) to contribute are several in proportion to their respective
purchase obligations and not joint.

     (e)  The obligations of the Company under this Section shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Purchaser
within the meaning of the Securities Act or the Exchange Act; and the
obligations of the Purchasers under this Section shall be in addition to any
liability which the respective Purchasers may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act.

     8.   DEFAULT OF PURCHASERS. If any Purchaser or Purchasers default in their
obligations to purchase Offered Securities hereunder and the aggregate principal
amount of the Offered Securities that such defaulting Purchaser or Purchasers
agreed but failed to purchase does not exceed 10% of the total principal amount
of the Offered Securities, the Managers may make arrangements satisfactory to
the Company for the purchase of such Offered Securities by other persons,
including any of the Purchasers, but if no such arrangements are made by the
Closing Date, the non-defaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Securities
that such defaulting Purchasers agreed but failed to purchase. If any Purchaser
or Purchasers so default and the aggregate principal amount of the Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the



                                                                              17

total principal amount of the Offered Securities and arrangements satisfactory
to the Managers and the Company for the purchase of such Offered Securities by
other persons are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any non-defaulting Purchaser or
the Company, except as provided in Section 9. As used in this Agreement, the
term "Purchaser" includes any person substituted for a Purchaser under this
Section. Nothing herein will relieve a defaulting Purchaser from liability for
its default.

     9.   SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Purchaser, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Purchasers is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective
obligations of the Company and the Purchasers pursuant to Section 7 shall remain
in effect. I the purchase of the Offered Securities by the Purchasers is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), the Company will
reimburse the Purchasers for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.

     10.  NOTICES. All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York,
NY, 10010-3629, Attention: Transactions Advisory Group, or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at 7289
Garden Road, Suite 200, Riviera Beach, FL 33404, Attention: Chief Executive
Officer, with a copy to Welsh, Carson, Anderson & Stowe IX, L.P., 320 Park
Avenue, Suite 2500, New York, NY 10022, Attention: Paul B. Queally and
D. Scott Mackesy (or to such other addresses as the parties hereto may designate
by notice given hereunder); PROVIDED, HOWEVER, that any notice to a Purchaser
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Purchaser.

     11.  SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the controlling
persons referred to in Section 7, and no other person will have any right or
obligation hereunder, except that holders of Offered Securities shall be
entitled to enforce the agreements for their benefit contained in the second and
third sentences of Section 5(b) hereof against the Company as if such holders
were parties hereto.

     12.  REPRESENTATION OF PURCHASERS. The Managers will act for the several
Purchasers in connection with this purchase, and any action under this Agreement
taken by the Managers will be binding upon all the Purchasers.



                                                                              18

     13.  COUNTERPARTS: This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14.  APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     The parties hereto hereby submit to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

                      [the remainder of this page is blank]



     If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                                     Very truly yours,


                                                     AMY ACQUISITION CORP.


                                                     By /s/ D. Scott Mackesy
                                                        -----------------------
                                                        Name: D. Scott Mackesy
                                                        Title: Vice President


     The foregoing Purchase Agreement is
     hereby confirmed, accepted and agreed
     to as of the date first above written.

          CREDIT SUISSE FIRST BOSTON LLC


          By
             ---------------------------
             Name:
             Title:


          DEUTSCHE BANK SECURITIES INC.


          By
             ---------------------------
             Name:
             Title:


          WACHOVIA SECURITIES, INC.


          By
             ---------------------------
             Name:
             Title:



     If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                                     Very truly yours,


                                                     AMY ACQUISITION CORP.


                                                     By
                                                        -----------------------
                                                        Name:
                                                        Title:


     The foregoing Purchase Agreement is
     hereby confirmed, accepted and agreed
     to as of the date first above written.

          CREDIT SUISSE FIRST BOSTON LLC


          By /s/ Harold W. Bogle
             ---------------------------
             Name: Harold W. Bogle
             Title: Managing Director


          DEUTSCHE BANK SECURITIES INC.


          By
             ---------------------------
             Name:
             Title:


          WACHOVIA SECURITIES, INC.


          By
             ---------------------------
             Name:
             Title:



                                                                              19

     If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                                     Very truly yours,


                                                     AMY ACQUISITION Corp.


                                                     By
                                                        -----------------------
                                                        Name:
                                                        Title:


     The foregoing Purchase Agreement is
     hereby confirmed, accepted and agreed
     to as of the date first above written.

          CREDIT SUISSE FIRST BOSTON LLC


          By
             ---------------------------
             Name:
             Title:


          DEUTSCHE BANK SECURITIES INC.


          By /s/ Michael J. Walsh
             ---------------------------
             Name: Michael J. Walsh
             Title: Managing Director


          WACHOVIA SECURITIES, INC.


          By
             ---------------------------
             Name:
             Title:



                                                                              19

     If the foregoing is in accordance with the Purchasers' understanding of our
agreement, kindly sign and return to the Company one of the counterparts hereof,
whereupon it will become a binding agreement between the Company and the several
Purchasers in accordance with its terms.

                                                     Very truly yours,


                                                     AMY ACQUISITION Corp.


                                                     By
                                                        -----------------------
                                                        Name:
                                                        Title:


     The foregoing Purchase Agreement is
     hereby confirmed, accepted and agreed
     to as of the date first above written.

          CREDIT SUISSE FIRST BOSTON LLC


          By
             ---------------------------
             Name:
             Title:


          DEUTSCHE BANK SECURITIES INC.


          By
             ---------------------------
             Name:
             Title:


          WACHOVIA SECURITIES, INC.


          By /s/ Lewis S. Morris III
             ---------------------------
             Name: Lewis S. Morris III
             Title: Vice President



                                   SCHEDULE A



                                               PRINCIPAL AMOUNT OF
                      PURCHASER                OFFERED SECURITIES
                      ---------                -------------------
                                                 
     Credit Suisse First Boston LLC.....            $  143,550,000
     Deutsche Bank Securities Inc. ......           $  103,950,000
     Wachovia Securities, Inc.                      $   27,500,000
                                               -------------------
               Total                                $  275,000,000




                                   SCHEDULE B
                              LIST OF SUBSIDIARIES



                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
3-Gen Diagnostic Laboratories, Inc. Utah             corporation   Strigen, Inc.      None

A. Bernard Ackerman, M.D.,          New York         professional  Leslie B. Rosen,   None
Dermatopathology, P.C.                               corporation   M.D. (Nominee)+

AmeriPath 5.01(a) Corporation       Texas            non-profit    AmeriPath, Inc.    None
                                                     corporation   (Sole Member)

AmeriPath Carrollton, Inc.          Georgia          corporation   AmeriPath, Inc.    None

AmeriPath Cincinnati, Inc.          Ohio             corporation   AmeriPath Ohio     None
                                                                   Trust**

AmeriPath Cleveland, Inc.           Ohio             corporation   AmeriPath Ohio     None
                                                                   Trust**

AmeriPath Consolidated Labs, Inc.   Florida          corporation   AmeriPath, Inc.    None

AmeriPath Consulting Pathology      North Carolina   professional  H. Michael Jones,  None
Services, P. A.                                      association   M.D. (Nominee)+

AmeriPath Florida, Inc.             Florida          corporation   AmeriPath, Inc.    New York

AmeriPath Indemnity, Ltd.           Cayman Islands   corporation   AmeriPath, Inc.    None

AmeriPath Indiana, LLC              Indiana          limited       AmeriPath, Inc.    None
                                                     liability
                                                     company

AmeriPath Indianapolis, P.C.        Indiana          professional  Jeffrey A.         None
                                                     corporation   Mossler, M.D.
                                                                   (nominee)+

AmeriPath Kentucky, Inc.            Kentucky         corporation   AmeriPath, Inc.    None

AmeriPath Lubbock Corporation       Texas            non-profit    AmeriPath, Inc.    None
5.01 (a) Corporation                                 corporation   (Sole Member)

AmeriPath Marketing USA, Inc.       Florida          corporation   AmeriPath, Inc.    Kentucky

AmeriPath Michigan, Inc.            Michigan         corporation   AmeriPath, Inc.    None

AmeriPath Milwaukee, S.C.           Wisconsin        service       Susan W. Rusch,    None
                                                     corporation   M.D. (Nominee)+






                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
AmeriPath Mississippi, Inc.         Mississippi      corporation   AmeriPath, Inc.    None

AmeriPath New England, Inc.         Delaware         corporation   PathSOURCE, Inc.   Massachusetts

AmeriPath New York, Inc.            Delaware         corporation   AmeriPath, Inc.    New York

AmeriPath North Carolina, Inc.      North Carolina   corporation   AmeriPath, Inc.    None

AmeriPath Ohio, Inc.                Delaware         corporation   AmeriPath, Inc.    None

AmeriPath PAT 5.01(a) Corporation   Texas            non-profit    AmeriPath, Inc.    None
                                                     corporation   (Sole Member)

AmeriPath PCC, Inc.                 Ohio             corporation   AmeriPath Ohio     None
                                                                   Trust**

AmeriPath Pennsylvania, Inc.        Pennsylvania     corporation   AmeriPath, Inc.    None

AmeriPath Philadelphia, Inc.        New Jersey       corporation   AmeriPath, Inc.    Pennsylvania

AmeriPath Pittsburgh, P.C.          Pennsylvania     professional  Alan Levin, M.D,   None
                                                     corporation   (Nominee)+

AmeriPath San Antonio 5.01(a)       Texas            non-profit    AmeriPath, Inc.    None
Corporation                                          corporation   (Sole Member)

AmeriPath SC, Inc.                  South Carolina   corporation   AmeriPath, Inc.    None

AmeriPath Severance 5.01(a)         Texas            non-profit    AmeriPath, Inc.    None
Corporation                                          corporation   (Sole Member)

AmeriPath Texas, LP                 Delaware         limited       AmeriPath, LLC     Texas
                                                     partnership   (1% General
                                                                   Partner)
                                                                   API No. 2, LLC
                                                                   (99% Limited
                                                                   Partner)

AmeriPath Youngstown Labs, Inc.     Ohio             corporation   AmeriPath Ohio,    None
                                                                   Inc.

AmeriPath Youngstown, Inc.          Ohio             corporation   AmeriPath Ohio     None
                                                                   Trust**

AmeriPath, LLC                      Delaware         limited       AmeriPath, Inc.    Texas
                                                     liability     (Sole Member)
                                                     company






                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
AmeriPath, Wisconsin, Inc.          Wisconsin        corporation   AmeriPath, Inc.*   None

Anatomic Pathology Services, Inc.   Oklahoma         corporation   AmeriPath, Inc.    None

API No. 2., LLC                     Delaware         limited       AmeriPath, LLC     None
                                                     liability
                                                     company

Arizona Pathology Group, Inc.       Arizona          corporation   Strigen, Inc.      None

Arlington Pathology Association     Texas            non-profit    AmeriPath, Inc.    None
5.01(a) Corporation                                  corporation   (Sole Member)

Ben F. Martin, M.D., F.C.A.P.,      Mississippi      corporation   PCA of Columbus,   None
Inc.                                                               Inc.

California Pathology Consultants    Tennessee        corporation   PCA/APR            California
of America, Inc.                                                   Acquisition Corp.

Colorado Diagnostic Laboratory,     Colorado         limited       Colorado Pathology None
LLC                                                  liability     Consultants, P.C.
                                                     company

Colorado Pathology Consultants,     Colorado         professional  Donald Ileinig,    None
P.C,                                                 corporation   M.D. (Nominee)+

Columbus Pathology                  Mississippi      general       CPA I, Inc.        None
Associates                                           partnership   (50% General
                                                                   Partner)
                                                                   CPA II, Inc.
                                                                   (50% General
                                                                   Partner)

Consulting Pathologists of          Pennsylvania     professional  Alan Levin, M.D.   None
Pennsylvania, P.C.                                   corporation   (Nominee)+

CPA I, Inc.                         Tennessee        corporation   Ben F. Martin,     None
                                                                   M.D., F.C.A.P.,
                                                                   Inc.

CPA II, Inc.                        Tennessee        corporation   John H. Parker,    None
                                                                   M.D., F.C.A.P.,
                                                                   Inc.

Dermalopathology of Wisconsin,      Wisconsin        service       Kraig S. Lerud,    None
S.C.                                                 corporation   M.D. (Nominee)+

Dermatopathology Services, Inc.     Alabama          corporation   AmeriPath, Inc.    None

Dermpath, Inc.                      Delaware         corporation   PathSOURCE, Inc.   New York

DFW 5.01(a) Corporation             Texas            non-profit    AmeriPath, Inc.    None
                                                     corporation   (Sole Member)






                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
Diagnostic Pathology Management     Oklahoma         corporation   AmeriPath, Inc.    None
Services, Inc.

Diagnostic Pathology Services,      Oklahoma         professional  Tommy Lloyd        None
P.C.                                                 corporation   Hewett, M.D.
                                                                   (Nominee)+

Georgia Pathology Consultants       Tennessee        corporation   PCA/APR            Georgia
of America, Inc.                                                   Acquisition Corp.

Institute for Dermatopathology,     Pennsylvania     professional  Richard A. Jacoby, None
P.C.                                                 corporation   M.D, (50%)
                                                                   (Nominee)+ Waine L.
                                                                   Johnson, M.D.
                                                                   (50%) (Nominee)+

J. David Smith, M.D., Inc.          Georgia          corporation   AmeriPath, Inc.    None

J.J. Humes, M.D. and                Michigan         professional  Alan Levin, M.D.   None
Associates/AmeriPath, P.C.                           corporation   (Nominee)

Jeffrey R. Light, M.D., Inc.        California       corporation   Si Nguyen, M.D.    None
                                                                   (Nominee)+

John H. Parker, Jr., M.D.,          Mississippi      corporation   PCA of Columbus,   None
F.C.A.P., Inc.                                                     Inc.

Kailash B. Sharma, M.D., Inc.       Georgia          corporation   AmeriPath, Inc.    None

Katharine Liu, M.D., Inc.           Georgia          corporation   AmeriPath, Inc.    None

Kilpatrick Pathology, P.A.          North Carolina   professional  Timothy M.         None
                                                     association   Kilpatrick M.D.
                                                                   (Nominee)+

NAPA 5.01(a) Corporation            Texas            non-profit    AmeriPath, Inc.    None
                                                     corporation   (Sole Member)






                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
Nuclear Medicine and Pathology      Georgia          general       Kailash B. Sharma, None
Associates                                           partnership   M.D., Inc. (16%)
                                                                   Peter G.
                                                                   Klacsmann, M.D.,
                                                                   Inc. (22%)
                                                                   Sharon G. Daspit,
                                                                   M.D., Inc. (25%)
                                                                   J. David Smith,
                                                                   M.D., Inc. (20%)
                                                                   Katharine Liu,
                                                                   M.D., Inc. (17%)

Ocmulgee Medical Pathology          Georgia          corporation   AmeriPath, Inc.    None
Association, Inc.

O'Quinn Medical Pathology           Georgia          corporation   AmeriPath, Inc.    None
Association, Inc.

Palms of Pasadena Pathology, Inc.   Florida          corporation   Martin W. Lewis,   None
                                                                   M.D., (Nominee)+

Pathology Affiliated Services,      Texas            corporation   AmeriPath Texas,   None
Inc.                                                               LP

Pathology Consultants of            Tennessee        corporation   AmeriPath, Inc.    None
America, Inc.

PathSOURCE, Inc.                    Delaware         corporation   Pathology          New York
                                                                   Consultants of
                                                                   America, Inc.

PCA of Columbus, Inc.               Tennessee        corporation   Pathology          Mississippi
                                                                   Consultants of
                                                                   America, Inc.

PCA of Denver, Inc.                 Tennessee        corporation   Pathology          Colorado
                                                                   Consultants of
                                                                   America, Inc.

PCA of Los Gatos, Inc.              Tennessee        corporation   Pathology          California
                                                                   Consultants of
                                                                   America, Inc.

PCA of Memphis, Inc.                Tennessee        corporation   Pathology          None
                                                                   Consultants of
                                                                   America, Inc.

PCA of Nashville, Inc.              Tennessee        corporation   PCA/APR            West Virginia
                                                                   Acquisition Corp.






                                                                      HOLDERS OF
                                                                     OUTSTANDING
                                                         FORM           CAPITAL
                                    JURISDICTION OF       OF         STOCK/EQUITY         FOREIGN
          NAME OF SUBSIDIARY         ORGANIZATION    ORGANIZATION     INTERESTS       QUALIFICATIONS
- ----------------------------------  ---------------  ------------  -----------------  --------------
                                                                          
PCA of St. Louis II, Inc.           Tennessee        corporation   PCA/APR            Missouri
                                                                   Acquisition Corp.

PCA Southeast II, Inc.              Tennessee        corporation   PCA/APR            Georgia
                                                                   Acquisition Corp.  Mississippi

PCA/APR Acquisition Corp.           Tennessee        corporation   Pathology          None
                                                                   Consultants of
                                                                   America, Inc.

Peter G. Klacsmann, M.D., Inc.      Georgia          corporation   AmeriPath, Inc.    None

Rocky Mountain Pathology, L.L.C     Utah             limited       Strigen, Inc.      None
                                                     liability
                                                     company

Sharon G. Daspit, MD., Inc.         Georgia          corporation   AmeriPath, Inc.    None

Shoals Pathology Associates, Inc.   Alabama          corporation   AmeriPath, Inc.    None

Simpson Pathology 5.01(a)           Texas            non-profit    AmeriPath, Inc.    None
Corporation                                          corporation   (Sole Member)

Strigen, Inc.                       Utah             corporation   AmeriPath, Inc.    None

TID Acquisition Corp.               Delaware         corporation   PathSOURCE, Inc.   Pennsylvania

Tulsa Diagnostics, P.C.             Oklahoma         professional  Tommy Lloyd        None
                                                     corporation   Hewett, M.D.
                                                                   (Nominee) +

TXAR 5.01(a) Corporation            Texas            non-profit    AmeriPath, Inc.    None
                                                     corporation   (Sole Member)




                                    EXHIBIT A


                                 March [ ], 2003

Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Wachovia Securities, Inc.
  c/o Credit Suisse First Boston LLC
  Eleven Madison Avenue
  New York, New York 10010-3629

                              Amy Acquisition Corp.
                   10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

Ladies and Gentlemen:

          We have acted as special counsel to (i) AmeriPath Holdings, Inc.
(formerly known as Amy Holding Company), a Delaware corporation (the "PARENT"),
(ii) Amy Acquisition Corp., a Delaware corporation (the "COMPANY"), (iii)
AmeriPath, Inc., a Delaware corporation ("AMERIPATH"), (iv) the subsidiaries of
AmeriPath listed on Schedule I hereto under the heading "Delaware Corporate
Guarantors" (the "DELAWARE CORPORATE GUARANTORS"), (v) the subsidiaries of
AmeriPath listed on Schedule I hereto under the heading "Delaware LLC
Guarantors" (the "DELAWARE LLC GUARANTORS"), (vi) AmeriPath Texas, LP, a
Delaware limited partnership (the "DELAWARE LP GUARANTOR"), and (vii) the
subsidiaries of AmeriPath listed on Schedule I hereto under the heading "Other
Guarantors" (the "OTHER GUARANTORS" and, collectively with the Delaware
Corporate Guarantors, the Delaware LLC Guarantors and the Delaware LP Guarantor,
the "GUARANTORS"), in connection with the issuance and sale by the Company of
$275,000,000 aggregate principal amount of 10 1/2% Senior Subordinated Notes due
2013 of the Company (the "OFFERED SECURITIES") to the Initial Purchasers (the
"INITIAL PURCHASERS") named in the Purchase Agreement, dated as of March 13,
2003, among the Company and the Initial Purchasers (the "PURCHASE AGREEMENT").
The Parent, the Company, AmeriPath, the Delaware Corporate Guarantors, the
Delaware LLC Guarantors and the Delaware LP Guarantor arc sometimes referred to
herein collectively as the "COVERED TRANSACTION PARTIES". The Covered
Transaction Parties and the Other Guarantors are sometimes referred to herein
collectively as the "TRANSACTION PARTIES". This opinion is being delivered to
you pursuant to Section 6(c) of the Purchase Agreement. Capitalized terms used
and not otherwise defined herein have the meanings assigned to them in the
Purchase Agreement.



In connection with this opinion, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, records,
certificates and other instruments as we have deemed necessary for purposes of
this opinion, including, without limitation:

          (a)  the Purchase Agreement;

          (b)  the Indenture;

          (c)  the Registration Rights Agreement;

          (d)  the Guaranties;

          (e)  the Temporary Regulation S Global Securities and the Restricted
     Global Securities;

          (f)  the Merger Agreement;

          (g)  the Certificate of Incorporation and Bylaws of each of the
     Parent, the Company, AmeriPath and each of the Delaware Corporate
     Guarantors;

          (h)  the Certificate of Formation and the Limited Liability Company
     Agreement of each of the Delaware LLC Guarantors;

          (i)  the Certificate of Limited Partnership and the Agreement of
     Limited Partnership of the Delaware LP Guarantor;

          (j)  the Offering Circular;

(k)  the Unanimous Written Consent of the Board of Directors of the Company
dated as of March 13, 2003 relating to the Transaction Documents (as defined
below) and the transactions contemplated thereby;

(1)  the Unanimous Written Consents of the Board of Directors of the Company
dated as of December 4, 2002 and March 26, 2003 relating to the Merger Agreement
and the transactions contemplated thereby;

(m)  the Unanimous Written Consents of the Board of Directors of the Parent
dated as of December 4, 2002 and March 21, 2002 relating to the Merger Agreement
and the transactions contemplated thereby; and

(n)  the Written Consents of the Sole Stockholder of the Company dated as of
December 4, 2002 and March 26, 2003 relating to the transactions contemplated by
the Merger Agreement.

The documents referred to in the foregoing clauses (a) through (d) are sometimes
referred to herein collectively as the "TRANSACTION DOCUMENTS". The documents
referred to in the foregoing clauses (g) through (i) are sometimes referred to
herein collectively as the "ORGANIZATIONAL DOCUMENTS".



In our examination, and for all purposes of the opinions expressed herein, we
have assumed that (i) all documents submitted to us as originals are authentic
and complete and all documents submitted to us as copies are complete and
conform to authentic originals of such documents; (ii) all signatures appearing
in all documents shown to us, including, without limitation, the Transaction
Documents, are valid and genuine; and (iii) with respect to certain factual
matters, the representations and warranties in the Purchase Agreement and the
Merger Agreement and the information on the schedules to the Purchase Agreement
and the Merger Agreement are accurate and complete in all respects. We have also
relied, without independent investigation, upon certificates of public officials
and of officers of the Transaction Parties as we have deemed necessary for
purposes of expressing the opinions set forth herein.

Based on the foregoing and subject to the assumptions, exceptions,
qualifications and limitations hereinafter set forth, we are of the opinion
that:

          1.   Each of the Parent and the Company has been duly incorporated and
is a corporation validly existing and in good standing under the laws of the
State of Delaware. Based solely on certificates provided by the Secretary of
State of the State of Delaware, (i) each of AmeriPath and the Delaware Corporate
Guarantors is a corporation validly existing and in good standing under the laws
of the State of Delaware, (ii) each of the Delaware LLC Guarantors is a limited
liability company validly existing and in good standing under the laws of the
State of Delaware and (iii) the Delaware LP Guarantor is a limited partnership
validly existing and in good standing under the laws of the State of Delaware.

          2.   Based solely on certificates provided by the Secretaries of State
(or other relevant State officials) of the States listed on Schedule II hereto,
the Transaction Parties listed on Schedule II hereto are qualified to do
business as foreign corporations, limited liability companies, limited
partnerships or other entities in each of the States listed opposite their
respective names on Schedule II hereto.

          3.   Each of the Parent, the Company, AmeriPath and the Delaware
Corporate Guarantors has all necessary corporate power and authority to execute
and deliver each of the Transaction Documents to which it is a party and to
perform its obligations thereunder. Each of the Delaware LLC Guarantors has all
necessary limited liability company power and authority to execute and deliver
each of the Transaction Documents to which it is a party and to perform its
obligations thereunder. The Delaware LP Guarantor has all necessary partnership
power and authority to execute and deliver each of the Transaction Documents to
which it is a party and to perform its obligations thereunder. Each of the
Parent, the Company and AmeriPath has the requisite corporate power and
authority to own its properties and conduct its business as described in the
Offering Circular.

          4.   The execution, delivery and performance by each of the Parent,
the Company, AmeriPath and the Delaware Corporate Guarantors of the Transaction
Documents to which it is a party have been duly authorized by all requisite
corporate action on the part of such Transaction Party, and such Transaction
Party has duly executed and delivered such Transaction Documents. The execution,
delivery and performance by each of the Delaware LLC Guarantors of the
Transaction Documents to which it is a party have been duly authorized by all
requisite limited liability company action on the part of such Transaction
Party, and such Transaction



Party has duly executed and delivered such Transaction Documents. The execution,
delivery and performance by the Delaware LP Guarantor of the Transaction
Documents to which it is a party have been duly authorized by all requisite
partnership action on the part of such Transaction Party, and such Transaction
Party has duly executed and delivered such Transaction Documents. The execution,
delivery and performance by the Parent and the Company of the Merger Agreement
have been duly authorized by all requisite corporate action on the part of the
Parent and the Company, and the Parent and the Company have duly executed and
delivered the Merger Agreement.

          5.   The Offered Securities have been duly authorized, executed,
issued and delivered by the Company and conform in all material respects to the
description thereof contained in the Offering Circular. Assuming that the
Offered Securities have been duly authenticated by the Trustee and paid for and
delivered in accordance with the terms of the Purchase Agreement and the
Indenture, the Offered Securities constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms.

          6.   The Transaction Documents constitute valid and legally binding
obligations of the Covered Transaction Parties party thereto enforceable against
each of them in accordance with their terms. The Merger Agreement constitutes a
valid and legally binding obligation of the Parent and of the Company
enforceable against each of them in accordance with its terms. Pursuant to
Section 259(a) of the General Corporation Law of the State of Delaware, upon
consummation of the Merger, all debts, liabilities and duties of the Company,
including those under the Indenture and Registration Rights Agreement, shall
attach to AmeriPath and may be enforced against it to the same extent as if said
debts, liabilities and duties had been incurred or contracted by it.

          7.   No consent, approval, authorization or order of, or filing with,
any governmental agency or body of the United States of America or the State of
New York or any governmental agency or body of the State of Delaware acting
pursuant to the General Corporation Law of the State of Delaware, the Limited
Liability Company Act of the State of Delaware or the Revised Uniform Limited
Partnership Act of the State of Delaware or, to our knowledge, any Federal or
New York State court or any court of the State of Delaware acting pursuant to
the General Corporation Law of the State of Delaware, the Limited Liability
Company Act of the State of Delaware or the Revised Uniform Limited Partnership
Act of the State of Delaware is required for the execution and delivery by each
of the Transaction Parties of each of the Transaction Documents to which it is a
party, the performance by each of the Transaction Parties of its payment
obligations thereunder, the issuance and sale of the Offered Securities by the
Company or the granting of the Guaranties by the Guarantors, except (i) such
consents, approvals, authorizations, orders, or filings under Federal or State
securities laws as may be necessary in connection with the sale of the Offered
Securities and the granting of the Guaranties by the Guarantors (subject to the
opinion set forth in paragraph 10 below); (ii) as may be required under the
Trust Indenture Act; and (iii) those that have been made or obtained and are in
full force and effect or as to which the failure to be made or obtained or to be
in full force and effect would not result, individually or in the aggregate, in
a material adverse effect on the ability of any Transaction Party to perform its
obligations under the Transaction Documents to which it is a party.



          8.   The Company is not and, after giving effect to the Merger and the
offering and sale of the Offered Securities and the application of the proceeds
thereof as described in the Offering Circular, AmeriPath will not be an
"investment company" as defined in the Investment Company Act.

          9.   The execution and delivery by each of the Covered Transaction
Parties of each of the Transaction Documents to which it is a party, the
performance by each of the Covered Transaction Parties of its payment
obligations thereunder, the issuance and sale of the Offered Securities by the
Company and the granting of the Guaranties by the Guarantors will not result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any of the Organizational Documents of the Covered Transaction
Parties. The execution and delivery by each of the Transaction Parties of each
of the Transaction Documents to which it is a party, the performance by each of
the Transaction Parties of its payment obligations thereunder, the issuance and
sale of the Offered Securities by the Company and the granting of the Guaranties
by the Guarantors will not result in a breach or violation of any of the terms
or provisions of, or constitute a default under, (A) any law, rule or regulation
of the United States of America or the State of New York, the General
Corporation Law of the State of Delaware, the Limited Liability Company Act of
the State of Delaware or the Revised Uniform Limited Partnership Act of the
State of Delaware, (B) to our knowledge, any order or decree of any court or
other governmental agency or body of the United States of America or the State
of New York or any governmental agency or body of the State of Delaware acting
pursuant to the General Corporation Law of the State of Delaware, the Limited
Liability Company Act of the State of Delaware or the Revised Uniform Limited
Partnership Act of the State of Delaware or (C) any agreement listed as an
exhibit to (i) AmeriPath's Form 10-K for the year ended December 31, 2001, (ii)
AmeriPath's Form 10-Q for the quarter ended March 31,2002, (iii) AmeriPath's
Form 10-Q for the quarter ended June 30, 2002 or (iv) AmeriPath's Form 10-Q for
the quarter ended September 30, 2002 (collectively, the "MATERIAL AGREEMENTS"),
except for any breach or violation of any Material Agreement that individually
or in the aggregate would not have a material adverse effect on the ability of
any Transaction Party to perform its obligations under the Transaction Documents
to which it is a party. We call to your attention that certain of the Material
Agreements may be governed by the laws of jurisdictions other than the State of
New York. For purposes of the opinion expressed above, we have assumed that the
Material Agreements are governed by and would be interpreted in accordance with
the laws of the State of New York.

          10.  Assuming the accuracy of the representations and warranties of
the Company contained in paragraph (v) of Section 2 of the Purchase Agreement
and the accuracy of the representations and warranties of the Initial Purchasers
contained in Section 4 of the Purchase Agreement, it is not necessary in
connection with (i) the offer, sale and delivery of the Offered Securities by
the Company to the Initial Purchasers pursuant to the Purchase Agreement or (ii)
any resale of the Offered Securities by the Initial Purchasers made in the
manner contemplated by the Purchase Agreement to register the Offered Securities
under the Securities Act or to qualify the Indenture under the Trust Indenture
Act. The Indenture, however, conforms in all material respects to the
requirements of the Trust Indenture Act and the rules and regulations of the
Commission applicable to an indenture that is qualified thereunder.



          11.  Except as otherwise disclosed in the Offering Circular, to our
knowledge, without independent investigation, there are no pending or threatened
actions, suits or proceedings against any of the Transaction Parties as to which
there is a probability of an adverse determination and which if adversely
determined would be likely in our judgment to have a material adverse effect on
the ability of Transaction Parties to perform their respective obligations under
the Transaction Documents or which are otherwise material to the Transaction
Parties, taken as a whole, in the context of the sale of the Offered Securities.

          12.  The statements in the Offering Circular under the captions
"Certain Relationships and Related Transactions", "The Transactions",
"Description of Notes", "Description of Certain Other Indebtedness" and
"Contingent Notes and the Cash Collateral Account--Cash Collateral Account"
insofar as such statements purport to summarize certain terms of the documents
referred to therein, constitute accurate summaries of such terms of such
documents in all material respects; the statements in the Offering Circular
under the caption "Certain United States Federal Income Tax Considerations" to
the extent that they purport to describe matters of law or regulation have been
reviewed by us and fairly summarize in all material respects the matters
described therein.

We have necessarily assumed the correctness and completeness of the statements
contained in the Offering Circular and take no responsibility for the accuracy
or completeness thereof, except to the extent set forth in paragraph 12 above.
Subject to the foregoing, in connection with the Company's preparation of the
Offering Circular, we have participated in conferences with certain officers of
the Company and AmeriPath, the independent public accountants of the Company and
AmeriPath, and the Initial Purchasers and their counsel with regard to the
Offering Circular, and, based upon our examination of the Offering Circular and
our discussions in the above-mentioned conferences, nothing has come to our
attention that would lead us to believe that the Offering Circular (except for
financial statements and schedules and other financial or accounting information
included therein, as to which we expresses no opinion), as of the date of the
Offering Circular or as of the date hereof, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

          The foregoing opinions are subject to the following assumptions,
exceptions, qualifications and limitations:

          A.   Our opinions set forth in paragraphs 5 and 6 above are subject to
(i) the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar law affecting creditors' rights generally, including,
without limitation, fraudulent transfer or conveyance laws; (ii) the effect of
public policy considerations or court decisions which may limit rights to obtain
indemnification; and (iii) general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing), regardless of whether such enforceability is considered in a
proceeding in equity or at law. Such opinions are also subject to the following
qualifications: (a) certain remedial provisions of the Transaction Documents are
or may be unenforceable in whole or in part under applicable laws, but the
inclusion of such provisions does not make the remedies afforded by any of the
Transaction Documents inadequate for the practical realization of the rights and
benefits purported to be provided thereby, except for the economic consequences
resulting from any delay imposed by, or



procedures required by, applicable laws; (b) the availability of a decree for
specific performance or an injunction is subject to the discretion of the court
requested to issue any such decree or injunction; and (c) we express no opinion
as to the effect of the laws of any jurisdiction other than the State of New
York that limits the rates of interest legally chargeable or collectible. In
addition, we express no opinion as to the enforceability of any provision in the
Transaction Documents that (i) purports to establish (or may be construed to
establish) evidentiary standards; (ii) relates to the subject matter
jurisdiction of any court to adjudicate any controversy related to the
Transaction Documents or any waiver of an inconvenient forum set forth in any
such provision; or (iii) requires the payment of liquidated damages or imposes
penalties or forfeitures.

          B.   For purposes of our opinions set forth in paragraphs 7 and 9
above, we express no opinion with respect to laws, rules, regulations or
licensing requirements of any Federal, State, local or foreign governmental or
regulatory authority (i) relating to (a) the practice of medicine, the
laboratory industry or to the healthcare industry in general, or (b) to the use,
storage or disposal of medical waste or other hazardous substances or (ii) as
may otherwise be applicable to AmeriPath and the Subsidiaries because of the
specific type of business in which they engage.

          C.   For purposes of our opinions set forth above, we have assumed
that (i) each of the Transaction Documents constitutes the legal, valid and
binding obligation of parties thereto (other than the Transaction Parties); (ii)
each of the Other Guarantors is duly organized and validly existing under the
laws of the jurisdiction of its organization; (iii) each of the Other Guarantors
has all necessary power and authority to execute and deliver each of the
Transaction Documents to which it is a party; (iv) the execution, delivery and
performance by each of the Other Guarantors of the Transaction Documents to
which it is a party have been duly authorized by all requisite action of such
party; (v) each of the Transaction Documents has been duly executed and
delivered by each of the Other Guarantors; (vi) the execution, delivery and
performance by each of the Transaction Parties of the Transaction Documents to
which it is a party does not violate any law, rule or regulation of the
jurisdiction in which it is organized or any other applicable law, rule or
regulation (excepting the laws, rules and regulations of the State of New York
and the United States of America and the General Corporation Law of the State of
Delaware, the Limited Liability Company Act of the State of Delaware and the
Revised Uniform Limited Partnership Act of the State of Delaware) or any order
or decree of any court or governmental agency or body (excepting orders and
decrees of courts or other governmental agencies or bodies of the United States
of America or the State of New York or any court or other governmental agency or
body of the State of Delaware acting pursuant to the General Corporation Law of
the State of Delaware, the Limited Liability Company Act of the State of
Delaware or the Revised Uniform Limited Partnership Act of the State of Delaware
which are known to us); and (vii) the execution, delivery and performance by
each of the Transaction Parties of the Transaction Documents to which it is a
party does not constitute a breach or violation of any agreement or instrument
(other than a Material Agreement) which is binding upon such Transaction Party.

D.   We express no opinion as to the status under Section 548 of the Bankruptcy
Code and applicable State fraudulent conveyance laws of the obligations of the
Transaction Parties under the Transaction Documents.



          We are admitted to practice only in the State of New York, and we
express no opinion as to matters governed by any laws other than the laws of the
State of New York, the Federal law of the United States of America, the General
Corporation Law of the State of Delaware, the Limited Liability Company Act of
the State of Delaware and the Revised Uniform Limited Partnership Act of the
State of Delaware.

This opinion is rendered only to you and is solely for your benefit in
connection with the Transaction Documents. This opinion may not be relied upon
by any other person or for any other purpose or used, circulated, quoted or
otherwise referred to for any other purpose.


                                                  Very truly yours,



                                    EXHIBIT B

                                             March [ ], 2003

Credit Suisse First Boston LLC and
Deutsche Bank Securities Inc.
Wachovia Securities, Inc.
     In care of Credit Suisse First Boston LLC
             Eleven Madison Avenue
                    New York, NY 10010

Re:  AMERIPATH, INC.
     $275,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

Ladies and Gentlemen:

     We are of opinion as follows:

     1.   The Merger Agreement has been duly authorized, executed and delivered
by AmeriPath.

     2.   Except as described in the Offering Circular, we have not been
retained to represent AmeriPath in any pending action, suit or proceeding
against or affecting AmeriPath that, if determined adversely to AmeriPath or any
of the Subsidiaries, would individually or in the aggregate have a Material
Adverse Effect.

     3.   Except as disclosed in the Offering Circular, all of the capital stock
or other ownership interest, as the case may be, of each of the Guarantors is
owned by AmeriPath, directly or through other Guarantors.

     We are furnishing this opinion to you, as representatives of the Initial
Purchasers, solely for your benefit and the benefit of the several Initial
Purchasers. This opinion may not be relied upon by any other person or for any
other purpose or used, circulated, quoted or otherwise referred to for any other
purpose.

                                                       Very truly yours,



                                    EXHIBIT C

                                             March [ ], 2003

Credit Suisse First Boston LLC and
Deutsche Bank Securities Inc.
Wachovia Securities, Inc,
     In care of Credit Suisse First Boston LLC
             Eleven Madison Avenue
                    New York, NY 10010

Re:  AMERIPATH, INC.
     $275,000,000 10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

Ladies and Gentlemen:

     We have acted as special regulatory counsel for Amy Acquisition Corp., a
Delaware corporation (the "Company"), which will be merged with and into
AmeriPath, Inc., a Delaware corporation ("AmeriPath"), pursuant to the Agreement
and Plan of Merger dated December 8, 2002, among the Company, Amy Holding
Company and AmeriPath (the "Merger"), in connection with the Merger and the
purchase by the several initial purchasers (the "Initial Purchasers") listed in
Schedule A to the Purchase Agreement dated March 13, 2003 (the "Purchase
Agreement"), among Credit Suisse First Boston LLC, Deutsche Bank Securities
Inc., Wachovia Securities, Inc. and the Company, from the Company of
$275,000,000 principal amount of its 10 1/2% Senior Subordinated Notes due 2013
(the "Notes").

     In that connection, we have examined: (a) the Preliminary Offering Circular
dated February 28,2003, (b) the Offering Circular dated March 13,2003 (the
"Offering Circular"), and (c) the Purchase Agreement.

     Based on the foregoing, we are of opinion as follows:

     The statements made in the Offering Circular under the captions "Government
Regulation" and "Risk Factors," insofar as they purport to describe statutes,
regulations and other laws of the Federal government and the governments of the
several states of the United States of America regarding the provision of
healthcare, accurately describe and fairly summarize such statutes, regulations
and other laws.

     We are furnishing this opinion to you, as representatives of the Initial
Purchasers, solely for your benefit and the benefit of the several Initial
Purchasers. This opinion may not be relied upon by any other person or for any
other purpose or used, circulated, quoted or otherwise referred to for any other
purpose.

                                                   Very truly yours,

EX-10.2

                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY

                                  $275,000,000

                              AMY ACQUISITION CORP.

                    10 1/2% SENIOR SUBORDINATED NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                                   March 27,2003

CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
WACHOVIA SECURITIES, INC,
 c/o Credit Suisse First Boston LLC.
    Eleven Madison Avenue,
      New York, New York 10010-3629

Dear Sirs:

     Amy Acquisition Corp., a Delaware corporation (the "COMPANY"), proposes to
issue and sell to Credit Suisse First Boston LLC, Deutsche Bank Securities Inc.
and Wachovia Securities, Inc. (collectively, the "INITIAL PURCHASERS"), upon the
terms set forth in a Purchase Agreement dated as of March 13,2003 (the "PURCHASE
AGREEMENT"), $275,000,000 aggregate principal amount of its 101/2% Senior
Subordinated Notes Due 2013 (the "INITIAL SECURITIES") to be guaranteed (the
"GUARANTIES") by each of the subsidiaries of the Company listed in Schedule I
hereto (the "GUARANTORS"). The Initial Securities will be issued pursuant to an
Indenture dated as of the date hereof (the "INDENTURE"), among the Company, the
Guarantors and U.S. Bank National Association, as trustee (the "TRUSTEE"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to enter into this Agreement. Following
the closing of the Merger (as defined in the Purchase Agreement), references in
this Agreement to the Company will mean AmeriPath, as the surviving company in
the Merger. Accordingly, the Company and the Guarantors agree with the Initial
Purchasers, for the benefit of the Initial Purchasers and the holders of the
Securities (as defined below) (collectively the "HOLDERS"), as follows:

     1.   REGISTERED EXCHANGE OFFER. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall prepare and, not later than 90 days (such 90th day being a
"FILING DEADLINE") after the date on which the Initial Purchasers purchase the
Initial Securities pursuant to the Purchase Agreement (the "CLOSING DATE"), file
with the Securities and Exchange Commission (the "COMMISSION") a registration
statement (the "EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form
under the Securities Act of 1933, as amended (the "SECURITIES ACT"), with
respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of
Transfer Restricted Securities (as defined in Section 6 hereof), who are not
prohibited by any law or policy of the Commission from participating in the
Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of
the Company issued under the Indenture, identical in all material respects to
the Initial Securities (except that the Exchange Securities will not contain
terms with respect to transfer restrictions and Additional Interest) and
registered under the Securities Act (the "EXCHANGE SECURITIES"). The Company
shall use its reasonable best efforts to (i) cause such Exchange Offer
Registration Statement to become effective under the Securities Act within 180
days after the Closing Date (such 180th day being an "EFFECTIVENESS DEADLINE")
and (ii) keep the Exchange Offer Registration Statement effective for not less
than 30 days (or



                                                                               2

longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "EXCHANGE
OFFER REGISTRATION PERIOD").

     If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (PROVIDED that the Company has accepted all the Initial Securities
theretofore validly tendered in accordance with the terms of the Registered
Exchange Offer) and (ii) will be required to consummate the Registered Exchange
Offer no later than 40 days after the date on which the Exchange Offer
Registration Statement is declared effective (such 40th day being the
"CONSUMMATION DEADLINE").

     Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall as soon as practicable commence the
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder of Transfer Restricted Securities electing to
exchange the Initial Securities for Exchange Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of the Securities
Act, acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

     The Company acknowledges that, pursuant to current interpretations by the
Commission's staff of Section 5 of the Securities Act, in the absence of an
applicable exemption therefrom, (i) each Holder which is a broker-dealer
electing to exchange Initial Securities, acquired for its own account as a
result of market making activities or other trading activities, for Exchange
Securities (an "EXCHANGING DEALER"), is required to deliver a prospectus
containing the information set forth in (a) Annex A hereto on the cover, (b)
Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of
the Exchange Offer" section and (c) Annex C hereto in the "Plan of Distribution"
section of such prospectus in connection with a sale of any such Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as
defined below) acquired in exchange for Initial Securities constituting any
portion of an unsold allotment, is required to deliver a prospectus containing
the information required by Items 507 or 508 of Regulation S-K under the
Securities Act, as applicable, in connection with such sale.

     The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; PROVIDED, HOWEVER, that
(i) in the case where such prospectus and any amendment or supplement thereto
must be delivered by an Exchanging Dealer or an Initial Purchaser, such period
shall be the lesser of 180 days and the date on which all Exchanging Dealers and
the Initial Purchasers have sold all Exchange Securities held by them (unless
such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to
any broker-dealer for use in connection with any resale of any Exchange
Securities for a period of not less than 180-days after the consummation of the
Registered Exchange Offer.



                                                                               3

     If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects to the Initial
Securities (the "PRIVATE EXCHANGE Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "SECURITIES".

     In connection with the Registered Exchange Offer, the Company shall:

          (a)  mail to each Holder a copy of the prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate letter
     of transmittal and related documents, provided that the Company shall only
     be required to mail such prospectus to Holders of which the Company is
     aware after due inquiry;

          (b)  keep the Registered Exchange Offer open for not less than 30 days
     (or longer, if required by applicable law) after the date notice thereof is
     mailed to the Holders;

          (c)  utilize the services of a depositary for the Registered Exchange
     Offer with an address in the Borough of Manhattan, The City of New York,
     which may be the Trustee or an affiliate of the Trustee;

          (d)  permit Holders to withdraw tendered Securities at anytime prior
     to the close of business, New York time, on the last business day on which
     the Registered Exchange Offer shall remain open; and

          (e)  otherwise comply in all material respects with all applicable
     laws.

     As soon as practicable after the close of the Registered Exchange Offer or
the Private Exchange, as the case may be, the Company shall:

          (x)  accept for exchange all the Securities validly tendered and not
     withdrawn pursuant to the Registered Exchange Offer and the Private
     Exchange;

          (y)  deliver to the Trustee for cancelation all the Initial Securities
     so accepted for exchange; and

          (z)  cause the Trustee to authenticate and deliver promptly to each
     Holder of the Initial Securities, Exchange Securities or Private Exchange
     Securities, as the case may be, equal in principal amount to the Initial
     Securities of such Holder so accepted for exchange.

     The Indenture will provide that the Exchange Securities will not be subject
to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

     Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid on the
Initial Securities surrendered in exchange



                                                                               4

therefor or, if no interest has been paid on the Initial Securities, from the
date of original issue of the Initial Securities.

     Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder is not an "affiliate", as defined in Rule
405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities.

     Notwithstanding any other provisions hereof, the Company will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and any
prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading and (iii) any prospectus
forming part of any Exchange Offer Registration Statement, and any supplement to
such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal
bases, if any, upon which such counsel has concluded that the Registered
Exchange Offer should be permitted and (iii) diligently pursuing a resolution
(which need not be favorable) by the Commission staff.

     2.   SHELF REGISTRATION. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by the
220th day after the Closing Date, (iii) any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not
eligible to be exchanged for Exchange Securities in the Registered Exchange
Offer and held by it following consummation of the Registered Exchange Offer or
(iv) any Holder (other than an Exchanging Dealer) is not eligible to participate
in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered



                                                                               5

Exchange Offer, such Holder does not receive freely tradeable Exchange
Securities on the date of the exchange and any such Holder so requests, the
Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"TRIGGER DATE"):

          (a)  The Company shall promptly (but in no event more than 60 days
     after the Trigger Date (such 60th day being a "FILING DEADLINE")) file with
     the Commission and thereafter use its reasonable best efforts to cause to
     be declared effective no later than (1) in the case of clause (i) above,
     180 days after the Closing Date and (2) in the case of clause (ii), (iii)
     and (iv) above, 75 days after the applicable Trigger Date (such 180th day
     or 75th day, as the case maybe, being an "EFFECTIVENESS DEADLINE") a
     registration statement (the "SHELF REGISTRATION STATEMENT" and, together
     with the Exchange Offer Registration Statement, a "REGISTRATION STATEMENT")
     on an appropriate form under the Securities Act relating to the offer and
     sale of the Transfer Restricted Securities by the Holders thereof from time
     to time in accordance with the methods of distribution set forth in the
     Shelf Registration Statement and Rule 415 under the Securities Act
     (hereinafter, the "SHELF REGISTRATION"); PROVIDED, HOWEVER, that no Holder
     (other than an Initial Purchaser) shall be entitled to have the Securities
     held by it covered by such Shelf Registration Statement unless such Holder
     agrees in writing to be bound by all the provisions of this Agreement
     applicable to such Holder (with the Initial Purchasers' agreement thereto
     being evidenced by their execution of this Agreement).

          (b)  Subject to Section 3(j), the Company shall keep the Shelf
     Registration Statement continuously effective in order to permit the
     prospectus included therein to be lawfully delivered by the Holders o f the
     relevant Securities, for a period of two years (or for such longer period
     if extended pursuant to Section 3(j) below) from the date of its
     effectiveness or such shorter period that will terminate when all the
     Securities covered by the Shelf Registration Statement (i) have been sold
     pursuant thereto or (ii) are no longer restricted securities (as defined in
     Rule 144 under the Securities Act, or any successor rule thereof).

          (c)  Notwithstanding any other provisions of this Agreement to the
     contrary, the Company shall cause the Shelf Registration Statement and the
     related prospectus and any amendment or supplement thereto, as of the
     effective date of the Shelf Registration Statement, amendment or
     supplement, (i) to comply in all material respects with the applicable
     requirements of the Securities Act and the rules and regulations of the
     Commission and (ii) not to contain any untrue statement of a material fact
     or omit to state a material fact required to be stated therein or necessary
     in order to make the statements therein, in light of the circumstances
     under which they were made, not misleading; it being understood that the
     Company shall not be so responsible for information provided by or on
     behalf of Holders of Securities.

     3.   REGISTRATION PROCEDURES. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered
Exchange Offer contemplated by Section 1 hereof, the following provisions shall
apply:

          (a)  The Company shall (i) if requested in writing, furnish to each
     Initial Purchaser, prior to the filing thereof with the Commission, a copy
     of the Registration Statement and each amendment thereof and each
     supplement, if any, to the prospectus included therein and, in the event
     that an Initial Purchaser (with respect to any portion of an unsold
     allotment from the original offering) is participating in the Registered
     Exchange Offer or the Shelf Registration Statement, the Company shall use
     its



                                                                               6

     reasonable best efforts to reflect in each such document, when so filed
     with the Commission, such comments as such Initial Purchaser reasonably may
     propose; (ii) include the information set forth in Annex A hereto on the
     cover, in Annex B hereto in the "Exchange Offer Procedures" section and the
     "Purpose of the Exchange Offer" section and in Annex C hereto in the "Plan
     of Distribution" section of the prospectus forming a part of the Exchange
     Offer Registration Statement and include the information set forth in Annex
     D hereto in the Letter of Transmittal delivered pursuant to the Registered
     Exchange Offer; (iii) if requested by an Initial Purchaser, include the
     information required by Items 507 or 508 of Regulation S-K under the
     Securities Act, as applicable, in the prospectus forming a part of the
     Exchange Offer Registration Statement; (iv) include within the prospectus
     contained in the Exchange Offer Registration Statement a section entitled
     "Plan of Distribution" reasonably acceptable to the Initial Purchasers,
     which shall contain a summary statement of the positions taken or policies
     made by the staff of the Commission with respect to the potential
     "underwriter" status of any broker-dealer that is the beneficial owner (as
     defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
     (the "EXCHANGE ACT")) of Exchange Securities received by such broker-dealer
     in the Registered Exchange Offer (a "PARTICIPATING BROKER-DEALER"), whether
     such positions or policies have been publicly disseminated by the staff of
     the Commission or such positions or policies, in the reasonable judgment of
     the Initial Purchasers based upon advice of counsel (which maybe in-house
     counsel), represent the prevailing views of the staff of the Commission;
     and (v) in the case of a Shelf Registration Statement, include the names of
     the Holders who propose to sell Securities pursuant to the Shelf
     Registration Statement as selling security holders.

          (b)  The Company shall give written notice to the Initial Purchasers,
     the Holders of the Securities (but in the case of a Shelf Registration,
     only to such Holders as are named as selling securityholders in the
     prospectus forming part of the Shelf Registration Statement) and any
     Participating Broker-Dealer from whom the Company has received prior
     written notice that it will be a Participating Broker-Dealer in the
     Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof
     shall be accompanied by an instruction to suspend the use of the prospectus
     until the requisite changes have been made (any such period of suspension,
     the "Suspension Period")):

               (i) when the Registration Statement or any amendment thereto has
          been filed with the Commission and when the Registration Statement or
          any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for amendments or
          supplements to the Registration Statement or the prospectus included
          therein or for additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          initiation of any proceedings for that purpose;

               (iv) of the receipt by the Company or its legal counsel of any
          notification with respect to the suspension of the qualification of
          the Securities for sale in any jurisdiction or the initiation or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires the Company to
          make changes in the Registration Statement or the prospectus in order
          that the



                                                                               7

          Registration Statement or the prospectus do not contain an untrue
          statement of a material fact nor omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein (in the case of the prospectus, in light of the circumstances
          under which they were made) not misleading.

          (c)  The Company shall make reasonable efforts to obtain the
     withdrawal at the earliest possible time, of any order suspending the
     effectiveness of the Registration Statement.

          (d)  The Company shal1 furnish to each Holder of Securities included
     within the coverage of the Shelf Registration, without charge, at least one
     copy of the Shelf Registration Statement and any post-effective amendment
     thereto, including financial statements and schedules, and, if the Holder
     so requests in writing, all exhibits thereto (including those, if any,
     incorporated by reference).

          (e)  The Company shall deliver to each Exchanging Dealer and each
     Initial Purchaser, and to any other Holder who so requests in writing,
     without charge, at least one copy of the Exchange Offer Registration
     Statement and any post-effective amendment thereto, including financial
     statements and schedules, and, if any Initial Purchaser or any such Holder
     requests in writing, all exhibits thereto (including those incorporated by
     reference).

          (f)  The Company shall, during the Shelf Registration Period, deliver
     to each Holder of Securities included within the coverage of the Shelf
     Registration, without charge, as many copies of the prospectus (including
     each preliminary prospectus) included in the Shelf Registration Statement
     and any amendment or supplement thereto as such person may reasonably
     request in writing. The Company consents, subject to the provisions of this
     Agreement, to the use of the prospectus or any amendment or supplement
     thereto by each of the selling Holders of the Securities in connection with
     the offering and sale of the Securities covered by the prospectus, or any
     amendment or supplement thereto, included in the Shelf Registration
     Statement.

          (g)  The Company shall deliver to each Initial Purchaser, any
     Exchanging Dealer, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer,
     without charge, as many copies of the final prospectus included in the
     Exchange Offer Registration Statement and any amendment or supplement
     thereto as such persons may reasonably request in writing. The Company
     consents, subject to the provisions of this Agreement, to the use of the
     prospectus or any amendment or supplement thereto by any Initial Purchaser,
     if necessary, any Participating Broker-Dealer and such other persons
     required to deliver a prospectus following the Registered Exchange Offer in
     connection with the offering and sale of the Exchange Securities covered by
     the prospectus, or any amendment or supplement thereto, included in such
     Exchange Offer Registration Statement.

          (h)  Prior to any public offering of the Securities pursuant to any
     Registration Statement the Company shall use its reasonable best efforts to
     register or qualify or cooperate with the Holders of the Securities
     included therein and their respective counsel in connection with the
     registration or qualification of the Securities for offer and sale under
     the securities or "blue sky" laws of such states of the United States as
     any Holder of the Securities reasonably requests in writing and do any and
     all other acts or things reasonably necessary to enable the offer and sale
     in such jurisdictions of the Securities covered by such Registration
     Statement; PROVIDED, HOWEVER, that the Company shall not be required to (i)
     qualify generally to do business in any jurisdiction



                                                                               8

     where it is not then so qualified or (ii) take any action which would
     subject it to general service of process or to taxation in any jurisdiction
     where it is not then so subject.

          (i)  The Company shall cooperate with the Holders of the Securities to
     facilitate the timely preparation and delivery of certificates representing
     the Securities to be sold pursuant to any Registration Statement free of
     any restrictive legends and in such denominations and registered in such
     names as the Holders may request a reasonable period of time prior to sales
     of the Securities pursuant to such Registration Statement.

          (j)  Upon the occurrence of any event contemplated by paragraphs (ii)
     through (v) of Section 3(b) above during the period for which the Company
     is required to maintain an effective Registration Statement, the Company
     shall promptly prepare and file a post-effective amendment to the
     Registration Statement or a supplement to the related prospectus and any
     other required document so that, as thereafter delivered to Holders of the
     Securities or purchasers of Securities, the prospectus will not contain an
     untrue statement of a material fact or omit to state any 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.
     If the Company notifies the Initial Purchasers, the Holders of the
     Securities and any known Participating Broker-Dealer in accordance with
     paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the
     prospectus until the requisite changes to the prospectus have been made as
     the case may be, then the Initial Purchasers, the Holders of the Securities
     and any such Participating Broker-Dealers shall suspend use of such
     prospectus (and shall discard or destroy all copies of such prospectus in
     its possession, other than file copies), and the period of effectiveness of
     the Shelf Registration Statement provided for in Section 2(b) above and the
     Exchange Offer Registration Statement provided for in Section 1 above shall
     each be extended by the number of days from and including the date of the
     giving of such notice to and including the date when the Initial
     Purchasers, the Holders of the Securities and any known Participating
     Broker-Dealer shall have received such amended or supplemented prospectus
     pursuant to this Section 3(j). Notwithstanding the foregoing, the Company
     shall not be required to amend or supplement a Registration Statement, any
     related prospectus or any document incorporated therein by reference for a
     period not to exceed an aggregate of 60 days in any calendar year if (i) an
     event occurs and is continuing as a result of which the Shelf Registration
     would, in the Company's good faith judgment, contain an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading and (ii) (A) the Company determines in its good
     faith judgment that the disclosure of such event at such time would have a
     material adverse effect on the business, operations or prospects of the
     Company or (B) the disclosure otherwise relates to a pending material
     business transaction that has not yet been publicly disclosed.

          (k)  Not later than the effective date of the applicable Registration
     Statement, the Company will provide a CUSIP number for the Initial
     Securities, the Exchange Securities or the Private Exchange Securities, as
     the case may be, and provide the applicable trustee with printed
     certificates for the Initial Securities, the Exchange Securities or the
     Private Exchange Securities, as the case may be, in a form eligible for
     deposit with The Depository Trust Company.

          (l)  The Company will comply with all rules and regulations of the
     Commission to the extent and so long as they are applicable to the
     Registered Exchange Offer or the Shelf Registration and will make generally
     available to its security holders (or otherwise provide in accordance with
     Section 11(a) of the Securities Act) an earnings



                                                                               9

     statement satisfying the provisions of Section 11(a) of the Securities Act,
     no later than 45 days after the end of a 12-month period (or 90 days, if
     such period is a fiscal year) beginning with the first month of the
     Company's first fiscal quarter commencing after the effective date of the
     Registration Statement, which statement shall cover such 12-month period.

          (m)  The Company shall cause the Indenture to be qualified under the
     Trust Indenture Act of 1939, as amended, in a timely manner and containing
     such changes, if any, as shall be necessary for such qualification. In the
     event that such qualification would require the appointment of a new
     trustee under the Indenture, the Company shall appoint a new trustee
     thereunder pursuant to the applicable provisions of the Indenture.

          (n)  The Company may require each Holder of Securities to be sold
     pursuant to the Shelf Registration Statement to furnish to the Company such
     information regarding the Holder and the distribution of the Securities as
     the Company may from time to time reasonably require for inclusion in the
     Shelf Registration Statement, and the Company may exclude from such
     registration the Securities of any Holder that fails to furnish such
     information within a reasonable time after receiving such request.

          (o)  The Company shall enter into such customary agreements
     (including, if requested, an underwriting agreement in customary form) and
     take all such other action, if any, as the Holders of a majority of the
     Securities to be included in the Shelf Registration Statement shall
     reasonably request in order to facilitate the disposition of the Securities
     pursuant to any Shelf Registration.

          (p)  In the case of any Shelf Registration, the Company shall (i) make
     reasonably available for inspection by the Holders of the Securities, any
     underwriter participating in any disposition pursuant to the Shelf
     Registration Statement and any attorney, accountant or other agent retained
     by the Holders of the Securities or any such underwriter all relevant
     financial and other records, pertinent corporate documents and properties
     of the Company and (ii) cause the Company's officers, directors, employees,
     accountants and auditors to supply all relevant information reasonably
     requested by the Holders of the Securities or any such underwriter,
     attorney, accountant or agent in connection with the Shelf Registration
     Statement, in each case, as shall be reasonably necessary to enable such
     persons, to conduct a reasonable investigation within the meaning of
     Section 11 of the Securities Act; PROVIDED, HOWEVER, that the foregoing
     inspection and information gathering shall be coordinated on behalf of the
     Initial Purchasers by you and on behalf of the other parties, by one
     counsel designated by and on behalf of such other parties as described in
     Section 4 hereof. All such information shall be kept confidential by the
     recipients pursuant to a customary confidentiality agreement to be entered
     into by such recipient prior to releasing any such information.

          (q)  In the case of any Shelf Registration, the Company, if requested
     by any Holder of Securities covered thereby, shall cause (i) its counsel to
     deliver an opinion and updates thereof relating to the Securities in
     customary form addressed to such Holders and the managing underwriters, if
     any, thereof and dated, in the case of the initial opinion, the effective
     date of such Shelf Registration Statement, which opinions shall cover
     matters customarily addressed in opinions requested by underwriters in
     connection with underwritten offerings; (ii) its officers to execute and
     deliver all customary documents and certificates and updates thereof
     reasonably requested by any underwriters of the applicable Securities and
     (iii) its independent public accountants to provide to the selling Holders
     of the applicable Securities and any managing underwriter therefor a
     comfort letter in customary form and covering matters of the type



                                                                              10

     customarily covered in comfort letters in connection with primary
     underwritten offerings, subject to receipt of appropriate documentation as
     contemplated, and only if permitted, by Statement of Auditing Standards No.
     72.

          (r)  In the case of the Registered Exchange Offer, if requested by any
     Initial Purchaser, the Company shall cause (i) its counsel to deliver to
     such Initial Purchaser a signed opinion, in customary form, in connection
     with the preparation of a Registration Statement and (ii) its independent
     public accountants to deliver to such Initial Purchaser a comfort letter,
     in customary form, meeting the requirements as to the substance thereof as
     set forth in Section 6(a) of the Purchase Agreement, with appropriate date
     changes.

          (s)  If a Registered Exchange Offer or a Private Exchange is to be
     consummated, upon delivery of the Initial Securities by Holders to the
     Company (or to such other Person as directed by the Company) in exchange
     for the Exchange Securities or the Private Exchange Securities, as the case
     may be, the Company shall mark, or caused to be marked, on the Initial
     Securities so exchanged that such Initial Securities are being canceled in
     exchange for the Exchange Securities or the Private Exchange Securities, as
     the case may be; in no event shall the Initial Securities be marked as paid
     or otherwise satisfied.

          (t)  The Company will use its reasonable best efforts to confirm that
     the ratings of the Initial Securities will apply to the Securities covered
     by a Registration Statement, if so requested by Holders of a majority in
     aggregate principal amount of Securities covered by such Registration
     Statement, or by the managing underwriters, if any.

          (u)  In the event that any broker-dealer registered under the Exchange
     Act shall underwrite any Securities or participate as a member of an
     underwriting syndicate or selling group or "assist in the distribution"
     (within the meaning of the Conduct Rules (the "RULES") of the National
     Association of Securities Dealers, Inc. ("NASD")) thereof, whether as a
     Holder of such Securities or as an underwriter, a placement or sales agent
     or a broker or dealer in respect thereof, or otherwise, the Company will
     assist such broker-dealer in complying with the requirements of such Rules,
     including, without limitation, by (i) if such Rules, including Rule 2720,
     shall so require, engaging a "qualified independent underwriter" (as
     defined in Rule 2720) to participate in the preparation of the Registration
     Statement relating to such Securities, to exercise usual standards of due
     diligence in respect thereto and, if any portion of the offering
     contemplated by such Registration Statement is an underwritten offering or
     is made through a placement or sales agent, to recommend the yield of such
     Securities, (ii) indemnifying any such qualified independent underwriter to
     the extent of the indemnification of underwriters provided in Section 5
     hereof and (iii) providing such information to such broker-dealer as may be
     required in order for such broker-dealer to comply with the requirements of
     the Rules.

          (v)  The Company shall use its reasonable best efforts to take all
     other steps necessary to effect the registration of the Securities covered
     by a Registration Statement contemplated hereby.

     4.   REGISTRATION EXPENSES.

     (a)  All expenses incident to the Company's performance of and compliance
with this Agreement (other than any underwriting discounts or commissions or
other such customary



                                                                              11

selling expenses) will be borne by the Company, regardless of whether a
Registration Statement is ever filed or becomes effective, including without
limitation;

          (i) all registration and filing fees and expenses;

          (ii) all fees and expenses of compliance with federal securities and
     state "blue sky" or securities laws;

          (iii) all expenses of printing (including printing certificates for
     the Securities to be issued in the Registered Exchange Offer and the
     Private Exchange and printing of Prospectuses), messenger and delivery
     services and telephone;

          (iv) all fees and disbursements of counsel for the Company;

          (v) all application and filing fees in connection with listing the
     Exchange Securities on a national securities exchange or automated
     quotation system pursuant to the requirements hereof; and

          (vi) all fees and disbursements of independent certified public
     accountants of the Company (including the expenses of any special audit and
     comfort letters required by or incident to such performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.

     (b)  In connection with any Registration Statement required by this
Agreement, the Company will reimburse the Initial Purchasers and the Holders of
Transfer Restricted Securities who are tendering Initial Securities in the
Registered Exchange Offer or selling or reselling Securities pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements not to exceed $25,000 of not more than one counsel, who shall be
Cravath, Swaine & Moore unless another firm shall be chosen by the Holders of a
majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

     5.   INDEMNIFICATION.

     (a)  The Company will indemnify and hold harmless each Holder of the
Securities, any Participating Broker-Dealer and each person, if any, who
controls such Holder or such Participating Broker-Dealer within the meaning of
the Securities Act or the Exchange Act (each Holder, any Participating
Broker-Dealer and such controlling persons are referred to collectively as the
"INDEMNIFIED PARTIES") from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but
not limited to, any losses, claims, damages, liabilities or actions relating to
purchases and sales of the Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances in which
they were made



                                                                              12

not misleading, and shall reimburse, as incurred, the Indemnified Parties for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; PROVIDED, HOWEVER, that (i) the Company shall not be liable in
any such case to the extent that such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in a Registration Statement or prospectus or
in any amendment or supplement thereto or in any preliminary prospectus relating
to a Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on
behalf of such Holder specifically for inclusion therein, (ii) with respect to
any untrue statement or omission or alleged untrue statement or omission made in
any preliminary prospectus relating to a Shelf Registration Statement, the
indemnity agreement contained in this subsection (a) shall not inure to the
benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer and (iii)
the Company shall not be liable in any such case to the extent such loss, claim,
damage or liability directly results from any prospectus delivered by any Holder
or Participating Broker-Dealer during a Suspension Period, but only if such
Holder or Participating Broker-Dealer received proper notice of such Suspension
Period as required by this Agreement; PROVIDED FURTHER, HOWEVER, that this
indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify
underwriters, their officers and directors and each person who controls such
underwriters within the meaning of the Securities Act or the Exchange Act to the
same extent as provided above with respect to the indemnification of the Holders
of the Securities if requested by such Holders.

     (b)  Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company, its officers and directors and each
person, if any, who controls the Company within the meaning of the Securities
Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company, its
officers and directors or any such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus relating to a Shelf Registration, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

     (c)  Promptly after receipt by an indemnified party under this Section 5 of
notice of the commencement of any action or proceeding (including a governmental
investigation), such



                                                                              13

indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 5, notify in writing the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying
party will not, in any event, relieve it from any liability that it may have
under subsection (a) or (b) above except to the extent that it has been
materially prejudiced (through the forfeiture of substantive rights or defenses
or otherwise) by such failure; and provided further that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have
to an indemnified party otherwise than under subsection (a) or (b) above. In
case any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnified party in connection with such suit or the transactions giving rise
to such suit), and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof the indemnifying party
will not be liable to such indemnified party under this Section 5 for any legal
or other expenses, other than reasonable costs of investigation, subsequently
incurred by such indemnified party in connection with the defense thereof. No
indemnifying party shall, without the prior written consent of the indemnified
party, which consent shall not be unreasonably withheld or delayed, effect any
settlement of any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on any
claims that are the subject matter of such action, and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.

     (d)  If the indemnification provided for in this Section 5 is unavailable
or insufficient to hold harmless an indemnified party under subsections (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to in subsection (a) or (b)
above in such proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities (or actions in respect thereof) as well
as any other relevant equitable considerations. The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action
or claim which is the subject of this subsection (d). Notwithstanding any other
provision of this Section 5(d), the Holders of the Securities shall not be
required to contribute any amount in excess of the amount by which the net
proceeds received by such Holders from the sale of the Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each director and



                                                                              14

officer and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.

     (e)  The agreements contained in this Section 5 shall survive the sale of
the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancelation of this Agreement
or any investigation made by or on behalf of any indemnified party.

     6.   ADDITIONAL INTEREST UNDER CERTAIN CIRCUMSTANCES.

     (a)  Additional interest (the "ADDITIONAL INTEREST") with respect to the
Securities shall be assessed, subject to Section 6(b) hereof, as follows if any
of the following events occur (each such event in clauses (i) through (iv) below
being herein called a "REGISTRATION DEFAULT"):

          (i) any Registration Statement required by this Agreement is not filed
     with the Commission on or prior to the applicable Filing Deadline;

          (ii) any Registration Statement required by this Agreement is not
     declared effective by the Commission on or prior to the applicable
     Effectiveness Deadline;

          (iii) the Registered Exchange Offer has not been consummated on or
     prior to the Consummation Deadline; or

          (iv) any Registration Statement required by this Agreement has been
     declared effective by the Commission but (A) such Registration Statement
     thereafter ceases to be effective or (B) such Registration Statement or the
     related prospectus ceases to be usable in connection with resales of
     Transfer Restricted Securities during the periods specified herein because
     either (1) any event occurs as a result of which the related prospectus
     forming part of such Registration Statement would include any untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein in the light of the circumstances under
     which they were made not misleading, or (2) it shall be necessary to amend
     such Registration Statement or supplement the related prospectus, to comply
     with the Securities Act or the Exchange Act or the respective rules
     thereunder.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

Additional Interest shall accrue on the Securities over and above the interest
set forth in the title of the Securities from and including the date on which
any such Registration Default shall occur to but excluding the date on which all
such Registration Defaults have been cured, at a rate of 0.25% per annum (the
"ADDITIONAL INTEREST RATE") for the first 90-day period immediately following
the occurrence of such Registration Default. The Additional Interest Rate shall
increase by an additional 0.25% per annum with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum
Additional Interest Rate of 1.0% per annum. Notwithstanding any provisions
herein to the contrary, if a Registered Exchange Offer has been consummated,
Additional Interest shall not accrue on any Security that is no longer a
Transfer Restricted Security.

     (b)  A Registration Default referred to in Section 6(a)(iv) hereof shall be
deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a



                                                                              15

post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf
Registration Statement or the related prospectus and (ii) in the case of clause
(y), the Company is proceeding promptly and in good faith to amend or supplement
such Shelf Registration Statement and related prospectus to describe such
events; PROVIDED, HOWEVER, that in any case if such Registration Default occurs
for a continuous period in excess of 60 days, Additional Interest shall be
payable in accordance with the above paragraph from the day such Registration
Default occurs until such Registration Default is cured or until the Company is
no longer required pursuant to this Agreement to keep such Registration
Statement or related prospectus in effect.

     (c)  Any amounts of Additional Interest due pursuant to Section 6(a) will
be payable in cash on the regular interest payment dates with respect to the
Securities. The amount of Additional Interest will be determined by multiplying
the applicable Additional Interest Rate by the principal amount of the
Securities and further multiplied by a fraction, the numerator of which is the
number of days such Additional Interest Rate was applicable during such period
(determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.

     (d)  "TRANSFER RESTRICTED SECURITIES" means each Security until (i) the
date on which such Security has been exchanged by a person other than a
broker-dealer for a freely transferable Exchange Security in the Registered
Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Initial Security for an Exchange Security, the date on
which such Exchange Security is sold to a purchaser who receives from such
broker-dealer on or prior to the date of such sale a copy of the prospectus
contained in the Exchange Offer Registration Statement, (iii) the date on which
such Security has been effectively registered under the Securities Act and
disposed of in accordance with the Shelf Registration Statement or (iv) the date
on which such Security is distributed to the public pursuant to Rule 144 under
the Securities Act or is saleable pursuant to Rule 144(k) under the Securities
Act.

     7.   RULES 144 AND 144A. The Company shall use its reasonable best efforts
to file the reports required to be filed by it under the Securities Act and the
Exchange Act in a timely manner and, if at any time the Company is not required
to file such reports, it will, upon the written request of any Holder of
Securities, make publicly available other information so long as necessary to
permit sales of their securities pursuant to Rules 144 and 144A. The Company
covenants that it will take such further action as any Holder of Securities may
reasonably request in writing, all to the extent required from time to time to
enable such Holder to sell Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rules 144 and 144A
(including the requirements of Rule 144A(d)(4)). The Company will provide a copy
of this Agreement to prospective purchasers of Initial Securities identified to
the Company by the Initial Purchasers upon request. If the Company ceases to be
a reporting company under the Exchange Act, upon the request of any Holder of
Initial Securities, the Company shall deliver to such Holder a written statement
as to whether it has complied with such requirements. Notwithstanding the
foregoing, nothing in this Section 7 shall be deemed to require the Company to
register any of its securities pursuant to the Exchange Act.

     8.   UNDERWRITTEN REGISTRATIONS. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("MANAGING



                                                                              16

UNDERWRITERS") will be selected by the Holders of a majority in aggregate
principal amount of such Transfer Restricted Securities to be included in such
offering and reasonably acceptable to the Company.

     No person may participate in any underwritten registration hereunder unless
such person (i) agrees to sell such person's Transfer Restricted Securities on
the basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

     9.   MISCELLANEOUS.

     (a)  REMEDIES. The Company acknowledges and agrees that any failure by the
Company to comply with its obligations under Section 1 and 2 hereof may result
in material irreparable injury to the Initial Purchasers or the Holders for
which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate. Notwithstanding the
foregoing, the Additional Interest is intended to constitute the sole monetary
damages that a Holder may collect as a result of any Registration Default.

     (b)  NO INCONSISTENT AGREEMENTS. The Company will not on or after the date
of this Agreement enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in anyway conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

     (c)  AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.
Without the consent of the Holder of each Security, however, no modification may
change the provisions relating to the payment of Additional Interest.

     (d)  NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

          (1)  if to a Holder of the Securities, at the most current address
     given by such Holder to the Company.

          (2)  if to the Initial Purchasers:

          Credit Suisse First Boston LLC
          Eleven Madison Avenue
          New York, NY 10010-3629
          Fax No.: (212)325-8278
          Attention: Transactions Advisory Group



                                                                              17

     with a copy to:

          Cravath, Swaine & Moore
          825 Eighth Avenue
          Worldwide Plaza
          New York, NY 10019-7475
          Fax No.: (212)474-3700
          Attention: Kris F.Heinzelman, Esq.

          (3) if to the Company:

          AmeriPath, Inc.
          7289 Garden Road
          Suite 200
          Riviera Beach, FL 33404
          Fax No.: (561)845-0129
          Attention: Chief Executive Officer

     with copies to:

          Welsh, Carson, Anderson & Stowe IX, L.P.
          320 Park Avenue
          Suite 2500
          New York, NY 10022
          Fax No.: (212)893-9566
          Attention: Paul B. Queally
                     D. Scott Mackesy

          and

          Reboul, MacMurray, Hewitt & Maynard
          45 Rockefeller Plaza
          New York, NY 10111
          Fax No.: (212)841-5725
          Attention: Othon A. Prounis, Esq.

     All such notices and communications shall be deemed to have been duly given
as follows: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient's facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

     (e)  THIRD PARTY BENEFICIARIES. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder.

     (f)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns.



                                                                              18

     (g)  COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

     (j)  SEVERABILITY. If any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.

     (k)  SECURITIES HELD BY THE COMPANY. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities is required
hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

     (1)  SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES. Each of the parties
hereto hereby submits to the non-exclusive jurisdiction of the Federal and state
courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. To the extent that any such party may acquire any immunity
from jurisdiction of any court or from any legal process (whether through
service of notice, attachment prior to judgment, attachment in aid of execution,
execution or otherwise) with respect to itself or its property, it hereby
irrevocably waives such immunity in respect of this Agreement, to the fullest
extent permitted by law.



If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement among
the several Initial Purchasers, the Company and the Guarantors in accordance
with its terms.

                                    Very truly yours,


                                    AMY ACQUISITION CORP,


                                    By /s/ D. Scott Mackesy
                                       ----------------------
                                       Name: D. Scott Mackesy
                                       Title: Vice President

                                    3-GEN DIAGNOSTIC LABORATORIES, INC.
                                    (a Utah corporation)
                                    AMERIPATH 5.01 (A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    AMERIPATH CARROLLTON, INC,
                                    (a Georgia corporation)
                                    AMERIPATH CINCINNATI, INC.
                                    (an Ohio corporation)
                                    AMERIPATH CLEVELAND, INC.
                                    (an Ohio corporation)
                                    AMERIPATH CONSOLIDATED LABS, INC.
                                    (a Florida corporation)
                                    AMERIPATH FLORIDA, INC.
                                    (a Florida corporation)
                                    AMERIPATH KENTUCKY, INC,
                                    (a Kentucky corporation)
                                    AMERIPATH LUBBOCK 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    AMERIPATH MARKETING USA, INC.
                                    (a Florida corporation)
                                    AMERIPATH MICHIGAN, INC.
                                    (a Michigan corporation)
                                    AMERIPATH MISSISSIPPI, INC.
                                    (a Mississippi corporation)



                                    AMERIPATH NEW ENGLAND, INC,
                                    (a Delaware corporation)
                                    AMERIPATH NEW YORK, INC.
                                    (a Delaware corporation)
                                    AMERIPATH NORTH CAROLINA, INC.
                                    (a North Carolina corporation)
                                    AMERIPATH OHIO, INC.
                                    (a Delaware corporation)
                                    AMERIPATH PAT 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    AMERIPATH PCC, INC.
                                    (an Ohio corporation)
                                    AMERIPATH PENNSYLVANIA, INC.
                                    (a Pennsylvania corporation)
                                    AMERIPATH PHILADELPHIA, INC.
                                    (a New Jersey corporation)
                                    AMERIPATH SC, INC.
                                    (a South Carolina corporation)
                                    AMERIPATH SEVERANCE 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    AMERIPATH, WISCONSIN, INC.
                                    (a Wisconsin corporation)
                                    AMERIPATH YOUNGSTOWN LABS, INC.
                                    (an Ohio corporation)
                                    AMERIPATH YOUNGSTOWN, INC.
                                    (an Ohio corporation)
                                    ANATOMIC PATHOLOGY SERVICES, INC.
                                    (an Oklahoma corporation)
                                    ARIZONA PATHOLOGY GROUP, INC.
                                    (an Arizona corporation)
                                    ARLINGTON PATHOLOGY ASSOCIATION 5.01(A)
                                    CORPORATION
                                    (a Texas not-for-profit corporation)
                                    BEN F. MARTIN, M.D., F.C.A.P., INC.
                                    (a Mississippi corporation)
                                    CALIFORNIA PATHOLOGY CONSULTANTS
                                    OF AMERICA, INC.
                                    (a Tennessee corporation)



                                    CPA I, INC.
                                    (a Tennessee corporation)
                                    CPA II, INC.
                                    (a Tennessee corporation)
                                    DERMATOPATHOLOGY SERVICES, INC.
                                    (an Alabama corporation)
                                    DERMPATH, INC.
                                    (a Delaware corporation)
                                    DFW 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    DIAGNOSTIC PATHOLOGY MANAGEMENT
                                    SERVICES, INC.
                                    (an Oklahoma corporation)
                                    GEORGIA PATHOLOGY CONSULTANTS OF
                                    AMERICA, INC.
                                    (a Tennessee corporation)
                                    J. DAVID SMITH, M.D., INC.
                                    (a Georgia corporation)
                                    JOHN H. PARKER, JR., M.D., F.C.A.P., INC.
                                    (a Mississippi corporation)
                                    KAILASH B. SHARMA, M.D., INC.
                                    (a Georgia corporation)
                                    KATHARINE LIU, M.D., INC.
                                    (a Georgia corporation)
                                    NAPA 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)
                                    OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.
                                    (a Georgia corporation)
                                    O'QUINN MEDICAL PATHOLOGY ASSOCIATION, INC.
                                    (a Georgia corporation)
                                    PATHOLOGY AFFILIATED SERVICES, INC.
                                    (a Texas corporation)
                                    PATHOLOGY CONSULTANTS OF AMERICA, INC.
                                    (a Tennessee corporation)
                                    PATHSOURCE, INC.
                                    (a Delaware corporation)



                                    PCA OF COLUMBUS, INC.
                                    (a Tennessee corporation)
                                    PCA OF DENVER, INC.
                                    (a Tennessee corporation)
                                    PCA OF LOS GATOS, INC. (a
                                    Tennessee corporation)
                                    PCA OF MEMPHIS, INC.
                                    (a Tennessee corporation)
                                    PCA OF NASHVILLE, INC.
                                    (a Tennessee corporation)
                                    PCA OF ST. LOUIS II, INC.
                                    (a Tennessee corporation)
                                    PCA SOUTHEAST II, INC.
                                    (a Tennessee corporation)
                                    PCA/APR ACQUISITION CORP.
                                    (a Tennessee corporation)
                                    PETER G. KLACSMANN, M.D., INC.
                                    (a Georgia corporation)
                                    SHARON G. DASPIT, M.D., INC.
                                    (a Georgia corporation)
                                    SHOALS PATHOLOGY ASSOCIATES, INC.
                                    (an Alabama corporation)
                                    SIMPSON PATHOLOGY 5.01(A)
                                    CORPORATION
                                    (a Texas not-for-profit corporation)
                                    STRIGEN, INC.
                                    (a Utah corporation)
                                    TID ACQUISITION CORP.
                                    (a Delaware corporation)
                                    TXAR 5.01(A) CORPORATION
                                    (a Texas not-for-profit corporation)

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Vice President



                                    ROCKY MOUNTAIN PATHOLOGY, L.L.C.

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Manager

                                    AMERIPATH, LLC

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Manager

                                    API NO. 2, LLC

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Manager

                                    AMERIPATH INDIANA, LLC

                                      by: AMERIPATH, INC.
                                          (as Managing Member)

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Chief Financial Officer



                                    COLUMBUS PATHOLOGY ASSOCIATES

                                      by: CPA I, INC.
                                          (as General Partner)

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Vice President

                                    NUCLEAR MEDICINE & PATHOLOGY ASSOCIATES

                                      by: SHARON G. DASPIT, M.D., INC.
                                          (as General Partner)

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Vice President

                                    AMERIPATH TEXAS, LP

                                      by: AMERIPATH, LLC.
                                          (as General Partner)

                                      by: /s/ Gregory A. Marsh
                                          -------------------------
                                          Name: Gregory A. Marsh
                                          Title: Manager



The foregoing Registration Rights Agreement is hereby confirmed and accepted as
of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC,
as representative for the Initial Purchasers,

By: /s/ Craig R. Callen
    --------------------------
    Name : Craig R. Callen
    Title: Managing Director



                                                                         ANNEX A

Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."



                                                                         ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in
exchange for Initial Securities, where such Initial Securities were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver A prospectus in connection
with any resale of such Exchange Securities. See "Plan of Distribution."



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives Exchange Securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 180 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until, 200, all dealers
effecting transactions in the Exchange Securities may be required to deliver a
prospectus.(1)

     The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

     For a period of 180 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers
or dealers and will indemnify the Holders of the Securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

- ----------
      (1) In addition, the legend required by Item 502(e) of Regulation S-K
will appear on the inside front cover page of the Exchange Offer prospectus
below the Table of Contents.



                                                                         ANNEX D

[ ]   CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:

      Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.



                                                                      SCHEDULE 1


                              SUBSIDIARY GUARANTORS



               NAME                                       JURISDICTION
               ----                                       ------------
                                                      
3-Gen Diagnostic Laboratories, Inc.                           Utah
AmeriPath, LLC                                              Delaware
AmeriPath 5.01(a) Corporation                                 Texas
AmeriPath Carrollton, Inc.                                   Georgia
AmeriPath Cincinnati, Inc.                                    Ohio
AmeriPath Cleveland, Inc.                                     Ohio
AmeriPath Consolidated Labs, Inc.                            Florida
AmeriPath Florida, Inc.                                      Florida
AmeriPath Indiana, LLC                                       Indiana
AmeriPath Kentucky, Inc.                                    Kentucky
AmeriPath Lubbock 5.01(a) Corporation                         Texas
AmeriPath Marketing USA, Inc.                                Florida
AmeriPath Michigan, Inc.                                    Michigan
AmeriPath Mississippi, Inc.                                Mississippi
AmeriPath New York, Inc.                                    Delaware
AmeriPath North Carolina, Inc.                           North Carolina
AmeriPath New England, Inc.                                 Delaware
AmeriPath Ohio, Inc.                                        Delaware
AmeriPath PAT 5.01(a) Corporation                             Texas
AmeriPath PCC, Inc.                                           Ohio
AmeriPath Pennsylvania, Inc.                              Pennsylvania
AmeriPath Philadelphia, Inc.                               New Jersey
AmeriPath SC, Inc.                                       South Carolina
AmeriPath Severance 5.0l(a) Corporation                       Texas
AmeriPath Texas, LP                                         Delaware
AmeriPath Youngstown Labs, Inc.                               Ohio
AmeriPath Youngstown, Inc.                                    Ohio
AmeriPath, Wisconsin, Inc.                                  Wisconsin
Anatomic Pathology Services, Inc.                           Oklahoma
API No. 2, LLC                                              Delaware
Arizona Pathology Group, Inc.                                Arizona




                                                       
Arlington Pathology Association 5.01(a)
Corporation                                                  Texas
Ben F. Martin, M.D., F.C.A.P, Inc.                        Mississippi
California Pathology Consultants of America, Inc.          Tennessee
Columbus Pathology Associates                             Mississippi
CPA I, Inc.                                                Tennessee
CPA II, Inc.                                               Tennessee
Dermatopathology Services, Inc.                             Alabama
Dermpath, Inc.                                             Delaware
DFW 5.01(a) Corporation                                      Texas
Diagnostic Pathology Management Services, Inc.             Oklahoma
Georgia Pathology Consultants of America, Inc.             Tennessee
J. David Smith, M.D., Inc.                                  Georgia
John H. Parker, Jr., M.D., F.C.A.P., Inc.                 Mississippi
Kailash B. Sharma, M.D., Inc.                               Georgia
Katharine Liu, M.D., Inc.                                   Georgia
NAPA 5.01(a) Corporation                                     Texas
Nuclear Medicine and Pathology Associates                   Georgia
Ocmulgee Medical Pathology Association, Inc.                Georgia
O'Quinn Medical Pathology Association, Inc.                 Georgia
Pathology Affiliated Services, Inc.                          Texas
Pathology Consultants of America, Inc.                     Tennessee
PathSOURCE, Inc.                                           Delaware
PCA of Columbus, Inc.                                      Tennessee
PCA of Denver, Inc.                                        Tennessee
PCA of Los Gatos,Inc.                                      Tennessee
PCA of Memphis, Inc.                                       Tennessee
PCA of Nashville, Inc.                                     Tennessee
PCA of St. Louis II, Inc.                                  Tennessee
PCA Southeast II, Inc.                                     Tennessee
PCA/APR Acquisition Corporation                            Tennessee
Peter G. Klacsmann, M.D., Inc.                              Georgia
Rocky Mountain Pathology, L.L.C.                             Utah
Sharon G. Daspit, M.D., Inc.                                Georgia
Shoals Pathology Associates, Inc.                           Alabama





                                                        
Simpson Pathology 5.01(a) Corporation                        Texas
Strigen, Inc.                                                Utah
TID Acquisition Corporation                                Delaware
TXAR 5.01(a) Corporation                                     Texas

EX-10.3

                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

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

                                CREDIT AGREEMENT

                           dated as of March 27, 2003,

                                      among

                                AMERIPATH, INC.,

                            AMERIPATH HOLDINGS, INC.,

                            THE LENDERS NAMED HEREIN,

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                  as Administrative Agent and Collateral Agent


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

                           CREDIT SUISSE FIRST BOSTON

                                       and

                         DEUTSCHE BANK SECURITIES, INC.,
                  as Joint Bookrunners and Joint Lead Arrangers

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



                                                                               i

                                TABLE OF CONTENTS

                                                                                                 
                                               ARTICLE I

                                              DEFINITIONS

SECTION 1.01. Defined Terms..........................................................................2
SECTION 1.02. Terms Generally.......................................................................27
SECTION 1.03. Pro Forma Calculations................................................................27
SECTION 1.04. Classification of Loans and Borrowings................................................27

                                              ARTICLE II

                                              THE CREDITS

SECTION 2.01. Commitments...........................................................................28
SECTION 2.02. Loans.................................................................................28
SECTION 2.03. Borrowing Procedure...................................................................30
SECTION 2.04. Evidence of Debt; Repayment of Loans..................................................30
SECTION 2.05. Fees..................................................................................31
SECTION 2.06. Interest on Loans.....................................................................32
SECTION 2.07. Default Interest......................................................................32
SECTION 2.08. Alternate Rate of Interest............................................................33
SECTION 2.09. Termination and Reduction of Commitments..............................................33
SECTION 2.10. Conversion and Continuation of Borrowings.............................................34
SECTION 2.11. Repayment of Term Borrowings..........................................................35
SECTION 2.12. Optional Prepayments..................................................................36
SECTION 2.13. Mandatory Prepayments.................................................................37
SECTION 2.14. Reserve Requirements; Change in Circumstances.........................................38
SECTION 2.15. Change in Legality....................................................................39
SECTION 2.16. Indemnity.............................................................................40
SECTION 2.17. Pro Rata Treatment....................................................................40
SECTION 2.18. Sharing of Setoffs....................................................................40
SECTION 2.19. Payments..............................................................................41
SECTION 2.20. Taxes.................................................................................41
SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate...............43
SECTION 2.22. Swingline Loans.......................................................................44
SECTION 2.23. Letters of Credit.....................................................................45
SECTION 2.24. Increase in Revolving Credit Commitments..............................................50





                                                                              ii

                                                                                                 
                                              ARTICLE III

                                    REPRESENTATIONS AND WARRANTIES

SECTION 3.01. Organization; Powers..................................................................51
SECTION 3.02. Authorization.........................................................................51
SECTION 3.03. Enforceability........................................................................51
SECTION 3.04. Governmental Approvals................................................................52
SECTION 3.05. Financial Statements..................................................................52
SECTION 3.06. No Material Adverse Change............................................................52
SECTION 3.07. Title to Properties; Possession Under Leases..........................................53
SECTION 3.08. Subsidiaries..........................................................................53
SECTION 3.09. Litigation; Compliance with Laws......................................................53
SECTION 3.10. Agreements............................................................................54
SECTION 3.11. Federal Reserve Regulations...........................................................55
SECTION 3.12. Investment Company Act; Public Utility Holding Company Act............................55
SECTION 3.13. Use of Proceeds.......................................................................55
SECTION 3.14. Tax Returns...........................................................................55
SECTION 3.15. No Material Misstatements.............................................................55
SECTION 3.16. Employee Benefit Plans................................................................55
SECTION 3.17. Environmental Matters.................................................................56
SECTION 3.18. Insurance.............................................................................56
SECTION 3.19. Security Documents....................................................................56
SECTION 3.20. Location of Real Property and Leased Premises.........................................57
SECTION 3.21. Labor Matters.........................................................................57
SECTION 3.22. Solvency..............................................................................57
SECTION 3.23. Senior Indebtedness...................................................................58
SECTION 3.24. Fraud and Abuse.......................................................................58

                                              ARTICLE IV

                                         CONDITIONS OF LENDING

SECTION 4.01. All Credit Events.....................................................................58
SECTION 4.02. First Credit Event....................................................................59

                                               ARTICLE V

                                         AFFIRMATIVE COVENANTS

SECTION 5.01. Existence; Businesses and Properties..................................................62
SECTION 5.02. Insurance.............................................................................63
SECTION 5.03. Taxes.................................................................................64
SECTION 5.04. Financial Statements, Reports, etc....................................................64
SECTION 5.05. Litigation and Other Notices..........................................................66





                                                                             iii

                                                                                                 
SECTION 5.06. Information Regarding Collateral......................................................66
SECTION 5.07. Maintaining Records; Access to Properties and Inspections.............................67
SECTION 5.08. Use of Proceeds.......................................................................67
SECTION 5.09. Further Assurances....................................................................67

                                              ARTICLE VI

                                          NEGATIVE COVENANTS

SECTION 6.01. Indebtedness..........................................................................68
SECTION 6.02. Liens.................................................................................70
SECTION 6.03. Sale and Lease-Back Transactions......................................................72
SECTION 6.04. Investments, Loans and Advances.......................................................72
SECTION 6.05. Mergers, Consolidations, Sales of Assets and Acquisitions.............................75
SECTION 6.06. Restricted Payments; Restrictive Agreements...........................................75
SECTION 6.07. Transactions with Affiliates..........................................................77
SECTION 6.08. Business of Holdings, Borrower and Subsidiaries.......................................78
SECTION 6.09. Other Indebtedness and Agreements.....................................................78
SECTION 6.10. Capital Expenditures..................................................................78
SECTION 6.11. Interest Coverage Ratio...............................................................79
SECTION 6.12. Fixed Charge Coverage Ratio...........................................................79
SECTION 6.13. Maximum Leverage Ratio................................................................80
SECTION 6.14. Fiscal Year...........................................................................81

                                              ARTICLE VII

                                           EVENTS OF DEFAULT


                                             ARTICLE VIII

                           THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


                                              ARTICLE IX

                                             MISCELLANEOUS

SECTION 9.01. Notices ..............................................................................86
SECTION 9.02. Survival of Agreement ................................................................86
SECTION 9.03. Binding Effect .......................................................................87
SECTION 9.04. Successors and Assigns ...............................................................87
SECTION 9.05. Expenses; Indemnity ..................................................................91
SECTION 9.06. Right of Setoff.......................................................................93





                                                                              iv

                                                                                                 
SECTION 9.07. Applicable Law........................................................................93
SECTION 9.08. Waivers; Amendment....................................................................93
SECTION 9.09. Interest Rate Limitation..............................................................94
SECTION 9.10. Entire Agreement......................................................................95
SECTION 9.11. Waiver of Jury Trial..................................................................95
SECTION 9.12. Severability..........................................................................95
SECTION 9.13. Counterparts..........................................................................95
SECTION 9.14. Headings..............................................................................96
SECTION 9.15. Jurisdiction; Consent to Service of Process...........................................96
SECTION 9.16. Confidentiality.......................................................................96
SECTION 9.17. Release of Contingent Note Reserve....................................................97




SCHEDULES

Schedule 1.01(a)     Subsidiary Guarantors
Schedule 1.01(b)     Contingent Notes
Schedule 2.01        Lenders and Commitments
Schedule 3.02        Authorization
Schedule 3.04        Government Approvals
Schedule 3.08        Subsidiaries
Schedule 3.09(a)     Litigation
Schedule 3.09(c)     Licenses and Certifications
Schedule 3.09(e)     Stark II
Schedule 3.17        Environmental Matters
Schedule 3.18        Insurance
Schedule 3.19        Filing Offices
Schedule 3.20        Leased Property
Schedule 3.24        Fraud and Abuse
Schedule 4.02(a)     Other Local Counsel
Schedule 6.01(a)     Certain Outstanding Indebtedness on Closing Date
Schedule 6.01(o)     Certain Outstanding Indebtedness on Closing Date
Schedule 6.02        Liens Existing on Closing Date
Schedule 6.04        Existing Investments
Schedule 6.06        Restricted Payments
Schedule 6.07        Transactions with Affiliates


EXHIBITS

EXHIBIT A            Form of Administrative Questionnaire
EXHIBIT B            Form of Assignment and Acceptance
EXHIBIT C            Form of Borrowing Request
EXHIBIT D            Form of Guarantee and Collateral Agreement
EXHIBIT E            Form of Perfection Certificate
EXHIBIT F-l          Form of Opinion of Reboul, MacMurray, Hewitt & Maynard



                                                                               v

EXHIBIT F-2          Form of Local Counsel Opinion
EXHIBIT G            Form of Subordination Provisions




                              CREDIT AGREEMENT dated as of March 27, 2003 among
                         AMERIPATH, INC., a Delaware corporation (the
                         "BORROWER"), AMERIPATH HOLDINGS, INC., a Delaware
                         corporation ("HOLDINGS"), the Lenders (as defined in
                         Article I), and CREDIT SUISSE FIRST BOSTON, a bank
                         organized under the laws of Switzerland, acting through
                         its Cayman Islands branch, as administrative agent (in
                         such capacity, the "ADMINISTRATIVE AGENT") and as
                         collateral agent (in such capacity, the "COLLATERAL
                         AGENT") for the Lenders.

     Pursuant to the Agreement and Plan of Merger (the "MERGER AGREEMENT") dated
as of December 8, 2002, by and among Holdings, Amy Acquisition Corp., a Delaware
corporation ("MERGER SUB") and the Borrower, Holdings will acquire the Borrower
in an acquisition transaction (the "ACQUISITION") in which Merger Sub will be
merged with and into the Borrower, and each existing share of common stock of
the Borrower (other than shares held by the Permitted Investors or dissenting
stockholders that properly exercise their appraisal rights) will be converted
into the right to receive $21.25 in cash. The aggregate amount of consideration
to be paid pursuant to the Merger Agreement in respect of such shares and to the
existing holders of the Borrower's options and warrants is approximately
$629,300,000 (the "CASH MERGER CONSIDERATION").

     The Borrower has requested the Lenders to extend credit in the form of (a)
Term Loans (such term and each other capitalized term used but not defined in
this introductory statement having the meaning given it in Article I) on the
Closing Date, in an aggregate principal amount not in excess of $225,000,000,
and (b) Revolving Loans at any time and from time to time prior to the Revolving
Credit Maturity Date, in an aggregate principal amount at any time outstanding
not in excess of $65,000,000. The Borrower has requested the Swingline Lender to
extend credit, at any time and from time to time prior to the Revolving Credit
Maturity Date, in the form of Swingline Loans, in an aggregate principal amount
at any time outstanding not in excess of $10,000,000. The Borrower has requested
the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any
time outstanding not in excess of $20,000,000, to support payment obligations
incurred in the ordinary course of business by the Borrower and its
Subsidiaries. The proceeds of the Term Loans are to be used solely (a) to pay
the Cash Merger Consideration, (b) to refinance all amounts outstanding and due
under the Existing Credit Agreement and (c) to pay fees and expenses incurred in
connection with the Transactions in an aggregate amount not to exceed
$38,000,000. The proceeds of the Revolving Loans and the Swingline Loans are to
be used solely for general corporate purposes.

     The Lenders are willing to extend such credit to the Borrower and the
Issuing Bank is willing to issue Letters of Credit for the account of the
Borrower on the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:



                                                                               2

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings specified below:

     "ABR", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are bearing interest at a
rate determined by reference to the Alternate Base Rate.

     "ACQUIRED ENTITY" shall have the meaning assigned to such term in Section
6.04(g).

     "ADDITIONAL SELLER NOTES" shall mean unsecured, Subordinated contingent
notes issued by the Borrower or any Subsidiary Guarantor, and any earn-out
obligations incurred by the Borrower or any Subsidiary Guarantor (whether or not
represented by actual notes), in each case to the seller (or any of its
Affiliates) in connection with any Permitted Acquisition, the subordination
provisions of which are no less favorable in any material respect to the Lenders
than those set forth in Exhibit G. For purposes of this Agreement, the aggregate
outstanding amount of any Additional Seller Notes at any time shall be the
Midpoint Amount of such notes certified by the Borrower pursuant to Section
6.04(g)(v).

     "ADDITIONAL SUBORDINATED DEBT" shall mean unsecured, subordinated
Indebtedness of Holdings, the Borrower or any Subsidiary Guarantor (i) that
requires no scheduled payment of principal prior to a date that is one year
after the Term Loan Maturity Date and (ii) the subordination provisions and
other non-pricing terms and conditions of which are no less favorable to the
Lenders than the analogous provisions of the Subordinated Notes (or, if issued
by Holdings, than the analogous provisions (including the pay-in-kind
provisions) of the Holdings Subordinated Notes.

     "ADJUSTED LIBO RATE" shall mean, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum equal to the product of (a)
the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves.

     "ADMINISTRATIVE AGENT FEES" shall have the meaning assigned to such term in
Section 2.05(b).

     "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative Questionnaire
in the form of Exhibit A, or such other form as may be supplied from time to
time by the Administrative Agent.

     "AFFILIATE" shall mean, when used with respect to a specified person,
another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person
specified; PROVIDED, HOWEVER, that, for purposes of Section 6.07, the term
"AFFILIATE" shall also include (i) any person that directly or indirectly owns



                                                                               3

5% or more of any class of Equity Interests of the person specified or (ii) any
person that is an officer or director of the person specified.

     "AFFILIATED PRACTICE" shall mean any physician-owned professional
organization, association or corporation that employs or contracts with
physicians engaged in a pathology practice and has entered into a Management
Services Agreement with the Borrower or any Subsidiary.

     "AGGREGATE REVOLVING CREDIT EXPOSURE" shall mean the aggregate amount of
the Lenders' Revolving Credit Exposures.

     "ALLOWABLE AMOUNT" shall mean, with respect to any fiscal year, beginning
with the fiscal year ending December 31, 2004:

     (a) if the Leverage Ratio at me end of the preceding fiscal year shall have
been greater than 3.00 to 1.00, the least of (i) $6,700,000, (ii) the Borrower's
Portion of Excess Cash Flow and (iii) the Pro Forma Allowable Amount; and

     (b) if the Leverage Ratio at the end of the preceding fiscal year shall
have been less than or equal to 3.00 to 1.00, the least of (i) $ 10,000,000,
(ii) the Borrower's Portion of Excess Cash Flow and (iii) the Pro Forma
Allowable Amount.

     "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum equal to
the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. If the Administrative
Agent shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate
for any reason, including the inability or failure of the Administrative Agent
to obtain sufficient quotations in accordance with the terms of the definition
thereof, the Alternate Base Rate shall be determined without regard to clause
(b) of the preceding sentence until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate or the Federal Funds Effective Rate shall be effective on the
effective date of such change in the Prime Rate or the Federal Funds Effective
Rate, respectively.

     "APPLICABLE PERCENTAGE" shall mean, for any day, (a) with respect to any
Eurodollar Term Loan, 4,50%, (b) with respect to any ABR Term Loan, 3.50%, and
(c) with respect to any Eurodollar Revolving Loan or ABR Revolving Loan, as the
case may be, the applicable percentage set forth below under the caption
"Eurodollar Spread--Revolving Loans" or "ABR Spread--Revolving Loans", as the
case may be, based upon the Leverage Ratio as of the relevant date of
determination:



                                    EURODOLLAR            ABR
                                      SPREAD-           SPREAD-
                                     REVOLVING         REVOLVING
          LEVERAGE RATIO               LOANS             LOANS
          -----------------------------------------------------------
                                                   
          Category 1                   3.50%             2.50%
          -----------------------------------------------------------




                                                                               4



                                          EURODOLLAR           ABR
                                            SPREAD-          SPREAD-
                                           REVOLVING        REVOLVING
          LEVERAGE RATIO                     LOANS            LOANS
          ---------------------------------------------------------------
                                                        
          Greater than 4.00 to 1.00
          ---------------------------------------------------------------
          CATEGORY 2                         3.25%            2.25%
          Greater than 3.50 to 1.00,
          but less than or equal to
          4.00 to 1.00
          ---------------------------------------------------------------
          CATEGORY 3                         3.00%            2.00%
          Greater than 3.00 to 1.00,
          but less than or equal to
          3.50 to 1.00
          ---------------------------------------------------------------
          CATEGORY 4                         2.75%            1.75%
          Less than or equal to 3.00
          to 1.00
          ---------------------------------------------------------------


     Each change in the Applicable Percentage resulting from a change in the
Leverage Ratio shall be effective with respect to all Loans and Letters of
Credit outstanding on and after the date of delivery to the Administrative Agent
of the financial statements and certificates required by Section 5.04(a) or (b)
and Section 5.04(d) or (e), respectively, indicating such change until the date
immediately preceding the next date of delivery of such financial statements and
certificates indicating another such change. Notwithstanding the foregoing,
until the Borrower shall have delivered the financial statements and
certificates required by Section 5.04(a) or (b) and Section 5.04(d) or (c),
respectively, for the period ended September 30, 2003, the Leverage Ratio shall
be deemed to be in Category 1 for purposes of determining the Applicable
Percentage. In addition, (a) at any time during which the Borrower has failed to
deliver the financial statements and certificates required by Section 5.04(a) or
(b) and Section 5.04(d) or (e), respectively, or (b) at any time after the
occurrence and during the continuance of an Event of Default, the Leverage Ratio
shall be deemed to be in Category 1 for purposes of determining the Applicable
Percentage.

     "ASSET SALE" shall mean the sale, transfer or other disposition (by way of
merger, casualty, condemnation or otherwise) by Holdings, the Borrower or any of
the Subsidiaries to any person other than the Borrower or any Subsidiary
Guarantor of (a) any Equity Interests of any of the Subsidiaries (other than
directors' qualifying shares) or (b) any other assets of Holdings, the Borrower
or any of the Subsidiaries (other than (i) inventory, damaged, obsolete or worn
out assets, scrap and Permitted Investments, in each case disposed of in the
ordinary course



                                                                               5

of business, (ii) non-exclusive licenses or sublicenses to use the patents,
trade secrets, know-how and other intellectual property of Holdings, the
Borrower or any Subsidiary to the extent such license does not interfere with
the business of Holdings, the Borrower or any Subsidiary or (iii) dispositions
between or among Foreign Subsidiaries).

     "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance entered
into by a Lender and an assignee, and accepted by the Administrative Agent, in
the form of Exhibit B or such other form as shall be approved by the
Administrative Agent.

     "BOARD" shall mean the Board of Governors of the Federal Reserve System of
the United States of America.

     "BORROWER'S PORTION OF EXCESS CASH FLOW" shall mean, at any date of
determination, the amount of Excess Cash Flow for the preceding fiscal year of
the Borrower (or, in the case of the fiscal year ending on December 31, 2003,
the portion thereof commencing on the Closing Date and ending on such date), and
ending prior to the date of determination that (a) was not or is not required to
be applied to the prepayment of Term Loans as described in Section 2.13(d) and
(b) has not been utilized on or prior to the date of determination to make a
Restricted Payment pursuant to Section 6.06(a)(iv).

     "BORROWING" shall mean (a) Loans of the same Class and Type made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect, or (b) a Swingline Loan.

     "BARROWING REQUEST" shall mean a request by the Borrower in accordance with
the terms of Section 2.03 and substantially in the form of Exhibit C, or such
other form as shall be approved by the Administrative Agent.

     "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close;
PROVIDED, HOWEVER, that when used in connection with a Eurodollar Loan, the term
"BUSINESS DAY" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

     "CAPITAL EXPENDITURES" shall mean, for any period, without duplication, (a)
the additions to property, plant and equipment and other capital expenditures of
the Borrower and its consolidated Subsidiaries that are (or should be) set forth
in a consolidated statement of cash flows of the Borrower for such period
prepared in accordance with GAAP and (b) Capital Lease Obligations or Synthetic
Lease Obligations incurred by the Borrower and its consolidated Subsidiaries
during such period, but excluding in each case (i) any such expenditure made to
restore, replace or rebuild property to the condition of such property
immediately prior to any damage, loss, destruction or condemnation of such
property, to the extent such expenditure is made with insurance proceeds,
condemnation awards or damage recovery proceeds relating to any such damage,
loss, destruction or condemnation and (ii) any such expenditures made with the
cash proceeds of any Asset Sale to the extent such proceeds are reinvested
within the period required by the definition of "Net Cash Proceeds". For
purposes of determining the Fixed Charge Coverage Ratio for the periods ended on
June 30, 2003 and September 30, 2003, Capital



                                                                               6

Expenditures will BE deemed to be equal to (i) for the fiscal quarter ended
September 30, 2002, $2,122,000 and (ii) for the fiscal quarter ended December
31, 2002, $2,867,000.

     "CAPITAL LEASE OBLIGATIONS" of any person shall mean the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

     "CHAMPUS" shall mean the United States Department of Defense Civilian
Health and Medical Program of the Uniformed Services.

     A "CHANGE IN CONTROL" shall mean any of the following events:

     (a) prior to the initial Public Equity Offering, the Permitted Investors
shall fail to own, directly or indirectly, beneficially and of record, and have
the right to vote Equity Interests in Holdings representing at least 51% of the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of Holdings;

     (b) after the initial Public Equity Offering, (i) the Permitted Investors
shall fail to own, directly or indirectly, beneficially and of record, and have
the right to vote Equity Interests in Holdings representing more than 35% of the
aggregate ordinary voting power represented by the issued and outstanding Equity
Interests of Holdings or (ii) any "person" or "group" (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder as in effect on the date hereof) other than the Permitted
Investors becomes, directly or indirectly, the beneficial owner of Equity
Interests in Holdings representing more than 25% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of
Holdings;

     (c) after the initial Public Equity Offering, during any period of two
consecutive years, individuals who at the beginning of such period constituted
the board of directors of Holdings (together with any new directors whose
election was approved by a majority of the directors then in office who were
either directors at the beginning of such period or whose election was
previously so approved) cease for any reason to have a majority of the total
voting power of the board of directors of Holdings;

     (d) the occurrence of any change in control or similar event (however
denominated) with respect to Holdings or the Borrower under and as defined in
any indenture or agreement in respect of Material Indebtedness to which
Holdings, the Borrower or a Subsidiary is a party; or

     (e) Holdings shall cease to directly own, beneficially and of record, 100%
of the issued and outstanding Equity Interests of the Borrower.

     "CHANGE IN LAW" shall mean (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or



                                                                               7

application thereof by any Governmental Authority after the date of this
Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes
of Section 2.14, by any lending office of such Lender or by such Lender's or
Issuing Bank's holding company, if any) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

     "CLASS", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term
Loans or Swingline Loans and, when used in reference to any Commitment, refers
to whether such Commitment is a Revolving Credit Commitment, Term Loan
Commitment or Swingline Commitment.

     "CLOSING DATE" shall mean March 27, 2003.

     "CODE" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "COLLATERAL" shall mean all the "Collateral" as defined in any Security
Document.

     "COMMITMENT" shall mean, with respect to any Lender, such Lender's
Revolving Credit Commitment, Term Loan Commitment and Swingline Commitment.

     "COMMITMENT FEE" shall have the meaning assigned to such term in Section
2.05(a).

     "CONFIDENTIAL INFORMATION MEMORANDUM" shall mean the Confidential
Information Memorandum of the Borrower dated January 2003.

     "CONSOLIDATED EBITDA" shall mean, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) Consolidated Interest
Expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any non-recurring fees, cash charges and other cash expenses (including
severance costs) made or incurred in connection with the Transactions that are
paid or otherwise accounted for within 90 days of the consummation of the
Transactions, (v) any extraordinary losses and (vi) any other non-cash charges
for such period (provided that any charges made or incurred in connection with
captive self-insurance reserves shall not be considered non-cash charges), and
minus (b) without duplication (i) all cash payments made during such period on
account of reserves, restructuring charges and other non-cash charges added to
Consolidated Net Income pursuant to clause (a)(vi) above in a previous period
and (ii) to the extent included in determining such Consolidated Net Income, any
extraordinary gains and all non-cash items of income for such period, all
determined on a consolidated basis in accordance with GAAP. For purposes of
determining the Fixed Charge Coverage Ratio, the Interest Coverage Ratio and the
Leverage Ratio as of or for the periods ended on June 30, 2003 and September 30,
2003, Consolidated EBITDA will be deemed to be equal to (i) for the fiscal
quarter ended September 30, 2002, $30,533,000 and (ii) for the fiscal quarter
ended December 31,2002, $23,151,000.



                                                                               8

     "CONSOLIDATED FIXED CHARGES" shall mean, for any period, without
duplication, the sum of (a) Consolidated Interest Expense for such period and
(b) the aggregate amount of scheduled principal payments made during such period
in respect of long term Indebtedness of the Borrower and the Subsidiaries (other
than (i) payments made by the Borrower or any Subsidiary to the Borrower or any
Subsidiary and (ii) payments made in respect of Contingent Notes and Additional
Seller Notes), except to the extent refinanced with Indebtedness permitted by
Section 6.01. For purposes of determining the Fixed Charge Coverage Ratio for
the period of four consecutive quarters ending on June 30, 2003, September 30,
2003 and December 31, 2003, Consolidated Fixed Charges shall be deemed to be (a)
the Consolidated Fixed Charges for the fiscal quarter ended June 30, 2003,
multiplied by 4, (b) the Consolidated Fixed Charges for the two consecutive
fiscal quarters ended September 30, 2003, multiplied by 2 and (c) the
Consolidated Fixed Charges for the three consecutive fiscal quarters ended
December 31, 2003, multiplied by 4/3, respectively.

     "CONSOLIDATED INTEREST EXPENSE" shall mean, for any period, the sum of (a)
the interest expense (including imputed interest expense in respect of Capital
Lease Obligations and Synthetic Lease Obligations, but excluding amortization of
capitalized financing costs incurred in connection with the Transactions) of the
Borrower and the Subsidiaries for such period, plus (b) any interest accrued
during such period in respect of Indebtedness of the Borrower or any Subsidiary
that is required to be capitalized rather than included in consolidated interest
expense, minus (c) interest income of the Borrower and the Subsidiaries for such
period, in each case determined on a consolidated basis in accordance with GAAP.
For purposes of the foregoing, interest expense shall be determined after giving
effect to any net payments made or received by the Borrower or any Subsidiary
with respect to interest rate Hedging Agreements. For purposes of determining
the Interest Coverage Ratio for the period of four consecutive quarters ending
on June 30, 2003, September 30, 2003 and December 31, 2003, Consolidated
Interest Expense shall be deemed to be (a) the Consolidated Interest Expense for
the fiscal quarter ended June 30, 2003, multiplied by 4, (b) the Consolidated
Interest Expense for the two consecutive fiscal quarters ended September 30,
2003, multiplied by 2 and (c) the Consolidated Interest Expense for the three
consecutive fiscal quarters ended December 31, 2003, multiplied by 4/3,
respectively.

     "CONSOLIDATED NET INCOME" shall mean, for any period, the net income or
loss of the Borrower and the Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax
or expense incurred or accrued by Holdings during such period (other than
interest expense in respect of the Holdings Subordinated Notes and Management
Fees) as though such charge, tax or expense had been incurred by the Borrower,
to the extent that the Borrower has made or would be entitled under the Loan
Documents to make any payment to or for the account of Holdings in respect
thereof); PROVIDED that there shall be excluded (a) the income of any Subsidiary
to the extent that the declaration or payment of dividends or similar
distributions by the Subsidiary of that income is not at the time permitted by
operation of the terms of its charter or any agreement, instrument, judgment,
decree, statute, rule or governmental regulation applicable to such Subsidiary,
except to the extent any such income is actually received by the Borrower or the
Subsidiary in the form of dividends, loans, fees or similar distributions, (b)
the income or loss of any person accrued prior to the date it becomes a
Subsidiary or is merged into or consolidated with the Borrower or any



                                                                               9

Subsidiary or the date that such person's assets are acquired by the Borrower or
any Subsidiary and (c) any gains attributable to sales of assets out of the
ordinary course of business.

     "CONSOLIDATED PRACTICE" shall mean any Affiliated Practice, the accounts of
which are consolidated with the Borrower and its Subsidiaries in accordance with
GAAP.

     "CONTINGENT NOTE RESERVE" shall mean the Accounts, the Accounts Collateral,
and any proceeds thereof and any funds and amounts deposited by Holdings with
the Accounts in connection therewith (as such terms are defined in the Custody
and Control Agreement).

     "CONTINGENT NOTES" shall mean the unsecured contingent notes issued by the
Borrower and certain of the Subsidiaries in connection with acquisitions prior
to the Closing Date and any earn-out obligations incurred prior to the Closing
Date which are similar in nature thereto but which are not represented by actual
notes, all of which are set forth on Schedule 1.01(b).

     "CONTRACT PROVIDER" shall mean any person or any employee, agent or
subcontractor of such person who provides professional health care services
under or pursuant to any contract with Holdings, the Borrower or any of the
Subsidiaries.

     "CONTROL" shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a person,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "CONTROLLING" and "CONTROLLED" shall have meanings correlative
thereto.

     "CREDIT EVENT" shall have the meaning assigned to such term in Section
4.01.

     "CURRENT ASSETS" shall mean, at any time, the consolidated current assets
(excluding cash and Permitted Investments but including Restricted Cash held for
the sole purpose of providing captive self-insurance benefits to the Borrower,
the Subsidiaries and the Affiliated Practices) of the Borrower and the
Subsidiaries.

     "CURRENT LIABILITIES" shall mean, at any time, the consolidated current
liabilities of the Borrower and the Subsidiaries at such time, but excluding,
without duplication, (a) the current portion of any long-term Indebtedness and
(b) outstanding Revolving Loans and Swingline Loans.

     "CUSTODY AND CONTROL AGREEMENT" shall mean the Custody and Control
Agreement dated as of the date hereof among Holdings, the Collateral Agent and
Wachovia Bank, N.A., as Financial Intermediary.

     "DEFAULT" shall mean any event or condition which upon notice, lapse of
time or both would constitute an Event of Default.

     "DOLLARS" or "$" shall mean lawful money of the United States of America.

     "DOMESTIC SUBSIDIARIES" shall mean all Subsidiaries incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.



                                                                              10

     "ENVIRONMENTAL LAWS" shall mean all former, current and future Federal,
state, local and foreign laws (including common law), treaties, regulations,
rules, ordinances, codes, decrees, judgments, directives, orders (including
consent orders), and agreements issued, promulgated or entered into by or with
any Governmental Authority, in each case, relating to the environment, natural
resources, human health and safety or the presence, Release of, or exposure to,
Hazardous Materials, or the generation, manufacture, processing, distribution,
use, management, treatment, storage, transport, recycling or handling of, or the
arrangement for such activities with respect to, Hazardous Materials.

     "ENVIRONMENTAL LIABILITY" shall mean all liabilities, obligations,
indemnities, damages, losses, claims, actions, suits, judgments, orders, fines,
penalties, fees, expenses and costs (including costs of administrative
proceedings or oversight, natural resource damages and investigation or
remediation costs), whether contingent or otherwise, directly or indirectly
arising out of or relating to (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the actual or alleged presence of, threatened Release or the
Release of any Hazardous Materials or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

     "EQUITY INTERESTS" shall mean shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person.

     "EQUITY ISSUANCE" shall mean any issuance or sale by Holdings, the Borrower
or any of their respective subsidiaries of any Equity Interests of Holdings, the
Borrower or any such subsidiary, as applicable, except in each case for (a) any
issuance or sale to Holdings, the Borrower or any Subsidiary, (b) any issuance
of directors' qualifying shares, (c) sales or issuances of common stock of
Holdings to (i) management, employees or consultants of Holdings, the Borrower,
any Subsidiary or any Managed Practice under any employment or similar
agreement, stock option or stock purchase plan or benefit plan in existence from
time to time or (ii) pursuant to an offering which shall be completed within 120
days following the Closing Date, (A) the total proceeds of which shall not
exceed $10,000,000 and (B) the total proceeds of which are used by Holdings to
repurchase or otherwise acquire its common stock from the Permitted Investors
pursuant to Section 6.06(ii)(B) and (d) any issuance of Equity Interests of
Holdings, the proceeds of which are contributed as common equity to the Borrower
to fund a portion of the purchase price of any Permitted Acquisition.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended from time to time.

     "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.



                                                                              11

     "ERISA EVENT" shall mean (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan
(other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan or the withdrawal or partial withdrawal of the Borrower
or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the
receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan
administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the adoption of any
amendment to a Plan that would require the provision of security pursuant to
Section 40l(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by the
Borrower or any of its ERISA Affiliates of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any
notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA; (h) the occurrence of a
"prohibited transaction" with respect to which Holdings, the Borrower or any of
the Subsidiaries is a "disqualified person" (within the meaning of Section 4975
of the Code) or with respect to which Holdings, the Borrower or any such
Subsidiary could otherwise be liable; or (i) any other event or condition with
respect to a Plan or Multiemployer Plan that could reasonably be expected to
result in liability of the Borrower or any Subsidiary.

     "EURODOLLAR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted LIBO Rate.

     "EVENT OF DEFAULT" shall have the meaning assigned to such term in Article
VII.

     "EXCESS CASH FLOW" shall mean, for any fiscal year of the Borrower (or, in
the case of the fiscal year ended December 31, 2003, the portion thereof
commencing on the Closing Date and ending on such date), the excess of (a) the
sum, without duplication, of (i) Consolidated EBITDA for such fiscal year and
(ii) reductions to non-cash working capital of the Borrower and the Subsidiaries
for such fiscal year (I.E., the decrease, if any, in Current Assets minus
Current Liabilities from the beginning to the end of such fiscal year) over (b)
the sum, without duplication, of (i) the amount of any Taxes payable in cash by
the Borrower and the Subsidiaries with respect to such fiscal year, (ii)
Consolidated Interest Expense for such fiscal year payable in cash, (iii)
Capital Expenditures made in cash in accordance with Section 6.10 during such
fiscal year, except to the extent financed with the proceeds of Indebtedness
(other than Revolving Loans), equity issuances or other proceeds that would not
be included in Consolidated EBITDA, (iv) permanent repayments of Indebtedness
(other than mandatory prepayments of Loans under Section 2.13) made by the
Borrower and the Subsidiaries during such fiscal year, but only to the extent
that such prepayments by their terms cannot be reborrowed or redrawn and do not
occur in connection with a refinancing of all or any portion of such
Indebtedness, (v) additions to non-cash



                                                                              12

working capital for such fiscal year (I.E., the increase, if any, in Current
Assets minus Current Liabilities from the beginning to the end of such fiscal
year) and (vi) Restricted Payments pursuant to clause (ii) or (iii) of Section
6.06(a).

     "EXCLUDED TAXES" shall mean, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.21(a)), any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office) or is attributable to such
Foreign Lender's failure to comply with Section 2.20(c), except to the extent
that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.20(a).

     "EXISTING CREDIT AGREEMENT" shall mean the Credit Agreement dated as of
November 30, 2001, among the Borrower, certain Subsidiaries and Affiliates of
the Borrower, as guarantors, the lenders from time to time party thereto, Bank
of America, N.A., as administrative agent and First Union National Bank and
Salomon Smith Barney Inc., as co-syndication agents, as amended by Amendment No.
1 dated July 1, 2002.

     "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

     "FEE LETTER" shall mean the Fee Letter dated December 6, 2002, among
Holdings, the Administrative Agent, Deutsche Bank AG Cayman Islands Branch and
Deutsche Bank Securities Inc.

     "FEES" shall mean the Commitment Fees, the Administrative Agent Fees, the
L/C Participation Fees and the Issuing Bank Fees.

     "FINANCIAL OFFICER" of any person shall mean the chief financial officer,
principal accounting officer, Treasurer or Controller of such person.



                                                                              13

     "FIXED CHARGE COVERAGE RATIO" shall mean, for any period, the ratio of (a)
the sum of (i) Consolidated EBITDA for such period, minus (ii) Capital
Expenditures made in cash during such period (except to the extent financed with
the proceeds of Indebtedness (other than Revolving Loans), equity issuances or
other proceeds that would not be included in Consolidated EBITDA), minus (iii)
Taxes paid in cash by the Borrower and the Subsidiaries during such period
(including Taxes payable by Holdings, the funds for which were distributed by
the Borrower pursuant to Sections 6.06(a)(iii) and (iv)) ("Cash TAXES"), minus
(iv) payments made in respect of Contingent Notes and Additional Seller Notes
(other than payments in respect of the Contingent Notes, to the extent made with
funds on deposit in the Contingent Note Reserve) to (b) Consolidated Fixed
Charges for such period. For purposes of determining the Fixed Charge Coverage
Ratio for the period of four consecutive quarters ending on June 30, 2003,
September 30, 2003 and December 31, 2003, Cash Taxes shall be deemed to be (a)
the Cash Taxes for the fiscal quarter ended June 30, 2003, multiplied by 4, (b)
the Cash Taxes for the two consecutive fiscal quarters ended September 30, 2003,
multiplied by 2 and (c) the Cash Taxes for the three consecutive fiscal quarters
ended December 31, 2003, multiplied by 4/3, respectively.

     "FOREIGN LENDER" shall mean any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

     "FOREIGN SUBSIDIARY" shall mean any Subsidiary that is not a Domestic
Subsidiary.

     "GAAP" shall mean United States generally accepted accounting principles
applied on a consistent basis.

     "GOVERNMENT PROGRAMS" shall mean (i) the Medicare and Medicaid Programs,
(ii) CHAMPUS and (iii) other similar foreign or domestic federal, state or local
reimbursement or governmental health care programs.

     "GOVERNMENTAL AUTHORITY" shall mean any Federal, state, local or foreign
court or governmental agency, authority, instrumentality or regulatory body.

     "GRANTING LENDER" shall have the meaning assigned to such term in Section
9.04(i).

     "GUARANTEE" of or by any person shall mean any obligation, contingent or
otherwise, of such person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other person (the
"PRIMARY OBLIGOR") in any manner, whether directly or indirectly, and including
any obligation of such person, direct or indirect, (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness or other obligation, (b)
to purchase or lease property, securities or services for the purpose of
assuring the owner of such Indebtedness or other obligation of the payment of
such Indebtedness or other obligation or (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation; PROVIDED, HOWEVER, that



                                                                              14

the term "GUARANTEE" shall not include endorsements for collection or deposit in
the ordinary course of business. The amount of any Guarantee of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which the Guarantee
is made and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee, unless
such primary obligation or the maximum amount for which such guaranteeing person
may be liable is not stated or determinable (or is limited to certain property
or the value thereof), in which case the amount of such Guarantee shall be such
guaranteeing person's maximum reasonably anticipated liability in respect
thereof or, with respect to any property, the fair market value of such property
or, if such fair market value is not readily determinable, the maximum value of
such property.

     "GUARANTEE AND COLLATERAL AGREEMENT" shall mean the Guarantee and
Collateral Agreement, substantially in the form of Exhibit D, among the
Borrower, Holdings, the Subsidiaries party thereto and the Collateral Agent.

     "GUARANTORS" shall mean Holdings and the Subsidiary Guarantors.

     "HAZARDOUS MATERIALS" shall mean any chemical, material, substance or waste
that is prohibited, limited or regulated by or pursuant to any Environmental
Law, including infectious or medical waste, petroleum products or byproducts and
all other hydrocarbons, coal ash, radon gas, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls, chlorofluorocarbons and all other
ozone-depleting substances.

     "HEDGING AGREEMENT" shall mean any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

     "HOLDINGS COMMON EQUITY CONTRIBUTION" shall mean the contribution by the
Permitted Investors of $292,300,000 of cash to Holdings in the form of common
equity, which cash shall be contributed to the Borrower as common equity.

     "HOLDINGS COMMON EQUITY DOCUMENTS" shall mean all instruments, agreements
and other documents evidencing or governing the Holdings Common Equity
Contribution or providing for any other right in respect thereof.

     "HOLDINGS SUBORDINATED NOTE CONTRIBUTION" shall mean the contribution by
the Permitted Investors of $67,000,000 of cash to Holdings in exchange for
Holdings Subordinated Notes on the Closing Date, which cash shall be used to
fund the Contingent Note Reserve.

     "HOLDINGS SUBORDINATED NOTE DOCUMENTS" shall mean all instruments,
agreements and other documents evidencing or governing the Holdings Subordinated
Notes or providing for any other right in respect thereof.



                                                                              15

     "HOLDINGS SUBORDINATED NOTES" shall mean (a) Holdings' 10% Senior
Subordinated Notes due 2014, in an initial aggregate principal amount of
$67,000,000 and (b) any Additional Subordinated Debt issued by Holdings pursuant
to Section 6.01(l).

     "INCREMENTAL REVOLVING CREDIT ASSUMPTION AGREEMENT" shall mean an
Incremental Revolving Credit Assumption Agreement in form and substance
reasonably satisfactory to the Administrative Agent, among the Borrower, the
Administrative Agent and one or more Incremental Revolving Credit Lenders.

     "INCREMENTAL REVOLVING CREDIT COMMITMENT" shall mean the commitment of any
Lender, established pursuant to Section 2.24, to make Revolving Loans to the
Borrower.

     "INCREMENTAL REVOLVING CREDIT COMMITMENT AMOUNT" shall mean, at any time,
the excess, if any, of $10,000,000 over the aggregate amount of all Incremental
Revolving Credit Commitments established prior to such time pursuant to Section
2.24.

     "INCREMENTAL REVOLVING CREDIT LENDER" shall mean a Lender with an
Incremental Revolving Credit Commitment.

     "INDEBTEDNESS" of any person shall mean, without duplication, (a) all
obligations of such person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such person
upon which interest charges are customarily paid, (d) all obligations of such
person under conditional sale or other title retention agreements relating to
property or assets purchased by such person, (e) all obligations of such person
issued or assumed as the deferred purchase price of property or services
(excluding trade accounts payable and accrued obligations incurred in the
ordinary course of business), (f) all Indebtedness of others secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such
person, whether or not the obligations secured thereby have been assumed, but
limited to the fair market value of such property, (g) all Guarantees by such
person of Indebtedness of others, (h) all Capital Lease Obligations and
Synthetic Lease Obligations of such person, (i) all obligations of such person
as an account party in respect of letters of credit and (j) all obligations of
such person in respect of bankers' acceptances. The Indebtedness of any person
shall include the Indebtedness of any partnership in which such person is a
general partner. Notwithstanding the foregoing, in connection with the purchase
by the Borrower or any Subsidiary of any business, the term "Indebtedness" will
exclude post-closing payment adjustments to which the seller may become entitled
to the extent such payment is determined by a final closing balance sheet.

     "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

     "INTEREST COVERAGE RATIO" shall mean, for any period, the ratio of (a)
Consolidated EBITDA for such period to (b) Consolidated Interest Expense for
such period.

     "INTEREST PAYMENT DATE" shall mean (a) with respect to any ABR Loan
(including any Swingline Loan), the last Business Day of each March, June,
September and December, and (b)



                                                                              16

with respect to any Eurodollar Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day that would have been an Interest Payment Date had successive
Interest Periods of three months' duration been applicable to such Borrowing,
and, in addition, the date of any prepayment of a Eurodollar Borrowing or
conversion of a Eurodollar Borrowing to an ABR Borrowing.

     "INTEREST PERIOD" shall mean, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day (or, if there is no numerically corresponding day, on the last
day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12
months thereafter if, at the time of the relevant Borrowing, all Lenders
participating therein agree to make an interest period of such duration
available), as the Borrower may elect; PROVIDED, HOWEVER, that if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day. Interest shall accrue from
and including the first day of an Interest Period to but excluding the last day
of such Interest Period. For purposes hereof, the date of a Borrowing initially
shall be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such Borrowing.

     "ISSUING BANK" shall mean, as the context may require, (a) Credit Suisse
First Boston, in its capacity as the issuer of Letters of Credit hereunder, and
(b) any other Lender that may become an Issuing Bank pursuant to Section 2.23(i)
or 2.23(k), with respect to Letters of Credit issued by such Lender. The Issuing
Bank may, in its discretion, arrange for one or more Letters of Credit to be
issued by Affiliates of the Issuing Bank, in which case the term "Issuing Bank"
shall include any such Affiliate with respect to Letters of Credit issued by
such Affiliate.

     "ISSUING BANK FEES" shall have the meaning assigned to such term in Section
2.05(c).

     "L/C COMMITMENT" shall mean the commitment of the Issuing Bank to issue
Letters of Credit pursuant to Section 2.23.

     "L/C DISBURSEMENT" shall mean a payment or disbursement made by the Issuing
Bank pursuant to a Letter of Credit.

     "L/C EXPOSURE" shall mean at any time the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time and (b) the aggregate
principal amount of all L/C Disbursements that have not yet been reimbursed at
such time. The L/C Exposure of any Revolving Credit Lender at any time shall
equal its Pro Rata Percentage of the aggregate L/C Exposure at such time.

     "L/C PARTICIPATION FEE" shall have the meaning assigned to such term in
Section 2.05(c).

     "LENDERS" shall mean (a) the persons listed on Schedule 2.01 (other than
any such person that has ceased to be a party hereto pursuant to an Assignment
and Acceptance) and (b) any



                                                                              17

person that has become a party hereto pursuant to an Assignment and Acceptance.
Unless the context clearly indicates otherwise, the term "Lenders" shall include
the Swingline Lender.

     "LETTER OF CREDIT" shall mean any letter of credit issued pursuant to
Section 2.23.

     "LEVERAGE RATIO" shall mean, on any date, the ratio of (a) the sum, without
duplication, of (i) Total Debt on such date, and (ii) the aggregate principal
amount of Additional Subordinated Debt of Holdings outstanding on such date, to
(b) Consolidated EBITDA for the period of four consecutive fiscal quarters most
recently ended on or prior to such date.

     "LIBO RATE" shall mean, with respect to any Eurodollar Borrowing for any
Interest Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time), on the date that is two Business Days
prior to the commencement of such interest Period by reference to the British
Bankers' Association Interest Settlement Rates for deposits in dollars (as set
forth by any service selected by the Administrative Agent that has been
nominated by the British Bankers' Association as an authorized information
vendor for the purpose of displaying such rates) for a period equal to such
Interest Period; PROVIDED that, to the extent that an interest rate is not
ascertainable pursuant to the foregoing provisions of this definition, the "LIBO
Rate" shall be the interest rate per annum determined by the Administrative
Agent to be the average of the rates per annum at which deposits in dollars
approximately equal in principal amount to such Eurodollar Borrowing are offered
for such relevant Interest Period to major banks in the London interbank market
in London, England by the Administrative Agent at approximately 11:00 a.m.
(London time) on the date that is two Business Days prior to the beginning of
such Interest Period.

     "LIEN" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, encumbrance, charge or security interest in or on such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

     "LOAN DOCUMENTS" shall mean this Agreement, the Letters of Credit and the
Security Documents.

     "LOAN PARTIES" shall mean the Borrower and the Guarantors.

     "LOANS" shall mean the Revolving Loans, the Term Loans and the Swingline
Loans.

     "MANAGED PRACTICE" shall mean any Affiliated Practice, the accounts of
which are not consolidated with the Borrower and its Subsidiaries in accordance
with GAAP.

     "MANAGEMENT AGREEMENT" shall mean a written management agreement approved
by the board of directors of Holdings.



                                                                              18

     "MANAGEMENT FEE" shall mean the fees payable by Holdings to the Sponsor or
its Affiliates pursuant to a Management Agreement.

     "MANAGEMENT SERVICES AGREEMENT" shall mean a long-term management agreement
entered into by the Borrower or any of its Subsidiaries with an Affiliated
Practice.

     "MARGIN STOCK" shall have the meaning assigned to such term in Regulation
U.

     "MATERIAL ADVERSE EFFECT" shall mean (a) a materially adverse effect on the
business, assets, operations, condition (financial or otherwise) or prospects of
the Borrower and the Subsidiaries, taken as a whole, (b) material impairment of
the ability of the Borrower or any other Loan Party to perform any of its
material obligations under any Loan Document to which it is or will be a party
or (c) material impairment of the rights of or benefits available to the Lenders
under any Loan Document.

     "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of Holdings, the Borrower and the Subsidiaries in an
aggregate principal amount exceeding $7,500,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of Holdings,
the Borrower or any Subsidiary in respect of any Hedging Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that Holdings, the Borrower or such Subsidiary would be required to pay if such
Hedging Agreement were terminated at such time.

     "MATERIAL SUBSIDIARIES" shall mean, with respect to a date of
determination, all Subsidiaries that, either individually or as a group in the
aggregate, (x) constitute more than 2.5% of the consolidated assets of the
Borrower and its Subsidiaries as of the end of the immediately preceding fiscal
quarter or (y) generate more than 2.5% of the consolidated revenues of the
Borrower and its Subsidiaries for the period of four consecutive fiscal quarters
ending as of the end of the immediately preceding fiscal quarter.

     "MEDICARE AND MEDICAID PROGRAMS" shall mean the programs established under
Titles XVIII and XIX of the Social Security Act.

     "MIDPOINT AMOUNT" shall mean, with respect to any Additional Seller Notes,
the aggregate amount that the Borrower projects that the issuer of such
Additional Seller Notes will ultimately actually have to pay in respect of such
Additional Seller Notes, it being understood that the Midpoint Amount shall be
within a range of projected contingent payments determined by the Borrower in
accordance with its past custom and practice.

     "MULTIEMPLOYER PLAN" shall mean a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

     "NET CASH PROCEEDS" shall mean (a) with respect to any Asset Sale, the
cash proceeds (including cash proceeds subsequently received (as and when
received) in respect of non-cash consideration initially received), net of (i)
selling expenses (including reasonable broker's fees or



                                                                              19

commissions, legal fees, transfer and similar taxes and the Borrower's good
faith estimate of income taxes paid or payable in connection with such sale),
(ii) amounts provided as a reserve, in accordance with GAAP, against any
liabilities under any indemnification obligations or purchase price adjustment
associated with such Asset Sale or any other liabilities retained by the
Borrower or any Subsidiary associated with the assets sold in such Asset Sale
(PROVIDED that, to the extent and at the time any such amounts are released from
such reserve, such amounts shall constitute Net Cash Proceeds) and (iii) the
principal amount, premium or penalty, if any, interest and other amounts on any
Indebtedness for borrowed money which is secured by the asset sold in such Asset
Sale and which is required to be repaid with such proceeds (other than any such
Indebtedness assumed by the purchaser of such asset); PROVIDED, HOWEVER, that,
if (x) the Borrower shall deliver (A) a certificate of a Financial Officer to
the Administrative Agent at the time of receipt thereof if such proceeds are
greater than $1,000,000 or (B) the certificate required by Section 5.04(f) if
such proceeds are less than or equal to $1,000,000, setting forth the Borrower's
intent to reinvest such proceeds in productive assets of a kind then used or
usable in the business of the Borrower and its Subsidiaries (including assets
acquired in a Permitted Acquisition) within 270 days of receipt of such proceeds
and (y) no Default or Event of Default shall have occurred and shall be
continuing at the time of such certificate or at the time such proceeds are
contractually committed to be used, such proceeds shall not constitute Net Cash
Proceeds except to the extent not so used or contractually committed to be used
at the end of such 270-day period, at which time such proceeds shall be deemed
to be Net Cash Proceeds; and (b) with respect to any issuance or disposition of
Indebtedness or any Equity Issuance, the cash proceeds thereof, net of all taxes
and customary fees, commissions, costs and other expenses incurred in connection
therewith.

     "OBLIGATIONS" shall mean all obligations defined as "Obligations" in the
Guarantee and Collateral Agreement and the other Security Documents.

     "OTHER TAXES" shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

     "PERFECTION CERTIFICATE" shall mean the Perfection Certificate
substantially in the form of Exhibit E, prepared by the Borrower.

     "PERMITTED ACQUISITION" shall have the meaning assigned to such term in
Section 6.04(g).

     "PERMITTED INVESTMENTS" shall mean:

     (a) direct obligations of, or obligations the principal of and interest on
which are unconditionally guaranteed by, the United States of America (or by any
agency thereof to the extent such obligations are backed by the full faith and
credit of the United States of America), in each case maturing within one year
from the date of acquisition thereof, or, in the case of such



                                                                              20

obligations held in the Contingent Note Reserve, maturing within three years
from the date of acquisition thereof;

     (b) investments in commercial paper maturing within 270 days acquisition
thereof; from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from Standard & Poor's Ratings
Service or from Moody's Investors Service, Inc.;

     (c) investments in certificates of deposit, banker's acceptances and time
deposits maturing within one year from the date of acquisition thereof issued or
guaranteed by or placed with, and money market deposit accounts issued or
offered by, the Administrative Agent or any domestic office of any Lender or any
other commercial bank organized under the laws of the United States of America
or any State thereof that has a combined capital and surplus and undivided
profits of not less than $500,000,000;

     (d) fully collateralized repurchase agreements with a term of not more than
30 days for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria of clause (c) above;

     (e) investments in "money market funds" within the meaning of Rule 2a-7 of
the Investment Company Act of 1940, as amended, substantially all of whose
assets are invested in investments of the type described in clauses (a) through
(d) above; and

     (f) other short-term investments utilized by Foreign Subsidiaries in
accordance with normal investment practices for cash management in investments
of a type analogous to the foregoing.

     "PERMITTED INVESTORS" shall mean (i) the Sponsor and its Affiliates
(including any investment partnership under common Control with the Sponsor),
(ii) any officer, director, employee, partner, member or stockholder of the
manager or general partner of the foregoing persons, and (iii) any Related
Parties with respect to any of the foregoing persons. Except for a Permitted
Investor specifically identified by name, in determining whether Equity
Interests are owned by a Permitted Investor, only Equity Interests acquired by a
Permitted Investor in its described capacity will be treated as "beneficially
owned" by such Permitted Investor.

     "PERSON" shall mean any natural person, corporation, business trust, joint
venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.

     "PLAN" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 307 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.



                                                                              21

     "PRIME RULE" shall mean the fluctuating rate of interest per annum
determined from time to time by Credit Suisse First Boston as its prime rate in
effect at its principal office in New York City and notified to the Borrower.

     "PRIVATE PROGRAMS" shall mean private non-governmental health care
programs, including any private health care insurance programs.

     "PRO FORMA ALLOWABLE AMOUNT" shall mean, with respect to any fiscal year,
beginning with the fiscal year ending December 31, 2004, the maximum amount (if
any) that, if added to the amount of Consolidated Fixed Charges during the
preceding fiscal year, would not have resulted in a breach of Section 6.12 as of
the end of such preceding fiscal year.

     "PRO FORMA BASIS" shall mean, with respect to compliance with any test or
covenant hereunder, compliance with such covenant or test after giving effect to
(a) any proposed Permitted Acquisition or (b) any Asset Sale of a Subsidiary or
operating entity for which historical financial statements presented in
accordance with GAAP for the relevant period are available (including pro forma
adjustments arising out of events which are directly attributable to the
proposed Permitted Acquisition or Asset Sale, are factually supportable and are
expected to have a continuing impact, in each case as determined on a basis
consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as
amended, as interpreted by the Staff of the Securities and Exchange Commission,
and as certified by a Financial Officer of the Borrower) using, for purposes of
determining such compliance, the historical financial statements of all entities
or assets so acquired or sold or to be acquired or sold (or, to the extent such
financial statements for any entity or assets so acquired or to be acquired are
not available or are not presented in accordance with GAAP, the due diligence
report prepared with respect to such entities or assets and satisfactory to the
Administrative Agent) and the consolidated financial statements of the Borrower
and its Subsidiaries which shall be reformulated as if such Permitted
Acquisitions or Asset Sale, and all other Permitted Acquisitions or Asset Sales
that have been consummated during the period, and any Indebtedness or other
liabilities incurred in connection with any such Permitted Acquisitions had been
consummated and incurred at the beginning of such period.

     "PRO FORMA COMPLIANCE" shall mean, at any date of determination, that the
Borrower shall be in pro forma compliance with the covenants set forth in
Sections 6.1 1, 6.12 and 6.13 as of the date of such determination or the last
day of the most recent fiscal quarter-end, as the case may be (computed on the
basis of (a) balance sheet amounts as of such date, and (b) income statement
amounts for the most recently completed period of four consecutive fiscal
quarters for which financial statements shall have been delivered to the
Administrative Agent and calculated on a Pro Forma Basis in respect of the event
giving rise to such determination).

     "PRO RATA PERCENTAGE" of any Revolving Credit Lender at any time shall mean
the percentage of the Total Revolving Credit Commitment represented by such
Lender's Revolving Credit Commitment. In the event the Revolving Credit
Commitments shall have expired or been terminated, the Pro Rata Percentages
shall be determined on the basis of the Revolving Credit Commitments most
recently in effect.



                                                                              22

     "PUBLIC EQUITY OFFERING" shall mean an underwritten public offering of
common stock of, and by, Holdings pursuant to a registration statement filed
with the Securities and Exchange Commission in accordance with the Securities
Act of 1933, as amended, which yields not less than $50,000,000 in Net Cash
Proceeds to Holdings.

     "REGISTER" shall have the meaning assigned to such term in Section 9.04(d).

     "REGULATION T" shall mean Regulation T of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REGULATION U" shall mean Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "REGULATION X" shall mean Regulation X of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "RELATED FUND" shall mean, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is advised
or managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

     "RELATED PARTIES" shall mean, with respect to any specified person at any
specified time:

     (a) if a natural person, (i) any spouse, parent or lineal descendant
(including by adoption) of such person or (ii) the estate of such person during
any period in which such estate holds Equity Interests of Holdings or of the
Borrower for the benefit of any person referred to in clause (a)(i), and

     (b) if a trust, corporation, partnership, limited liability company or
other entity, such person's Affiliates and the respective directors, officers,
employees, agents and advisors of such person and such person's Affiliates.

     "RELEASE" shall mean any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment or within or upon any building,
structure, facility or fixture.

     "REPAYMENT DATE" shall have the meaning given such term in Section 2.11.

     "REQUIRED LENDERS" shall mean, at any time, Lenders having Loans (excluding
Swingline Loans), L/C Exposure, Swingline Exposure and unused Revolving Credit
Commitments and Term Loan Commitments representing more than 50% of the sum of
all Loans outstanding (excluding Swingline Loans), L/C Exposure, Swingline
Exposure and unused Revolving Credit Commitments and Term Loan Commitments at
such time.

     "RESPONSIBLE OFFICER" of any person shall mean any executive officer or
Financial Officer of such person and any other officer or similar official
thereof responsible for the administration of the obligations of such person in
respect of this Agreement.



                                                                              23

     "RESTRICTED CASH" shall mean cash and Permitted Investments of the Borrower
and the Subsidiaries that (a) are subject to a Lien permitted under this
Agreement or otherwise subject to restrictions on withdrawal as permitted by
this Agreement and (b) would be shown as "restricted cash" (or with a similar
designation) on a consolidated balance sheet of the Borrower prepared in
accordance with GAAP.

     "RESTRICTED INDEBTEDNESS" shall mean Indebtedness of Holdings, the Borrower
or any Subsidiary, the payment, prepayment, repurchase or defeasance of which is
restricted under Section 6.09(b).

     "RESTRICTED PAYMENT" shall mean (a) any dividend or other distribution
(whether in cash, securities or other property) with respect to any Equity
Interests in Holdings, the Borrower or any Subsidiary, or any payment (whether
in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancelation or termination of any Equity Interests in Holdings, the Borrower or
any Subsidiary or any option, warrant or other right to acquire any such Equity
Interests in Holdings, the Borrower or any Subsidiary and (b) any payment in
cash in respect of the principal of, premium (if any) or interest on, or other
amounts in respect of, the Holdings Subordinated Notes.

     "REVOLVING CREDIT BORROWING" shall mean a Borrowing comprised of Revolving
Loans.

     "REVOLVING CREDIT COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans hereunder as set forth on
Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender
assumed its Revolving Credit Commitment, as applicable, as the same may be (a)
reduced from time to time pursuant to Section 2.09, (b) increased by the amount
of such Lender's Incremental Revolving Credit Commitment and (c) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. Unless the context shall otherwise require, after the
effectiveness of any Incremental Revolving Credit Commitment, the term
"Revolving Credit Commitment" shall include such Incremental Revolving Credit
Commitment.

     "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at any
time, the aggregate principal amount at such time of all outstanding Revolving
Loans of such Lender, PLUS the aggregate amount at such time of such Lender's
L/C Exposure, PLUS THe aggregate amount at such time of such Lender's Swingline
Exposure.

     "REVOLVING CREDIT LENDER" shall mean a Lender with a Revolving Credit
Commitment or an outstanding Revolving Loan.

     "REVOLVING CREDIT MATURITY DATE" shall mean March 27, 2009.

     "REVOLVING LOANS" shall mean the revolving loans made by the Lenders to the
Borrower pursuant to clause (b) of Section 2.01.



                                                                              24

     "ROLLOVER EQUITY CONTRIBUTION" shall mean the contribution by the Permitted
Investors to Holdings of the 1,534,500 shares of common stock of the Borrower
held by them prior to the Closing Date (with a value as of the Closing Date of
approximately $32,608,125).

     "SECURED PARTIES" shall have the meaning assigned to such term in the
Guarantee and Collateral Agreement.

     "SECURITY DOCUMENTS" shall mean the Guarantee and Collateral Agreement, the
Custody and Control Agreement and each of the security agreements, mortgages and
other instruments and documents executed and delivered pursuant to any of the
foregoing or pursuant to Section 5.09.

     "SPC" shall have the meaning assigned to such term in Section 9.04(i).

     "SPONSOR" shall mean Welsh, Carson, Anderson & Stowe IX, L.P.

     "STARK II" means Section 1877 of the Social Security Act as set forth at
Section 1395nn of Title 42 of the United States Code, as amended, and the rules
and regulations issued thereunder.

     "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch,
Affiliate, or other fronting office making or holding a Loan) is subject for
Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar
Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in
Regulation D of the Board) and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be
available from time to time to any Lender under such Regulation D. Statutory
Reserves shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

     "SUBORDINATED NOTES" shall mean the Borrower's 10.50% Senior Subordinated
Notes due 2013, in an initial aggregate principal amount of $275,000,000.

     "SUBORDINATED NOTE DOCUMENTS" shall mean the indenture under which the
Subordinated Notes are issued and all other instruments, agreements and other
documents evidencing or governing the Subordinated Notes or providing for any
Guarantee or other right in respect thereof.

     "SUBSIDIARY" shall mean, with respect to any person (herein referred to as
the "PARENT"), any corporation, partnership, association or other business
entity of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or more than 50%
of the general partnership interests are, at the time any determination is being
made, owned, controlled or held (including, with respect to the Borrower, any
Consolidated Practice, but excluding any Managed Practice).



                                                                              25

     "SUBSIDIARY" shall mean any subsidiary of the Borrower.

     "SUBSIDIARY GUARANTOR" shall mean each Subsidiary listed on Schedule
1.01(a), and each other Subsidiary that is or becomes a party to the Guarantee
and Collateral Agreement.

     "SWINGLINE COMMITMENT" shall mean the commitment of the Swingline Lender to
make loans pursuant to Section 2.22, as the same may be reduced from time to
time pursuant to Section 2.09 or Section 2.22.

     "SWINGLINE EXPOSURE" shall mean at any time the aggregate principal amount
at such time of all outstanding Swingline Loans. The Swingline Exposure of any
Revolving Credit Lender at any time shall equal its Pro Rata Percentage of the
aggregate Swingline Exposure at such time.

     "SWINGLINE LENDER" shall mean Credit Suisse First Boston, in its capacity
as lender of Swingline Loans hereunder.

     "SWINGLINE LOAN" shall mean any loan made by the Swingline Lender pursuant
to Section 2.22.

     "SYNTHETIC LEASE" shall mean, as to any person, any lease (including leases
that may be terminated by the lessee at any time) of any property (whether real,
personal or mixed) (a) that is accounted for as an operating lease under GAAP
and (b) in respect of which the lessee retains or obtains ownership of the
property so leased for U.S. federal income tax purposes, other than any such
lease under which such person is the lessor.

     "SYNTHETIC LEASE OBLIGATIONS" shall mean, as to any person, an amount equal
to the capitalized amount of the remaining lease payments under any Synthetic
Lease that would appear on a balance sheet of such person in accordance with
GAAP if such obligations were accounted for as Capital Lease Obligations.

     "SYNTHETIC PURCHASE AGREEMENT" shall mean any swap, derivative or other
agreement or combination of agreements pursuant to which Holdings, the Borrower
or any Subsidiary is or may become obligated to make (a) any payment in
connection with a purchase by any third party from a person other than Holdings,
the Borrower or any Subsidiary of any Equity Interest or Restricted Indebtedness
of Holdings, the Borrower or a Subsidiary or (b) any payment (other than on
account of a permitted purchase by it of any Equity Interest or Restricted
Indebtedness) the amount of which is determined by reference to the price or
value at any time of any Equity Interest or Restricted Indebtedness of Holdings,
the Borrower or a Subsidiary; PROVIDED that no phantom stock or similar plan
providing for payments only to current or former directors, officers or
employees of Holdings, the Borrower or the Subsidiaries (or to their heirs or
estates) shall be deemed to be a Synthetic Purchase Agreement.

     "TAXES" shall mean any and all present or future taxes, levies, imposts,
duties, deductions, charges, liabilities or withholding imposed by any
Governmental Authority.



                                                                              26

     "TERM BORROWING" shall mean a Borrowing comprised of Term Loans.

     "TERM LOAN COMMITMENT" shall mean, with respect to each Lender, the
commitment of such Lender to make Term Loans hereunder as set forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender assumed
its Term Loan Commitment, as applicable, as the same may be (a) reduced from
time to time pursuant to Section 2.09 and (b) reduced or increased from time to
time pursuant to assignments by or to such Lender pursuant to Section 9.04.

     "TERM LOAN MATURITY DATE" shall mean March 27, 2010.

     "TERM LOANS" shall mean the term loans made by the Lenders to the Borrower
pursuant to Section 2.01.

     "TOTAL DEBT" shall mean, at any time, the total Indebtedness of the
Borrower and the Subsidiaries at such time; PROVIDED, HOWEVER, that Total Debt
shall exclude (a) Indebtedness of the type described in clause (i) of the
definition of such term, except to the extent of any drawings thereunder not
reimbursed within one Business Day, and (b) Indebtedness in respect of
Contingent Notes outstanding at such time (i) to the extent that such
Indebtedness is not reflected as liabilities on the consolidated balance sheet
of the Borrower at such time or (ii) if so reflected, to the extent of the value
of all cash and Permitted Investments in the Contingent Note Reserve at such
time.

     "TOTAL REVOLVING CREDIT COMMITMENT" shall mean, at any time, the aggregate
amount of the Revolving Credit Commitments, as in effect at such time. The
initial Total Revolving Credit Commitment is $65,000,000.

     "TRANSACTIONS" shall mean, collectively, (a) the execution, delivery and
performance by Holdings, Merger Sub and the Borrower of the Merger Agreement,
(b) the execution, delivery and performance by the Loan Parties of the Loan
Documents to which they are a party and, in the case of the Borrower, the
initial Borrowings hereunder, (c) the execution, delivery and performance by the
Loan Parties of the Subordinated Note Documents and the Holdings Subordinated
Note Documents to which they are a party and, in the case of the Borrower and
Holdings, the issuance of the Subordinated Notes and the Holdings Subordinated
Notes, respectively, (d) the payment of the Cash Merger Consideration, (e) the
establishment of the Contingent Note Reserve, (f) the refinancing and
termination of the Existing Credit Agreement and (g) the payment of related fees
and expenses.

     "TYPE", when used in respect of any Loan or Borrowing, shall refer to the
Rate by reference to which interest on such Loan or on the Loans comprising such
Borrowing is determined. For purposes hereof, the term "RATE" shall include the
Adjusted LIBO Rate and the Alternate Base Rate.

     "WHOLLY OWNED SUBSIDIARY" of any person shall mean a subsidiary of such
person of which securities (except for directors' qualifying shares) or other
ownership interests representing 100% of the Equity Interests are, at the time
any determination is being made,



                                                                              27

owned, controlled or held by such person or one or more wholly owned
Subsidiaries of such person or by such person and one or more wholly owned
Subsidiaries of such person.

     "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

     SECTION 1.02. TERMS GENERALLY. The definitions in Section 1.01 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall"; and
the words "asset" and "property" shall be construed as having the same meaning
and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights. All
references herein to Articles, Sections, Exhibits and Schedules shall be deemed
references to Articles and Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Except as otherwise
expressly provided herein, (a) any reference in this Agreement to any Loan
Document shall mean such document as amended, restated, supplemented or
otherwise modified from time to time and (b) all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as in effect from
time to time; PROVIDED, HOWEVER, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Article
VI or any related definition to eliminate the effect of any change in GAAP
occurring after the date of this Agreement on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI or any related definition for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders. All references herein to
the "knowledge" of Holdings or the Borrower shall be deemed to refer to the
actual knowledge of any executive officer or Financial Officer of Holdings or
the Borrower.

     SECTION 1.03. PRO FORMA CALCULATIONS. With respect to any period during
which any Permitted Acquisition or Asset Sale occurs as permitted pursuant to
the terms hereof, the Leverage Ratio, the Interest Coverage Ratio and the Fixed
Charge Coverage Ratio shall be calculated with respect to such period and such
Permitted Acquisition or Asset Sale on a Pro Forma Basis.

     SECTION 1.04. CLASSIFICATION OF LOANS AND BORROWINGS. For purposes of this
Agreement, Loans may be classified and referred to by Class (E.G., a "Revolving
Loan") or by Type (E.G., a "Eurocurrency Loan") or by Class and Type (E.G., a
"Eurocurrency Revolving Loan"). Borrowings also may be classified and referred
to by Class (E.G., a "Revolving Borrowing") or by Type (E.G., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "Eurocurrency Revolving Borrowing").



                                                                              28

                                   ARTICLE II

                                   THE CREDITS

     SECTION 2.01. COMMITMENTS. Subject to the terms and conditions and relying
upon the representations and warranties herein set forth, each Lender agrees,
severally and not jointly, (a) to make a Term Loan to the Borrower on the
Closing Date in a principal amount not to exceed its Term Loan Commitment, and
(b) to make Revolving Loans to the Borrower, at any time and from time to time
on or after the date hereof, and until the earlier of the Revolving Credit
Maturity Date and the termination of the Revolving Credit Commitment of such
Lender in accordance with the terms hereof, in an aggregate principal amount at
any time outstanding that will not result in such Lender's Revolving Credit
Exposure exceeding such Lender's Revolving Credit Commitment. Within the limits
set forth in clause (b) of the preceding sentence and subject to the terms,
conditions and limitations set forth herein, the Borrower may borrow, pay or
prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of Term
Loans may not be reborrowed.

     SECTION 2.02. LOANS. (a) Each Loan (other than Swingline Loans) shall be
made as part of a Borrowing consisting of Loans made by the Lenders ratably in
accordance with their applicable Commitments; PROVIDED, HOWEVER, that the
failure of any Lender to make any Loan shall not in itself relieve any other
Lender of its obligation to lend hereunder (it being understood, however, that
no Lender shall be responsible for the failure of any other Lender to make any
Loan required to be made by such other Lender). Except for Loans deemed made
pursuant to Section 2.02(f), the Loans comprising any Borrowing shall be in an
aggregate principal amount that is (i) with respect to Eurodollar Loans, an
integral multiple of $1,000,000 and not less than $3,000,000 or (ii) with
respect to ABR Loans, (A) an integral multiple of $1,000,000 and not less than
$1,000,000 or (B) equal to the remaining available balance of the applicable
Commitments.

     (b) Subject to Sections 2.08 and 2.15, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request pursuant
to Section 2.03. Each Lender may at its option make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; PROVIDED that any exercise of such option shall not affect the obligation
of the Borrower to repay such Loan in accordance with the terms of this
Agreement. Borrowings of more than one Type may be outstanding at the same time;
PROVIDED, HOWEVER, that the Borrower shall not be entitled to request any
Borrowing that, if made, would result in more than eight Eurodollar Borrowings
outstanding hereunder at any time. For purposes of the foregoing, Borrowings
having different Interest Periods, regardless of whether they commence on the
same date, shall be considered separate Borrowings.

     (c) Except with respect to Loans made pursuant to Section 2.02(f), each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds to such account in New
York City as the Administrative Agent may designate not later than 1:00 p.m.,
New York City time, in the case of a Eurodollar Borrowing, or 1:00 p.m., New
York City time, in the case of an ABR Borrowing, and the Administrative Agent
shall promptly transfer the amounts so received to an account designated by the
Borrower in the



                                                                              29

applicable Borrowing Request or, if a Borrowing shall not occur on such date
because any condition precedent herein specified shall not have been met, return
the amounts so received to the respective Lenders.

     (d) Unless the Administrative Agent shall have received notice from a
Lender prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of such Borrowing,
the Administrative Agent may assume that such Lender has made such portion
available to the Administrative Agent on the date of such Borrowing in
accordance with paragraph (c) above and the Administrative Agent may, in
reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If the Administrative Agent shall have so made funds
available then, to the extent that such Lender shall not have made such portion
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing and
(ii) in the case of such Lender, a rate determined by the Administrative Agent
to represent its cost of overnight or short-term funds (which determination
shall be conclusive absent manifest error). If such Lender shall repay to the
Administrative Agent such corresponding amount, such amount shall constitute
such Lender's Loan as part of such Borrowing for purposes of this Agreement.

     (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request any Revolving Credit Borrowing if the Interest
Period requested with respect thereto would end after the Revolving Credit
Maturity Date.

     (f) If the Issuing Bank shall not have received from the Borrower the
payment required to be made by Section 2.23(e) within the time specified in such
Section, the Issuing Bank will promptly notify the Administrative Agent of the
L/C Disbursement and the Administrative Agent will promptly notify each
Revolving Credit Lender of such L/C Disbursement and its Pro Rata Percentage
thereof. Each Revolving Credit Lender shall pay by wire transfer of immediately
available funds to the Administrative Agent not later than 2:00 p.m., New York
City time, on such date (or, if such Revolving Credit Lender shall have received
such notice later than 12:00 (noon), New York City time, on any day, not later
than 10:00 a.m., New York City time, on the immediately following Business Day),
an amount equal to such Lender's Pro Rata Percentage of such L/C Disbursement
(it being understood that such amount shall be deemed to constitute an ABR
Revolving Loan of such Lender and such payment shall be deemed to have reduced
the L/C Exposure), and the Administrative Agent will promptly pay to the Issuing
Bank amounts so received by it from the Revolving Credit Lenders. The
Administrative Agent will promptly pay to the Issuing Bank any amounts received
by it from the Borrower pursuant to Section 2.23(e) prior to the time that any
Revolving Credit Lender makes any payment pursuant to this paragraph (f); any
such amounts received by the Administrative Agent thereafter will be promptly
remitted by the Administrative Agent to the Revolving Credit Lenders that shall
have made such payments and to the Issuing Bank, as their interests may appear.
If any Revolving Credit Lender shall not have made its Pro Rata Percentage of
such L/C Disbursement available



                                                                              30

to the Administrative Agent as provided above, such Lender and the Borrower
severally agree to pay interest on such amount, for each day from and including
the date such amount is required to be paid in accordance with this paragraph to
but excluding the date such amount is paid, to the Administrative Agent for the
account of the Issuing Bank at (i) in the case of the Borrower, a rate per annum
equal to the interest rate applicable to Revolving Loans pursuant to Section
2.06(a), and (ii) in the case of such Lender, for the first such day, the
Federal Funds Effective Rate, and for each day thereafter, the Alternate Base
Rate.

     SECTION 2.03. BORROWING PROCEDURE. In order to request a Borrowing (other
than a Swingline Loan or a deemed Borrowing pursuant to Section 2.02(f), as to
which this Section 2.03 shall not apply), the Borrower shall hand deliver or fax
to the Administrative Agent a duly completed Borrowing Request (or shall make
such request by telephone promptly followed by the hand delivery or fax of a
duly completed Borrowing Request) (a) in the case of a Eurodollar Borrowing, not
later than 12:00 (noon), New York City time, three Business Days before a
proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than
12:00 (noon), New York City time, one Business Day before a proposed Borrowing.
Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of
the Borrower and shall specify the following information: (i) whether the
Borrowing then being requested is to be a Term Borrowing or a Revolving Credit
Borrowing, and whether such Borrowing is to be a Eurodollar Borrowing or an ABR
Borrowing; (ii) the date of such Borrowing (which shall be a Business Day);
(iii) the number and location of the account to which funds are to be disbursed
(which shall be an account that complies with the requirements of Section
2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be
a Eurodollar Borrowing, the Interest Period with respect thereto; PROVIDED,
HOWEVER, that, notwithstanding any contrary specification in any Borrowing
Request, each requested Borrowing shall comply with the requirements set forth
in Section 2.02. If no election as to the Type of Borrowing is specified in any
such notice, then the requested Borrowing shall be an ABR Borrowing. IF no
Interest Period with respect to any Eurodollar Borrowing is specified in any
such notice, then the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall promptly advise
the applicable Lenders of any notice given pursuant to this Section 2.03 (and
the contents thereof), and of each Lender's portion of the requested Borrowing.

     SECTION 2.04. EVIDENCE OF DEBT; REPAYMENT OF LOANS. (a) The Borrower hereby
unconditionally promises to pay to the Administrative Agent for the account of
each Lender (i) the principal amount of each Term Loan of such Lender as
provided in Section 2.11 and (ii) the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Credit Maturity Date. The
Borrower hereby promises to pay to the Swingline Lender the then unpaid
principal amount of each Swingline Loan on the Revolving Credit Maturity Date.

     (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

     (c) The Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable



                                                                              31

thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder from the
Borrower or any Guarantor and each Lender's share thereof.

     (d) The entries made in the accounts maintained pursuant to paragraphs (b)
and (c) above shall be PRIMA FACIE evidence of the existence and amounts of the
obligations therein recorded; PROVIDED, HOWEVER, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with their terms.

     (e) Any Lender may request that Loans made by it hereunder be evidenced by
a promissory note. In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to such Lender and its registered assigns and
in a form and substance reasonably acceptable to the Administrative Agent and
the Borrower. Notwithstanding any other provision of this Agreement, in the
event any Lender shall request and receive such a promissory note, the interests
represented by such note shall at all times (including after any assignment of
all or part of such interests pursuant to Section 9.04) be represented by one or
more promissory notes payable to the payee named therein or its registered
assigns.

     SECTION 2.05. FEES. (a) The Borrower agrees to pay to each Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December in each year and on each date on which any Revolving Credit Commitment
of such Lender shall expire or be terminated as provided herein, a commitment
fee (a "COMMITMENT FEE") equal to 0.50% per annum on the daily difference
between the Revolving Credit Commitment of such Lender and the Revolving Credit
Exposure of such Lender (other than the Swingline Exposure) during the preceding
quarter (or other period commencing with the date hereof or ending with the
Revolving Credit Maturity Date or the date on which the Commitments of such
Lender shall expire or be terminated). All Commitment Fees shall be computed on
the basis of the actual number of days elapsed in a year of 360 days. The
Commitment Fee due to each Lender shall commence to accrue on the date hereof
and shall cease to accrue on the date on which the Revolving Credit Commitment
of such Lender shall expire or be terminated as provided herein. For purposes of
calculating Commitment Fees only, no portion of the Revolving Credit Commitments
shall be deemed utilized under Section 2.17 as a result of outstanding Swingline
Loans.

     (b) The Borrower agrees to pay to the Administrative Agent, for its own
account, the administration fees set forth in the Fee Letter at the times and in
the amounts specified therein (the "ADMINISTRATIVE AGENT FEES").

     (c) The Borrower agrees to pay (i) to each Revolving Credit Lender, through
the Administrative Agent, on the last Business Day of March, June, September and
December of each year and on the date on which the Revolving Credit Commitment
of such Lender shall be terminated as provided herein, a fee (an "L/C
PARTICIPATION FEE") at a rate per annum equal to the Applicable Percentage from
time to time used to determine the interest rate on Revolving Credit Borrowings
comprised of Eurodollar Loans pursuant to Section 2.06, calculated on such



                                                                              32

Lender's Pro Rata Percentage of the daily aggregate L/C Exposure (excluding the
portion thereof attributable to unreimbursed L/C Disbursements) during the
preceding quarter (or other period commencing with the date hereof or ending
with the Revolving Credit Maturity Date or the date on which the Revolving
Credit Commitments of all Lenders shall have been terminated); PROVIDED that, if
such Lender continues to have any L/C Exposure after its Revolving Credit
Commitment terminates, then the L/C Participation Fee shall continue to accrue
(and be payable on demand) on such Lender's Pro Rata Percentage of the daily
aggregate L/C Exposure from and including the date on which its Revolving Credit
Commitment terminates to and including the date on which such Lender ceases to
have any L/C Exposure and (ii) to the Issuing Bank with respect to each Letter
of Credit issued by it, on the last Business Day of March, June, September and
December of each year and on the date on which all the Letters of Credit issued
by such Issuing Bank shall have been terminated or expired, (x) a fronting fee
equal to [ ]% per annum on the aggregate face amount of such Letter of Credit
outstanding during the preceding quarter (or other period commencing on the date
hereof or ending on the date that all such Letters of Credit have been
terminated or expired) and (y) the standard issuance and drawing fees specified
from time to time by the Issuing Bank (the "ISSUING BANK FEES"). All L/C
Participation Fees and Issuing Bank Fees shall be computed on the basis of the
actual number of days elapsed in a year of 360 days.

     (d) All Fees shall be paid on the dates due, in immediately available
funds, to the Administrative Agent for distribution, if and as appropriate,
among the Lenders, except that the Issuing Bank Fees shall be paid directly to
the Issuing Bank. Once paid, none of the Fees shall be refundable under any
circumstances.

     SECTION 2.06. INTEREST ON LOANS. (a) Subject to the provisions of Section
2.07, the Loans comprising each ABR Borrowing, including each Swingline Loan,
shall bear interest (computed on the basis of the actual number of days elapsed
over a year of 365 or 366 days, as the case may be, when the Alternate Base Rate
is determined by reference to the Prime Rate and over a year of 360 days at all
other times and calculated from and including the date of such Borrowing to but
excluding the date of repayment thereof) at a rate per annum equal to the
Alternate Base Rate plus the Applicable Percentage in effect from time to time.

     (b) Subject to the provisions of Section 2.07, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis of the actual
number of days elapsed over a year of 360 days) at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Percentage in effect from time to time.

     (c) Interest on each Loan shall be payable to the Administrative Agent on
the Interest Payment Dates applicable to such Loan except as otherwise provided
in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for
each Interest Period or day within an Interest Period, as the case may be, shall
be determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

     SECTION 2.07. DEFAULT INTEREST. If the Borrower shall default in the
payment of any principal of or interest on any Loan or any other amount due
hereunder, by acceleration or otherwise, or under any other Loan Document, then,
until such defaulted amount shall have been



                                                                              33

paid in full, to the extent permitted by law, all amounts outstanding under this
Agreement and the other Loan Documents shall bear interest (after as well as
before judgment), payable on demand, (a) in the case of principal, at the rate
otherwise applicable to such Loan pursuant to Section 2.06 plus 2.00% per annum
and (b) in all other cases, at a rate per annum (computed on the basis of the
actual number of days elapsed over a year of 365 or 366 days, as the case may
be, when determined by reference to the Prime Rate and over a year of 360 days
at all other times) equal to the rate that would be applicable to an ABR
Revolving Loan plus 2.00% per annum.

     SECTION 2.08. ALTERNATE RATE OF INTEREST. In the event, and on each
occasion, that on the day two Business Days prior to the commencement of any
Interest Period for a Eurodollar Borrowing the Administrative Agent shall have
determined that dollar deposits in the principal amounts of the Loans comprising
such Borrowing are not generally available in the London interbank market, or
that the rates at which such dollar deposits are being offered will not
adequately and fairly reflect the cost to any Lender of making or maintaining
its Eurodollar Loan during such Interest Period, or that reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall,
as soon as practicable thereafter, give written or fax notice of such
determination to the Borrower and the Lenders. In the event of any such
determination, until the Administrative Agent shall have advised the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each
determination by the Administrative Agent under this Section 2.08 shall be
conclusive absent manifest error.

     SECTION 2.09. TERMINATION AND REDUCTION OF COMMITMENTS. (a) The Term Loan
Commitments shall automatically terminate at 5:00 p.m., New York City time, on
the Closing Date. The Revolving Credit Commitments, the Swingline Commitment and
the L/C Commitment shall automatically terminate on the Revolving Credit
Maturity Date. Notwithstanding the foregoing, all the Commitments shall
automatically terminate at 5:00 p.m., New York City time, on April 30, 2003, if
the initial Credit Event shall not have occurred by such time.

     (b) Upon at least three Business Days' prior irrevocable written or fax
notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Term
Loan Commitments or the Revolving Credit Commitments; PROVIDED, HOWEVER, that
(i) each partial reduction of the Term Loan Commitments or the Revolving Credit
Commitments shall be in an integral multiple of $1,000,000 and in a minimum
amount of $3,000,000 and (ii) the Total Revolving Credit Commitment shall not be
reduced to an amount that is less than the sum of the Aggregate Revolving Credit
Exposure at the time.

     (c) Each reduction in the Term Loan Commitments or the Revolving Credit
Commitments hereunder shall be made ratably among the Lenders in accordance with
their respective applicable Commitments. The Borrower shall pay to the
Administrative Agent for the account of the applicable Lenders, on the date of
each termination or reduction, the Commitment Fees on the amount of the
Commitments so terminated or reduced accrued to but excluding the date of such
termination or reduction.



                                                                              34

     SECTION 2.10. CONVERSION AND CONTINUATION OF BORROWINGS. The Borrower shall
have the right at any time upon prior irrevocable notice to the Administrative
Agent (a) not later than 12:00 (noon), New York City time, one Business Day
prior to conversion, to convert any Eurodollar Borrowing into an ABR Borrowing,
(b) not later than 12:00 (noon), New York City time, three Business Days prior
to conversion or continuation, to convert any ABR Borrowing into a Eurodollar
Borrowing or to continue any Eurodollar Borrowing as a Eurodollar Borrowing for
an additional Interest Period, and (c) not later than 12:00 (noon), New York
City time, three Business Days prior to conversion, to convert the Interest
Period with respect to any Eurodollar Borrowing to another permissible Interest
Period, subject in each case to the following:

          (i) each conversion or continuation shall be made pro rata among the
     Lenders in accordance with the respective principal amounts of the Loans
     comprising the converted or continued Borrowing;

          (ii) if less than all the outstanding principal amount of any
     Borrowing shall be converted or continued, then each resulting Borrowing
     shall satisfy the limitations specified in Sections 2.02(a) and 2.02(b)
     regarding the principal amount and maximum number of Borrowings of the
     relevant Type;

          (iii) each conversion shall be effected by each Lender and the
     Administrative Agent by recording for the account of such Lender the new
     Loan of such Lender resulting from such conversion and reducing the Loan
     (or portion thereof) of such Lender being converted by an equivalent
     principal amount; accrued interest on any Eurodollar Loan (or portion
     thereof) being converted shall be paid by the Borrower at the time of
     conversion;

          (iv) if any Eurodollar Borrowing is converted at a time other than the
     end of the Interest Period applicable thereto, the Borrower shall pay, upon
     demand, any amounts due to the Lenders pursuant to Section 2.16;

          (v) any portion of a Borrowing maturing or required to be repaid in
     less than one month may not be converted into or continued as a Eurodollar
     Borrowing;

          (vi) any portion of a Eurodollar Borrowing that cannot be converted
     into or continued as a Eurodollar Borrowing by reason of the immediately
     preceding clause shall be automatically converted at the end of the
     Interest Period in effect for such Borrowing into an ABR Borrowing;

          (vii) no Interest Period may be selected for any Eurodollar Term
     Borrowing that would end later than a Repayment Date occurring on or after
     the first day of such Interest Period if, after giving effect to such
     selection, the aggregate outstanding amount of (A) the Eurodollar Term
     Borrowings with Interest Periods ending on or prior to such Repayment Date
     and (B) the ABR Term Borrowings would not be at least equal to the
     principal amount of Term Borrowings to be paid on such Repayment Date; and

          (viii) upon notice to the Borrower from the Administrative Agent given
     at the request of the Required Lenders, after the occurrence and during the
     continuance of a



                                                                              35

     Default or Event of Default, no outstanding Loan may be converted into, or
     continued as, a Eurodollar Loan.

     Each notice pursuant to this Section 2.10 shall be irrevocable and shall
refer to this Agreement and specify (i) the identity and amount of the Borrowing
that the Borrower requests be converted or continued, (ii) whether such
Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR
Borrowing, (iii) if such notice requests a conversion, the date of such
conversion (which shall be a Business Day) and (iv) if such Borrowing is to be
converted to or continued as a Eurodollar Borrowing, the Interest Period with
respect thereto. If no Interest Period is specified in any such notice with
respect to any conversion lo or continuation as a Eurodollar Borrowing, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the Lenders of any notice given
pursuant to this Section 2.10 and of each Lender's portion of any converted or
continued Borrowing. If the Borrower shall not have given notice in accordance
with this Section 2.10 to continue any Eurodollar Borrowing into a subsequent
Interest Period (and shall not otherwise have given notice in accordance with
this Section 2.10 to convert such Borrowing), such Borrowing shall, at the end
of the Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be converted into an ABR Borrowing.

     SECTION 2.11. REPAYMENT OF TERM BORROWINGS. (a) The Borrower shall pay to
the Administrative Agent, for the account of the Lenders, on the dates set forth
below, or if any such date is not a Business Day, on the next preceding Business
Day (each such date being called a "Repayment Date"), a principal amount of the
Term Loans (as adjusted from time to time pursuant to Sections 2.1l(b), 2.12
and 2.13(g)) equal to the amount set forth below for such date, together in each
case with accrued and unpaid interest on the principal amount to be paid to but
excluding the date of such payment:



               Repayment Date               Amount
               --------------               ------
                                         
               June 30, 2003                $ 562,500
               September 30, 2003           $ 562,500
               December 31, 2003            $ 562,500
               March 31, 2004               $ 562,500
               June 30, 2004                $ 562,500
               September 30, 2004           $ 562,500
               December 31, 2004            $ 562,500
               March 31, 2005               $ 562,500
               June 30, 2005                $ 562,500
               September 30, 2005           $ 562,500
               December 31, 2005            $ 562,500
               March 31, 2006               $ 562,500
               June 30, 2006                $ 562,500
               September 30, 2006           $ 562,500
               December 31, 2006            $ 562,500
               March 31, 2007               $ 562,500
               June 30, 2007                $ 562,500




                                                                              36



               Repayment Date               Amount
               --------------               ------
                                         
               September 30, 2007           $    562,500
               December 31, 2007            $    562,500
               March 31, 2008               $    562,500
               June 30, 2008                $    562,500
               September 30, 2008           $    562,500
               December 31, 2008            $    562,500
               March 31, 2009               $    562,500
               June 30, 2009                $ 52,875,000
               September 30, 2009           $ 52,875,000
               December 31, 2009            $ 52,875,000
               Term Loan Maturity Date      $ 52,875,000


     (b) In the event and on each occasion that any Term Loan Commitments shall
be reduced or shall expire or terminate other than as a result of the making of
a Term Loan, the installments payable on each Repayment Date shall be reduced
pro rata by an aggregate amount equal to the amount of such reduction,
expiration or termination.

     (c) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Loan Maturity Date, together with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of
payment.

     (d) All repayments pursuant to this Section 2.11 shall be subject to
Section 2.16, but shall otherwise be without premium or penalty.

     SECTION 2.12. OPTIONAL PREPAYMENTS. (a) The Borrower shall have the right
at any time and from time to time to prepay any Borrowing, in whole or in part,
upon at least three Business Days' prior written or fax notice (or telephone
notice promptly confirmed by written or fax notice) in the case of Eurodollar
Loans, or written or fax notice (or telephone notice promptly confirmed by
written or fax notice) at least one Business Day prior to the date of prepayment
in the case of ABR Loans, to the Administrative Agent before 12:00 (noon), New
York City time; PROVIDED, HOWEVER, that each partial prepayment shall be in an
amount that is (i) in the case of Eurodollar Loans, an integral multiple of
$1,000,000 and not less than $3,000,000, and (ii) in the case of ABR Loans, an
integral multiple of $1,000,000 and not less than $1,000,000.

     (b) Optional prepayments of Term Loans shall be applied pro rata against
the remaining scheduled installments of principal due in respect of the Term
Loans.

     (c) Each notice of prepayment shall specify the prepayment date and the
principal amount of each Borrowing (or portion thereof) to be prepaid, shall be
irrevocable and shall commit the Borrower to prepay such Borrowing by the amount
stated therein on the date stated therein. All prepayments under this Section
2.12 shall be subject to Section 2.16 but otherwise without premium or penalty.
All prepayments under this Section 2.12 shall be accompanied by accrued and
unpaid interest on the principal amount to be prepaid to but excluding the date
of payment.



                                                                              37

     SECTION 2.13. MANDATORY PREPAYMENTS. (a) In the event of any termination of
all the Revolving Credit Commitments, the Borrower shall, on the date of such
termination, repay or prepay all its outstanding Revolving Credit Borrowings and
all outstanding Swingline Loans and replace all outstanding Letters of Credit
and/or deposit an amount equal, to the L/C Exposure in a cash collateral account
established with the Administrative Agent for the benefit of the Secured
Parties. If as a result of any partial reduction of the Revolving Credit
Commitments the Aggregate Revolving Credit Exposure would exceed the Total
Revolving Credit Commitment after giving effect thereto, then the Borrower
shall, on the date of such reduction, repay or prepay Revolving Credit
Borrowings or Swingline Loans (or a combination thereof) and/or replace or cash
collateralize outstanding Letters of Credit in an amount sufficient to eliminate
such excess.

     (b) Not later than the third Business Day following the receipt of Net Cash
Proceeds in respect of any Asset Sale, the Borrower shall apply 100% of the Net
Cash Proceeds received with respect thereto to prepay outstanding Term Loans in
accordance with Section 2.13(f); PROVIDED, HOWEVER that the Borrower shall not
be required to comply with this Section 2.13(b) with respect to the first
$500,000 of Net Cash Proceeds from Asset Sales received in each fiscal year.

     (c) In the event and on each occasion that an Equity Issuance occurs, the
Borrower shall, substantially simultaneously with (and in any event not later
than the third Business Day next following) the occurrence of such Equity
Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding
Term Loans in accordance with Section 2.13(f).

     (d) No later than the earlier of (i) 100 days after the end of each fiscal
year of the Borrower, commencing with the fiscal year ending on December 31,
2003, and (ii) the third Business Day following the date on which the financial
statements with respect to such period are delivered pursuant to Section
5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with
Section 2.13(f) in an aggregate principal amount equal to (A) 65% of Excess Cash
Flow for the fiscal year then ended if the Leverage Ratio at the end of such
fiscal year shall have been greater than 3.00 to 1.00 or (B) 50% of Excess Cash
flow for the fiscal year then ended if the Leverage Ratio at the end of such
fiscal year shall have been less than or equal to 3.00 to 1.00.

     (e) In the event that any Loan Party or any subsidiary of a Loan Party
shall receive Net Cash Proceeds from the issuance or other disposition of
Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan
Party (other than Indebtedness for money borrowed permitted pursuant to Section
6.01 (other than Section 6.01 (m))), the Borrower shall, substantially
simultaneously with (and in any event not later than the third Business Day next
following) the receipt of such Net Cash Proceeds by such Loan Party or such
subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay
outstanding Term Loans in accordance with Section 2.13(f).

     (f) Mandatory prepayments of outstanding Term Loans under this Agreement
shall be applied pro rata against the remaining scheduled installments of
principal due in respect of the Term Loans under Section 2.11.



                                                                              38

     (g) The Borrower shall deliver to the Administrative Agent, at the time of
each prepayment required under this Section 2.13, (i) a certificate signed by a
Financial Officer of the Borrower setting forth in reasonable detail the
calculation of the amount of such prepayment and (ii) to the extent practicable,
at least three days prior written notice of such prepayment. Each notice of
prepayment shall specify the prepayment date, the Type of each Loan being
prepaid and the principal amount of each Loan (or portion thereof) to be
prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject
to Section 2.16, but shall otherwise be without premium or penalty.

     SECTION 2.14. RESERVE REQUIREMENTS; CHANGE IN CIRCUMSTANCES. (a)
Notwithstanding any other provision of this Agreement, if any Change in Law
shall impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of or credit
extended by any Lender or the Issuing Bank (except any such reserve requirement
which is reflected in the Adjusted LIBO Rate) or shall impose on such Lender or
the Issuing Bank or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit
or participation therein, and the result of any of the foregoing shall be to
increase the cost to such Lender or the Issuing Bank of making or maintaining
any Eurodollar Loan or increase the cost to any Lender of issuing or maintaining
any Letter of Credit or purchasing or maintaining a participation therein or to
reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), in each
case, by an amount deemed by such Lender or the Issuing Bank to be material,
then the Borrower will pay to such Lender or the Issuing Bank, as the case may
be, upon demand such additional amount or amounts as will compensate such Lender
or the Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

     (b) If any Lender or the Issuing Bank shall have determined that any Change
in Law regarding capital adequacy has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made or participations in Letters of Credit
purchased by such Lender pursuant hereto or the Letters of Credit issued by the
Issuing Bank pursuant hereto to a level below that which such Lender or the
Issuing Bank or such Lender's or the Issuing Bank's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the Issuing Bank's policies and the policies of such Lender's or the Issuing
Bank's holding company with respect to capital adequacy) by an amount deemed by
such Lender or the Issuing Bank to be material, then from time to time the
Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank
or such Lender's or the Issuing Bank's holding company for any such reduction
suffered.

     (c) A certificate of a Lender or the Issuing Bank setting forth in
reasonable detail the amount or amounts necessary to compensate such Lender or
the Issuing Bank or its holding company, as applicable, as specified in
paragraph (a) or (b) above shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or



                                                                              39

the Issuing Bank the amount shown as due on any such certificate delivered by it
within 10 days after its receipt of the same.

     (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation for any increased costs or reduction in amounts received or
receivable or reduction in return on capital shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; PROVIDED
that the Borrower shall not be under any obligation to compensate any Lender or
the Issuing Bank under paragraph (a) or (b) above with respect to increased
costs or reductions with respect to any period prior to the date that is 120
days prior to such request if such Lender or the Issuing Bank knew or could
reasonably have been expected to know of the circumstances giving rise to such
increased costs or reductions and of the fact that such circumstances would
result in a claim for increased compensation by reason of such increased costs
or reductions; PROVIDED FURTHER that the foregoing limitation shall not apply to
any increased costs or reductions arising out of the retroactive application of
any Change in Law within such 120-day period. The protection of this Section
shall be available to each Lender and the Issuing Bank regardless of any
possible contention of the invalidity or inapplicability of the Change in Law
that shall have occurred or been imposed.

     SECTION 2.15. CHANGE IN LEGALITY. (a) Notwithstanding any other provision
of this Agreement, if any Change in Law shall make it unlawful for any Lender to
make or maintain any Eurodollar Loan or to give effect to its obligations as
contemplated hereby with respect to any Eurodollar Loan, then, by written notice
to the Borrower and to the Administrative Agent:

          (i) such Lender may declare that Eurodollar Loans will not thereafter
     (for the duration of such unlawfulness) be made by such Lender hereunder
     (or be continued for additional Interest Periods and ABR Loans will not
     thereafter (for such duration) be converted into Eurodollar Loans),
     whereupon any request for a Eurodollar Borrowing (or to convert an ABR
     Borrowing to a Eurodollar Borrowing or to continue a Eurodollar Borrowing
     for an additional Interest Period) shall, as to such Lender only, be deemed
     a request for an ABR Loan (or a request to continue an ABR Loan as such or
     to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless
     such declaration shall be subsequently withdrawn; and

          (ii) such Lender may require that all outstanding Eurodollar Loans
     made by it be converted to ABR Loans, in which event all such Eurodollar
     Loans shall be automatically converted to ABR Loans as of the effective
     date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or (ii) above, all
payments and prepayments of principal that would otherwise have been applied to
repay the Eurodollar Loans that would have been made by such Lender or the
converted Eurodollar Loans of such Lender shall instead be applied to repay the
ABR Loans made by such Lender in lieu of, or resulting from the conversion of,
such Eurodollar Loans.

     (b) For purposes of this Section 2.15, a notice to the Borrower by any
Lender shall be effective as to each Eurodollar Loan made by such Lender, if
lawful, on the last day of the



                                                                              40

Interest Period then applicable to such Eurodollar Loan; in all other cases such
notice shall be effective on the date of receipt by the Borrower.

     SECTION 2.16. INDEMNITY. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of
(a) any event, other than a default by such Lender in the performance of its
obligations hereunder, which results in (i) such Lender receiving or being
deemed to receive any amount on account of the principal of any Eurodollar Loan
prior to the end of the Interest Period in effect therefor, (ii) the conversion
of any Eurodollar Loan to an ABR Loan, or the conversion of the Interest Period
with respect to any Eurodollar Loan, in each case other than on the last day of
the Interest Period in effect therefor, or (iii) any Eurodollar Loan to be made
by such Lender (including any Eurodollar Loan to be made pursuant to a
conversion or continuation under Section 2.10) not being made after notice of
such Loan shall have been given by the Borrower hereunder (any of the events
referred to in this clause (a) being called a "BREAKAGE EVENT") or (b) any
default in the making of any payment or prepayment required to be made
hereunder. In the case of any Breakage Event, such loss shall include on amount
equal to the excess, as reasonably determined by such Lender, of (i) its cost of
obtaining funds for the Eurodollar Loan that is the subject of such Breakage
Event for the period from the date of such Breakage Event to the last day of the
Interest Period in effect (or that would have been in effect) for such Loan over
(ii) the amount of interest likely to be realized by such Lender in redeploying
the funds released or not utilized by reason of such Breakage Event for such
period. A certificate of any Lender setting forth in reasonable detail any
amount or amounts which such Lender is entitled to receive pursuant to this
Section 2.16 shall be delivered to the Borrower and shall be conclusive absent
manifest error.

     SECTION 2.17. PRO RATA TREATMENT. Except as provided below in this Section
2.17 with respect to Swingline Loans and as required under Section 2.15, each
Borrowing, each payment or prepayment of principal of any Borrowing, each
payment of interest on the Loans, each payment of the Commitment Fees or the L/C
Participation Fees, each reduction of the Term Loan Commitments or the Revolving
Credit Commitments and each conversion of any Borrowing to or continuation of
any Borrowing as a Borrowing of any Type shall be allocated pro rata among the
Lenders in accordance with their respective applicable Commitments (or, if such
Commitments shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Loans or participations in L/C
Disbursements, as applicable). For purposes of determining the available
Revolving Credit Commitments of the Lenders at any time, each outstanding
Swingline Loan shall be deemed to have utilized the Revolving Credit Commitments
of the Lenders (including those Lenders which shall not have made Swingline
Loans) pro rata in accordance with such respective Revolving Credit Commitments.
Each Lender agrees that in computing such Lender's portion of any Borrowing to
be made hereunder, the Administrative Agent may, in its discretion, round each
Lender's percentage of such Borrowing to the next higher or lower whole dollar
amount.

     SECTION 2.18. SHARING OF SETOFFS. Each Lender agrees that if it shall,
through the exercise of a right of banker's lien, setoff or counterclaim against
the Borrower or any other Loan Party, or pursuant to a secured claim under
Section 506 of Title 11 of the United States Code or other security or interest
arising from, or in lieu of, such secured claim, received by such



                                                                              41

Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or involuntary) in
respect of any Loan or L/C Disbursement as a result of which the unpaid portion
of its Loans and participations in L/C Disbursements shall be proportionately
less than the unpaid portion of the Loans and participations in L/C
Disbursements of any other Lender, it shall be deemed simultaneously to have
purchased from such other Lender at face value, and shall promptly pay to such
other Lender the purchase price for, a participation in the Loans and L/C
Exposure of such other Lender, so that the aggregate unpaid amount of the Loans
and L/C Exposure and participations in Loans and L/C Exposure held by each
Lender shall be in the same proportion to the aggregate unpaid amount of all
Loans and L/C Exposure then outstanding as the amount of its Loans and L/C
Exposure prior to such exercise of banker's lien, setoff or counterclaim or
other event was to the amount of all Loans and L/C Exposure outstanding prior to
such exercise of banker's lien, setoff or counterclaim or other event; PROVIDED,
HOWEVER, that if any such purchase or purchases or adjustments shall be made
pursuant to this Section 2.18 and the payment giving rise thereto shall
thereafter be recovered, such purchase or purchases or adjustments shall be
rescinded to the extent of such recovery and the purchase price or prices or
adjustment restored without interest. The Borrower and Holdings expressly
consent to the foregoing arrangements and agree that any Lender holding a
participation in a Loan or L/C Disbursement deemed to have been so purchased may
exercise any and all rights of banker's lien, setoff or counterclaim with
respect to any and all moneys owing by the Borrower and Holdings to such Lender
by reason thereof as fully as if such Lender had made a Loan directly to the
Borrower in the amount of such participation.

     SECTION 2.19. PAYMENTS. (a) The Borrower shall make each payment (including
principal of or interest on any Borrowing or any L/C Disbursement or any Fees or
other amounts) hereunder and under any other Loan Document not later than 12:00
(noon), New York City time, on the date when due in immediately available
dollars, without setoff, defense or counterclaim. Each such payment (other than
(i) Issuing Bank Fees, which shall be paid directly to the Issuing Bank, and
(ii) principal of and interest on Swingline Loans, which shall be paid directly
to the Swingline Lender except as otherwise provided in Section 2.2l(e)) shall
be made to the Administrative Agent at its offices at Eleven Madison Avenue, New
York, NY 10010, which shall promptly distribute to each Lender its pro rata
share (or other applicable share, as provided herein) of such payment.

     (b) Except as otherwise expressly provided herein, whenever any payment
(including principal of or interest on any Borrowing or any Fees or other
amounts) hereunder or under any other Loan Document shall become due, or
otherwise would occur, on a day that is not a Business Day, such payment may be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of interest or Fees, if applicable.

     SECTION 2.20. TAXES. (a) Any and all payments by or on account of any
obligation of the Borrower or any Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; PROVIDED that if the Borrower or any Loan
Party shall be required to deduct any Indemnified Taxes or Other Taxes from such
payments, then (i) the sum payable shall be increased as necessary so that after



                                                                              42

making all required deductions (including deductions applicable to additional
sums payable under this Section) the Administrative Agent or such Lender (as the
case may be) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower or such Loan Party shall make such
deductions and (iii) the Borrower or such Loan Party shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

     (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c) The Borrower shall indemnity the Administrative Agent and each Lender,
within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower or any Loan Party hereunder or under any other
Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority. A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

     (d) As soon as practicable after any payment of Indemnified Taxes or Other
Taxes by the Borrower or any other Loan Party to a Governmental Authority, the
Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

     (e) Any Foreign Lender that is entitled to an exemption from or reduction
of withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law, such
properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made
without withholding or at a reduced rate.

     (f) If the Administrative Agent or a Lender determines that it has received
a refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 2.20, it shall pay over such refund to the Borrower
(but only to the extent of indemnity payments made, or additional amounts paid,
by the Borrower under this Section 2.20 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); PROVIDED that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative



                                                                              43

Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall
not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other person.

     SECTION 2.21. ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES; DUTY
TO MITIGATE. (a) In the event (i) any Lender or the Issuing Bank delivers a
certificate requesting compensation pursuant to Section 2.14, (ii) any Lender or
the Issuing Bank delivers a notice described in Section 2.15, (iii) the Borrower
is required to pay any additional amount to any Lender or the Issuing Bank or
any Governmental Authority on account of any Lender or the Issuing Bank pursuant
to Section 2.20 or (iv) any Lender refuses to consent to any amendment, waiver
or other modification of any Loan Document requested by the Borrower that
requires the consent of a greater percentage of the Lenders than the Required
Lenders and such amendment, waiver or other modification is consented to by the
Required Lenders, the Borrower may, at its sole expense and effort (including
with respect to the processing and recordation fee referred to in Section
9.04(b)), upon notice to such Lender or the Issuing Bank and the Administrative
Agent, require such Lender or the Issuing Bank to transfer and assign, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all of its interests, rights and obligations under this Agreement
to an assignee that shall assume such assigned obligations (which assignee may
be another Lender, if a Lender accepts such assignment); PROVIDED that (x) such
assignment shall not conflict with any law, rule or regulation or order of any
court or other Governmental Authority having jurisdiction, (y) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Credit Commitment is being assigned, of the Issuing Bank and the
Swingline Lender), which consent shall not unreasonably be withheld, and (z) the
Borrower or such assignee shall have paid to the affected Lender or the Issuing
Bank in immediately available funds an amount equal to the sum of the principal
of and interest accrued to the date of such payment on the outstanding Loans or
L/C Disbursements of such Lender or the Issuing Bank, respectively, plus all
Fees and other amounts accrued for the account of such Lender or the Issuing
Bank hereunder (including any amounts under Section 2.14 and Section 2.16);
PROVIDED FURTHER that, if prior to any such transfer and assignment the
circumstances or event that resulted in such Lender's or the Issuing Bank's
claim for compensation under Section 2.14 or notice under Section 2.15 or the
amounts paid pursuant to Section 2.20, as the case may be, cease to cause such
Lender or the Issuing Bank to suffer increased costs or reductions in amounts
received or receivable or reduction in return on capital, or cease to have the
consequences specified in Section 2.15, or cease to result in amounts being
payable under Section 2.20, as the case may be (including as a result of any
action taken by such Lender or the Issuing Bank pursuant to paragraph (b)
below), or if such Lender or the Issuing Bank shall waive its right to claim
further compensation under Section 2.14 in respect of such circumstances or
event or shall withdraw its notice under Section 2.15 or shall waive its right
to further payments under Section 2.20 in respect of such circumstances or event
or shall consent to the proposed amendment, waiver, consent or other
modification, as the case may be, then such Lender or the Issuing Bank shall not
thereafter be required to make any such transfer and assignment hereunder.



                                                                              44

     (b) If (i) any Lender or the Issuing Bank shall request compensation under
Section 2.14, (ii) any Lender or the Issuing Bank delivers a notice described in
Section 2.15 or (iii) the Borrower is required to pay any additional amount to
any Lender or the Issuing Bank or any Governmental Authority on account of any
Lender or the Issuing Bank, pursuant to Section 2.20, then such Lender or the
Issuing Bank shall use reasonable efforts (which shall not require such Lender
or the Issuing Bank to incur an unreimbursed loss or unreimbursed cost or
expense or otherwise take any action inconsistent with its internal policies or
legal or regulatory restrictions or suffer any disadvantage or burden deemed by
it to be significant) (x) to file any certificate or document reasonably
requested in writing by the Borrower or (y) to assign its rights and delegate
and transfer its obligations hereunder to another of its offices, branches or
affiliates, if such filing or assignment would reduce its claims for
compensation under Section 2.14 or enable it to withdraw its notice pursuant to
Section 2.15 or would reduce amounts payable pursuant to Section 2.20, as the
case may be, in the future. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender or the Issuing Bank in connection with
any such filing or assignment, delegation and transfer.

     SECTION 2.22. SWINGLINE LOANS. (a) SWINGLINE COMMITMENT. Subject to the
terms and conditions and relying upon the representations and warranties herein
set forth, the Swingline Lender agrees to make loans to the Borrower at any time
and from time to time on and after the Closing Date and until the earlier of the
Revolving Credit Maturity Date and the termination of the Revolving Credit
Commitments in accordance with the terms hereof, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of all Swingline Loans exceeding $10,000,000 in the aggregate
or (ii) the Aggregate Revolving Credit Exposure, after giving effect to any
Swingline Loan, exceeding the Total Revolving Credit Commitment. Each Swingline
Loan shall be in a principal amount that is an integral multiple of $100,000 and
in a minimum amount of $500,000. The Swingline Commitment may be terminated or
reduced from time to time as provided herein. Within the foregoing limits, the
Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder,
subject to the terms, conditions and limitations set forth herein.

     (b) SWINGLINE LOANS. THE Borrower shall notify the Swingline Lender by fax,
or by telephone (confirmed by fax), not later than 2:00 p.m., New York City
time, on the day of a proposed Swingline Loan. Such notice shall be delivered on
a Business Day, shall be irrevocable and shall refer to this Agreement and shall
specify the requested date (which shall be a Business Day) and amount of such
Swingline Loan and the wire transfer instructions for the account of the
Borrower to which the proceeds of the Swingline Loan should be transferred. The
Swingline Lender shall promptly make each Swingline Loan by wire transfer to the
account specified in the such request.

     (c) PREPAYMENT. The Borrower shall have the right at any time and from time
to time to prepay any Swingline Loan, in whole or in part, upon giving written
or fax notice (or telephone notice promptly continued by written, or fax notice)
to the Swingline Lender and to the Administrative Agent before 12:00 (noon), New
York City time on the date of prepayment at the Swingline Lender's address for
notices specified on Schedule 2.01.



                                                                              45

     (d) INTEREST. Each Swingline Loan shall be an ABR Loan and, subject to the
provisions of Section 2.07, shall bear interest at the rate provided for the ABR
Revolving Loans as provided in Section 2.06(a).

     (e) PARTICIPATIONS. The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 a.m., New York City time, on any
Business Day require the Revolving Credit Lenders to acquire participations on
such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which the
Revolving Credit Lenders will participate. The Administrative Agent will,
promptly upon receipt of such notice, give notice to each Revolving Credit
Lender, specifying in such notice such Lender's Pro Rata Percentage of such
Swingline Loan or Loans. In furtherance of the foregoing, each Revolving Credit
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Revolving Credit Lender's Pro Rata Percentage of such
Swingline Loan or Loans. Each Revolving Credit Lender acknowledges and agrees
that its obligation to acquire participations in Swingline Loans pursuant to
this paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or an Event of Default, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each Revolving Credit
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.02(c)
with respect to Loans made by such Lender (and Section 2,02(c) shall apply,
MUTATIS MUTANDIS, to the payment obligations of the Lenders) and the
Administrative Agent shall promptly pay to the Swingline Lender the amounts so
received by it from the Lenders. The Administrative Agent shall notify the
Borrower of any participations in any Swingline Loan acquired pursuant to this
paragraph and thereafter payments in respect of such Swingline Loan shall be
made to the Administrative Agent and not to the Swingline Lender. Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the Borrower (or other party liable for obligations of the Borrower) of any
default in the payment thereof.

     SECTION 2.23. LETTERS OF CREDIT. (a) GENERAL. The Borrower may request the
issuance of a Letter of Credit for its own account or for the account of any of
its Subsidiaries or Affiliated Practices (in which case the Borrower and such
Subsidiary or Affiliated Practice shall be co-applicants with respect to such
Letter of Credit), in a form reasonably acceptable to the Administrative Agent
and the Issuing Bank, at any time and from time to time while the Revolving
Credit Commitments remain in effect, PROVIDED that any Letters of Credit issued
hereunder shall be denominated in U.S. dollars and shall be payable on sight.
This Section shall not be construed to impose an obligation upon the Issuing
Bank to issue any Letter of Credit that is inconsistent with the terms and
conditions of this Agreement.



                                                                              46

     (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN CONDITIONS.

          (i) In order to request the issuance of a Letter of Credit (or to
     amend, renew or extend an existing Letter of Credit), the Borrower shall
     hand deliver or fax to the Issuing Bank and the Administrative Agent
     (reasonably in advance of the requested date of issuance, amendment,
     renewal or extension) a notice requesting the issuance of a Letter of
     Credit, or identifying the Letter of Credit to be amended, renewed or
     extended, the date of issuance, amendment, renewal or extension, the date
     on which such Letter of Credit is to expire (which shall comply with
     paragraph (c) below), the amount of such Letter of Credit, the name and
     address of the beneficiary thereof and such other information as shall be
     necessary to prepare such Letter of Credit. The Issuing Bank shall promptly
     (i) notify the Administrative Agent in writing of the amount and expiry
     date of each Letter of Credit issued by it and (ii) provide a copy of each
     such Letter of Credit (and any amendments, renewals or extensions thereof)
     to the Administrative Agent. A Letter of Credit shall be issued, amended,
     renewed or extended only if, and upon issuance, amendment, renewal or
     extension of each Letter of Credit the Borrower shall be deemed to
     represent and warrant that, after giving effect to such issuance,
     amendment, renewal or extension (i) the L/C Exposure shall not exceed
     $20,000,000 and (ii) the Aggregate Revolving Credit Exposure shall not
     exceed the Total Revolving Credit Commitment.

          (ii) The Issuing Bank shall provide Letter of Credit activity reports
     to the Administrative Agent (A) monthly on the last Business Day of each
     month and (B) weekly for the two weeks preceding the end of each fiscal
     quarter, with the report for the last week of the fiscal quarter to be
     delivered the Business Day prior to the Repayment Date for such fiscal
     quarter.

     (c) EXPIRATION DATE. Each Letter of Credit shall expire at the close of
business on the earlier of the date one year after the date of the issuance of
such Letter of Credit and the date that is five Business Days prior to the
Revolving Credit Maturity Date, unless such Letter of Credit expires by its
terms on an earlier date; PROVIDED, that a Letter of Credit may, upon the
request of the Borrower, include a provision whereby such Letter of Credit shall
be renewed automatically for additional consecutive periods of 12 months or less
(but not beyond the date that is five Business Days prior to the Revolving
Credit Maturity Date) unless the Issuing Bank notifies the beneficiary thereof
at least 30 days prior to the then-applicable expiration date that such Letter
of Credit will not be renewed.

     (d) PARTICIPATIONS. By the issuance of a Letter of Credit and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Credit Lender, and each such Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Pro Rata Percentage of the aggregate amount available to be
drawn under such Letter of Credit, effective upon the issuance of such Letter of
Credit. In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Bank, such Lender's Pro
Rata Percentage of each L/C Disbursement made by the Issuing Bank and not
reimbursed by the Borrower (or, if applicable, another party pursuant to its



                                                                              47

obligations under any other Loan Document) forthwith on the date due as provided
in Section 2.02(f). Each Revolving Credit Lender acknowledges and agrees that
its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a
Default or an Event of Default, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

     (e) REIMBURSEMENT. If the Issuing Bank shall make any L/C Disbursement in
respect of a Letter of Credit, the Borrower shall pay to the Administrative
Agent an amount equal to such L/C Disbursement not later than two hours after
the Borrower shall have received notice from the Issuing Bank that payment of
such draft will be made, or, if the Borrower shall have received such notice
later than 10:00 a.m., New York City time, on any Business Day, not later than
10:00 a.m., New York City time, on the immediately following Business Day.

     (f) OBLIGATIONS ABSOLUTE. The Borrower's obligations to reimburse L/C
Disbursements as provided in paragraph (e) above shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement, under any and all circumstances whatsoever,
and irrespective of:

          (i) any lack of validity or enforceability of any Letter of Credit or
     any Loan Document, or any term or provision therein;

          (ii) any amendment or waiver of or any consent to departure from all
     or any of the provisions of any Letter of Credit or any Loan Document;

          (iii) the existence of any claim, setoff, defense or other right that
     the Borrower, any other party guaranteeing, or otherwise obligated with,
     the Borrower, any Subsidiary or other Affiliate thereof or any other person
     may at any time have against the beneficiary under any Letter of Credit,
     the Issuing Bank, the Administrative Agent or any Lender or any other
     person, whether in connection with this Agreement, any other Loan Document
     or any other related or unrelated agreement or transaction;

          (iv) any draft or other document presented under a Letter of Credit
     proving to be forged, fraudulent, invalid or insufficient in any respect or
     any statement therein being untrue or inaccurate in any respect;

          (v) payment by the Issuing Bank under a Letter of Credit against
     presentation of a draft or other document that does not comply with the
     terms of such Letter of Credit; and

          (vi) any other act or omission to act or delay of any kind of the
     Issuing Bank, the Lenders, the Administrative Agent or any other person or
     any other event or circumstance whatsoever, whether or not similar to any
     of the foregoing, that might, but for the provisions of this Section,
     constitute a legal or equitable discharge of the Borrower's obligations
     hereunder.



                                                                              48

Without limiting the generality of the foregoing, it is expressly understood and
agreed that the absolute and unconditional obligation of the Borrower hereunder
to reimburse L/C Disbursements will not be excused by the gross negligence or
wilful misconduct of the Issuing Bank. However, the foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
gross negligence or wilful misconduct in determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof; it
is understood that the Issuing Bank may accept documents that appear on their
face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary and, in making any
payment under any Letter of Credit (i) the Issuing Bank's exclusive reliance on
the documents presented to it under such Letter of Credit as to any and all
matters set forth therein, including reliance on the amount of any draft
presented under such Letter of Credit, whether or not the amount due to the
beneficiary thereunder equals the amount of such draft and whether or not any
document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether
or not any other statement or any other document presented pursuant to such
Letter of Credit proves to be forged or invalid or any statement therein proves
to be inaccurate or untrue in any respect whatsoever and (ii) any noncompliance
in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute wilful
misconduct or gross negligence of the Issuing Bank.

     (g) DISBURSEMENT PROCEDURES. The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit. The Issuing Bank shall as promptly as possible
give telephonic notification, confirmed by fax, to the Administrative Agent and
the Borrower of such demand for payment and whether the Issuing Bank has made or
will make an L/C Disbursement thereunder; PROVIDED that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Credit Lenders with respect to any
such L/C Disbursement. The Administrative Agent shall promptly give each
Revolving Credit Lender notice thereof.

     (h) INTERIM INTEREST. If the Issuing Bank shall make any L/C Disbursement
in respect of a Letter of Credit, then, unless the Borrower shall reimburse such
L/C Disbursement in full on such date, the unpaid amount thereof shall bear
interest for the account of the Issuing Bank, for each day from and including
the date of such L/C Disbursement, to but excluding the earlier of the date of
payment by the Borrower or the date on which interest shall commence to accrue
thereon as provided in Section 2.02(f), at the rate per annum that would apply
to such amount if such amount were an ABR Revolving Loan.

     (i) RESIGNATION OR REMOVAL OF THE ISSUING BANK. The Issuing Bank may resign
at any time by giving 30 days' prior written notice to the Administrative Agent,
the Lenders and the Borrower, and may be removed at any time by the Borrower by
notice to the Issuing Bank, the Administrative Agent and the Lenders. Subject to
the next succeeding paragraph, upon the



                                                                              49

acceptance of any appointment as the Issuing Bank hereunder by a Lender that
shall agree to serve as successor Issuing Bank, such successor shall succeed to
and become vested with all the interests, rights and obligations of the retiring
Issuing Bank and the retiring Issuing Bank shall be discharged from its
obligations to issue additional Letters of Credit hereunder. At the time such
removal or resignation shall become effective, the Borrower shall pay all
accrued and unpaid fees pursuant to Section 2.05(c)(ii). The acceptance of any
appointment as the Issuing Bank hereunder by a successor Lender shall be
evidenced by an agreement entered into by such successor, in a form satisfactory
to the Borrower and the Administrative Agent, and, from and after the effective
date of such agreement, (i) such successor Lender shall have all the rights and
obligations of the previous Issuing Bank under this Agreement and the other Loan
Documents and (ii) references herein and in the other Loan Documents to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the resignation or removal of the Issuing Bank
hereunder, the retiring Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement and the other Loan Documents with respect to Letters of Credit issued
by it prior to such resignation or removal, but shall not be required to issue
additional Letters of Credit.

     (j) CASH COLLATERALIZATION. If any Event of Default shall occur and be
continuing, the Borrower shall, on the Business Day it receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Credit Lenders holding participations in
outstanding Letters of Credit representing greater than 50% of the aggregate
undrawn amount of all outstanding Letters of Credit) thereof and of the amount
to be deposited, deposit in an account with the Collateral Agent, for the
benefit of the Revolving Credit Lenders, an amount in cash equal to the L/C
Exposure as of such date; PROVIDED, HOWEVER, that the obligation to deposit such
cash shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (g) or (h) or Article VII. Such deposit shall be held by the Collateral
Agent as collateral for the payment and performance of the Obligations. The
Collateral Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits in Permitted Investments, which investments
shall be made at the option and sole discretion of the Collateral Agent, such
deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall (i)
automatically be applied by the Administrative Agent to reimburse the Issuing
Bank, for L/C Disbursements for which it has not been reimbursed, (ii) be held
for the satisfaction of the reimbursement obligations of the Borrower for the
L/C Exposure at such time and (iii) if the maturity of the Loans has been
accelerated (but subject to the consent of Revolving Credit Lenders holding
participations in outstanding Letters of Credit representing greater than 50% of
the aggregate undrawn amount of all outstanding Letters of Credit), be applied
to satisfy the Obligations. If the Borrower is required to provide an amount of
cash collateral hereunder as a result of the occurrence of an Event of Default,
such amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.



                                                                              50

     (k) ADDITIONAL ISSUING BANKS. The Borrower may, at any time and from time
to time with the consent of the Administrative Agent (which consent shall not be
unreasonably withheld) and such Lender, designate one or more additional Lenders
to act as an issuing bank under the terms of the Agreement. Any Lender
designated as an issuing bank pursuant to this paragraph (k) shall be deemed to
be an "Issuing Bank" (in addition to being a Lender) in respect of Letters of
Credit issued or to be issued by such Lender, and, with respect to such Letters
of Credit, such term shall thereafter apply to the other Issuing Bank and such
Lender.

     SECTION 2.24. INCREASE IN REVOLVING CREDIT COMMITMENTS. (a) The Borrower
may, by written notice to the Administrative Agent from time to time after the
Closing Date, request Incremental Revolving Credit Commitments in an amount not
to exceed the Incremental Revolving Credit Commitment Amount from one or more
Incremental Revolving Credit Lenders, which may include any existing Lender;
PROVIDED that each Incremental Revolving Credit Lender shall be subject to the
approval of the Administrative Agent, the Issuing Bank and the Swingline Lender
(which approvals shall not be unreasonably withheld). Each such notice shall set
forth (i) the amount of the Incremental Revolving Credit Commitments being
requested (which shall be in minimum increments of $1,000,000 and in a minimum
amount of $1,000,000 or equal to the remaining Incremental Revolving Credit
Commitment Amount) and (ii) the date on which such Incremental Revolving Credit
Commitments are requested to become effective (which shall not be (x) less than
10 days nor more than 60 days after the date of such notice or (y) later than
the third anniversary of the Closing Date).

     (b) The Borrower and each Incremental Revolving Credit Lender shall execute
and deliver to the Administrative Agent an Incremental Revolving Credit
Assumption Agreement and such other documentation as the Administrative Agent
shall reasonably specify to evidence the Incremental Revolving Credit Commitment
of such Incremental Revolving Credit Lender. The Administrative Agent shall
promptly notify each Lender as to the effectiveness of each Incremental
Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees
that, upon the effectiveness of any Incremental Revolving Credit Assumption
Agreement, this Agreement shall be deemed amended to the extent (but only to the
extent) necessary to reflect the existence of the Incremental Revolving Credit
Commitment evidenced thereby.

     (c) Each of the parties hereto hereby agrees that the Administrative Agent
may take any and all actions as may be reasonably necessary to ensure that,
after giving effect to any Incremental Revolving Credit Commitment pursuant to
this Section 2.24, the outstanding Revolving Loans (if any) are held by the
Revolving Credit Lenders in accordance with their new Pro Rata Percentages. This
may be accomplished at the discretion of the Administrative Agent (i) by
requiring the outstanding Revolving Loans to be prepaid with the proceeds of a
new Revolving Credit Borrowing or (ii) by causing the existing Revolving Credit
Lenders to assign portions of their outstanding Revolving Loans to Incremental
Revolving Credit Lenders. Any prepayment or assignment described in this
paragraph (c) shall be subject to indemnification by the Borrower pursuant to
Section 2.16, but otherwise without premium or penalty.

     (d) Notwithstanding the foregoing, no Incremental Revolving Credit
Commitment shall become effective under this Section 2.24 unless on the date of
such effectiveness, the conditions set forth in paragraphs (b) and (c) of
Section 4.01 shall be satisfied and the Administrative Agent



                                                                              51

shall have received a certificate to that effect dated such date and executed by
a Financial Officer of the Borrower.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     Each of Holdings and the Borrower represents and warrants to the
Administrative Agent, the Collateral Agent, the Issuing Bank and each of the
Lenders that:

     SECTION 3.01. ORGANIZATION; POWERS. Holdings, the Borrower and each of the
Subsidiaries (a) is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, except where the failure of
any such Subsidiary to be in good standing is due solely to an unfiled tax
return in its jurisdiction of organization for which a notice of extension has
been timely filed, PROVIDED that such failures to be in good standing,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, (b) has all requisite power and authority to own its
property and assets and to carry on its business as now conducted and as
proposed to be conducted, (c) is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required, except
where the failure so to qualify could not reasonably be expected to result in a
Material Adverse Effect, and (d) has the power and authority to execute, deliver
and perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated hereby or thereby to which it is or will be
a party and, in the case of the Borrower, to borrow hereunder.

     SECTION 3.02. AUTHORIZATION. The Transactions (a) have been duly authorized
by all requisite corporate and, if required, stockholder action and (b) will not
(i) violate (A) any provision of law, statute, rule or regulation, or of the
certificate or articles of incorporation or other constitutive documents or
by-laws of Holdings, the Borrower or any Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any indenture, agreement or other
instrument to which Holdings, the Borrower or any Subsidiary is a party or by
which any of them or any of their property is or may be bound, (ii) be in
conflict with, result in a breach of or constitute (alone or with notice or
lapse of time or both) a default under, or give rise to any right to accelerate
or to require the prepayment, repurchase or redemption of any obligation under
any such indenture, agreement or other instrument or (iii) result in the
creation or imposition of any Lien upon or with respect to any property or
assets now owned or hereafter acquired by Holdings, the Borrower or any
Subsidiary (other than any Lien created hereunder or under the Security
Documents), other than any such conflicts, violations, breaches, defaults or
rights referred to in clauses (b)(i) and (b)(ii) above that are set forth on
Schedule 3.02.

     SECTION 3.03. ENFORCEABILITY. This Agreement has been duly executed and
delivered by Holdings and the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Loan Party party thereto will
constitute, a legal, valid and binding obligation of such Loan Party enforceable
against such Loan Party in accordance with its terms.



                                                                              52

     SECTION 3.04. GOVERNMENTAL APPROVALS. No action, consent or approval of,
registration or filing with or any other action by any Governmental Authority is
or will be required in connection with the Transactions, except (a) for the
filing of Uniform Commercial Code financing statements and filings with the
United States Patent and Trademark Office and the United States Copyright
Office, (b) as have been made or obtained and are in full force and effect and
(c) those items listed on Schedule 3.04.

     SECTION 3.05. FINANCIAL STATEMENTS. (a) The Borrower has heretofore
furnished to the Lenders (i) its consolidated balance sheet and related
statements of income, stockholders' equity and cash flows as of and for each of
the fiscal years ended December 31, 2000 and 2001, audited by and accompanied by
the opinion of Deloitte & Touche LLP, independent public accountants, and as of
and for the fiscal year ended December 31, 2002, audited by and accompanied by
the opinion of Ernst & Young, LLP, independent public accountants (which opinion
has not been qualified in any material respect) and (ii) its unaudited
consolidated balance sheet and related statements of income and cash flows as of
and for each fiscal month subsequent to December 31, 2002 ended 30 days before
the Closing Date. Such financial statements present fairly in all material
respects the financial condition and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries as of such dates and for such
periods. Such balance sheet and the notes thereto disclose all material
liabilities, direct or contingent, of the Borrower and its consolidated
Subsidiaries as of the dates thereof. Such financial statements were prepared in
accordance with GAAP applied on a consistent basis.

     (b) The Borrower has heretofore delivered to the Lenders its unaudited pro
forma consolidated balance sheet and statements of income, stockholder's equity
and cash flows as of and for the fiscal year ended December 31, 2002, prepared
giving effect to the Transactions as if they had occurred, with respect to such
balance sheet, on such date and, with respect to such other financial
statements, on the first day of the 12-month period ending on such date. Such
pro forma financial statements have been prepared in good faith by the Borrower,
based on the assumptions used to prepare the pro forma financial information
contained in the Confidential Information Memorandum (which assumptions are
believed by the Borrower on the date hereof and on the Closing Date to be
reasonable), are based on the best information available to the Borrower as of
the date of delivery thereof, accurately reflect all adjustments required to be
made to give effect to the Transactions and present fairly on a pro forma basis
the estimated consolidated financial position of the Borrower and its
consolidated Subsidiaries as of such date and for such period, assuming that the
Transactions had actually occurred at such date or at the beginning of such
period, as the case may be.

     SECTION 3.06. NO MATERIAL ADVERSE CHANGE. No event, change or condition has
occurred 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 Holdings, the Borrower and the Subsidiaries, taken as
a whole, since December 31, 2002; PROVIDED that the adoption of reductions in
Medicare reimbursement levels proposed by the Centers for Medicare and Medicaid
Services in July 2002 shall not constitute a material adverse change in the
financial condition or operations of Holdings, the Borrower and the
Subsidiaries, taken as a whole.



                                                                              53

     SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES. (a) Each of
Holdings, the Borrower and each of the Subsidiaries has good and marketable
title to, or valid leasehold interests in, all its material properties and
assets, except for minor defects in title that do not interfere with its ability
to conduct its business as currently conducted or to utilize such properties and
assets for their intended purposes. All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by Section 6.02.

     (b) Each of Holdings, the Borrower and each of the Subsidiaries has
complied with all obligations under all material leases to which it is a party
and all such leases are in full force and effect, except where any such
noncompliance, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. Each of Holdings, the Borrower
and each of the Subsidiaries enjoys peaceful and undisturbed possession under
all such material leases.

     SECTION 3.08. SUBSIDIARIES. Schedule 3.08 sets forth as of the Closing Date
a list of all Subsidiaries and the percentage ownership interest of Holdings or
the Borrower therein. As of the Closing Date, the shares of Equity Interests so
indicated on Schedule 3.08 are fully paid and non-assessable and are owned by
Holdings or the Borrower, directly or indirectly, free and clear of all Liens
(other than Liens created under the Security Documents).

     SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS. (a) Except as set forth on
Schedule 3.09(a), there are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to the
knowledge of Holdings or the Borrower, threatened against or affecting Holdings,
the Borrower or any Subsidiary, or, to the knowledge of Holdings or the
Borrower, any Managed Practice or Contract Provider, or any business, property
or rights of any such person (i) that involve any Loan Document or the
Transactions, (ii) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or
(iii) to revoke, withdraw or suspend any license, right or authorization, or to
terminate the participation of Holdings, the Borrower or any Subsidiary or, to
the knowledge of Holdings and the Borrower, any Managed Practice or Contract
Provider, in any Government Program or Private Program and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.

     (b) None of Holdings, the Borrower or any of the Subsidiaries, or, to the
knowledge of Holdings or the Borrower, any Managed Practice or Contract
Provider, or any of their respective material properties or assets is in
violation of, nor will the continued operation of their material properties and
assets as currently conducted violate, any applicable law, rule or regulation
(including any applicable zoning, building, Environmental Law, ordinance, code
or approval or any building permits), or is in default with respect to any
judgment, writ, injunction, decree or order of any Governmental Authority, where
such violation or default could reasonably be expected to result in a Material
Adverse Effect.

     (c) Except as set forth in Schedule 3.09(c), each of Holdings, the Borrower
and the Subsidiaries, and, to the knowledge of Holdings and the Borrower, the
Managed Practices and the Contract Providers, (i) is the holder of all valid
licenses and other rights and authorizations



                                                                              54

required by law, rule or regulation and necessary for the Borrower, the
Subsidiaries, the Managed Practices and the Contract Providers to operate their
respective businesses and to provide pathology services; and (ii) where
required, is certified for participation and reimbursement in the Government
Programs and has current provider agreements for the Government Programs in
which it participates and the Private Programs in which it participates, except
for any failures to comply with any of the foregoing requirements that have not
and could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.

     (d) Each facility operated by the Borrower, the Subsidiaries and, to the
knowledge of Holdings and the Borrower, the Managed Practices, charges rates and
bills for services in accordance with the applicable rules and regulations of
the Government Programs, except for any failures to comply that have not and
could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

     (e) Except as set forth in Schedule 3.09(e) and except for referrals which
comply with (or are exempt from) the requirements of Stark II (i) no physician
who has a "financial relationship", as that term is defined in Stark II,
whether an investment or ownership interest or compensation arrangement (a
"FINANCIAL RELATIONSHIP") with Holdings, the Borrower or any Subsidiary
practices any medical specialty other than pathology and also refers patients to
the Borrower or any Subsidiary or, to the knowledge of Holdings and the
Borrower, any Managed Practice, (ii) to the knowledge of the Holdings and
Borrower, no physician who has a Financial Relationship with any Managed
Practice practices any medical specialty other than pathology and also refers
patients to the Borrower, any Subsidiary or any Managed Practice, (iii) no
physician having a Financial Relationship with Holdings, the Borrower or any
Subsidiary whose immediate family member has such a Financial Relationship with
Holdings, the Borrower or any Subsidiary directly or indirectly refers patients
or services to the Borrower or any Subsidiary or, to the knowledge of Holdings
and the Borrower, any Managed Practice, and (iv) to the knowledge of Holdings
and the Borrower, no physician having a Financial Relationship with any Managed
Practice whose immediate family member has such a Financial Relationship with
Holdings, the Borrower, any Subsidiary or any Managed Practice, directly or
indirectly refers patients or services to the Borrower, any Subsidiary or any
Managed Practice, except in each case for any failures to comply that have not
and could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.

     (f) The Borrower and the Subsidiaries, and, to the knowledge of Holdings
and the Borrower, the Managed Practices, have timely filed all reports and
billings required to be filed with respect to the Government Programs and the
Private Programs in which they participate, 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,
rules and regulations, except for any failures to comply with any of the
foregoing requirements that have not and would not be expected to have,
individually or in the aggregate, a Material Adverse Effect.

     SECTION 3.10. AGREEMENTS. (a) None of Holdings, the Borrower or any of the
Subsidiaries is a party to any agreement or instrument or subject to any
corporate restriction that has resulted or could reasonably be expected to
result in a Material Adverse Effect.



                                                                              55

     (b) None of Holdings, the Borrower or any of the Subsidiaries is in default
in any manner under any provision of any indenture or other agreement or
instrument evidencing Indebtedness, or any other material agreement or
instrument to which it is a party or by which it or any of its properties or
assets are or may be bound, where such default could reasonably be expected to
result in a Material Adverse Effect.

     SECTION 3.11. FEDERAL RESERVE REGULATIONS. (a) None of Holdings, the
Borrower or any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.

     (b) No part of the proceeds of any Loan or any Letter of Credit will be
used, whether directly or indirectly, and whether immediately, incidentally or
ultimately, for any purpose that entails a violation of, or that is inconsistent
with, the provisions of the Regulations of the Board, including Regulation T, U
or X.

     SECTION 3.12. INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT.
None of Holdings, the Borrower or any Subsidiary is (a) an "investment company"
as defined in, or subject to regulation under, the Investment Company Act of
1940 or (b) a "holding company" as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935.

     SECTION 3.13. USE OF PROCEEDS. The Borrower will use the proceeds of the
Loans and will request the issuance of Letters of Credit only for the purposes
specified in the preamble to this Agreement.

     SECTION 3.14. TAX RETURNS. Each of the Holdings, the Borrower and each of
the Subsidiaries has filed or caused to be filed all Federal, state, local and
foreign tax returns or materials required to have been filed by it and has paid
or caused to be paid all taxes due and payable by it and all assessments
received by it, except taxes that are being contested in good faith by
appropriate proceedings and for which Holdings, the Borrower or such Subsidiary,
as applicable, shall have set aside on its books adequate reserves in accordance
with GAAP.

     SECTION 3.15. NO MATERIAL MISSTATEMENTS. None of (a) the Confidential
Information Memorandum or (b) any other information, report, financial
statement, exhibit or schedule furnished by or on behalf of Holdings or the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation of any Loan Document or included therein or delivered pursuant
thereto contained, contains or will contain any material misstatement of fact or
omitted, omits or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were, are
or will be made, not misleading; PROVIDED that to the extent any such
information, report, financial statement, exhibit or schedule was based upon or
constitutes a forecast or projection, each of Holdings and the Borrower
represents only that it acted in good faith and utilized assumptions believed by
Holdings and the Borrower to be reasonable and due care in the preparation of
such information, report, financial statement, exhibit or schedule.

     SECTION 3.16. EMPLOYEE BENEFIT PLANS. Each of the Borrower and each of its
ERISA Affiliates is in compliance in all material respects with the applicable
provisions of ERISA and



                                                                              56

the Code and the regulations and published interpretations thereunder. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, could reasonably be expected to result in
material liability of the Borrower or any of its ERISA Affiliates. The present
value of all benefit liabilities under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the last annual valuation date applicable thereto, exceed the fair market
value of the assets of such Plan.

     SECTION 3.17. ENVIRONMENTAL MATTERS. Except as set forth in Schedule 3.17
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, none of Holdings, the Borrower or any of the Subsidiaries (i) has failed
to comply with any Environmental Law or to obtain, maintain or comply with any
permit, license or other approval required under any Environmental Law, (ii) has
become subject to any Environmental Liability, (iii) has received any request
for information pursuant to any Environmental Law or notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

     SECTION 3.18. INSURANCE. Schedule 3.18 sets forth a true, complete and
correct description of all insurance maintained by the Borrower or by the
Borrower for its Subsidiaries as of the date hereof and the Closing Date. As of
each such date, such insurance is in full force and effect and all premiums have
been duly paid. The Borrower and its Subsidiaries have insurance in such amounts
and covering such risks and liabilities as are in accordance with normal
industry practice.

     SECTION 3.19. SECURITY DOCUMENTS. (a) The Guarantee and Collateral
Agreement, upon execution and delivery thereof by the parties thereto, will
create in favor of the Collateral Agent, for the ratable benefit of the Secured
Parties, a legal, valid and enforceable security interest in the Collateral (as
defined in the Guarantee and Collateral Agreement) and the proceeds thereof and
(i) when the Pledged Collateral (as defined in the Guarantee and Collateral
Agreement) is delivered to the Collateral Agent, the Guarantee and Collateral
Agreement shall constitute a fully perfected first priority Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
Pledged Collateral, in each case prior and superior in right to any other
person, and (ii) when financing statements in appropriate form are filed in the
offices specified on Schedule 3.19, the Lien created under the Guarantee and
Collateral Agreement will constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral (other than Intellectual Property, as defined in the Guarantee and
Collateral Agreement) that may be perfected by filing, recording or registering
a financing statement, in each case prior and superior in right to any other
person, other than with respect to Liens expressly permitted by Section 6.02.

     (b) Upon the recordation of the Guarantee and Collateral Agreement with the
United States Patent and Trademark Office and the United States Copyright
Office, together with the financing statements in appropriate form filed in the
offices specified on Schedule 3.19, the Guarantee and Collateral Agreement shall
constitute a fully perfected Lien on, and security interest in, all right, title
and interest of the Loan Parties in the Intellectual Property (as defined in the
Guarantee and Collateral Agreement) in which a security interest may be
perfected by



                                                                              57

filing in the United States and its territories and possessions, in each case
prior and superior in right to any other person (it being understood that
subsequent recordings in the United States Patent and Trademark Office and the
United States Copyright Office may be necessary to perfect a Lien on registered
trademarks, trademark applications and copyrights acquired by the Loan Parties
after the date hereof).

     SECTION 3.20. LOCATION OF REAL PROPERTY AND LEASED PREMISES. (a) On the
Closing Date, none of Holdings, the Borrower or any Subsidiary owns any real
property.

     (b) Schedule 3.20 lists completely and correctly as of the Closing Date all
real property leased by the Borrower and the Subsidiaries and the addresses
thereof. The Borrower and the Subsidiaries, as the case may be, have valid
leasehold interests in all the real property set forth on Schedule 3.20.

     SECTION 3.21. LABOR MATTERS. As of the date hereof and the Closing Date,
there are no strikes, lockouts or slowdowns against Holdings, the Borrower or
any Subsidiary pending or, to the knowledge of Holdings or the Borrower,
threatened, or, to the knowledge of Holdings or the Borrower, against any
Managed Practice or Contract Provider. The hours worked by and payments made to
employees of Holdings, the Borrower and the Subsidiaries, and, to the knowledge
of Holdings or the Borrower, the Managed Practices and the Contract Providers,
have not been in violation of the Fair Labor Standards Act or any other
applicable federal, state, local or foreign law dealing with such matters. All
payments due from Holdings, the Borrower or any Subsidiary, or for which any
claim may be made against Holdings, the Borrower or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Holdings, the Borrower or such
Subsidiary. The consummation of the Transactions will not give rise to any right
of termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary, or, to the knowledge of Holdings or the Borrower, any Managed
Practice or Contract Provider, is bound.

     SECTION 3.22. SOLVENCY. Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the making
of each Loan and after giving effect to the application of the proceeds of each
Loan, (a) the fair value of the assets of Holdings, the Borrower and the
Subsidiaries, taken as a whole, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (b) the present fair
saleable value of the property of Holdings, the Borrower and the Subsidiaries,
taken as a whole, will be greater than the amount that will be required to pay
the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and
matured; (c) Holdings, the Borrower and the Subsidiaries, taken as a whole, will
be able to pay their debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d)
Holdings, the Borrower and the Subsidiaries, taken as a whole, will not have
unreasonably small capital with which to conduct the business in which they are
engaged as such business is now conducted and is proposed to be conducted
following the Closing Date.



                                                                              58

     SECTION 3.23. SENIOR INDEBTEDNESS. The Obligations constitute "Senior
Indebtedness" under and as defined in the Subordinated Note Documents and the
Holdings Subordinated Note Documents, and will constitute senior indebtedness
under, and be entitled to the benefit of the subordination provisions of, the
documentation relating to any Additional Subordinated Debt or any Additional
Seller Notes.

     SECTION 3.24. FRAUD AND ABUSE. Except as would not reasonably be expected
to result in a Material Adverse Effect or as set forth on Schedule 3.24, to the
knowledge of Holdings and the Borrower, none of Holdings, the Borrower, any of
the Subsidiaries or any of the Managed Practices or any of their respective
officers, directors or Contract Providers has engaged in any activities that are
prohibited under the Government Programs in which they participate or that are
prohibited by binding rules of professional conduct, including, (i) knowingly
and wilfully making or causing to be made a false statement or a
misrepresentation of any material fact in any application for any benefit or
payment; (ii) knowingly and wilfully making or causing to be made any false
statement or a misrepresentation of any material fact for use in determining
rights to any benefit or payment; (iii) failing to disclose knowledge by a
claimant of the occurrence of any event affecting the initial or continued right
to any benefit or payment on its own behalf or on behalf of another, with intent
to secure such benefit or payment fraudulently; (iv) knowingly and wilfully
soliciting or receiving any remuneration (including any kickback, bribe or
rebate), directly or indirectly, overtly or covertly, in cash or in kind or
offering to pay such remuneration (A) in return for referring an individual to a
person for the furnishing or arranging for the furnishing of any item or service
for which payment may be made in whole or in part by any Government Program in
which they participate or other applicable third-party payors, or (B) in return
for purchasing, leasing or ordering or arranging for or recommending the
purchasing, leasing or ordering of any good, facility, service or item for which
payment may be made in whole or in part by any Government Program in which they
participate or other applicable third-party payors.

                                   ARTICLE IV

                              CONDITIONS OF LENDING

     The obligations of the Lenders to make Loans and of the Issuing Bank to
issue Letters of Credit hereunder are subject to the satisfaction or waiver of
the following conditions:

     SECTION 4.01. ALL CREDIT EVENTS. On the date of each Borrowing, including
each Borrowing of a Swingline Loan and on the date of each issuance, amendment,
extension or renewal of a Letter of Credit (each such event being called a
"CREDIT EVENT"):

     (a) The Administrative Agent shall have received a notice of such Borrowing
as required by Section 2.03 (or such notice shall have been deemed given in
accordance with Section 2.03) or, in the case of the issuance, amendment,
extension or renewal of a Letter of Credit, the Issuing Bank and the
Administrative Agent shall have received a notice requesting the issuance,
amendment, extension or renewal of such Letter of Credit as required by Section
2.23(b) or, in



                                                                              59

the case of the Borrowing of a Swingline Loan, the Swingline Lender and the
Administrative Agent shall have received a notice requesting such Swingline Loan
as required by Section 2.22(b).

     (b) Except in the case of a Borrowing that does not increase the aggregate
principal amount of Loans outstanding of any Lender, the representations and
warranties set forth in Article III hereof and in each other Loan Document shall
be true and correct in all material respects on and as of the date of such
Credit Event with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier
date.

     (c) No Event of Default or Default shall have occurred and be continuing.

     (d) In the case of a Borrowing of a Revolving Loan or a Swingline Loan,
immediately after giving effect to such Borrowing and the use of proceeds
thereof, the aggregate amount of cash and Permitted Investments on hand at
Holdings, the Borrower and the Subsidiaries shall not exceed $10,000,000,
excluding for purposes hereof (i) cash and Permitted Investments held in the
Contingent Note Reserve, (ii) funds on deposit in any bank account and used for
current payroll purposes and (iii) Restricted Cash.

     Each Credit Event shall be deemed to constitute a representation and
warranty by the Borrower and Holdings on the date of such Credit Event as to the
matters specified in paragraphs (b), (c) and (d) of this Section 4.01; PROVIDED,
HOWEVER, that the conversion or continuation of a Borrowing pursuant to Section
2.10 shall not constitute a "Credit Event" for purposes of this Section.

     SECTION 4.02. FIRST CREDIT EVENT. On the Closing Date:

     (a) The Administrative Agent shall have received, on behalf of itself, the
Lenders and the Issuing Bank, a written opinion of (i) Reboul, MacMurray, Hewitt
& Maynard, counsel for Holdings and the Borrower, in substantially the form
attached as Exhibit F-l, and (ii) each local counsel listed on Schedule 4.02(a),
in substantially the form attached as Exhibit F-2, in each case (A) dated the
Closing Date, (B) addressed to the Issuing Bank, the Administrative Agent and
the Lenders, and (C) covering such other matters relating to the Loan Documents
and the Transactions as the Administrative Agent shall reasonably request, and
Holdings and the Borrower hereby request such counsel to deliver such opinions.

     (b) All legal matters incident to this Agreement, the Borrowings and
extensions of credit hereunder and the other Loan Documents shall be reasonably
satisfactory to the Lenders, to the Issuing Bank and to the Administrative
Agent.

     (c) The Administrative Agent shall have received (i) a copy of the
certificate or articles of incorporation or other organizational document,
including all amendments thereto, of each Loan Party, certified as of a recent
date by the Secretary of State of the state of its organization, and a
certificate as to the good standing (if applicable) of each Loan Party as of a
recent date, from such Secretary of State; (ii) a certificate of the Secretary
or Assistant Secretary (if applicable) of



                                                                              60

each Loan Party dated the Closing Date and certifying (A) that attached thereto
is a true and complete copy of the by-laws of such Loan Party (if applicable to
such Loan Party) as in effect on the Closing Date and at all times since a date
prior to the date of the resolutions described in clause (B) below, (B) that
attached thereto is A true and complete copy of resolutions duly adopted by the
Board of Directors of such Loan Party (if required for such Loan Party)
authorizing the execution, delivery and performance of the Loan Documents to
which such person is a party and, in the case of the Borrower, the borrowings
hereunder, and that such resolutions have not been modified, rescinded or
amended and are in full force and effect, (C) that the certificate or articles
of incorporation or other organizational document of such Loan Party have not
been amended since the date of the last amendment thereto shown on the
certificate of good standing furnished pursuant to clause (i) above, and (D) as
to the incumbency and specimen signature of each officer executing any Loan
Document or any other document delivered in connection herewith on behalf of
such Loan Party; (iii) a certificate of another officer as to the incumbency and
specimen signature of the Secretary or Assistant Secretary executing the
certificate pursuant to clause (ii) above; and (iv) such other documents as the
Lenders, the Issuing Bank or the Administrative Agent may reasonably request.

     (d) The Administrative Agent shall have received a certificate, dated the
Closing Date and signed by a Financial Officer of the Borrower, confirming
compliance with the conditions precedent set forth in paragraphs (b) and (c) and
of Section 4.01.

     (e) The Administrative Agent shall have received all Fees and other amounts
due and payable on or prior to the Closing Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder or under any other Loan Document.

     (f) The Security Documents shall have been duly executed by each Loan Party
that is to be a party thereto and shall be in full force and effect on the
Closing Date. The Collateral Agent on behalf of the Secured Parties shall have a
security interest in the Collateral of the type and priority described in each
Security Document.

     (g) The Collateral Agent shall have received a Perfection Certificate with
respect to the Loan Parties dated the Closing Date and duly executed by a
Responsible Officer of the Borrower, and shall have received the results of a
search of the Uniform Commercial Code filings (or equivalent filings) made with
respect to the Loan Parties in the states (or other jurisdictions) of formation
of such persons, in which the chief executive office of each such person is
located and in the other jurisdictions in which such persons maintain material
property, in each case as indicated on such Perfection Certificate, together
with copies of the financing statements (or similar documents) disclosed by such
search, and accompanied by evidence reasonably satisfactory to the Collateral
Agent that the Liens indicated in any such financing statement (or similar
document) would be permitted under Section 6.02 or have been or will be
contemporaneously released or terminated.

     (h) The Administrative Agent shall have received a copy of, or a
certificate as to coverage under, the insurance policies required by Section
5.02 and the applicable provisions of the Security Documents, each of which
shall be endorsed or otherwise amended to include a



                                                                              61

customary lender's loss payable endorsement and to name the Collateral Agent as
additional insured, in form and substance satisfactory to the Administrative
Agent and the Collateral Agent.

     (i) The Acquisition shall have been, or substantially simultaneously with
the initial funding of Loans on the Closing Date shall be, consummated in
accordance with the Merger Agreement and applicable law, without giving effect
to any waiver of any material terms or conditions of the Merger Agreement not
approved by the Required Lenders and the Holdings Common Equity Contribution
shall have occurred. The Rollover Equity Contribution shall have occurred to the
reasonable satisfaction of the Lenders. The Administrative Agent shall have
received copies of the Merger Agreement and all certificates, opinions and other
documents delivered thereunder or in connection therewith, certified by a
Financial Officer of the Borrower as being complete and correct. The Lenders
shall be reasonably satisfied with any material changes to the capitalization,
structure and equity ownership of Holdings and the Borrower after giving effect
to the Transactions from those contemplated in the Merger Agreement.

     (j) Holdings shall have received Net Cash Proceeds of not less than
$67,000,000 from the Holdings Subordinated Note Contribution, and such amount
shall equal the projected amount of remaining principal and interest payments on
the Contingent Notes as of the Closing Date (as determined in good faith by the
Lenders). Such Net Cash Proceeds shall have been used to fund the Contingent
Note Reserve substantially simultaneously with the initial funding of the Loans
on the Closing Date. The terms and conditions of the Holdings Subordinated Notes
and the provisions of the Holdings Subordinated Note Documents shall be in form
and substance reasonably satisfactory to the Lenders. The Lenders shall have
received accounting comfort with respect to the schedules and analyses
(including the projected amount of remaining principal and interest payments on
the Contingent Notes as of the Closing Date) relating to the Contingent Notes
provided to the Lenders by Holdings and the Borrower. The Administrative Agent
shall have received copies of the Holdings Subordinated Note Documents,
certified by a Financial Officer of Holdings as being complete and correct.

     (k) The Borrower shall have received gross cash proceeds of not less than
$275,000,000 from the issuance of the Subordinated Notes. The terms and
conditions of the Subordinated Notes and the provisions of the Subordinated Note
Documents shall be in form and substance reasonably satisfactory to the Lenders.
The Administrative Agent shall have received copies of the Subordinated Note
Documents, certified by a Financial Officer of the Borrower as being complete
and correct.

     (l) All principal, premium, if any, interest, fees and other amounts due or
outstanding under the Existing Credit Agreement shall have been paid in full,
the commitments thereunder terminated and all guarantees and security in support
thereof discharged and released, and the Administrative Agent shall have
received reasonably satisfactory evidence thereof. Immediately after giving
effect to the Transactions and the other transactions contemplated hereby, the
Borrower and the Subsidiaries shall have outstanding no Indebtedness or
preferred stock other than (a) Indebtedness outstanding under this Agreement,
(b) the Subordinated Notes, (c) the Contingent Notes and (d) Indebtedness set
forth on Schedule 6.01. Immediately after giving effect to the Transactions and
the other transactions contemplated hereby, Holdings shall have no



                                                                              62

outstanding Indebtedness or preferred stock other than (a) its Guarantee of the
Indebtedness outstanding under this Agreement and (b) the Holdings Subordinated
Notes.

     (m) The Lenders shall have received the financial statements and opinion
referred to in Section 3.05, none of which shall demonstrate a material adverse
change in the financial condition of the Borrower from the forecasts previously
provided to the Lenders. Based on the pro forma financial statements referred to
in Section 3.05(b), the Leverage Ratio at December 31, 2002 (calculated on a pro
forma basis as described in Section 3.05(b)) shall have been less than 4.60 to
1.00

     (n) The Lenders shall be reasonably satisfied in all respects with any tax
sharing arrangements among Holdings and its subsidiaries after giving effect to
the Transactions.

     (o) All requisite Governmental Authorities shall have approved or consented
to the Transactions and the other transactions contemplated hereby to the extent
required, all applicable appeal periods shall have expired and there shall be no
litigation, governmental, administrative or judicial action that could
reasonably be expected to restrain, prevent or impose burdensome conditions on
the Transactions or the other transactions contemplated hereby. All requisite
third-party consents necessary for the consummation of the Acquisition shall
have been obtained except for those third-party consents where the failure to so
obtain such consents would not have a Material Adverse Effect.

     (p) The Lenders shall be reasonably satisfied as to the amount and nature
of any environmental and employee health and safety exposures, including
Environmental Liabilities, to which the Borrower and the Subsidiaries may be
subject and the plans of the Borrower and the Subsidiaries to address such
exposure and Environmental Liabilities.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

     Each of Holdings and the Borrower covenants and agrees with each Lender
that so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full (other than contingent indemnification obligations to the
extent no claim giving rise thereto has been asserted) and all Letters of Credit
have been canceled or have expired and all amounts drawn thereunder have been
reimbursed in full, unless the Required Lenders shall otherwise consent in
writing, each of Holdings and the Borrower will, and will cause each of the
Subsidiaries to:

     SECTION 5.01. EXISTENCE; BUSINESSES AND PROPERTIES. (a) Do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence, except as otherwise expressly permitted under Section 6.05.



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     (b) Do or cause to be done all things necessary to obtain, preserve, renew,
extend and keep in full force and effect the rights, licenses, permits,
franchises, authorizations, patents, copyrights, trademarks and trade names
material to the conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and operated; comply
in all material respects with all applicable laws, rules, regulations and
decrees and orders of any Governmental Authority (including all applicable
Government Programs and all state and federal anti-kickback, fraud and abuse and
Stark II requirements), whether now in effect or hereafter enacted; and at all
times maintain and preserve all property material to the conduct of such
business and keep such property in good repair, working order and condition and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; PROVIDED, HOWEVER, that nothing in this Section 5.01 shall prevent
the Borrower from discontinuing the operation or maintenance of any of its
assets or properties if such discontinuance is, in the judgment of its board of
directors, desirable in the conduct of its business.

     SECTION 5.02. INSURANCE. (a) Keep its insurable properties adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance (which may include self-insurance pursuant to Section 6.04(h)),
to such extent and against such risks, including fire and other risks insured
against by extended coverage, as is customary with companies in the same or
similar businesses operating in the same or similar locations, including medical
malpractice insurance, workers' compensation insurance, business interruption
insurance, public liability insurance against claims for personal injury or
death or property damage occurring upon, in, about or in connection with the use
of any properties owned, occupied or controlled by it; and maintain such other
insurance as may be required by law.

     (b) Cause all such policies covering any Collateral to be endorsed or
otherwise amended to include a customary lender's loss payable endorsement, in
form and substance reasonably satisfactory to the Administrative Agent and the
Collateral Agent, which endorsement shall provide that, from and after the
Closing Date, if the insurance carrier shall have received written notice from
the Administrative Agent or the Collateral Agent of the occurrence of an Event
of Default, the insurance carrier shall pay all proceeds otherwise payable to
the Borrower or the Loan Parties under such policies directly to the Collateral
Agent; cause all such policies to provide that neither the Borrower, the
Administrative Agent, the Collateral Agent nor any other party shall be a
coinsurer thereunder and to contain a "Replacement Cost Endorsement", without
any deduction for depreciation, and such other provisions as the Administrative
Agent or the Collateral Agent may reasonably require from time to time to
protect their interests; deliver original or certified copies of all such
policies to the Collateral Agent; cause each such policy to provide that it
shall not be canceled, modified or not renewed (i) by reason of nonpayment of
premium upon not less than 10 days' prior written notice thereof by the insurer
to the Administrative Agent and the Collateral Agent (giving the Administrative
Agent and the Collateral Agent the right to cure defaults in the payment of
premiums) or (ii) for any other reason upon not less than 30 days' prior written
notice thereof by the insurer to the Administrative Agent and the Collateral
Agent; deliver to the Administrative Agent and the Collateral Agent, prior to
the cancellation, modification or nonrenewal of any such policy of



                                                                              64

insurance, a copy of a renewal or replacement policy (or other evidence of
renewal of a policy previously delivered to the Administrative Agent and the
Collateral Agent) together with evidence satisfactory to the Administrative
Agent and the Collateral Agent of payment of the premium therefor.

     (c) Notify the Administrative Agent and the Collateral Agent promptly
whenever any separate insurance concurrent in form or contributing in the event
of loss with that required to be maintained under this Section 5.02 is taken out
by the Borrower; and promptly deliver to the Administrative Agent and the
Collateral Agent a duplicate original copy of such policy or policies.

     SECTION 5.03. TAXES. Pay and discharge promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or in respect of its property, before the same shall become
delinquent or in default, as well as all lawful claims for labor, materials and
supplies or otherwise that, if unpaid, might give rise to a Lien upon such
properties or any part thereof; PROVIDED, HOWEVER, that such payment and
discharge shall not be required with respect to any such tax, assessment,
charge, levy or claim so long as the validity or amount thereof shall be
contested in good faith by appropriate proceedings and the Borrower shall have
set aside on its books adequate reserves with respect thereto in accordance with
GAAP and such contest operates to suspend collection of the contested
obligation, tax, assessment or charge and enforcement of a Lien.

     SECTION 5.04. FINANCIAL STATEMENTS, REPORTS, ETC. In the case of the
Borrower, furnish to the Administrative Agent, which shall furnish to each
Lender:

     (a) within 90 days after the end of each fiscal year, its consolidated
balance sheet and related statements of income, stockholders' equity and cash
flows showing the financial condition of the Borrower and its consolidated
Subsidiaries as of the close of such fiscal year and the results of its
operations and the operations of such Subsidiaries during such year, together
with comparative figures for the immediately preceding fiscal year and for the
consolidated budget for such fiscal year, which financial statements shall be
audited by Ernst & Young, LLP or other independent public accountants of
recognized national standing and accompanied by an opinion of such accountants
(which shall not be qualified in any material respect) to the effect that such
consolidated financial statements fairly present the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;

     (b) within 45 days after the end of each of the first three fiscal quarters
of each fiscal year, its consolidated balance sheet and related statements of
income, stockholders' equity and cash flows showing the financial condition of
the Borrower and its consolidated Subsidiaries as of the close of such fiscal
quarter and the results of its operations and the operations of such
Subsidiaries during such fiscal quarter and the then elapsed portion of the
fiscal year, and comparative figures for the same periods in the immediately
preceding fiscal year, for the consolidated budget for such fiscal quarter and
for the consolidated budget for the then elapsed portion of the fiscal year, all
certified by one of its Financial Officers as fairly presenting the financial
condition and results of operations of the Borrower and its consolidated
Subsidiaries on



                                                                              65

a consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments;

     (c) within 30 days after the end of the first two fiscal months of each
fiscal quarter, its consolidated balance sheet and related statements of income
and cash flows showing the financial condition of the Borrower and its
consolidated Subsidiaries during such fiscal month and the then elapsed portion
of the fiscal year, all certified by one of its Financial Officers as fairly
presenting the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments;

     (d) concurrently with any delivery of financial statements under paragraph
(a) above, (i) a certificate of the accounting firm opining on such statements
(which certificate may be limited to accounting matters and disclaim
responsibility for legal interpretations) (x) setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating
compliance with the covenants contained in Sections 6.06, 6.10, 6.11, 6.12 and
6.13 and (y) stating whether they obtained knowledge during the course of their
examination of such financial statements of any Event of Default or Default and
specifying the extent and nature thereof, insofar as the same related to any
financial accounting matters covered by their audit, and (ii) a certificate of a
Financial Officer of the Borrower (x) certifying that no Event of Default or
Default has occurred or, if such an Event of Default or Default has occurred,
specifying the nature and extent thereof and any corrective action taken or
proposed to be taken with respect thereto, (y) setting forth the calculations of
Excess Cash Flow and the Allowable Amount and (z) certifying that there has been
no change in the business activities, assets or liabilities of the Borrower or
Holdings, or if there has been any such change, describing such change in
reasonable detail and certifying that each of the Borrower and Holdings is in
compliance with Section 6.08;

     (e) concurrently with any delivery of financial statements under paragraph
(b) or (c) above, a certificate of a Financial Officer of the Borrower (i)
setting forth computations in reasonable detail satisfactory to the
Administrative Agent demonstrating compliance with the covenants contained in
Sections 6.06, 6.10, 6.11, 6.12 and 6.13 and (ii) certifying that no Event of
Default or Default has occurred or, if such an Event of Default or Default has
occurred, specifying the nature and extent thereof and any corrective action
taken or proposed to be taken with respect thereto;

     (f) concurrently with any delivery of financial statements under paragraph
(a) or (b) above, a certificate of a Financial Officer of the Borrower setting
forth the amount of Net Cash Proceeds from Asset Sales during the immediately
preceding fiscal quarter and the amount thereof that the Borrower intends to
reinvest in assets of a kind then used or usable in the business of the Borrower
and its Subsidiaries within 270 days of receipt of such proceeds in accordance
with the definition of "Net Cash Proceeds";

     (g) within five Business Days of approval by the board of directors of the
Borrower, and in no event later than 30 days after the end of each fiscal year
of the Borrower, a detailed consolidated quarterly budget for such fiscal year
(including a projected consolidated balance



                                                                              66

sheet and related statements of projected operations and cash flows as of the
end of and for each fiscal quarter of such fiscal year and setting forth the
assumptions used for purposes of preparing such budget) and, promptly when
available, any significant revisions of such budget;

     (h) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements, press releases and other materials
filed by Holdings, the Borrower or any Subsidiary with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed to its shareholders, as the case may be;

     (i) promptly after the receipt thereof by Holdings or the Borrower or any
Subsidiary, a copy of any "management letter" received by any such person from
its certified public accountants and the management's response thereto; and

     (j) promptly, from time to time, such other information regarding the
operations, business affairs and financial condition of Holdings, the Borrower
or any Subsidiary, or compliance with the terms of any Loan Document, as the
Administrative Agent or any Lender may reasonably request.

     SECTION 5.05. LITIGATION AND OTHER NOTICES. Furnish to the Administrative
Agent, the Issuing Bank and each Lender written notice of the following promptly
after Holdings or the Borrower obtains knowledge thereof:

     (a) any Event of Default or Default, specifying the nature and extent
thereof and the corrective action (if any) taken or proposed to be taken with
respect thereto;

     (b) the filing or commencement of, or any threat or notice of intention of
any person to file or commence, any action, suit or proceeding, whether at law
or in equity or by or before any Governmental Authority, (i) against the
Borrower or any Affiliate thereof that could reasonably be expected to result in
a Material Adverse Effect or (ii) against Holdings, the Borrower, any of the
Subsidiaries, any Managed Practice or any Contract Provider to suspend, revoke
or terminate (or that may result in the termination of) its participation in the
Government Programs or the Private Programs; and

     (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of the Borrower and the Subsidiaries in an aggregate amount exceeding
$1,000,000; and

     (d) any development specific to the Borrower, any Subsidiary, any Managed
Practice or any Contract Provider that is not a matter of general public
knowledge and that has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect.

     SECTION 5.06. INFORMATION REGARDING COLLATERAL. (a) Furnish to the
Administrative Agent prompt written notice of any change (i) in any Loan Party's
corporate name, (ii) in the jurisdiction of organization or formation of any
Loan Party, (iii) in any Loan Party's identity or corporate structure or (iv) in
any Loan Party's Federal Taxpayer Identification Number.



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Holdings and the Borrower agree not to effect or permit any change referred to
in the preceding sentence unless all filings have been made under the Uniform
Commercial Code or otherwise that are required in order for the Collateral Agent
to continue at all times following such change to have a valid, legal and
perfected security interest in all the Collateral. Holdings and the Borrower
also agree promptly to notify the Administrative Agent if any material portion
of the Collateral is damaged or destroyed.

     (b) In the case of the Borrower, each year, at the time of delivery of the
annual financial statements with respect to the preceding fiscal year pursuant
to Section 5.04(a), deliver to the Administrative Agent a certificate of a
Financial Officer setting forth the information required pursuant to Section 2
of the Perfection Certificate or confirming that there has been no change in
such information since the date of the Perfection Certificate delivered on the
Closing Date or the date of the most recent certificate delivered pursuant to
this Section 5.06.

     SECTION 5.07. MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
Keep proper books of record and account in which full, true and correct entries
in conformity with GAAP and all requirements of law are made of all dealings and
transactions in relation to its business and activities. Each Loan Party will,
and will cause each of its subsidiaries to, permit any representatives
designated by the Administrative Agent, the Collateral Agent or any Lender to
visit and inspect the financial records and the properties of Holdings, the
Borrower or any Subsidiary at reasonable times and with reasonable notice and as
often as reasonably requested and to make extracts from and copies of such
financial records, and permit any representatives designated by the
Administrative Agent, the Collateral Agent or any Lender to discuss the affairs,
finances and condition of Holdings, the Borrower or any Subsidiary with the
officers thereof and independent accountants therefor, PROVIDED, that the
Borrower shall have the option to participate in and arrange or otherwise
coordinate any such discussion held by the Administrative Agent, the Collateral
Agent or any Lender with its independent auditors pursuant to this Section 5.06.

     SECTION 5.08. USE OF PROCEEDS. Use the proceeds of the Loans and request
the issuance of Letters of Credit only for the purposes set forth in the
preamble to this Agreement.

     SECTION 5.09. FURTHER ASSURANCES. Execute any and all further documents,
financing statements, agreements and instruments, and take all further action
(including filing Uniform Commercial Code and other financing statements,
mortgages and deeds of trust) that may be required under applicable law, or that
the Required Lenders, the Administrative Agent or the Collateral Agent may
reasonably request, in order to effectuate the transactions contemplated by the
Loan Documents and in order to grant, preserve, protect and perfect the validity
and first priority of the security interests created or intended to be created
by the Security Documents. The Borrower will cause any subsequently acquired or
organized Domestic Subsidiary (other than any Consolidated Practice) to become a
Loan Party by executing the Guarantee and Collateral Agreement and each other
applicable Security Document in favor of the Collateral Agent. In addition, from
time to time, the Borrower will, at its cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or created,
perfected security interests with respect to such of its assets and properties
as the Administrative Agent, the Collateral Agent or the Required Lenders shall
designate (it being understood that it is the intent



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of the parties that the Obligations shall be secured by substantially all the
assets of the Borrower and its Domestic Subsidiaries (other than any
Consolidated Practice)) including real and other properties acquired subsequent
to the Closing Date. Notwithstanding the foregoing, in no event shall the
Borrower or any Domestic Subsidiary be required to pledge greater than 65% of
the total outstanding voting Equity Interests of any Foreign Subsidiary. Such
security interests and Liens will be created under the Security Documents and
other security agreements, mortgages, deeds of trust and other instruments and
documents in form and substance satisfactory to the Administrative Agent and the
Collateral Agent, and the Borrower shall deliver or cause to be delivered to the
Lenders all such instruments and documents (including legal opinions, title
insurance policies and lien searches) as the Collateral Agent shall reasonably
request to evidence compliance with this Section 5.09. The Borrower agrees to
provide such evidence as the Collateral Agent shall reasonably request as to the
perfection and priority status of each such security interest and Lien. In
furtherance of the foregoing, the Borrower will give prompt notice to the
Administrative Agent of the acquisition by it or any of the Subsidiaries (other
than any Consolidated Practice) of any real property (or any interest in real
property) having a value in excess of $250,000.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

     Each of Holdings and the Borrower covenants and agrees with each Lender
that, so long as this Agreement shall remain in effect and until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document have been paid
in full (other than contingent indemnification obligations to the extent no
claim giving rise thereto has been asserted) and all Letters of Credit have been
cancelled or have expired and all amounts drawn thereunder have been reimbursed
in full, unless the Required Lenders shall otherwise consent in writing, neither
Holdings nor the Borrower will, nor will they cause or permit any of the
Subsidiaries to:

     SECTION 6.01. INDEBTEDNESS. Incur, create, assume or permit to exist any
Indebtedness, except:

          (a) Indebtedness existing on the date hereof and set forth in Schedule
     6.01 (a), and any extensions, renewals or replacements of such Indebtedness
     to the extent the principal amount of such Indebtedness is not increased,
     neither the final maturity nor the weighted average life to maturity of
     such Indebtedness is decreased, such Indebtedness, if subordinated to the
     Obligations, remains so subordinated on terms no less favorable to the
     Lenders, and the original obligors in respect of such Indebtedness remain
     the only obligors thereon;

          (b) Indebtedness created hereunder and under the other Loan Documents;



                                                                              69

          (c) intercompany Indebtedness of Holdings, the Borrower and the
     Subsidiaries to the extent permitted by Section 6.04(c) or 6.04(h);

          (d) Indebtedness of the Borrower or any Subsidiary incurred to finance
     the acquisition, construction or improvement of any fixed or capital
     assets, and extensions, renewals and replacements of any such Indebtedness
     that do not increase the outstanding principal amount thereof; PROVIDED
     that (i) such Indebtedness is incurred prior to or within 90 days after
     such acquisition or the completion of such construction or improvement and
     (ii) the aggregate principal amount of Indebtedness permitted by this
     Section 6.01(d), when combined with the aggregate principal amount of all
     Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant
     to Section 6.01(e) shall not exceed $10,000,000 at any time outstanding;

          (e) Capital Lease Obligations and Synthetic Lease Obligations in an
     aggregate principal amount, when combined with the aggregate principal
     amount of all Indebtedness incurred pursuant to Section 6.01(d), not in
     excess of $10,000,000 at any time outstanding;

          (f) Indebtedness owed to (including obligations in respect of letters
     of credit for the benefit of) any person providing worker's compensation,
     health, disability or other employee benefits or property, casualty or
     liability insurance, pursuant to reimbursement or indemnification
     obligations to such person, in each case incurred in the ordinary course of
     business;

          (g) Indebtedness in respect of performance bonds, bid bonds, appeal
     bonds, surety bonds and similar obligations, in each case provided in the
     ordinary course of business including those incurred to secure health,
     safety and environmental obligations in the ordinary course of business;

          (h) obligations under Hedging Agreements to the extent they constitute
     Indebtedness;

          (i) Indebtedness in respect of the Subordinated Notes not in excess of
     $275,000,000;

          (j) Indebtedness of Holdings in respect of the Holdings Subordinated
     Notes issued on the Closing Date in an aggregate principal amount not to
     exceed $67,000,000, together with any additional notes issued pursuant to
     the terms and conditions of the Holdings Subordinated Notes as pay-in-kind
     interest on such Holdings Subordinated Notes;

          (k) Indebtedness in respect of the Contingent Notes;

          (l) (i) Additional Subordinated Debt and Additional Seller Notes
     incurred to finance any Permitted Acquisition (including the refinancing of
     Indebtedness of the Acquired Entity and the payment of related fees and
     expenses) and (ii) Indebtedness



                                                                              70

     acquired or assumed by the Borrower or any Subsidiary in connection with
     any Permitted Acquisition that existed at the time of such Permitted
     Acquisition and was not created in connection therewith or in contemplation
     thereof, PROVIDED that the aggregate outstanding amount of all Indebtedness
     incurred pursuant to this Section 6.01(1) shall not at any time exceed
     $37,500,000;

          (m) Additional Subordinated Debt, 100% of the Net Cash Proceeds of
     which is used to prepay, in whole or in part, outstanding Term Loans in
     accordance with Section 2.13(c), in an aggregate outstanding amount not at
     any time in excess of $225,000,000;

          (n) Guarantees by the Borrower and its Subsidiaries with respect to
     any Indebtedness of the Borrower or any of its Subsidiaries permitted
     hereunder;

          (o) Indebtedness existing on the date hereof and set forth in Schedule
     6.01(o), but not any extensions, renewals or replacements of such
     Indebtedness; and

          (p) other unsecured Indebtedness of the Borrower or the Subsidiaries
     in an aggregate principal amount not exceeding $10,000,000 at any time
     outstanding.

     SECTION 6.02. LIENS. Create, incur, assume or permit to exist any Lien on
any property or assets (including Equity Interests or other securities of any
person, including any Subsidiary) now owned or hereafter acquired by it or on
any income or revenues or rights in respect of any thereof, except:

          (a) Liens on property or assets of the Borrower and its Subsidiaries
     existing on the date hereof and set forth in Schedule 6.02; PROVIDED that
     such Liens shall secure only those obligations which they secure on the
     date hereof and any extensions, renewals and replacements thereof permitted
     hereunder;

          (b) any Lien created under the Loan Documents;

          (c) any Lien existing on any property or asset prior to the
     acquisition thereof by the Borrower or any Subsidiary; PROVIDED that (i)
     such Lien is not created in contemplation of or in connection with such
     acquisition and (ii) such Lien does not apply to any other property or
     assets of the Borrower or any Subsidiary, PROVIDED that neither (x) the
     aggregate fair market value of the property subject to all such Liens nor
     (y) the aggregate outstanding liabilities secured by all such Liens shall
     exceed $5,000,000 at any time;

          (d) Liens for taxes not yet due or which are being contested in
     compliance with Section 5.03;

          (e) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business and securing
     obligations that are not due and payable or which are being contested in
     compliance with Section 5.03;



                                                                              71

          (f) pledges and deposits made in the ordinary course of business in
     compliance with workmen's compensation, unemployment insurance and other
     social security laws or regulations;

          (g) deposits to secure the performance of bids, trade contracts (other
     than for Indebtedness), leases (other than Capital Lease Obligations),
     statutory obligations, surety and appeal bonds, performance bonds and other
     obligations of a like nature incurred in the ordinary course of business;

          (h) zoning restrictions, easements, rights-of-way, restrictions on use
     of real property and other similar encumbrances incurred in the ordinary
     course of business which, in the aggregate, are not substantial in amount
     and do not materially detract from the value of the property subject
     thereto or interfere with the ordinary conduct of the business of the
     Borrower or any of its Subsidiaries;

          (i) purchase money security interests in real property, improvements
     thereto or equipment hereafter acquired (or, in the case of improvements,
     constructed) by the Borrower or any Subsidiary; PROVIDED that (i) such
     security interests secure Indebtedness permitted by Section 6.01, (ii) such
     security interests are incurred, and the Indebtedness secured thereby is
     created, within 90 days after such acquisition (or construction), (iii) the
     Indebtedness secured thereby does not exceed the lesser of the cost or the
     fair market value of such real property, improvements or equipment at the
     time of such acquisition (or construction) and (iv) such security interests
     do not apply to any other property or assets of the Borrower or any
     Subsidiary;

          (j) Liens arising out of judgments or awards in respect of which
     Holdings, the Borrower or any of the Subsidiaries shall in good faith be
     prosecuting an appeal or proceedings for review in respect of which there
     shall be secured a subsisting stay of execution pending such appeal or
     proceedings; PROVIDED that the aggregate amount of all such judgments or
     awards (and any cash and the fair market value of any property subject to
     such Liens) does not exceed $7,500,000 at any time outstanding;

          (k) Liens created or deemed to exist by the establishment of trusts or
     other similar arrangements in connection with self-insurance programs
     permitted by Section 6.04(h);

          (l) licenses, sublicenses, leases or subleases granted to others not
     interfering in any material respect with the business of the Borrower or
     any Subsidiary;

          (m) any interest or title of a lessor or any Lien encumbering such
     lessor's interest with respect to any lease to the Borrower or any
     Subsidiary; and

          (n) Liens not otherwise permitted hereunder (other than Liens securing
     Indebtedness for money borrowed), PROVIDED that neither (x) the fair market
     value of the property subject to such Liens nor (y) the outstanding
     liabilities secured by such Liens shall exceed $2,500,000 in the aggregate
     at any time.



                                                                              72

     SECTION 6.03. SALE AND LEASE-BACK TRANSACTIONS. Enter into any arrangement,
directly or indirectly, with any person whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for substantially the same purpose or purposes as the
property being sold or transferred unless (a) the sale of such property is
permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease
Obligations or Liens arising in connection therewith are permitted by Sections
6.01 and 6.02, as the case may be.

     SECTION 6.04. INVESTMENTS, LOANS AND ADVANCES. Purchase, hold or acquire
any Equity Interests, evidences of indebtedness or other securities of, make or
permit to exist any loans or advances to, or make or permit to exist any
investment or any other interest in, any other person, except:

          (a) (i) investments by Holdings, the Borrower and the Subsidiaries
     existing on the date hereof in the Equity interests of the Borrower and the
     Subsidiaries and (ii) additional investments by Holdings, the Borrower and
     the Subsidiaries in the Equity Interests of the Borrower and the Subsidiary
     Guarantors; PROVIDED that any such Equity Interests held by a Loan Party
     shall be pledged pursuant to the Guarantee and Collateral Agreement
     (subject to the limitations applicable to voting stock of a Foreign
     Subsidiary referred to therein);

          (b) Permitted Investments;

          (c) loans or advances made by the Borrower to any Subsidiary Guarantor
     and made by any Subsidiary to Holdings, the Borrower or any Subsidiary
     Guarantor; PROVIDED that all related promissory notes (if any) shall be
     pledged to the Collateral Agent for the ratable benefit of the Secured
     Parties pursuant to the Guarantee and Collateral Agreement;

          (d) investments arising from transactions by the Borrower or its
     Subsidiaries with customers or suppliers in the ordinary course of
     business, including endorsements of negotiable instruments, debt
     obligations and other investments received in connection with the
     bankruptcy or reorganization of customers and suppliers and in settlement
     of delinquent obligations of, and other disputes with, customers or
     suppliers, arising in the ordinary course of business and in the exercise
     of the reasonable business judgment of such Borrower or such Subsidiary;

          (e) the Borrower and the Subsidiaries may make loans and advances in
     the ordinary course of business to their respective employees so long as
     the aggregate principal amount thereof at any time outstanding (determined
     without regard to any write-downs or write-offs of such loans and advances)
     shall not exceed $2,500,000;

          (f) the Borrower may enter into Hedging Agreements in the ordinary
     course of business that are not speculative in nature;



                                                                              73

          (g) the Borrower or any Subsidiary may acquire all or substantially
     all the assets of a person or line of business of such person, or not less
     than 100% of the Equity Interests of a person (any such person referred to
     herein as the "ACQUIRED ENTITY"); PROVIDED that

               (i) such acquisition was not preceded by an unsolicited tender
          offer for such Equity Interests by, or proxy contest initiated by,
          Holdings, the Borrower or any Subsidiary;

               (ii) the Acquired Entity shall be a going concern and shall be in
          a similar line of business as that of the Borrower and the
          Subsidiaries as conducted during the current and most recent calendar
          year;

               (iii) the Acquired Entity is located in the United States of
          America;

               (iv) any Management Services Agreement executed and delivered in
          connection with such acquisition shall provide that 100% of the net
          income of the Acquired Entity (determined in accordance GAAP or in a
          manner otherwise reasonably acceptable to the Administrative Agent) be
          payable to the Borrower or a Subsidiary Guarantor;

               (v) at the time of the execution and delivery of the definitive
          acquisition agreement relating to such acquisition, the Borrower shall
          have delivered to the Administrative Agent a compliance certificate
          signed by a Financial Officer of the Borrower (A) demonstrating Pro
          Forma Compliance (including, for purposes of this clause only, the
          Midpoint Amount of any Additional Seller Notes to be incurred in
          connection with such acquisition, in the calculation of Total Debt),
          (B) attaching a true and complete copy of any due diligence report
          provided to the board of directors of the Borrower with respect to
          such acquisition, (C) attaching a true and complete copy of the
          acquisition agreement (including all schedules, exhibits and
          attachments) for such acquisition, (D) certifying the Midpoint Amount
          of any Additional Seller Notes to be issued in connection with such
          acquisition, (E) affirming that the representations and warranties set
          forth in Article IV would be true and correct in all material respects
          as of such date and after giving effect to such acquisition (except to
          the extent such representations and warranties expressly relate to an
          earlier date) and (F) certifying that, at the date of such certificate
          and after giving effect to such acquisition, no Default or Event of
          Default shall have occurred and be continuing;

          (vi) on the date of such acquisition, the Borrower shall deliver to
     the Administrative Agent a compliance certificate signed by a Financial
     Officer of the Borrower (A) attaching a true and complete copy of any
     amendments or other modifications to the acquisition agreement (including
     all schedules, exhibits and attachments) for such acquisition, (B)
     certifying that such acquisition has been consummated, in all material
     respects, on the terms and conditions set forth in such



                                                                              74

     documentation and C) certifying that such acquisition constitutes a
     Permitted Acquisition;

          (vii) if the acquisition involves an interest in a partnership and a
     requirement that the Borrower or a Subsidiary be a general partner, the
     general partner shall be a special purpose Subsidiary of the Borrower;

          (viii) after giving effect to such acquisition, there must be at least
     $20,000,000 of unused and available Revolving Credit Commitments;

          (ix) the aggregate of the consideration paid in connection with such
     acquisition and all other acquisitions pursuant to this Section 6.04(g)
     (including any Indebtedness of the Acquired Entity that is repaid or
     assumed by the Borrower or any Subsidiary in connection with or immediately
     following such acquisition and the Midpoint Amount of any Additional Seller
     Notes issued in connection with such acquisition) shall not in the
     aggregate exceed $25,000,000 in the fiscal year ended December 31, 2003,
     and $22,500,000 in any fiscal year thereafter (provided that an amount
     equal to 50% of the unused aggregate amount of consideration permitted to
     be paid in any fiscal year pursuant to this Section 6.04(g) (excluding any
     amounts that were carried forward from the prior year) may be carried
     forward to the next succeeding fiscal year) or $125,000,000 in the
     aggregate;

          (x) any Indebtedness issued in connection with such acquisition shall
     be Additional Subordinated Debt or Additional Seller Notes;

          (xi) any Indebtedness issued or assumed in connection with such
     acquisition and all other acquisitions pursuant to this Section 6.04(g)
     shall not in the aggregate exceed 30% of the aggregate of the consideration
     paid in connection with such acquisition and all other acquisitions
     pursuant to this Section 6.04(g) (including all Indebtedness of the
     Acquired Entity that is assumed by the Borrower or any Subsidiary following
     such acquisition); and

          (xii) the Borrower shall comply, and shall cause the Acquired Entity
     to comply, with the applicable provisions of Section 5.09 and the Security
     Documents (any acquisition of an Acquired Entity meeting all the criteria
     of this Section 6.04(g) being referred to herein as a "PERMITTED
     ACQUISITION");

          (h) the Borrower may make investments in and loans and advances to a
     wholly owned Subsidiary established for the sole purpose of providing
     self-insurance benefits to the Borrower, the Subsidiaries and the
     Affiliated Practices in amounts equal to the actuarial self insurance
     requirements of the Borrower, the Subsidiaries and the Affiliated Practices
     and the general corporate overhead expenses of such captive insurance
     Subsidiary;

          (i) the Borrower may make payments, loans, advances to, and
     investments in, Consolidated Practices in the ordinary course of business
     and consistent with past



                                                                              75

     practice in satisfaction of its obligations under any Management Services
     Agreements; PROVIDED that any promissory notes evidencing any such loans or
     advances shall be pledged to the Collateral Agent for the ratable benefit
     of the Secured Parties pursuant to the Guarantee and Collateral Agreement;

          (j) investments consisting of non-cash consideration received in
     connection with a sale of assets permitted by Section 6.05; and

          (k) in addition to investments permitted by paragraphs (a) through (j)
     above, additional investments, loans and advances by the Borrower and the
     Subsidiaries (determined without regard to any write-downs or write-offs of
     such investments, loans and advances) not to exceed $15,000,000 at any time
     outstanding.

     SECTION 6.05. MERGERS, CONSOLIDATIONS, SALES OF ASSETS AND ACQUISITIONS.
(a) Merge into or consolidate with any other person, or permit any other person
to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or
substantially all of the assets (whether now owned or hereafter acquired) of the
Borrower or less than all the Equity Interests of any Subsidiary, or purchase,
lease or otherwise acquire (in one transaction or a series of transactions) all
or any substantial part of the assets of any other person, except that if at the
time thereof and immediately after giving effect thereto no Event of Default or
Default shall have occurred and be continuing (i) any wholly owned Subsidiary
may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (ii) any wholly owned Subsidiary may merge into or
consolidate with any other wholly owned Subsidiary in a transaction in which the
surviving entity is a wholly owned Subsidiary and no person other than the
Borrower or a wholly owned Subsidiary receives any consideration (provided that
if any party to any such transaction is a Loan Party, the surviving entity of
such transaction shall be a Loan Party), (iii) any Consolidated Practice may
merge into a wholly owned Subsidiary or another Consolidated Practice in a
transaction in which no person other than the Borrower or a wholly owned
Subsidiary receives any consideration (provided that if any party to such
transaction is a Loan Party, the surviving entity of such transaction shall be
a Loan Party), (iv) any Subsidiary may merge into any third party in any Asset
Sale permitted by Section 6.05(b) and (v) the Borrower and the Subsidiaries may
make Permitted Acquisitions.

     (b) Engage in any Asset Sale otherwise permitted under paragraph (a) above
unless (i) such Asset Sale is for consideration at least 75% of which is cash,
(ii) such consideration is at least equal to the fair market value of the assets
being sold, transferred, leased or disposed of and (iii) the fair market value
of all assets sold, transferred, leased or disposed of pursuant to this
paragraph (b) shall not exceed $5,000,000 in any fiscal year or $25,000,000 in
the aggregate.

     SECTION 6.06. RESTRICTED PAYMENTS; RESTRICTIVE AGREEMENTS. (a) Declare or
make, or agree to declare or make, directly or indirectly, any Restricted
Payment (including pursuant to any Synthetic Purchase Agreement), or incur any
obligation (contingent or otherwise) to do so; PROVIDED, HOWEVER, that

          (i) any Subsidiary may declare and pay dividends or make other
     distributions ratably to its equity holders;



                                                                              76

          (ii) so long as no Event of Default or Default shall have occurred and
     be continuing or would result therefrom, (A) Holdings, the Borrower and any
     of its Subsidiaries may repurchase or otherwise acquire Equity Interests of
     Holdings, the Borrower or any of its Subsidiaries (or make dividends to
     Holdings to consummate any such repurchase or other acquisition of Equity
     Interests) from current or former employees, consultants, directors or
     former directors of Holdings, the Borrower or any of its Subsidiaries (or
     permitted transferees of such persons), pursuant to the terms of the
     agreements (including employment agreements) or plans (or amendments
     thereto) approved by Holding's board of directors under which such
     individuals purchase or sell or are granted the option to purchase or sell
     such Equity Interests; PROVIDED, HOWEVER, that the aggregate amount of such
     repurchases and other acquisitions shall not exceed in any calendar year
     the lesser of (x) the sum of $500,000 and the aggregate amount of
     Restricted Payments permitted (but not made) in prior years pursuant to
     this clause (iii) and (y) $2,500,000 and (B) Holdings may repurchase or
     otherwise acquire its common stock from the Permitted Investors with the
     proceeds of sales or issuances of its common stock to management, employees
     or consultants of Holdings, the Borrower, the Subsidiaries or the Managed
     Practices; PROVIDED, HOWEVER, that the aggregate amount of any such
     repurchases or acquisitions shall not exceed $10,000,000 and such
     repurchases or acquisitions shall be completed within 120 days following
     the Closing Date;

          (iii) the Borrower may make Restricted Payments to Holdings to be used
     by Holdings solely to pay its franchise taxes and other fees required to
     maintain its corporate existence and to pay for general corporate and
     overhead expenses (including salaries and other compensation of employees)
     incurred by Holdings the ordinary course of its business, PROVIDED,
     HOWEVER, that such Restricted Payments shall not exceed $250,000 in any
     calendar year;

          (iv) the Borrower may make Restricted Payments to Holdings in an
     amount necessary to pay the Tax liabilities of Holdings directly
     attributable to (or arising as a result of) the operations of the Borrower
     and the Subsidiaries; PROVIDED, HOWEVER, that (A) the amount of such
     dividends shall not exceed the amount that the Borrower and the
     Subsidiaries would be required to pay in respect of Federal, State and
     local taxes were the Borrower and the Subsidiaries to pay such taxes as
     stand-alone taxpayers and (B) all Restricted Payments made to Holdings
     pursuant to this clause (iv) are used by Holdings for the purposes
     specified herein within 20 days of the receipt thereof;

          (v) the Borrower may make distributions in any fiscal year, beginning
     with the fiscal year ended December 31, 2004, in an amount not to exceed
     the Allowable Amount to Holdings so that Holdings may pay (A) regularly
     scheduled interest on the Holdings Subordinated Notes, when and as due, in
     an amount not to exceed 10% of the accreted value of the Holdings
     Subordinated Notes, (B) principal of any Holdings Subordinated Notes issued
     in lieu of cash interest on Holdings Subordinated Notes that was previously
     due but not paid and (C) Management Fees, in an amount not to exceed
     $1,000,000 in any fiscal year; PROVIDED, HOWEVER, that (1) no Default or
     Event of Default shall have occurred and be continuing at the time of any
     such payment or result therefrom, and (2)



                                                                              77

     the Borrower shall not make any payment pursuant to this clause (v) prior
     to the delivery of the financial statements and certificates required by
     Sections 5.04(a) and 5.04(d) for the preceding fiscal year;

          (vi) Holdings may repay the outstanding principal and accrued interest
     on the Holdings Subordinated Notes pursuant to Section 9.17; and

          (vii) payments to former stockholders of the Borrower in connection
     with the exercise of appraisal rights under applicable law.

     (b) Enter into, incur or permit to exist any agreement or other arrangement
that prohibits, restricts or imposes any condition upon (i) the ability of
Holdings, the Borrower or any Subsidiary to create, incur or permit to exist any
Lien upon any of its property or assets to secure the Obligations, or (ii) the
ability of any Subsidiary to pay dividends or other distributions with respect
to any of its Equity Interests or to make or repay loans or advances to the
Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or
any other Subsidiary; PROVIDED that (A) the foregoing shall not apply to
restrictions and conditions imposed by law or by any Loan Document, (B) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (C) clause (i) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (D) clause
(i) of the foregoing shall not apply to customary provisions in leases and other
contracts restricting the assignment thereof, (E) the foregoing shall not apply
to restrictions and conditions contained in agreements in effect on the Closing
Date and set forth or Schedule 6.06, (F) the foregoing shall not apply to
restrictions pursuant to Indebtedness of any person that becomes a Subsidiary
after the date hereof, PROVIDED that such Indebtedness exists at the time such
person becomes a Subsidiary and is not created in contemplation of or in
connection with such person becoming a Subsidiary, and (G) the foregoing shall
not apply to any restrictions or conditions imposed on any Consolidated Practice
by (and for the benefit of) the Borrower or any Subsidiary Guarantor.

     SECTION 6.07. TRANSACTIONS WITH AFFILIATES. Except for transactions by or
among Loan Parties or identified on Schedule 6.07, sell or transfer any property
or assets to, or purchase or acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except that (a)
the Borrower or any Subsidiary may engage in any of the foregoing transactions
in the ordinary course of business at prices and on terms and conditions not
less favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) dividends may be paid to
the extent provided in Section 6.06, (c) loans, investments and advances may be
made to the extent permitted by Sections 6.01 and 6.04, (d) the payment of
reasonable fees to directors of the Borrower or any Subsidiary who are not
employees of the Borrower or any Subsidiary, and compensation and employee
benefit arrangements paid to, and indemnity provided for the benefit of,
directors, officers or employees of the Borrower or its Subsidiaries in the
ordinary course of business, (e) any issuances of securities or other payments,
awards or grants in cash, securities or otherwise pursuant to, or the



                                                                              78

funding of, employment agreements, stock options and stock ownership plans
approved by the Borrower's board of directors and (f) the Borrower or any
Subsidiary may provide services to, and perform its other obligations under, any
Management Services Agreement with any Affiliated Practice.

     SECTION 6.08. BUSINESS OF HOLDINGS, BORROWER AND SUBSIDIARIES. (a) With
respect to Holdings, engage in any business activities or have any assets or
liabilities other than its ownership of the Equity Interests of the Borrower and
the Contingent Note Reserve and other assets and liabilities contemplated
hereunder and incidental thereto, including its liabilities under the Loan
Documents, the Subordinated Note Documents, the Holdings Subordinated Note
Documents, the Holdings Common Equity Documents and the Management Agreement.

     (b) With respect to the Borrower and its Subsidiaries, engage at any time
in any business or business activity other than the business currently conducted
by them and business activities reasonably incidental thereto.

     SECTION 6.09. OTHER INDEBTEDNESS AND AGREEMENTS. (a) Permit any waiver,
supplement, modification, amendment, termination or release of any indenture,
instrument or agreement in respect of any Contingent Notes or pursuant to which
any Material Indebtedness of Holdings, the Borrower or any of the Subsidiaries
is outstanding if the effect of such waiver, supplement, modification,
amendment, termination or release would materially increase the obligations of
the obligor or confer additional material rights on the holder of such
Indebtedness in a manner adverse to Holdings, the Borrower, any of the
Subsidiaries or the Lenders.

     (b) (i) Make any distribution, whether in cash, property, securities or a
combination thereof, other than regular scheduled payments of principal and
interest as and when due (to the extent not prohibited by applicable
subordination provisions), in respect of, or pay, or offer or commit to pay, or
directly or indirectly (including pursuant to any Synthetic Purchase Agreement)
redeem, repurchase, retire or otherwise acquire for consideration, or set apart
any sum for the aforesaid purposes, any subordinated Indebtedness, other than
any prepayment of the Contingent Notes permitted by Section 9.17 or any
prepayment of the Holdings Subordinated Notes permitted by Section 6.06(a)(v)(B)
or Section 9.17, (ii) pay in cash any amount in respect of any Indebtedness or
preferred Equity Interests that may at the obligor's option be paid in kind or
in other securities, or (iii) so long as cash or Permitted Investments are held
in the Contingent Note Reserve, use any other funds to pay any amount in respect
of any Contingent Notes.

     SECTION 6.10. CAPITAL EXPENDITURES. Permit the aggregate amount of Capital
Expenditures (excluding expenditures relating to the acquisition of fixed or
capital assets acquired in Permitted Acquisitions) made by the Borrower and the
Subsidiaries in any period set forth below to exceed the amount set forth below
for such period:



                     PERIOD                         AMOUNT
                     ------                         ------
                                              
   January 1, 2003 through December 31, 2003     $ 23,000,000
   January 1, 2004 through December 31, 2004     $ 20,000,000
   January 1, 2005 through December 31, 2005     $ 20,000,000
   January 1, 2006 through December 31, 2006     $ 20,000,000




                                                                              79

                                           
   January 1, 2007 through December 31, 2007     $ 20,000,000
   January 1, 2008 through December 31, 2008     $ 21,000,000
   January 1, 2009 through December 31, 2009     $ 23,000,000
   Each fiscal year thereafter                   $ 25,000,000

   

The amount of permitted Capital Expenditures set forth above in respect of any
fiscal year commencing with the fiscal year ending on December 31, 2004, shall
be increased (but not decreased) by (a) an amount equal to 50% of the unused
permitted Capital Expenditures for the immediately preceding fiscal year less
(b) an amount equal to unused Capital Expenditures carried forward to such
preceding fiscal year.

     SECTION 6.11. INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio
for any period of four consecutive fiscal quarters, in each case taken as one
accounting period, ending during any period set forth below to be less than the
ratio set forth opposite such date or period below:



   DATE OR PERIOD                                RATIO
                                              
   April 1, 2003 through September 30, 2003      2.00 to 1.00
   October 1, 2003 through December 31, 2003     2.10 to 1.00
   January 1, 2004 through March 31, 2004        2.20 to 1.00
   April 1, 2004 through June 30, 2004           2.30 to 1.00
   July 1, 2004 through September 30, 2004       2.35 to 1.00
   October 1, 2004 through December 31, 2004     2.40 to 1.00
   January 1, 2005 through March 31, 2005        2.50 to 1.00
   April 1, 2005 through June 30, 2005           2.60 to 1.00
   July 1, 2005 through September 30, 2005       2.70 to 1.00
   October 1, 2005 through December 31, 2005     2.80 to 1.00
   January 1, 2006 through March 31, 2006        2.90 to 1.00
   April 1, 2006 through June 30, 2006           3.00 to 1.00
   July 1, 2006 through September 30, 2006       3.15 to 1.00
   October 1, 2006 through December 31, 2006     3.25 to 1.00
   January 1, 2007 through March 31, 2007        3.35 to 1.00
   April 1, 2007 through June 30, 2007           3.45 to 1.00
   July 1, 2007 through September 30, 2007       3.65 to 1.00
   October 1, 2007 through December 31, 2007     3.75 to 1.00
   January 1, 2008 through March 31, 2008        3.85 to 1.00
   April 1, 2008 through June 30, 2008           3.95 to 1.00
   July 1, 2008 through September 30, 2008       4.15 to 1.00
   October 1, 2008 through December 31, 2008     4.25 to 1.00
   January 1, 2009 through March 31, 2009        4.35 to 1.00
   April 1, 2009 through June 30, 2009           4.45 to 1.00
   Thereafter                                    4.50 to 1.00


     SECTION 6.12. FIXED CHARGE COVERAGE RATIO. Permit the Fixed Charge Coverage
Ratio for any period of four consecutive fiscal quarters, in each case taken as
one accounting period,



                                                                              80

ending during any period set forth below to be the less than the ratio set forth
opposite such date or period below:



   Date or Period                                Ratio
   --------------                                -----
                                              
   April 1, 2003 through September 30, 2003      1.15 to 1.00
   October 1, 2003 through December 31, 2003     1.20 to 1.00
   January 1, 2004 through March 31, 2004        1.30 to 1.00
   April 1, 2004 through June 30, 2004           1.35 to 1.00
   July 1, 2004 through December 31, 2004        1.40 to 1.00
   January 1, 2005 through March 31, 2005        1.45 to 1.00
   April 1, 2005 through June 30, 2005           1.50 to 1.00
   July 1, 2005 through September 30, 2005       1.55 to 1.00
   October 1, 2005 through December 31, 2005     1.65 to 1.00
   January 1, 2006 through March 31, 2006        1.70 to 1.00
   April 1, 2006 through June 30, 2006           1.75 to 1.00
   July 1, 2006 through September 30, 2006       1.80 to 1.00
   October 1, 2006 through March 31, 2007        1.90 to 1.00
   April 1, 2007 through June 30, 2007           1.95 to 1.00
   July 1, 2007 through September 30, 2007       2.00 to 1.00
   October 1, 2007 through March 31, 2008        2.05 to 1.00
   April 1, 2008 through September 30, 2008      2.10 to 1.00
   Thereafter                                    2.15 to 1.00


     SECTION 6,13. MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio as of the
last day of any fiscal quarter ending during any period set forth below to be
greater than the ratio set forth opposite such period below:



   Date or Period                                Ratio
   --------------                                -----
                                              
   April 1, 2003 through September 30, 2003      5.25 to 1.00
   October 1, 2003 through December 31, 2003     5.15 to 1.00
   January 1, 2004 through March 31, 2004        4.95 to 1.00
   April 1, 2004 through June 30, 2004           4.65 to 1.00
   July 1, 2004 through September 30, 2004       4.55 to 1.00
   October 1, 2004 through December 31, 2004     4.45 to 1.00
   January 1, 2005 through March 31, 2005        4.40 to 1.00
   April 1, 2005 through June 30, 2005           4.00 to 1.00
   July 1, 2005 through September 30, 2005       3.85 to 1.00
   October 1,2005 through December 31,2005       3.75 to 1.00
   January 1, 2006 through March 31, 2006        3.70 to 1.00
   April 1, 2006 through June 30, 2006           3.35 to 1.00
   July 1, 2006 through September 30, 2006       3.30 to 1.00
   October 1, 2006 through December 31, 2006     3.20 to 1.00
   January 1, 2007 through March 31, 2007        3.10 to 1.00
   April 1, 2007 through June 30, 2007           2.80 to 1.00
   July 1, 2007 through September 30, 2007       2.75 to 1.00
   October 1, 2007 through December 31, 2007     2.70 to 1.00




                                                                              81

                                           
   January 1, 2008 through March 31, 2008        2.60 to 1.00
   April 1, 2008 through June 30, 2008           2.50 to 1.00
   July 1, 2008 through September 30, 2008       2.40 to 1.00
   October 1, 2008 through December 31, 2008     2.30 to 1.00
   January 1, 2009 through March 31, 2009        2.20 to 1.00
   April 1, 2009 through June 30, 2009           2.10 to 1.00
   Thereafter                                    2.00 to l.00

   

     SECTION 6.14. FISCAL YEAR. With respect to Holdings and the Borrower,
change their fiscal year-end to a date other than December 31.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

     In case of the happening of any of the following events ("Events of
Default"):

     (a) any representation or warranty made or deemed made in or in connection
with any Loan Document or the borrowings or issuances of Letters of Credit
hereunder, or any representation, warranty, statement or information contained
in any report, certificate, financial statement or other instrument furnished in
connection with or pursuant to any Loan Document, shall prove to have been false
or misleading in any material respect when so made, deemed made or furnished;

     (b) default shall be made in the payment of any principal of any Loan or
the reimbursement with respect to any L/C Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or by acceleration thereof or otherwise;

     (c) default shall be made in the payment of any interest on any Loan or any
Fee or L/C Disbursement or any other amount (other than an amount referred to in
(b) above) due under any Loan Document, when and as the same shall become due
and payable, and such default shall continue unremedied for a period of three
Business Days;

     (d) default shall be made in the due observance or performance by Holdings,
the Borrower or any Subsidiary of any covenant, condition or agreement contained
in Section 5.01(a) (with respect to Holdings or the Borrower), 5.05 or 5.08 or
in Article VI;

     (e) default shall be made in the due observance or performance by Holdings,
the Borrower or any Subsidiary of any covenant, condition or agreement contained
in any Loan Document (other than those specified in (b), (c) or (d) above) and
such default shall continue unremedied for a period of 20 days after notice
thereof from the Administrative Agent or any Lender to the Borrower;



                                                                              82

     (f) (i) Holdings, the Borrower or any Subsidiary shall (i) fail to pay any
principal or interest, regardless of amount, due in respect of any Material
Indebtedness, when and as the same shall become due and payable, after any
applicable grace period, or (ii) any other event or condition occurs that
results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (after the giving of notice, if required, or
the expiration of any applicable grace period) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
PROVIDED that this clause (ii) shall not apply to secured Indebtedness that
becomes due as a result of the voluntary sale or transfer of the property or
assets securing such Indebtedness;

     (g) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed in a court of competent jurisdiction seeking (i) relief in
respect of Holdings, the Borrower or any Material Subsidiary, or of a
substantial part of the property or assets of Holdings, the Borrower or a
Material Subsidiary, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
Holdings, the Borrower or any Material Subsidiary or for a substantial part of
the property or assets of Holdings, the Borrower or a Material Subsidiary or
(iii) the winding-up or liquidation of Holdings, the Borrower or any Material
Subsidiary; and such proceeding or petition shall continue undismissed for 60
days or an order or decree approving or ordering any of the foregoing shall be
entered;

     (h) Holdings, the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or File any petition seeking relief under Title 11 of
the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar law,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or the filing of any petition described in
(g) above, (iii) apply for or consent to the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for Holdings, the
Borrower or any Material Subsidiary or for a substantial part of the property or
assets of Holdings, the Borrower or any Material Subsidiary; (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors, (vi)
become unable, admit in writing its inability or fail generally to pay its debts
as they become due or (vii) take any action for the purpose of effecting any of
the foregoing;

     (i) one or more judgments for the payment of money in an aggregate amount
(in each case to the extent not paid or covered by insurance provided by a
carrier who has acknowledged coverage in writing and has the ability to perform)
in excess of $7,500,000 shall be rendered against Holdings, the Borrower, any
Subsidiary or any combination thereof and the same shall remain undischarged for
a period of 30 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of Holdings, the Borrower or any Subsidiary to enforce any
such judgment;



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     (j) an ERISA Event shall have occurred that, in the opinion of the Required
Lenders, when taken together with all other such ERISA Events, could reasonably
be expected to result in liability of the Borrower and its ERISA Affiliates in
an aggregate amount exceeding $7,500,000;

     (k) any Guarantee under the Guarantee and Collateral Agreement for any
reason shall cease to be in full force and effect (other than in accordance with
its terms), or any Guarantor shall deny in writing that it has any further
liability under the Guarantee and Collateral Agreement (other than as a result
of the discharge of such Guarantor in accordance with the terms of the Loan
Documents, including in connection with such Guarantor ceasing to be a
Subsidiary of the Borrower pursuant to a transaction permitted by Section 6,05);

     (l) any security interest purported to be created by any Security Document
shall cease to be, or shall be asserted by the Borrower or any other Loan Party
not to be, a valid, perfected, first priority (except as otherwise expressly
provided in this Agreement or such Security Document) security interest in the
securities, assets or properties covered thereby, except to the extent that any
such loss of perfection or priority results from the failure of the Collateral
Agent to maintain possession of certificates representing securities pledged
under the Pledge Agreement and except to the extent that such loss is covered by
a lender's title insurance policy and the related insurer promptly after such
loss shall have acknowledged in writing that such loss is covered by such title
insurance policy;

     (m) the Indebtedness under the Subordinated Notes, the Holdings
Subordinated Notes or the Additional Subordinated Debt or any Guarantees thereof
shall cease, for any reason, to be validly subordinated to the Obligations, as
provided in the Subordinated Note Documents, the Holdings Subordinated Note
Documents or the documents governing any Additional Subordinated Debt or any
Loan Party or any Affiliate of any Loan Party shall so assert; or

     (n) there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to Holdings or
the Borrower described in paragraph (g) or (h) above), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate forthwith the Commitments and (ii) declare the Loans then
outstanding to be forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower,
anything contained herein or in any other Loan Document to the contrary
notwithstanding; and in any event with respect to Holdings or the Borrower
described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other liabilities of the
Borrower accrued hereunder and under any other Loan Document, shall
automatically become due and payable, without presentment, demand, protest or
any other notice of any kind, all of which are hereby



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expressly waived by the Borrower, anything contained herein or in any other Loan
Document to the contrary notwithstanding.

                                  ARTICLE VIII

                THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

     Each of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent and the Collateral Agent (for purposes of this Article
VIII, the Administrative Agent and the Collateral Agent are referred to
collectively as the "Agents") its agent and authorizes the Agents to take such
actions on its behalf and to exercise such powers as are delegated to such Agent
by the terms of the Loan Documents, together with such actions and powers as are
reasonably incidental thereto. Without limiting the generality of the foregoing,
the Agents are hereby expressly authorized to execute any and all documents
(including releases) with respect to the Collateral and the rights of the
Secured Parties with respect thereto, as contemplated by and in accordance with
the provisions of this Agreement and the Security Documents.

     The bank serving as the Administrative Agent and/or the Collateral Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not an Agent, and
such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with Holdings, the Borrower or any
Subsidiary or other Affiliate thereof as if it were not an Agent hereunder.

     Neither Agent shall have any duties or obligations except those expressly
set forth in the Loan Documents. Without limiting the generality of the
foregoing, (a) neither Agent shall be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b)
neither Agent shall have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly
contemplated hereby that such Agent is required to exercise in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.08), and (c) except
as expressly set forth in the Loan Documents, neither Agent shall have any duty
to disclose, nor shall it be liable for the failure to disclose, any information
relating to Holdings, the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent and/or
Collateral Agent or any of its Affiliates in any capacity. Neither Agent shall
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.08) or in the absence of its own gross negligence or wilful misconduct.
Neither Agent shall be deemed to have knowledge of any Default unless and until
written notice thereof is given to such Agent by Holdings, the Borrower or a
Lender, and neither Agent shall be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth in any Loan Document, (iv) the



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validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to such Agent.

     Each Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper person. Each Agent may also rely
upon any statement made to it orally or by telephone and believed by it to have
been made by the proper person, and shall not incur any liability for relying
thereon. Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.

     Each Agent may perform any and all its duties and exercise its rights and
powers by or through any one or more sub-agents appointed by it. Each Agent and
any such sub-agent may perform any and all its duties and exercise its rights
and powers by or through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to
the Related Parties of each Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent.

     Subject to the appointment and acceptance of a successor Agent as provided
below, either Agent may resign at any time by notifying the Lenders, the Issuing
Bank and the Borrower. Upon any such resignation, the Required Lenders shall
have the right, with the consent of the Borrower (except during the continuance
of an Event of Default), not to be unreasonably withheld, to appoint a
successor. If no successor shall have been so appointed by the Required Lenders
and shall have accepted such appointment within 30 days after the retiring Agent
gives notice of its resignation, then the retiring Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After an Agent's
resignation hereunder, the provisions of this Article and Section 9.05 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while acting as Agent.

     Each Lender acknowledges that it has, independently and without reliance
upon the Agents or any other Lender and based on such documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender also acknowledges that it will, independently
and without reliance upon the Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based



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upon this Agreement or any other Loan Document, any related agreement or any
document furnished hereunder or thereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

     SECTION 9.01. NOTICES. Notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by fax, as follows:

     (a) if to the Borrower or Holdings, to it at 7289 Garden Road, Suite 200,
Riviera Beach, Florida 33404, Attention of Gregory A. Marsh (Fax No. (561)
841-8527);

     (b) if to the Administrative Agent, to Credit Suisse First Boston, Eleven
Madison Avenue, New York, NY 10010, Attention of Agency Group (Fax No. (212)
325-8304); and

     (c) if to a Lender, to it at its address (or fax number) set forth on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender
shall have become a party hereto.

All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 9.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this Section 9.01.

     SECTION 9.02. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Borrower or Holdings herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Lenders and the Issuing Bank and shall survive the
making by the Lenders of the Loans and the issuance of Letters of Credit by the
Issuing Bank, regardless of any investigation made by the Lenders or the Issuing
Bank or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any Fee or any other
amount payable under this Agreement or any other Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments
have not been terminated. The provisions of Sections 2.14, 2.16, 2.20 and 9.05
shall remain operative and in full force and effect regardless of the expiration
of the term of this Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration of the Commitments,
the expiration of any Letter of Credit, the invalidity or unenforceability of
any term or provision of this Agreement or any other Loan



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Document, or any investigation made by or on behalf of the Administrative Agent,
the Collateral Agent, any Lender or the Issuing Bank.

     SECTION 9.03. BINDING EFFECT. This Agreement shall become effective when it
shall have been executed by the Borrower, Holdings and the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto.

     SECTION 9.04. SUCCESSORS AND ASSIGNS. (a) Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of the Borrower, Holdings, the Administrative Agent,
the Collateral Agent, the Issuing Bank or the Lenders that are contained in this
Agreement shall bind and inure to the benefit of their respective successors and
assigns.

     (b) Each Lender may assign to one or more assignees all or a portion of its
interests, rights and obligations under this Agreement (including all or a
portion of its Commitments and the Loans at the time owing to it); PROVIDED,
HOWEVER, that (i) except in the case of an assignment (other than an assignment
of a Revolving Credit Commitment) to a Lender or an Affiliate or Related Fund of
a Lender, (x) the Borrower and the Administrative Agent (and, in the case of any
assignment of a Revolving Credit Commitment, the Issuing Bank and the Swingline
Lender) must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed); PROVIDED, HOWEVER, that the
consent of the Borrower shall not be required to any such assignment during the
continuance of any Event of Default, and (y) the amount of the Loan Commitment
of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $1,000,000 (or, if less, the
entire remaining amount of such Lender's Loan Commitment), (ii) the parties to
each such assignment shall (A) electronically execute and deliver to the
Administrative Agent an Assignment and Acceptance via an electronic settlement
system acceptable to the Administrative Agent (which initially shall be
ClearPar, LLC) or (B) if no such system shall be acceptable to the
Administrative Agent, manually execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$3,500 and (iii) the assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire and applicable tax forms.
Upon acceptance and recording pursuant to paragraph (e) of this Section 9.04,
from and after the effective date specified in each Assignment and Acceptance,
(A) the assignee thereunder shall be a party hereto and, to the extent of the
interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement and (B) the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.16, 2,20 and 9.05, as well as to any Fees accrued
for its account and not yet paid).



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     (c) By executing and delivering an Assignment and Acceptance, the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim and that its
Term Loan Commitment and Revolving Credit Commitment, and the outstanding
balances of its Term Loans and Revolving Loans, in each case without giving
effect to assignments thereof which have not become effective, are as set forth
in such Assignment and Acceptance, (ii) except as set forth in (i) above, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Loan Document or any other instrument or document furnished pursuant
hereto, or the financial condition of the Borrower or any Subsidiary or the
performance or observance by the Borrower or any Subsidiary of any of its
obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a copy of this
Agreement, together with copies of the most recent financial statements referred
to in Section 3.05(a) or delivered pursuant to Section 5.04 and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (v) such
assignee will independently and without reliance upon the Administrative Agent,
the Collateral Agent, such assigning Lender or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement; (vi) such assignee appoints and authorizes the Administrative
Agent and the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Administrative
Agent and the Collateral Agent, respectively, by the terms hereof, together with
such powers as are reasonably incidental thereto; and (vii) such assignee agrees
that it will perform in accordance with their terms all the obligations which by
the terms of this Agreement are required to be performed by it as a Lender.

     (d) The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive and the Borrower, the Administrative Agent, the Issuing Bank, the
Collateral Agent and the Lenders may treat each person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes
of this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Bank, the Collateral Agent
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

     (e) Upon its receipt of a duly completed Assignment and Acceptance executed
by an assigning Lender and an assignee, an Administrative Questionnaire
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder), if required, the processing



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and recordation fee referred to in paragraph (b) above, the applicable tax forms
completed in respect of the assignee (unless the assignee shall already be a
Lender hereunder) and, if required, the written consent of the Borrower, the
Swingline Lender, the Issuing Bank and the Administrative Agent to such
assignment, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders, the Issuing Bank and the
Swingline Lender. No assignment shall be effective unless it has been recorded
in the Register as provided in this paragraph (e).

     (f) Each Lender may without the consent of the Borrower, the Swingline
Lender, the Issuing Bank or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); PROVIDED, HOWEVER, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities shall be
entitled to the benefit of the cost protection provisions contained in Sections
2.14, 2.16 and 2.20 to the same extent as if they were Lenders (but, with
respect to any particular participant, to no greater extent than the Lender that
sold the participation to such participant) and (iv) the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to the Loans or L/C
Disbursements and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications or waivers
decreasing any fees payable hereunder or the amount of principal of or the rate
at which interest is payable on the Loans, extending any scheduled principal
payment date or date fixed for the payment of interest on the Loans, increasing
or extending the Commitments or releasing any Guarantor or all or substantially
all of the Collateral).

     (g) Any Lender or participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.04, disclose to the assignee or participant or proposed assignee or
participant any information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; PROVIDED that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or
participant or proposed assignee or participant shall execute an agreement
whereby such assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential information on
terms no less restrictive than those applicable to the Lenders pursuant to
Section 9.16.

     (h) Any Lender may (without the consent of the Borrower or the
Administrative Agent) at any time assign all or any portion of its rights under
this Agreement to secure extensions of credit to such Lender or in support of
obligations owed by such Lender (including, if such Lender is a fund that
invests in bank loans, to a trustee for holders of obligations owed, or
securities issued, by such fund); PROVIDED that no such assignment shall release
a Lender from any of its obligations hereunder or substitute any such assignee
for such Lender as a party hereto



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and any foreclosure or exercise of remedies by such assignee or trustee shall be
subject to the provisions of this Section 9.04 regarding assignments in all
respects.

     (i) Notwithstanding anything to the contrary contained herein, any Lender
(a "GRANTING LENDER") may grant to a special purpose funding vehicle (an "SPC"
identified as such in writing from time to time by the Granting Lender to the
Administrative Agent and the Borrower, the option to provide to the Borrower all
or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; PROVIDED that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 9.04, any SPC
may (i) with notice to, but without the prior written consent of, the Borrower
and the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or
to any financial institutions (consented to by the Borrower and Administrative
Agent) providing liquidity and/or credit support to or for the account of such
SPC to support the funding or maintenance of Loans and (ii) disclose on a
confidential basis any non-public information relating to its Loans to any
rating agency, commercial paper dealer or provider of any surety, guarantee or
credit or liquidity enhancement to such SPC.

     (j) Neither Holdings nor the Borrower shall assign or delegate any of its
rights or duties hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank and each Lender, and any attempted
assignment without such consent shall be null and void.

     (k) In the event that Standard & Poor's Ratings Service, Moody's Investors
Service, Inc., and Thompson's BankWatch (or InsuranceWatch Ratings Service, in
the case of Lenders that are insurance companies (or Best's Insurance Reports,
if such insurance company is not rated by Insurance Watch Ratings Service))
shall, after the date that any Lender becomes a Revolving Credit Lender,
downgrade the long-term certificate deposit ratings of such Lender, and the
resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a
Lender that is an insurance company (or B, in the case of an insurance company
not rated by Insurance Watch Ratings Service)), then the Issuing Bank shall have
the right, but not the obligation, at its own expense, upon notice to such
Lender and the Administrative Agent, to replace (or to request the Borrower to
use its reasonable efforts to replace) such Lender with an assignee (in
accordance with and subject to the restrictions contained in paragraph (b)
above), and such Lender hereby



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agrees to transfer and assign without recourse (in accordance with and subject
to the restrictions contained in paragraph (b) above) all its interests, rights
and obligations in respect of its Revolving Credit Commitment to such assignEE;
PROVIDED, HOWEVER, that (i) no such assignment shall conflict with any law, rule
and regulation or order of any Governmental Authority and (ii) the Issuing Bank
or such assignee, as the case may be, shall pay to such Lender in immediately
available funds on the date of such assignment the principal of and interest
accrued to the date of payment on the Loans made by such Lender hereunder and
all other amounts accrued for such Lender's account or owed to it hereunder.

     SECTION 9.05. EXPENSES; INDEMNITY. (a) The Borrower and Holdings agree,
jointly and severally, to pay all reasonable out-of-pocket expenses incurred by
the Administrative Agent, the Collateral Agent, the Issuing Bank and the
Swingline Lender in connection with the syndication of the credit facilities
provided for herein and the preparation and administration of this Agreement and
the other Loan Documents or in connection with any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
hereby or thereby contemplated shall be consummated) or incurred by the
Administrative Agent, the Collateral Agent or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit issued hereunder, including the fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Administrative Agent and the Collateral
Agent, and, in connection with any such enforcement or protection, the fees,
charges and disbursements of any other counsel for the Administrative Agent, the
Collateral Agent or any Lender.

     (b) The Borrower and Holdings agree, jointly and severally, to indemnify
the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank
and each Related Party of any of the foregoing persons (each such person being
called an "INDEMNITEE") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result
of (i) the execution or delivery of this Agreement or any other Loan Document or
any agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby, (ii) the use of
the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, or (iv) any actual or alleged
presence or Release of Hazardous Materials on any properly currently or formerly
owned or operated by the Borrower or any of the Subsidiaries, or any
Environmental Liability related in any way to the Borrower or the Subsidiaries;
PROVIDED that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

     (c) To the extent that Holdings and the Borrower fail to pay any amount
required to be paid by them to the Administrative Agent, the Collateral Agent,
the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay



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to the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender, as the case may be, such Lender's pro rata share (determined
as of the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; PROVIDED that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For
purposes hereof, a Lender's "pro rata share" shall be determined based upon its
share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term
Loans and unused Commitments at the time.

     (d) To the extent permitted by applicable law, neither Holdings nor the
Borrower shall assert, and each hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use
of the proceeds thereof.

     (e) Promptly after receipt by an Indemnitee under this Section 9.05 of
notice of any claim or the commencement of any action, the Indemnitee shall
notify Holdings and the Borrower in writing of the claim or the commencement of
that action; PROVIDED, HOWEVER, that the failure to notify Holdings and the
Borrower shall not relieve it from any liability which it may have under this
Section 9.05 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses or liability for fees
and expenses) by such failure; and, PROVIDED, FURTHER, that the failure to
notify Holdings and the Borrower shall not relieve it from any liability which
it may have to an Indemnitee otherwise than under this Section 9.05. If any such
claim or action shall be brought against an Indemnitee, and it shall notify
Holdings and the Borrower thereof, Holdings and the Borrower shall be entitled
to participate therein. It is understood that Holdings and the Borrower shall
not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges
of more than one separate firm of attorneys (in addition to any local counsel)
at any one time for all such Indemnitees, unless a bona fide conflict of
interest requires separate counsel for particular Indemnitees. Each Indemnitee,
as a condition of the indemnity agreements contained in this Section 9.05, shall
use all reasonable efforts to cooperate with Holdings and the Borrower in the
defense of any such action or claim. Holdings and the Borrower shall not be
liable for any settlement of any such action effected without its written
consent (which consent shall not be unreasonably withheld), but if settled with
its written consent or if there be a final judgment for the plaintiff in any
such action, Holdings and the Borrower agree to indemnify and hold harmless any
Indemnitee from and against any loss or liability by reason of such settlement
or judgment. Holdings and the Borrower shall not, without the prior written
consent of the Indemnitee (which consent shall not be unreasonably withheld),
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnitee is or could have been a party and indemnity could have been
sought hereunder by such Indemnitee unless such settlement includes an
unconditional release of such Indemnitee from all liability on claims that are
the subject matter of such proceeding.



                                                                              93

     (f) If any Indemnitee makes a claim pursuant to this Section 9.05 for
payment of fees or expenses, such fees or expenses shall be paid even if
Holdings or the Borrower reserves the right to dispute or does dispute whether
Section 9.05 requires the payment of such expenses; however, such Indemnitee
shall promptly refund such amount to the extent that there is a final judicial
or arbitral determination that such Indemnitee was not entitled to
indemnification or contribution rights with respect to such payment pursuant to
the express terms of this Section 9.05.

     (g) The provisions of this Section 9.05 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the expiration of the Commitments, the expiration of any Letter of
Credit, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, any Lender or the Issuing
Bank. All amounts due under this Section 9.05 shall be payable on written demand
therefor.

     SECTION 9.06. RIGHT OF SETOFF. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, except to the extent prohibited by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower or Holdings against any of and all the
obligations of the Borrower or Holdings now or hereafter existing under this
Agreement and other Loan Documents held by such Lender. The rights of each
Lender under this Section 9.06 are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

     SECTION 9.07. APPLICABLE LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN
DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF
CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDITS MOST RECENTLY PUBLISHED AND IN EFFECT, ON THE
DATE SUCH LETTER OF CREDIT WAS ISSUED, BY THE INTERNATIONAL CHAMBER OF COMMERCE
(THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS,
THE LAWS OF THE STATE OF NEW YORK.

     SECTION 9.08. WAIVERS; AMENDMENT. (a) No failure or delay of the
Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank in
exercising any power or right hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would



                                                                              94

otherwise have. No waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by the Borrower or any other Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on the Borrower or Holdings in any case shall entitle the Borrower or Holdings
to any other or further notice or demand in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered
into by the Borrower, Holdings and the Required Lenders; PROVIDED, HOWEVER, that
no such agreement shall (i) decrease the principal amount of, or extend the
maturity of or any scheduled principal payment date or date for the payment of
any interest on any Loan or any date for reimbursement of an L/C Disbursement,
or waive or excuse any such payment or any part thereof, or decrease the rate of
interest on any Loan or L/C Disbursement, without the prior written consent of
each Lender affected thereby, (ii) increase or extend the Commitment or decrease
or extend the date for payment of any Fees of any Lender without the prior
written consent of such Lender, (iii) amend or modify the pro rata requirements
of Section 2.17, the provisions of Section 9.04(j), the provisions of this
Section or release any Guarantor (except that no consent is required to permit
the termination of any Guarantee of any Guarantor that ceases to be a Subsidiary
pursuant to a transaction permitted pursuant to Section 6.05) or all or
substantially all of the Collateral, without the prior written consent of each
Lender, (iv) change the provisions of any Loan Document in a manner that by its
terms adversely affects the rights in respect of payments due to Lenders holding
Loans of one Class differently from the rights of Lenders holding Loans of any
other Class without the prior written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each adversely
affected Class, (v) modify the protections afforded to an SPC pursuant to the
provisions of Section 9.04(i) without the written consent of such SPC, (vi)
amend, modify or waive compliance by Holdings or the Borrower with the
provisions of Section 6.11, 6.12 or 6.13 (or with the provisions of Section
4.01, as it relates to an Event of Default following a breach of the provisions
of Section 6.11, 6.12 or 6.13) without the prior written consent of Revolving
Lenders holding a majority in interest of the Revolving Credit Commitments or
(vii) reduce the percentage contained in the definition of the term "Required
Lenders" (it being understood that with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in
the determination of the Required Lenders on substantially the same basis as the
Term Loan Commitments and Revolving Credit Commitments on the date hereof);
PROVIDED further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent, the Collateral Agent, the
Issuing Bank or the Swingline Lender hereunder or under any other Loan Document
without the prior written consent of the Administrative Agent, the Collateral
Agent, the Issuing Bank or the Swingline Lender.

     SECTION 9.09. INTEREST RATE LIMITATION. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or
participation in any L/C Disbursement, together with all fees, charges and other
amounts which are treated as interest on such Loan or participation in such L/C
Disbursement under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be



                                                                              95

contracted for, charged, taken, received or reserved by the Lender holding such
Loan or participation in accordance with applicable law, the rate of interest
payable in respect of such Loan or participation hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to
the extent lawful, the interest and Charges that would have been payable in
respect of such Loan or participation but were not payable as a result of the
operation of this Section 9.09 shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or participations or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Effective
Rate to the date of repayment, shall have been received by such Lender.

     SECTION 9.10. ENTIRE AGREEMENT. This Agreement, the Fee Letter and the
other Loan Documents constitute the entire contract between the parties relative
to the subject matter hereof. Any other previous agreement among the parties
with respect to the subject matter hereof is superseded by this Agreement and
the other Loan Documents. Nothing in this Agreement or in the other Loan
Documents, expressed or implied, is intended to confer upon any person (other
than the parties hereto and thereto, their respective successors and assigns
permitted hereunder (including any Affiliate of the Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Collateral Agent, the Issuing
Bank and the Lenders) any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Loan Documents.

     SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

     SECTION 9.12. SEVERABILITY. In the event any one or more of the provisions
contained in this Agreement or in any other Loan Document should be held
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction).
The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

     SECTION 9.13. COUNTERPARTS. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original



                                                                              96

but all of which when taken together shall constitute a single contract, and
shall become effective as provided in Section 9.03. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be as effective
as delivery of a manually signed counterpart of this Agreement.

     SECTION 9.14. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

     SECTION 9.15. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each party
to this Agreement hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such 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. Nothing in this Agreement shall affect any right that the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against the Borrower, Holdings or their respective
properties in the courts of any jurisdiction.

     (b) Each party to this Agreement hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which 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 or the other
Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     (c) Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 9.01. Nothing in this Agreement
will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.

     SECTION 9.16. CONFIDENTIALITY. (a) Each of the Administrative Agent, the
Collateral Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' officers, directors, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority or quasi-regulatory authority (such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (in which case the
Borrower shall be notified promptly thereof if permitted by applicable law), (d)
in connection with the exercise of any remedies hereunder or under the other
Loan Documents or any suit,



                                                                              97

action or proceeding relating to the enforcement of its rights hereunder or
thereunder, (e) subject to an agreement containing provisions substantially the
same as those of this Section 9.16, to (i) any actual or prospective assignee of
or participant in any of its rights or obligations under this Agreement and the
other Loan Documents or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower or any
Subsidiary or any of their respective obligations, (f) with the consent of the
Borrower or (g) to the extent such Information becomes publicly available other
than as a result of a breach of this Section 9.16. For the purposes of this
Section, "INFORMATION" shall mean all information received from or on behalf of
the Borrower or Holdings and related to the Borrower or Holdings or their
business, other than any such information that was available to the
Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to its disclosure by or on behalf of the Borrower or
Holdings. Any person required to maintain the confidentiality of Information as
provided in this Section 9.16 shall be considered to have complied with its
obligation to do so if such person has exercised the same degree of care to
maintain the confidentiality of such Information as such person would accord its
own confidential information, but in no event less than a reasonable degree of
care.

     (b) Notwithstanding anything herein to the contrary, any party to this
Agreement (and any employee, representative or other agent of such party) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions or other tax analyses) that
are provided to it relating to such tax treatment and tax structure, PROVIDED,
HOWEVER, that no party shall disclose any information relating to such tax
treatment or tax structure to the extent nondisclosure is necessary in order to
comply with applicable securities laws.

     SECTION 9.17. RELEASE OF CONTINGENT NOTE RESERVE. (a) Notwithstanding any
other provision of this Agreement, cash on deposit in the Contingent Note
Reserve shall be released to Holdings and shall be promptly contributed to the
Borrower in the form of common equity to enable the Borrower to pay regularly
scheduled principal of and interest on the Contingent Notes, when and as due, on
a Business Day specified by the Borrower (a "CONTINGENT NOTE PAYMENT DATE") in
an amount specified by the Borrower (a "CONTINGENT NOTE PAYMENT AMOUNT") upon
satisfaction of the following conditions precedent: (i) the Borrower shall have
given written notice to the Administrative Agent and the Collateral Agent at
least five Business Days prior to the Contingent Note Payment Date, specifying
the proposed Contingent Note Payment Date and the Contingent Note Payment
Amount; (ii) no Default or Event of Default shall have occurred and be
continuing as of the Contingent Note Payment Date; and (iii) the Borrower shall
have provided to the Administrative Agent and the Collateral Agent a
certificate, dated the Contingent Note Payment Date and executed on behalf of
the Borrower by a Financial Officer of the Borrower, (A) confirming (x) any cash
on deposit in the Contingent Note Reserve released pursuant to this Section
9.17(a) shall be used to make a regularly scheduled payment of principal of
and/or interest on the Contingent Notes in the Contingent Note Payment Amount
within five Business Days of the Contingent Note Payment Date and (y) the
satisfaction of the condition precedent set forth in clause (ii) above and (B)
specifying the number and location of the account to which the Contingent Note
Payment Amount is to be disbursed.



                                                                              98

     (b) Notwithstanding any other provision of this Agreement, any cash
interest earned on the cash and Permitted Investments held in Contingent Note
Reserve in accordance with the provisions of the Custody and Control Agreement
shall be released to Holdings to pay regularly scheduled interest on the
Holdings Subordinated Notes, when and as due, on a Business Day specified by the
Borrower (a "HOLDINGS INTEREST PAYMENT DATE") in an amount specified by the
Borrower (a "HOLDINGS INTEREST PAYMENT AMOUNT") upon satisfaction of the
following conditions precedent: (i) the Borrower shall have given written notice
to the Administrative Agent and the Collateral Agent at least five Business Days
prior to the Holdings Interest Payment Date, specifying the proposed Holdings
Interest Payment Date and the Holdings Interest Payment Amount; (ii) no Default
or Event of Default shall have occurred and be continuing as of the Holdings
Interest Payment Date; and (iii) the Borrower shall have provided to the
Administrative Agent and the Collateral Agent a certificate, dated the Holdings
Interest Payment Date and executed on behalf of the Borrower by a Financial
Officer of the Borrower, (A) confirming (x) any interest earnings on the
Contingent Note Reserve released pursuant to this Section 9.17(b) shall be used
to make a regularly scheduled payment of interest on the Holdings Subordinated
Notes in the Holdings Interest Payment Amount within five Business Days of the
Holdings Interest Payment Date and (y) the satisfaction of the condition
precedent set forth in clause (ii) above and (B) specifying the number and
location of the account to which the Holdings Interest Payment Amount is to be
disbursed.

     (c) Notwithstanding any other provision of this Agreement or the Guarantee
and Collateral Agreement, following the payment in full of all principal of and
interest on the Contingent Notes, the Lien on the Contingent Note Reserve
created pursuant to the Guarantee and Collateral Agreement shall be released,
without representation, warranty or recourse of any nature, on a Business Day
specified by the Borrower (the "RELEASE DATE") upon satisfaction of the
following conditions precedent: (i) the Borrower shall have given written notice
to the Administrative Agent and the Collateral Agent at least five Business Days
prior to the Release Date, specifying the proposed Release Date, (ii) no Default
or Event of Default shall have occurred and be continuing as of the Release
Date; and (iii) the Borrower shall have provided to the Administrative Agent and
the Collateral Agent a certificate, dated the Release Date and executed on
behalf of the Borrower by a Financial Officer of the Borrower, confirming (x)
that the Contingent Notes shall have been paid in full or otherwise expired and
of no further force and effect and (y) the satisfaction of the condition
precedent set forth in clause (ii) above. If the Leverage Ratio as of the
Release Date shall be greater than 3.00 to 1.00, any funds remaining in the
Contingent Note Reserve shall be released to Holdings and shall be contributed
to the Borrower in the form of common equity, and if the Leverage Ratio as of
the Release Date shall be less than or equal to 3.00 to 1.00, any funds
remaining in the Contingent Note Reserve shall be released to Holdings and may
be used by Holdings to repay or prepay the outstanding principal of and accrued
interest on the Holdings Subordinated Notes.

     (d) Notwithstanding any other provision of this Agreement or the Guarantee
and Collateral Agreement, if the Required Lenders consent to the prepayment of
any Contingent Note at a discount to the principal amount thereof, an amount of
cash on deposit in the Contingent Note Reserve shall be released to Holdings
(without representation, warranty or recourse of any nature, but free and clear
of the Lien created pursuant to the Guarantee and



                                                                              99

Collateral Agreement) and Holdings shall promptly contribute such funds to the
Borrower in the form of common equity to enable the Borrower to make such
prepayment.

     (e) Without limiting the provisions of Section 9.05, the Borrower shall
reimburse the Administrative Agent, the Collateral Agent and the Lenders upon
demand for all reasonable costs and expenses, including the reasonable fees,
charges and disbursements of counsel, incurred by any of them in connection with
any action contemplated by this Section 9.17.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                         AMERIPATH, INC.,

                                         by  /s/ Gregory A. Marsh
                                             -----------------------------------
                                             Name: Gregory A. Marsh
                                             Title: Chief Financial Officer

                                         AMERIPATH HOLDINGS, INC.,

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                         AMERIPATH, INC.,

                                         by
                                             -----------------------------------
                                             Name:
                                             Title:

                                         AMERIPATH HOLDINGS, INC.,

                                         by  /s/ D. Scot Mackecy
                                             -----------------------------------
                                             Name:  D. Scot Mackecy
                                             Title: Vice President



                                         CREDIT SUISSE FIRST BOSTON, acting
                                         through its Cayman Islands branch,
                                         individually and as Administrative
                                         Agent, Collateral Agent, Swingline
                                         Lender, and Issuing Bank

                                         by  /s/ Joseph Adipietro
                                             -----------------------------------
                                             Name:  JOSEPH ADIPIETRO
                                             Title: DIRECTOR

                                         by  /s/ Julia P. Kingsbury
                                             -----------------------------------
                                             Name:  JULIA P. KINGSBURY
                                             Title: VICE PRESIDENT



                                         DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,

                                         by  /s/ Diana F. Roife
                                             -----------------------------------
                                             Name:  Diana F. Roife
                                             Title: Vice President

                                         by  /s/ Scottye Lindsey
                                             -----------------------------------
                                             Name:  Scottye Lindsey
                                             Title: Vice President



                                         WACHOVIA BANK, NATIONAL ASSOCIATION

                                         by  /s/ Joyce Barry
                                             -----------------------------------
                                             Name:  Joyce Barry
                                             Title: Managing Director



                                         MERRILL LYNCH CAPITAL, a division of
                                         MERRILL LYNCH BUSINESS FINANCIAL
                                         SERVICES INC.

                                         by  /s/ Paula K. Berry
                                             -----------------------------------
                                             Name:  Paula K. Berry
                                             Title: Vice President

EX-10.4

                                                                    EXHIBIT 10.4

                                                                  EXECUTION COPY

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


                       GUARANTEE AND COLLATERAL AGREEMENT

                                   dated as of

                                 March 27, 2003,

                                      among

                                AMERIPATH, INC.,

                            AMERIPATH HOLDINGS, INC.,

                      the Subsidiaries of AMERIPATH, INC.,

                               identified herein,

                                       and

                           CREDIT SUISSE FIRST BOSTON,

                               as Collateral Agent


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



                                TABLE OF CONTENTS



                                                                                               Page
                                                                                               ----
                                                                                              
                                             ARTICLE I

                                            DEFINITIONS

SECTION 1.01. Credit Agreement....................................................................1
SECTION 1.02. Other Defined Terms.................................................................1

                                             ARTICLE II

                                             GUARANTEE

SECTION 2.01. Guarantee...........................................................................5
SECTION 2.02. Guarantee of Payment................................................................5
SECTION 2.03. No Limitations, Etc.................................................................5
SECTION 2.04. Reinstatement.......................................................................6
SECTION 2.05. Agreement To Pay; Subrogation.......................................................6
SECTION 2.06. Information.........................................................................7

                                            ARTICLE III

                                        PLEDGE OF SECURITIES

SECTION 3.01. Pledge..............................................................................7
SECTION 3.02. Delivery of the Pledged Collateral..................................................8
SECTION 3.03. Representations, Warranties and Covenants...........................................8
SECTION 3.04. Certification of Limited Liability Company Interests and Limited
               Partnership Interests..............................................................9
SECTION 3.05. Registration in Nominee Name; Denominations........................................10
SECTION 3.06. Voting Rights; Dividends and Interest, etc.........................................10

                                             ARTICLE IV

                              SECURITY INTERESTS IN PERSONAL PROPERTY

SECTION 4.01. Security Interest..................................................................12
SECTION 4.02. Representations and Warranties.....................................................14
SECTION 4.03. Covenants..........................................................................15
SECTION 4.04. Other Actions......................................................................18
SECTION 4.05. Covenants regarding Patent, Trademark and Copyright Collateral.....................21




                                                                               2

                                                                                              
                                             ARTICLE V

                                              REMEDIES

SECTION 5.01. Remedies upon Default..............................................................23
SECTION 5.02. Application of Proceeds............................................................24
SECTION 5.03. Grant of License to Use Intellectual Property......................................25
SECTION 5.04. Securities Act, etc................................................................25

                                             ARTICLE VI

                              INDEMNITY, SUBROGATION AND SUBORDINATION

SECTION 6.01. Indemnity and Subrogation..........................................................26
SECTION 6.02. Contribution and Subrogation.......................................................26
SECTION 6.03. Subordination......................................................................27

                                            ARTICLE VII

                                           MISCELLANEOUS

SECTION 7.01. Notices............................................................................27
SECTION 7.02. Security Interest Absolute.........................................................27
SECTION 7.03. Survival of Agreement..............................................................28
SECTION 7.04. Binding Effect; Several Agreement..................................................28
SECTION 7.05. Successors and Assigns.............................................................28
SECTION 7.06. Collateral Agent's Fees and Expenses; Indemnification..............................28
SECTION 7.07. Collateral Agent Appointed Attorney-in-Fact........................................29
SECTION 7.08. Applicable Law.....................................................................30
SECTION 7.09. Waivers; Amendment.................................................................30
SECTION 7.10. Waiver of Jury Trial...............................................................30
SECTION 7.11. Severability.......................................................................31
SECTION 7.12. Counterparts.......................................................................31
SECTION 7.13. Headings...........................................................................31
SECTION 7.14. Jurisdiction; Consent to Service of Process........................................31
SECTION 7.15. Termination or Release.............................................................32
SECTION 7.16. Additional Grantors................................................................33
SECTION 7.17. Right of Setoff....................................................................33





                                                                               3

SCHEDULES

Schedule I    Subsidiary Guarantors
Schedule II   Capital Stock; Debt Securities
Schedule III  Intellectual Property

EXHIBITS

Exhibit I     Form of Supplement
Exhibit II    Form of Perfection Certificate



                         GUARANTEE AND COLLATERAL AGREEMENT dated as of
                    March 27, 2003, among AMERIPATH, INC., a Delaware
                    corporation (the "BORROWER"), AMERIPATH HOLDINGS, INC., a
                    Delaware corporation ("HOLDINGS"), the Subsidiaries of the
                    Borrower identified herein and CREDIT SUISSE FIRST BOSTON
                    ("CSFB") as collateral agent (in such capacity, the
                    "COLLATERAL AGENT").

          Reference is made to the Credit Agreement dated as of March 27, 2003
(as amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"), among the Borrower, Holdings, the lenders from time to time party
thereto (the "LENDERS") and CSFB, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"). The Lenders have agreed to extend credit to the
Borrower pursuant to, and upon the terms and conditions specified in, the Credit
Agreement. The obligations of the Lenders to extend such credit to the Borrower
are conditioned upon, among other things, the execution and delivery of this
Agreement by Holdings, the Borrower and the Subsidiary Guarantors. Holdings and
the Subsidiary Guarantors are affiliates of the Borrower, will derive
substantial benefits from the extension of credit to the Borrower pursuant to
the Credit Agreement and are willing to execute and deliver this Agreement in
order to induce the Lenders to extend such credit. Accordingly, the parties
hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. CREDIT AGREEMENT. (a) Capitalized terms used in this
Agreement and not otherwise defined herein have the meanings specified in the
Credit Agreement. All terms defined in the New York UCC (as defined herein) and
not defined in this Agreement have the meanings specified therein; all
references to the Uniform Commercial Code shall mean the New York UCC; the term
"INSTRUMENT" shall have the meaning specified in Article 9 of the New York UCC.

          (b) The rules of construction specified in Section 1.02 of the Credit
Agreement also apply to this Agreement.

          SECTION 1.02. OTHER DEFINED TERMS. As used in this Agreement, the
following terms have the meanings specified below:

          "ACCOUNT DEBTOR" means any person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

          "ACCOUNTS RECEIVABLE" shall mean all Accounts and all right, title and
interest in any returned goods, together will all rights, titles, securities and
guarantees with respect thereto, including any rights to stoppage in transit,
replevin, reclamation and



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resales, and all related security interests, liens and pledges, whether
voluntary or involuntary, in each case whether now existing or owned or
hereafter arising or acquired.

          "ARTICLE 9 COLLATERAL" has the meaning assigned to such term in
Section 4.01.

          "COLLATERAL" means Article 9 Collateral and Pledged Collateral.

          "COPYRIGHT LICENSE" means any written agreement, now or hereafter in
effect, granting any right to any third party under any copyright now or
hereafter owned by any Grantor or that such Grantor otherwise has the right to
license, or granting any right to any Grantor under any copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.

          "COPYRIGHTS" means all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office (or
any successor office or any similar office in any other country), including
those listed on Schedule III.

          "CREDIT AGREEMENT" has the meaning assigned to such term in the
preliminary statement of this Agreement.

          "EQUITY INTERESTS" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity interests in any person, or any obligations
convertible into or exchangeable for, or giving any person a right, option or
warrant to acquire such equity interests or such convertible or exchangeable
obligations.

          "GENERAL INTANGIBLES" means all choses in action and causes of action
and all other intangible personal property of any Grantor of every kind and
nature (other than Accounts) now owned or hereafter acquired by any Grantor,
including all rights and interests in partnerships, limited partnerships,
limited liability companies and other unincorporated entities, corporate or
other business records, indemnification claims, contract rights (including
rights under leases, whether entered into as lessor or lessee, Hedging
Agreements and other agreements), Intellectual Property, goodwill,
registrations, franchises, tax refund claims and any letter of credit,
guarantee, claim, security interest or other security held by or granted to any
Grantor to secure payment by an Account Debtor of any of the Accounts.

          "GRANTORS" means Holdings, the Borrower and the Subsidiary Guarantors.

          "GUARANTORS" means Holdings and the Subsidiary Guarantors.



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          "INTELLECTUAL PROPERTY" means all intellectual and similar property of
any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to,
and books and records describing or used in connection with, any of the
foregoing.

          "LICENSE" means any Patent License, Trademark License, Copyright
License or other license or sublicense agreement to which any Grantor is a
party, including those listed on Schedule III.

          "LOAN DOCUMENT OBLIGATIONS" means (a) the due and punctual payment of
(i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding) on
the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, (ii) each payment required to be
made by the Borrower under the Credit Agreement in respect of any Letter of
Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower to any of the Secured
Parties under the Credit Agreement and each of the other Loan Documents,
including fees, costs, expenses and indemnities, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), (b)
the due and punctual performance of all other obligations of the Borrower under
or pursuant to the Credit Agreement and each of the other Loan Documents, and
(c) the due and punctual payment and performance of all the obligations of each
other Loan Party under or pursuant to this Agreement and each of the other Loan
Documents.

          "NEW YORK UCC" means the Uniform Commercial Code as from time to time
in effect in the State of New York.

          "OBLIGATIONS" means (a) the Loan Document Obligations and (b) the due
and punctual payment and performance of all obligations of each Loan Party under
each Hedging Agreement that (i) is in effect on the Closing Date with a
counterparty that is a Lender or an Affiliate of a Lender as of the Closing Date
or (ii) is entered into after the Closing Date with any counterparty that is a
Lender or an Affiliate of a Lender at the time such Hedging Agreement is entered
into.

          "PATENT LICENSE" means any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any invention
on which a patent, now or hereafter owned by any Grantor or that any Grantor
otherwise has the right to license, is in existence, or granting to any Grantor
any right to make, use or sell any



                                                                               4

invention on which a patent, now or hereafter owned by any third party, is in
existence, and all rights of any Grantor under any such agreement,

          "PATENTS" means all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or the equivalent
thereof in any other country, all registrations and recordings thereof, and all
applications for letters patent of the United States or the equivalent thereof
in any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office (or any successor
or any similar offices in any other country), including those listed on Schedule
III, and (b) all reissues, continuations, divisions, continuations-in-part,
renewals or extensions thereof, and the inventions disclosed or claimed therein,
including the right to make, use and/or sell the inventions disclosed or claimed
therein.

          "PERFECTION CERTIFICATE" means a certificate substantially in the form
of Exhibit II, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by two Financial Officers.

          "PLEDGED COLLATERAL" has the meaning assigned to such term in
Section 3.01.

          "PLEDGED DEBT SECURITIES" has the meaning assigned to such term in
Section 3.01.

          "PLEDGED SECURITIES" means any promissory notes, stock certificates or
other securities now or hereafter included in the Pledged Collateral, including
all certificates, instruments or other documents representing or evidencing any
Pledged Collateral.

          "PLEDGED STOCK" has the meaning assigned to such term in Section 3.01.

          "PROCEEDS" has the meaning specified in Section 9-102 of the New York
UCC.

          "SECURED PARTIES" means (a) the Lenders, (b) the Administrative Agent,
(c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to any
Hedging Agreement with a Loan Party that either (i) is in effect on the Closing
Date if such counterparty is a Lender or an Affiliate of a Lender as of the
Closing Date or (ii) is entered into after the Closing Date if such counterparty
is a Lender or an Affiliate of a Lender at the time such Hedging Agreement is
entered into, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document and (g) the successors and
assigns of each of the foregoing.

          "SECURITY INTEREST" has the meaning assigned to such term in
Section 4.01.

          "SUBSIDIARY GUARANTORS" means (a) the Subsidiaries identified on
Schedule I and (b) each other Subsidiary that becomes a party to this Agreement
as a Subsidiary Guarantor after the Closing Date.



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          "TRADEMARK LICENSE" means any written agreement, now or hereafter in
effect, granting to any third party any right to use any trademark now or
hereafter owned by any Grantor or that any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any trademark now or
hereafter owned by any third party, and all rights of any Grantor under any such
agreement.

          "TRADEMARKS" means all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names, trade
styles, trade dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office
(or any successor office) or any similar offices in any State of the United
States or any other country or any political subdivision thereof, and all
extensions or renewals thereof, including those listed on Schedule III, (b) all
goodwill associated therewith or symbolized thereby and (c) all other assets,
rights and interests that uniquely reflect or embody such goodwill.

                                   ARTICLE II

                                    GUARANTEE

          SECTION 2.01. GUARANTEE. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, the due and punctual payment and performance of the
Obligations. Each of the Guarantors further agrees that the Obligations may be
extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any
extension or renewal of any Obligation. Each of the Guarantors waives
presentment to, demand of payment from and protest to the Borrower or any other
Loan Party of any of the Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment.

          SECTION 2.02. GUARANTEE OF PAYMENT. Each of the Guarantors further
agrees that its guarantee hereunder constitutes a guarantee of payment when due
and not of collection, and waives any right to require that any resort be had by
the Collateral Agent or any other Secured Party to any security held for the
payment of the Obligations or to any balance of any deposit account or credit on
the books of the Collateral Agent or any other Secured Party in favor of the
Borrower or any other person.

          SECTION 2.03. NO LIMITATIONS, ETC. (a) Except for termination of a
Guarantor's obligations hereunder as expressly provided in Section 7.15, the
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the



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foregoing, the obligations of each Guarantor hereunder shall not be discharged
or impaired or otherwise affected by (i) the failure of the Collateral Agent or
any other Secured Party to assert any claim or demand or to enforce any right or
remedy under the provisions of any Loan Document or otherwise; (ii) any
rescission, waiver, amendment or modification of, or any release from any of the
terms or provisions of, any Loan Document or any other agreement, including with
respect to any other Guarantor under this Agreement; (iii) the release of any
security held by the Collateral Agent or any other Secured Party for the
Obligations or any of them; (iv) any default, failure or delay, wilful or
otherwise, in the performance of the Obligations; or (v) any other act or
omission that may or might in any manner or to any extent vary the risk of any
Guarantor or otherwise operate as a discharge of any Guarantor as a matter of
law or equity (other than the indefeasible payment in full in cash of all the
Obligations). Each Guarantor expressly authorizes the Collateral Agent to take
and hold security for the payment and performance of the Obligations, to
exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in its sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the
Obligations, all without affecting the obligations of any Guarantor hereunder.

          (b) To the fullest extent permitted by applicable law, each Guarantor
waives any defense based on or arising out of any defense of the Borrower or any
other Loan Party or the unenforceability of the Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower
or any other Loan Party, other than the indefeasible payment in full in cash of
all the Obligations. The Collateral Agent and the other Secured Parties may, at
their election, foreclose on any security held by one or more of them by one or
more judicial or nonjudicial sales, accept an assignment of any such security in
lieu of foreclosure, compromise or adjust any part of the Obligations, make any
other accommodation with the Borrower or any other Loan Party or exercise any
other right or remedy available to them against the Borrower or any other Loan
Party, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Obligations have been fully and indefeasibly
paid in full in cash. To the fullest extent permitted by applicable law, each
Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor
against the Borrower or any other Loan Party, as the case may be, or any
security.

          SECTION 2.04. REINSTATEMENT. Each of the Guarantors agrees that its
guarantee hereunder shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by the Collateral Agent or any other
Secured Party upon the bankruptcy or reorganization of the Borrower, any other
Loan Party or otherwise.

          SECTION 2.05. AGREEMENT TO PAY; SUBROGATION. In furtherance of the
foregoing and not in limitation of any other right that the Collateral Agent or
any other Secured Party has at law or in equity against any Guarantor by virtue
hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the



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same shall become due, whether at maturity, by acceleration after notice of
prepayment or otherwise, each Guarantor hereby promises to and will forthwith
pay, or cause to be paid, to the Collateral Agent for distribution to the
applicable Secured Parties in cash the amount of such unpaid Obligation. Upon
payment by any Guarantor of any sums to the Collateral Agent as provided above,
all rights of such Guarantor against the Borrower or any other Guarantor arising
as a result thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subject to Article VI.

          SECTION 2.06. INFORMATION. Each Guarantor assumes all responsibility
for being and keeping itself informed of the Borrower's and each other Loan
Party's financial condition and assets, and of all other circumstances bearing
upon the risk of nonpayment of the Obligations and the nature, scope and extent
of the risks that such Guarantor assumes and incurs hereunder, and agrees that
none of the Collateral Agent or the other Secured Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such
circumstances or risks.

                                   ARTICLE III

                              PLEDGE OF SECURITIES

          SECTION 3.01. PLEDGE. As security for the payment or performance, as
the case may be, in full of the Obligations, each Grantor hereby pledges to the
Collateral Agent, its successors and assigns, for the benefit of the Secured
Parties, and hereby grants to the Collateral Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest in, all of such
Grantor's right, title and interest in, to and under (a) Equity interests owned
by it and listed on Schedule II and any other Equity Interests obtained in the
future by such Grantor and the certificates representing all such Equity
Interests (the "PLEDGED STOCK"); PROVIDED that the Pledged Stock (x) shall not
include any Equity Interests which may not be pledged, assigned or otherwise
encumbered pursuant to applicable Federal, state or local laws, rules or
regulations related to the practice of medicine or the healthcare industry
generally and (y) shall not include more than 65% of the issued and outstanding
voting Equity Interests of any Foreign Subsidiary; (b)(i) the debt securities
listed opposite the name of such Grantor on Schedule II, (ii) any debt
securities in the future issued to such Grantor and (iii) the promissory notes
and any other instruments evidencing such debt securities (the "PLEDGED DEBT
SECURITIES"); (c) all other property that may be delivered to and held by the
Collateral Agent pursuant to the terms of this Section 3.01; (d) subject to
Section 3.06, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other Proceeds received in respect of, the securities referred to in
clauses (a) and (b) above; (e) subject to Section 3.06, all rights and
privileges of such Grantor with respect to the securities and other property
referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any
of the foregoing (the items referred to in clauses (a) through (f) above being
collectively referred to as the "PLEDGED COLLATERAL").



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          TO HAVE AND TO HOLD the Pledged Collateral, together with all right,
title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Collateral Agent, its successors and assigns, for the ratable
benefit of the Secured Parties, forever; SUBJECT, HOWEVER, to the terms,
covenants and conditions hereinafter set forth.

          SECTION 3.02. DELIVERY OF THE PLEDGED COLLATERAL. (a) Each Grantor
agrees promptly to deliver or cause to be delivered to the Collateral Agent any
and all Pledged Securities.

          (b) Each Grantor will cause any Indebtedness for borrowed money owed
to such Grantor by any person that is evidenced by a duly executed promissory
note to be pledged and delivered to the Collateral Agent pursuant to the terms
hereof.

          (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities
shall be accompanied by stock powers duly executed in blank or other instruments
of transfer reasonably satisfactory to the Collateral Agent and by such other
instruments and documents as the Collateral Agent may reasonably request and
(ii) all other property comprising part of the Pledged Collateral shall be
accompanied by proper instruments of assignment duly executed by the applicable
Grantor and such other instruments or documents as the Collateral Agent may
reasonably request. Each delivery of Pledged Securities shall be accompanied by
a schedule describing the securities, which schedule shall be attached hereto as
Schedule II and made a part hereof; PROVIDED that failure to attach any such
schedule hereto shall not affect the validity of such pledge of such Pledged
Securities. Each schedule so delivered shall supplement any prior schedules so
delivered.

          SECTION 3.03. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Grantors
jointly and severally represent, warrant and covenant to and with the Collateral
Agent, for the benefit of the Secured Parties, that:

               (a) Schedule II correctly sets forth the percentage of the issued
     and outstanding shares of each class of the Equity Interests of the issuer
     thereof represented by such Pledged Stock and includes all Equity
     Interests, debt securities and promissory notes required to be pledged
     hereunder;

               (b) the Pledged Stock and Pledged Debt Securities issued by the
     Borrower or any Subsidiary have been duly and validly authorized and issued
     by the issuers thereof and (i) in the case of Pledged Stock, are fully paid
     and nonassessable and (ii) in the case of Pledged Debt Securities, are
     legal, valid and binding obligations of the issuers thereof;

               (c) except for the security interests granted hereunder, each of
     the Grantors (i) is and, subject to any transfers made in compliance with
     the Credit Agreement, will continue to be the direct owner, beneficially
     and of record, of the Pledged Securities indicated on Schedule II as owned
     by such Grantor, (ii) holds the same free and clear of all Liens, (iii)
     will make no assignment, pledge, hypothecation or transfer of, or create or
     permit to exist any security interest in or



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     other Lien on, the Pledged Collateral, other than Liens created by this
     Agreement and transfers made in compliance with the Credit Agreement, and
     (iv) subject to Section 3.06, will cause any and all Pledged Collateral,
     whether for value paid by the Grantor or otherwise, to be forthwith
     deposited with the Collateral Agent and pledged or assigned hereunder;

               (d) except for restrictions and limitations imposed by the Loan
     Documents or securities laws generally, the Pledged Collateral is and will
     continue to be freely transferable and assignable, and none of the Pledged
     Collateral is or will be subject to any option, right of first refusal,
     shareholders agreement, charter or by-law provisions or contractual
     restriction of any nature that might prohibit, impair, delay or otherwise
     affect the pledge of such Pledged Collateral hereunder, the sale or
     disposition thereof pursuant hereto or the exercise by the Collateral Agent
     of rights and remedies hereunder;

               (e) each of the Grantors (i) has the power and authority to
     pledge the Pledged Collateral pledged by it hereunder in the manner hereby
     done or contemplated and (ii) will defend its title or interest thereto or
     therein against any and all Liens (other than the Lien created by this
     Agreement), however arising, of all persons whomsoever;

               (f) no consent or approval of any Governmental Authority, any
     securities exchange or any other person was or is necessary to the validity
     of the pledge effected hereby (other than such as have been obtained and
     are in full force and effect);

               (g) by virtue of the execution and delivery by the Grantors of
     this Agreement, when any Pledged Securities are delivered to the Collateral
     Agent in accordance with this Agreement, the Collateral Agent will obtain a
     legal, valid and perfected first priority lien upon and security interest
     in such Pledged Securities as security for the payment and performance of
     the Obligations; and

               (h) the pledge effected hereby is effective to vest in the
     Collateral Agent, for the benefit of the Secured Parties, the rights of the
     Collateral Agent in the Pledged Collateral as set forth herein.

          SECTION 3.04. CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS AND
LIMITED PARTNERSHIP INTERESTS. Each Grantor, jointly and severally, covenants
with the Collateral Agent, for the benefit of the Secured Parties, that

               (a) each interest in any limited liability company and limited
     partnership controlled by any Grantor as of the Closing Date shall not be
     represented by a certificate and shall not be assigned, pledged,
     hypothecated or transferred other than in compliance with the Credit
     Agreement; and

               (b) to the extent permitted by applicable law, each interest in
     any limited liability company and limited partnership controlled by any
     Grantor and acquired after the Closing Date and pledged hereunder shall be
     represented by a



                                                                              10

     certificate, shall be a "security" within the meaning of Article 8 of the
     New York UCC and shall be governed by Article 8 of the New York UCC;

PROVIDED, HOWEVER, that this Section 3.04 shall not apply to any Equity
Interests in limited liability companies or limited partnerships which may not
be pledged, assigned or otherwise encumbered pursuant to applicable Federal,
state or local laws, rules or regulations related to the practice of medicine or
the healthcare industry generally.

          SECTION 3.05. REGISTRATION IN NOMINEE NAME; DENOMINATIONS. The
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
sole and absolute discretion) to hold the Pledged Securities in its own name as
pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the
applicable Grantor, endorsed or assigned in blank or in favor of the Collateral
Agent. Each Grantor will promptly give to the Collateral Agent copies of any
notices or other communications received by it with respect to Pledged
Securities registered in the name of such Grantor. The Collateral Agent shall at
all times have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement.

          SECTION 3.06. VOTING RIGHTS; DIVIDENDS AND INTEREST, ETC. (a) Unless
and until an Event of Default shall have occurred and be continuing and the
Collateral Agent shall have given the Grantors notice of its intent to exercise
its rights under this Agreement (which shall be deemed immediately to have been
given in the case of any Event of Default with respect to Holdings or the
Borrower under paragraph (g) or (h) of Article VII of the Credit Agreement):

               (i)    Each Grantor shall be entitled to exercise any and all
          voting and/or other consensual rights and powers inuring to an owner
          of Pledged Securities or any part thereof for any purpose consistent
          with the terms of this Agreement, the Credit Agreement and the other
          Loan Documents; PROVIDED that such rights and powers shall not be
          exercised in any manner that could materially and adversely affect the
          rights inuring to a holder of any Pledged Securities or the rights and
          remedies of any of the Collateral Agent or the other Secured Parties
          under this Agreement or the Credit Agreement or any other Loan
          Document or the ability of the Secured Parties to exercise the same.

               (ii)   The Collateral Agent shall execute and deliver to each
          Grantor, or cause to be executed and delivered to such Grantor, all
          such proxies, powers of attorney and other instruments as such Grantor
          may reasonably request for the purpose of enabling such Grantor to
          exercise the voting and/or consensual rights and powers it is entitled
          to exercise pursuant to subparagraph (i) above.

               (iii)  Each Grantor shall be entitled to receive and retain any
          and all dividends, interest, principal and other distributions paid on
          or distributed in respect of the Pledged Securities to the extent and
          only to the extent that



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          such dividends, interest, principal and other distributions are
          permitted by, and otherwise paid or distributed in accordance with,
          the terms and conditions of the Credit Agreement, the other Loan
          Documents and applicable laws; PROVIDED that any noncash dividends,
          interest, principal or other distributions that would constitute
          Pledged Stock or Pledged Debt Securities, whether resulting from a
          subdivision, combination or reclassification of the outstanding Equity
          Interests of the issuer of any Pledged Securities or received in
          exchange for Pledged Securities or any part thereof, or in redemption
          thereof, or as a result of any merger, consolidation, acquisition or
          other exchange of assets to which such issuer may be a party or
          otherwise, shall be and become part of the Pledged Collateral, and, if
          received by any Grantor, shall not be commingled by such Grantor with
          any of its other funds or property but shall be held separate and
          apart therefrom, shall be held in trust for the benefit of the
          Collateral Agent and shall be forthwith delivered to the Collateral
          Agent in the same form as so received (with any necessary
          endorsement). This paragraph (iii) shall not apply to dividends among
          the Subsidiaries only of property subject to a perfected security
          interest under this Agreement; PROVIDED that the Borrower notifies the
          Collateral Agent in writing, specifically referring to this Section
          3.06 at the time of such dividend and takes any actions the Collateral
          Agent reasonably specifies to ensure the continuance of its perfected
          security interest in such property under this Agreement.

          (b) Upon the occurrence and during the continuance of an Event of
Default, after the Collateral Agent shall have notified (or shall be deemed to
have notified) the Grantors of its intent to exercise its rights under paragraph
(a)(iii) of this Section 3.06, then all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to
receive pursuant to paragraph (a)(iii) of this Section 3.06 shall cease, and all
such rights shall thereupon become vested in the Collateral Agent, which shall
have the sole and exclusive right and authority to receive and retain such
dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Grantor contrary to the
provisions of this Section 3.06 shall be held in trust for the benefit of the
Collateral Agent, shall be segregated from other property or funds of such
Grantor and shall be forthwith delivered to the Collateral Agent upon demand in
The same form as so received (with any necessary endorsement). Any and all money
and other property paid over to or received by the Collateral Agent pursuant to
the provisions of this paragraph (b) shall be retained by the Collateral Agent
in an account to be established by the Collateral Agent upon receipt of such
money or other property and shall be applied in accordance with the provisions
of Section 5.02. After all Events of Default have been cured or waived and the
applicable Grantor or Grantors have delivered to the Administrative Agent
certificates to that effect, the Collateral Agent shall, promptly after all such
Events of Default have been cured or waived, repay to each Grantor (without
interest) all dividends, interest, principal or other distributions that such
Grantor would otherwise be permitted to retain pursuant to the terms of
paragraph (a)(iii) of this Section 3.06 and that remain in such account.



                                                                              12

          (c) Upon the occurrence and during the continuance of an Event of
Default, after the Collateral Agent shall have notified (or shall be deemed to
have notified) the Grantors of its intent to exercise its rights under paragraph
(a)(i) of this Section 3.06, then all rights of any Grantor to exercise the
voting and consensual rights and powers it is entitled to exercise pursuant to
paragraph (a)(i) of this Section 3.06, and the obligations of the Collateral
Agent under paragraph (a)(ii) of this Section 3.06, shall cease, and all such
rights shall thereupon become vested in the Collateral Agent, which shall have
the sole and exclusive right and authority to exercise such voting and
consensual rights and powers; PROVIDED that, unless otherwise directed by the
Required Lenders, the Collateral Agent shall have the right from time to time
following and during the continuance of an Event of Default to permit the
Grantors to exercise such rights.

          (d) Any notice given by the Collateral Agent to the Grantors
exercising its rights under paragraph (a) of this Section 3.06 (i) may be given
by telephone if promptly confirmed in writing, (ii) may be given to one or more
of the Grantors at the same or different times and (iii) may suspend the rights
of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without
suspending all such rights (as specified by the Collateral Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Collateral
Agent's rights to give additional notices from time to time suspending other
rights so long as an Event of Default has occurred and is continuing.

                                   ARTICLE IV

                     SECURITY INTERESTS IN PERSONAL PROPERTY

          SECTION 4.01. SECURITY INTEREST. (a) As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
assigns and pledges for security purposes to the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, and
hereby grants to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, a security interest (the "SECURITY
INTEREST"), in all right, title or interest in or to any and all of the
following assets and properties now owned or at any time hereafter acquired by
such Grantor or in which such Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the "ARTICLE 9 COLLATERAL"):

               (i)    all Accounts;

               (ii)   all Chattel Paper;

               (iii)  all cash and deposit accounts;

               (iv)   the Contingent Note Reserve;

               (v)    all Documents;

               (vi)   all Equipment;

               (vii)  all General Intangibles;



                                                                              13

               (viii) all Instruments;

               (ix)   all Inventory;

               (x)    all Investment Property;

               (xi)   all Letter-of-credit rights;

               (xii)  all books and records pertaining to the Article 9
          Collateral; and

               (xiii) to the extent not otherwise included, all Proceeds and
          products of any and all of the foregoing and all collateral security
          and guarantees given by any person with respect to any of the
          foregoing.

Notwithstanding the foregoing, the Article 9 Collateral shall not include any
Equipment that is subject to a purchase money lien or capital lease permitted
under the Credit Agreement to the extent the documents relating to such purchase
money lien or capital lease would not permit such Equipment to be subject to the
Security Interests created hereby.

          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at
any time and from time to time to file in any relevant jurisdiction any initial
financing statements (including fixture filings) and amendments thereto that
contain the information required by Article 9 of the Uniform Commercial Code of
each applicable jurisdiction for the filing of any financing statement or
amendment, including (i) whether such Grantor is an organization, the type of
organization and any organizational identification number issued to such Grantor
and (ii) in the case of a financing statement filed as a fixture filing, a
sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Collateral Agent
promptly upon request.

          Each Grantor also ratifies its authorization for the Collateral Agent
to file in any relevant jurisdiction any initial financing statements or
amendments thereto if filed prior to the date hereof.

          The Collateral Agent is further authorized to file with the United
States Patent and Trademark Office or United States Copyright Office (or any
successor office or any similar office in any other country) or to file such
documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by
each Grantor, without the signature of any Grantor, and naming any Grantor or
the Grantors as debtors and the Collateral Agent as secured party.

          (c) The Security Interest is granted as security only and shall not
subject the Collateral Agent or any other Secured Party to, or in any way alter
or modify, any obligation or liability of any Grantor with respect to or arising
out of the Article 9 Collateral.



                                                                              14

          SECTION 4.02. REPRESENTATIONS AND WARRANTIES. The Grantors jointly and
severally represent and warrant to the Collateral Agent and the Secured Parties
that:

               (a) Each Grantor has good and valid rights in and title to the
     Article 9 Collateral with respect to which it has purported to grant a
     Security Interest hereunder and has full power and authority to grant to
     the Collateral Agent the Security Interest in such Article 9 Collateral
     pursuant hereto and to execute, deliver and perform its obligations in
     accordance with the terms of this Agreement, without the consent or
     approval of any other person other than any consent or approval that has
     been obtained.

               (b) The Perfection Certificate has been duly prepared, completed
     and executed and the information set forth therein, including (x) the exact
     legal name of such Grantor and (y) the jurisdiction of organization of such
     Grantor, is correct and complete in all material respects (except that the
     information referred to in the preceding clauses (x) and (y) shall not be
     subject to such materiality qualifier) as of the Closing Date. Uniform
     Commercial Code financing statements (including fixture filings, as
     applicable) or other appropriate filings, recordings or registrations
     containing a description of the Article 9 Collateral have been prepared by
     the Collateral Agent based upon the information provided to the
     Administrative Agent in the Perfection Certificate for filing in each
     governmental, municipal or other office specified in Schedule 2 to the
     Perfection Certificate (or specified by notice from the Borrower to the
     Administrative Agent after the Closing Date in the case of filings,
     recordings or registrations required by Section 5.06 or 5.09 of the Credit
     Agreement, which are all the filings, recordings and registrations (other
     than filings required to be made in the United States Patent and Trademark
     Office and the United States Copyright Office in order to perfect the
     Security Interest in Article 9 Collateral consisting of United States
     Patents, Trademarks and Copyrights) that are necessary as of the Closing
     Date to publish notice of and protect the validity of and to establish a
     legal, valid and perfected security interest in favor of the Collateral
     Agent (for the ratable benefit of the Secured Parties) in respect of all
     Article 9 Collateral in which the Security Interest may be perfected by
     filing, recording or registration in the United States (or any political
     subdivision thereof) and its territories and possessions, and no further or
     subsequent filing, refiling, recording, rerecording, registration or
     reregistration is necessary in any such jurisdiction, except as provided
     under applicable law with respect to the filing of continuation statements.
     Each Grantor represents and warrants that a fully executed agreement in the
     form hereof and containing a description of all Article 9 Collateral
     consisting of Intellectual Property with respect to United States Patents
     and United States registered Trademarks (and Trademarks for which United
     States registration applications are pending) and United States registered
     Copyrights have been delivered to the Collateral Agent for recording by the
     United States Patent and Trademark Office and the United States Copyright
     Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17
     U.S.C. Section 205 and the regulations thereunder, as applicable, and
     otherwise as may be required pursuant to the laws of any other necessary
     jurisdiction, to protect the validity of and to establish a legal, valid
     and perfected



                                                                              15

     security interest in favor of the Collateral Agent (for the ratable benefit
     of the Secured Parties) in respect of all Article 9 Collateral consisting
     of Patents, Trademarks and Copyrights in which a security interest may be
     perfected by filing, recording or registration in the United States (or any
     political subdivision thereof) and its territories and possessions, and no
     further or subsequent filing, refiling, recording, rerecording,
     registration or reregistration is necessary (other than such actions as are
     necessary to perfect the Security Interest with respect to any Article 9
     Collateral consisting of Patents, Trademarks and Copyrights (or
     registration or application for registration thereof) acquired or developed
     after the date hereof).

               (c) The Security Interest constitutes (i) a legal and valid
     security interest in all the Article 9 Collateral securing the payment and
     performance of the Obligations, (ii) subject to the filings described in
     Section 4.02(b), a perfected security interest in all Article 9 Collateral
     in which a security interest may be perfected by filing, recording or
     registering a financing statement or analogous document in the United
     States (or any political subdivision thereof) and its territories and
     possessions pursuant to the Uniform Commercial Code or other applicable law
     in such jurisdictions and (iii) a security interest that shall be perfected
     in all Article 9 Collateral in which a security interest may be perfected
     upon the receipt and recording of this Agreement with the United States
     Patent and Trademark Office and the United States Copyright Office, as
     applicable. The Security Interest is and shall be prior to any other Lien
     on any of the Article 9 Collateral, other than Liens permitted pursuant to
     Section 6.02 of the Credit Agreement.

               (d) The Article 9 Collateral is owned by the Grantors free and
     clear of any Lien, except for Liens expressly permitted pursuant to Section
     6.02 of the Credit Agreement. None of the Grantors has filed or consented
     to the filing of (i) any financing statement or analogous document under
     the Uniform Commercial Code or any other applicable laws covering any
     Article 9 Collateral, (ii) any assignment in which any Grantor assigns any
     Collateral or any security agreement or similar instrument covering any
     Article 9 Collateral with the United States Patent and Trademark Office or
     the United States Copyright Office or (iii) any assignment in which any
     Grantor assigns any Article 9 Collateral or any security agreement or
     similar instrument covering any Article 9 Collateral with any foreign
     governmental, municipal or other office, which financing statement or
     analogous document, assignment, security agreement or similar instrument is
     still in effect, except, in each case, for Liens expressly permitted
     pursuant to Section 6.02 of the Credit Agreement. None of the Grantors hold
     any commercial tort claim except as indicated on the Perfection
     Certificate.

          SECTION 4.03. COVENANTS. (a) Each Grantor agrees to maintain, at its
own cost and expense, such complete and accurate records with respect to the
Article 9 Collateral owned by it as is consistent with its current practices and
in accordance with such standard practices used in industries that are the same
as or similar to those in which such Grantor is engaged, but in any event to
include complete accounting records



                                                                              16

indicating all payments and proceeds received with respect to any part of the
Article 9 Collateral, and, at such time or times as the Collateral Agent may
reasonably request, promptly to prepare and deliver to the Collateral Agent a
duly certified schedule or schedules in form and detail reasonably satisfactory
to the Collateral Agent showing the identity, amount and location of any and all
Article 9 Collateral.

          (b) Each Grantor shall, at its own expense, take any and all actions
necessary to defend title to the Article 9 Collateral against all persons and to
defend the Security Interest of the Collateral Agent in the Article 9 Collateral
and the priority thereof against any Lien not expressly permitted pursuant to
Section 6.02 of the Credit Agreement. Nothing in this Agreement shall prevent
any Grantor from discontinuing the operation or maintenance of any of its assets
or properties if such discontinuance is, in the judgment of its board of
directors, desirable in the conduct of its business.

          (c) Each Grantor agrees, at its own expense, to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents
and take all such actions as the Collateral Agent may from time to time
reasonably request to better assure, preserve, protect and perfect the Security
Interest and the rights and remedies created hereby, including the payment of
any fees and Taxes required in connection with the execution and delivery of
this Agreement, the granting of the Security Interest and the filing of any
financing statements (including fixture filings) or other documents in
connection herewith or therewith. If any amount payable to any Grantor under or
in connection with any of the Article 9 Collateral shall be or become evidenced
by any promissory note or other instrument in excess of $200,000, such note or
instrument shall be promptly pledged and delivered to the Collateral Agent, duly
endorsed in a manner reasonably satisfactory to the Collateral Agent.

          Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by supplementing Schedule III or adding additional
schedules hereto to specifically identify any asset or item that may, in the
Collateral Agent's reasonable judgment, constitute Copyrights, Licenses, Patents
or Trademarks; PROVIDED that any Grantor shall have the right, exercisable
within 15 days after it has been notified by the Collateral Agent of the
specific identification of such Collateral, to advise the Collateral Agent in
writing of any material inaccuracy of the representations and warranties made by
such Grantor hereunder with respect to such Collateral. Each Grantor agrees that
it will use its commercially reasonable efforts to take such action as shall be
necessary in order that all representations and warranties hereunder shall be
true and correct in all material respects with respect to such Collateral within
35 days after the date it has been notified by the Collateral agent of the
specific identification of such Collateral.

          (d) The Collateral Agent and such persons as the Collateral Agent may
reasonably designate shall have the right, at the Grantors' own cost and
expense, to inspect the Article 9 Collateral, all records reasonably related
thereto (and to make extracts and copies from such records) and the premises
upon which any of the Article 9 Collateral is located, to discuss the Grantors'
affairs with the officers of the Grantors and



                                                                              17

their independent accountants and to verify under reasonable procedures, in
accordance with Section 5.07 of the Credit Agreement, the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including, in the case of Accounts or Article 9
Collateral in the possession of any third person, by contacting Account Debtors
only during the existence of a Default or the third person possessing such
Article 9 Collateral for the purpose of making such a verification. The
Collateral Agent shall have the absolute right to share any information it gains
from such inspection or verification with any Secured Party, PROVIDED that
Collateral Agent and each Secured Party shall maintain the confidentiality of
such information as provided in Section 9.16 of the Credit Agreement.

          (e) At its option, the Collateral Agent may discharge past due Taxes,
assessments, charges, fees, Liens, security interests or other encumbrances at
any time levied or placed on the Article 9 Collateral and not expressly
permitted pursuant to Section 6.02 of the Credit Agreement (other than taxes,
assessments and charges (i) the validity or the amount of which is being
contested in good faith by appropriate proceedings and such contest operates to
suspend collection of the contested obligation, tax, assessment or charge and
enforcement of a Lien and (ii) with respect to which the Borrower has set aside
on its books adequate reserves in accordance with GAAP), and may pay for the
maintenance and preservation of the Article 9 Collateral to the extent any
Grantor fails to do so as required by the Credit Agreement or this Agreement,
and each Grantor jointly and severally agrees to reimburse the Collateral Agent
on demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization; PROVIDED, HOWEVER, that nothing in this
paragraph shall be interpreted as excusing any Grantor from the performance of,
or imposing any obligation on the Collateral Agent or any Secured Party to cure
or perform, any covenants or other promises of any Grantor with respect to
Taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents.

          (f) If at any time any Grantor shall take a security interest in any
property of an Account Debtor or any other person to secure payment and
performance of an Account, such Grantor shall promptly assign such security
interest to the Collateral Agent. Such assignment need not be filed of public
record unless necessary to continue the perfected status of the security
interest against creditors of and transferees from the Account Debtor or other
person granting the security interest.

          (g) Each Grantor shall remain liable to observe and perform in all
material respects all the conditions and obligations to be observed and
performed by it under each contract, agreement or instrument relating to the
Article 9 Collateral, all in accordance with the terms and conditions thereof,
and each Grantor jointly and severally agrees to indemnity and hold harmless the
Collateral Agent and the Secured Parties from and against any and all liability
for such performance.

          (h) None of the Grantors shall make or permit to be made an
assignment, pledge or hypothecation of the Article 9 Collateral or shall grant
any other Lien in respect of the Article 9 Collateral, except as expressly
permitted by Section 6.02 of the Credit



                                                                              18

Agreement. None of the Grantors shall make or permit to be made any transfer of
the Article 9 Collateral and each Grantor shall remain at all times in
possession or otherwise in control of the Article 9 Collateral owned by it,
except as permitted by Section 6.02 of the Credit Agreement.

          (i) None of the Grantors will, without the Collateral Agent's prior
written consent, grant any extension of the time of payment of any Accounts
included in the Article 9 Collateral, compromise, compound or settle the same
for less than the full amount thereof, release, wholly or partly, any person
liable for the payment thereof or allow any credit or discount whatsoever
thereon, other than extensions, credits, discounts, compromises, compoundings or
settlements granted or made in the ordinary course of business and consistent
with its current practices and in accordance with such standard practice used in
industries that are the same as or similar to those in which such Grantor is
engaged.

          (j) Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and attorney-in-fact)
for the purpose, upon the occurrence and during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Article 9
Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect thereto. In the event that any Grantor at any time or times shall fail
to obtain or maintain any of the policies of insurance required under the Credit
Agreement or to pay any premium in whole or part relating thereto, the
Collateral Agent may, without waiving or releasing any obligation or liability
of the Grantors hereunder or any Event of Default, in its reasonable discretion,
obtain and maintain such policies of insurance and pay such premium and take any
other actions with respect thereto as the Collateral Agent deems advisable. All
sums disbursed by the Collateral Agent in connection with this paragraph,
including reasonable attorneys' fees, court costs, expenses and other charges
relating thereto, shall be payable, upon demand, by the Grantors to the
Collateral Agent and shall be additional Obligations secured hereby.

          (k) Each Grantor shall maintain, in form and manner reasonably
satisfactory to the Collateral Agent, records of its Chattel Paper and its
books, records and documents evidencing or pertaining thereto.

          SECTION 4.04. OTHER ACTIONS. In order to further insure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Collateral Agent's security interest in the Article 9
Collateral, each Grantor agrees, in each case at such Grantor's own expense, to
take the following actions with respect to the following Article 9 Collateral:

               (a) INSTRUMENTS. If any Grantor shall at any time hold or acquire
     any Instruments, such Grantor shall forthwith endorse, assign and deliver
     the same to the Collateral Agent, accompanied by such instruments of
     transfer or assignment duly executed in blank as the Collateral Agent may
     from time to time specify.



                                                                              19

               (b) DEPOSIT ACCOUNTS. For each deposit account that any Grantor
     at any time opens or maintains, such Grantor shall, either (i) cause the
     depositary bank to agree to comply at any time with instructions from the
     Collateral Agent to such depositary bank directing the disposition of funds
     from time to time credited to such deposit account, without further consent
     of such Grantor or any other person, pursuant to an agreement in form and
     substance reasonably satisfactory to the Collateral Agent and the Grantor,
     or (ii) arrange for the Collateral Agent to become the customer of the
     depositary bank with respect to the deposit account, with the Grantor being
     permitted, only with the consent of the Collateral Agent, to exercise
     rights to withdraw funds from such deposit account. The Collateral Agent
     agrees with each Grantor that the Collateral Agent shall not give any such
     instructions or withhold any withdrawal rights from any Grantor, unless an
     Event of Default has occurred and is continuing, or, after giving effect to
     any withdrawal would occur. The provisions of this paragraph shall not
     apply to (A) any deposit account for which any Grantor, the depositary bank
     and the Collateral Agent have entered into a cash collateral agreement
     specially negotiated among such Grantor, the depositary bank and the
     Collateral Agent for the specific purpose set forth therein, (B) deposit
     accounts for which the Collateral Agent is the depositary, (C) any deposit
     account opened or maintained by a Grantor other than the Borrower with a
     monthly average daily balance of less than $100,000 and (D) deposit
     accounts for the sole purpose of holding Restricted Cash in connection with
     self-insurance programs.

               (c) INVESTMENT PROPERTY. Except to the extent otherwise provided
     in Article III, if any Grantor shall at any time hold or acquire any
     certificated securities, such Grantor shall forthwith endorse, assign and
     deliver the same to the Collateral Agent, accompanied by such instruments
     of transfer or assignment duly executed in blank as the Collateral Agent
     may from time to time specify. If any securities now or hereafter acquired
     by any Grantor are uncertificated and are issued to such Grantor or its
     nominee directly by the issuer thereof, such Grantor shall immediately
     notify the Collateral Agent thereof and, at the Collateral Agent's request
     and option, pursuant to an agreement in form and substance reasonably
     satisfactory to the Collateral Agent, either (a) cause the issuer to agree
     to comply with instructions from the Collateral Agent as to such
     securities, without further consent of any Grantor or such nominee, or (b)
     arrange for the Collateral Agent to become the registered owner of the
     securities. If any securities, whether certificated or uncertificated, or
     other investment property now or hereafter acquired by any Grantor are held
     by such Grantor or its nominee through a securities intermediary or
     commodity intermediary, such Grantor shall immediately notify the
     Collateral Agent thereof and, at the Collateral Agent's request and option,
     pursuant to an agreement in form and substance reasonably satisfactory to
     the Collateral Agent, either (i) cause such securities intermediary or (as
     the case may be) commodity intermediary to agree to comply with entitlement
     orders or other instructions from the Collateral Agent to such securities
     intermediary as to such securities or other investment property, or (as the
     case may be) to apply any value distributed on account of any commodity
     contract as directed by the Collateral Agent to such commodity
     intermediary, in each case



                                                                              20

     without further consent of any Grantor or such nominee, or (ii) in the case
     of "financial assets" (within the meaning of Article 8 of the New York UCC
     and governed by Article 8 of the New York UCC) or other Investment Property
     held through a securities intermediary, arrange for the Collateral Agent to
     become the entitlement holder with respect to such investment property,
     with the Grantor being permitted, only with the consent of the Collateral
     Agent, to exercise rights to withdraw or otherwise deal with such
     investment property. The Collateral Agent agrees with each of the Grantors
     that the Collateral Agent shall not give any such entitlement orders or
     instructions or directions to any such issuer, securities intermediary or
     commodity intermediary, and shall not withhold its consent to the exercise
     of any withdrawal or dealing rights by any Grantor, unless an Event of
     Default has occurred and is continuing, or, after giving effect to any such
     investment and withdrawal rights would occur. The provisions of this
     paragraph shall not apply to any financial assets credited to a securities
     account for which the Collateral Agent is the securities intermediary.

               (d) ELECTRONIC CHATTEL PAPER AND TRANSFERABLE RECORDS. If any
     Grantor at any time holds or acquires an interest in any electronic chattel
     paper or any "TRANSFERABLE RECORD," as that term is defined in Section 201
     of the Federal Electronic Signatures in Global and National Commerce Act,
     or in Section 16 of the Uniform Electronic Transactions Act as in effect in
     any relevant jurisdiction, such Grantor shall promptly notify the
     Collateral Agent thereof and, at the request of the Collateral Agent, shall
     take such action as the Collateral Agent may reasonably request to vest in
     the Collateral Agent control under New York UCC Section 9-105 of such
     electronic chattel paper or control under Section 201 of the Federal
     Electronic Signatures in Global and National Commerce Act or, as the case
     may be, Section 16 of the Uniform Electronic Transactions Act, as so in
     effect in such jurisdiction, of such transferable record. The Collateral
     Agent agrees with such Grantor that the Collateral Agent will arrange,
     pursuant to procedures reasonably satisfactory to the Collateral Agent and
     so long as such procedures will not result in the Collateral Agent's loss
     of control, for the Grantor to make alterations to the electronic chattel
     paper or transferable record permitted under UCC Section 9-105 or, as the
     case may be, Section 201 of the Federal Electronic Signatures in Global and
     National Commerce Act or Section 16 of the Uniform Electronic Transactions
     Act for a party in control to allow without loss of control, unless an
     Event of Default has occurred and is continuing or would occur after taking
     into account any action by such Grantor with respect to such electronic
     chattel paper or transferable record.

               (e) LETTER-OF-CREDIT RIGHTS. If any Grantor is at any time a
     beneficiary under a letter of credit now or hereafter issued in favor of
     such Grantor, such Grantor shall promptly notify the Collateral Agent
     thereof and, at the request and option of the Collateral Agent, such
     Grantor shall, pursuant to an agreement in form and substance satisfactory
     to the Collateral Agent, either (i) arrange for the issuer and any
     confirmer of such letter of credit to consent to an assignment to the
     Collateral Agent of the proceeds of any drawing under the letter of credit
     or (ii) arrange for the Collateral Agent to become the transferee
     beneficiary of the



                                                                              21

     letter of credit, with the Collateral Agent agreeing, in each case, that
     the proceeds of any drawing under the letter of credit are to be paid to
     the applicable Grantor unless an Event of Default has occurred or is
     continuing.

               (f) COMMERCIAL TORT CLAIMS. If any Grantor shall at any time hold
     or acquire a commercial tort claim, the Grantor shall promptly notify the
     Collateral Agent thereof in a writing signed by such Grantor including a
     summary description of such claim and grant to the Collateral Agent in such
     writing a security interest therein and in the proceeds thereof, all upon
     the terms of this Agreement, with such writing to be in form and substance
     reasonably satisfactory to the Collateral Agent.

          SECTION 4.05. COVENANTS REGARDING PATENT, TRADEMARK AND COPYRIGHT
COLLATERAL. (a) Each Grantor agrees that it will not, and will not permit any of
its licensees to, do any act, or omit do to any act, whereby any Patent that is
material to the conduct of such Grantor's business could reasonably be expected
to become invalidated or dedicated to the public, and agrees that it shall
continue to mark any products covered by a Patent with the relevant patent
number as necessary and sufficient in its reasonable judgment to establish and
preserve its material rights under applicable patent laws.

          (b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) use commercially reasonable efforts
to maintain the quality of products and services offered under such Trademark,
(iii) display such Trademark with notice of Federal or foreign registration to
the extent necessary and sufficient in its reasonable judgment to establish and
preserve its material rights under applicable law and (iv) not knowingly use or
knowingly permit the use of such Trademark in material violation of any third
party rights.

          (c) Each Grantor (either itself or through its licensees or
sublicensees) will, for each work covered by a material Copyright, continue to
publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary and sufficient in its reasonable judgment to
establish and preserve its material rights under applicable copyright laws.

          (d) Each Grantor shall notify the Collateral Agent promptly if it
knows or becomes aware that any Patent, Trademark or Copyright material to the
conduct of its business could reasonably be expected to become abandoned, lost
or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or
development in, any proceeding in the United States Patent and Trademark Office,
United States Copyright Office or any court or similar office of any country)
regarding such Grantor's ownership of any Patent, Trademark or Copyright, its
right to register the same, or its right to keep and maintain the same.



                                                                              22

          (e) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark or
Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or any
office or agency in any political subdivision of the United States or in any
other country or any political subdivision thereof, unless it promptly informs
the Collateral Agent, and, upon request of the Collateral Agent, executes and
delivers any and all agreements, instruments, documents and papers as the
Collateral Agent may reasonably request to evidence the Collateral Agent's
security interest in such Patent, Trademark or Copyright, and each Grantor
hereby appoints the Collateral Agent as its attorney-in-fact to execute and file
such as reasonably necessary writings for the foregoing purposes, all acts of
such attorney being hereby ratified and confirmed; such power, being coupled
with an interest, is irrevocable.

          (f) Each Grantor will take all necessary steps that it deems
appropriate under the circumstances and are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the
United States or in any other country or any political subdivision thereof, to
maintain and pursue each material application relating to the Patents,
Trademarks and/or Copyrights (and to obtain the relevant grant or registration)
and to maintain each issued Patent and each registration of the Trademarks and
Copyrights that is material to the conduct of any Grantor's business, including
timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of maintenance fees, and, if consistent with good
business judgment, to initiate opposition, interference and cancelation
proceedings against third parties.

          (g) In the event that any Grantor knows or becomes aware that any
Article 9 Collateral consisting of a Patent, Trademark or Copyright material to
the conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Article 9 Collateral. Such Grantor may discontinue or settle any such suit or
other action if the Grantor deems such discontinuance or settlement to be
appropriate in its reasonable business judgment.

          (h) Upon the occurrence and during the continuance of an Event of
Default, each Grantor shall, at the request of the Collateral Agent, use its
commercially reasonable efforts to obtain all requisite consents or approvals by
the licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all such Grantor's right, title and interest thereunder
to the Collateral Agent or its designee.



                                                                              23

                                    ARTICLE V

                                    REMEDIES

          SECTION 5.01. REMEDIES UPON DEFAULT. Upon the occurrence and during
the continuance of an Event of Default, each Grantor agrees to deliver each item
of Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Article 9
Collateral consisting of Intellectual Property, on demand, to cause the Security
Interest to become an assignment, transfer and conveyance of any of or all such
Article 9 Collateral by the applicable Grantors to the Collateral Agent, or to
license or sublicense, whether general, special or otherwise, and whether on an
exclusive or nonexclusive basis, any such Article 9 Collateral throughout the
world on such terms and conditions and in such manner as the Collateral Agent
shall determine (other than in violation of any then-existing licensing
arrangements to the extent that waivers cannot be obtained), and (b) with or
without legal process and with or without prior notice or demand for
performance, to take possession of the Article 9 Collateral and without
liability for trespass to enter any premises where the Article 9 Collateral may
be located for the purpose of taking possession of or removing the Article 9
Collateral and, generally, to exercise any and all rights afforded to a secured
party under the Uniform Commercial Code or other applicable law. Without
limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral at a public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of any Grantor, and the Grantors hereby waive (to
the extent permitted by law) all rights of redemption, stay and appraisal which
such Grantor now has or may at any time in the future have under any rule of law
or statute now existing or hereafter enacted.

          The Collateral Agent shall give the applicable Grantors 10 days'
written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the New York UCC or its equivalent in other
jurisdictions) of the Collateral Agent's intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker's board or on a
securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held
at such time or times within ordinary business hours and at such place or places
as the Collateral Agent may fix and state in the notice (if any) of such sale.
At any such sale, the



                                                                              24

Collateral, or portion thereof, to be sold may be sold in one lot as an entirety
or in separate parcels, as the Collateral Agent may (in its sole and absolute
discretion) determine. The Collateral Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case any
sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Collateral so sold and, in case
of any such failure, such Collateral may be sold again upon like notice. At any
public (or, to the extent permitted by law, private) sale made pursuant to this
Section, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on
the part of any Grantor (all said rights being also hereby waived and released
to the extent permitted by law), the Collateral or any part thereof offered for
sale and may make payment on account thereof by using any claim then due and
payable to such Secured Party from any Grantor as a credit against the purchase
price, and such Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to any
Grantor therefor. For purposes hereof, a written agreement to purchase the
Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and no Grantor shall be entitled to the return of the Collateral or any portion
thereof subject thereto, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Obligations paid in full. As an alternative to exercising
the power of sale herein conferred upon it, the Collateral Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver. Any sale pursuant to the provisions of this Section
5.01 shall be deemed to conform to the commercially reasonable standards as
provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.

          SECTION 5.02. APPLICATION OF PROCEEDS. The Collateral Agent shall
apply the proceeds of any collection, sale, foreclosure or other realization
upon any Collateral, including any Collateral consisting of cash, as follows:

          FIRST, to the payment of all costs and expenses incurred by the
     Administrative Agent or the Collateral Agent (in their capacity as such
     hereunder or under any other Loan Document) in connection with such
     collection, sale, foreclosure or realization or otherwise in connection
     with this Agreement, any other Loan Document or any of the Obligations,
     including all court costs and the fees and expenses of its agents and legal
     counsel, the repayment of all advances made by the Administrative Agent
     hereunder or under any other Loan Document



                                                                              25

     on behalf of any Grantor and any other costs or expenses incurred in
     connection with the exercise of any right or remedy hereunder or under any
     other Loan Document;

          SECOND, to the payment in full of the Obligations (the amounts so
     applied to be distributed among the Secured Parties pro rata in accordance
     with the amounts of the Obligations owed to them on the date of any such
     distribution); and

          THIRD, to the Grantors, their successors or assigns, or as a court of
     competent jurisdiction may otherwise direct.

The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or balances in accordance with this
Agreement. Upon any sale of Collateral by the Collateral Agent (including
pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Collateral Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold
and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent
or such officer or be answerable in any way for the misapplication thereof.

          SECTION 5.03. GRANT OF LICENSE TO USE INTELLECTUAL PROPERTY. For the
purpose of enabling the Collateral Agent to exercise rights and remedies under
this Article at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, each Grantor hereby grants to the Collateral
Agent an irrevocable, nonexclusive license (exercisable without payment of
royalty or other compensation to the Grantors) to use, license or sublicense any
of the Article 9 Collateral consisting of Intellectual Property now owned or
hereafter acquired by such Grantor, and wherever the same may be located, and
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and
programs used for the compilation or printout thereof. The use of such license
by the Collateral Agent shall be exercised, at the option of the Collateral
Agent, only upon the occurrence and during the continuation of an Event of
Default; PROVIDED that any license, sublicense or other transaction entered into
by the Collateral Agent in accordance herewith shall be binding upon the
Grantors notwithstanding any subsequent cure of an Event of Default.

          SECTION 5.04. SECURITIES ACT, ETC. In view of the position of the
Grantors in relation to the Pledged Collateral, or because of other current or
future circumstances, a question may arise under the Securities Act of 1933, as
now or hereafter in effect, or any similar statute hereafter enacted analogous
in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the "FEDERAL SECURITIES LAWS") with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee
of any



                                                                              26

Pledged Collateral could dispose of the same. Similarly, there may be other
legal restrictions or limitations affecting the Collateral Agent in any attempt
to dispose of all or part of the Pledged Collateral under applicable Blue Sky or
other state securities laws or similar laws analogous in purpose or effect. Each
Grantor recognizes that in light of such restrictions and limitations the
Collateral Agent may, with respect to any sale of the Pledged Collateral, limit
the purchasers to those who will agree, among other things, to acquire such
Pledged Collateral for their own account, for investment, and not with a view to
the distribution or resale thereof. Each Grantor acknowledges and agrees that in
light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws and (b) may
approach and negotiate with a single potential purchaser to effect such sale.
Each Grantor acknowledges and agrees that any such sale might result in prices
and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, the Collateral
Agent shall incur no responsibility or liability for selling all or any part of
the Pledged Collateral at a price that the Collateral Agent, in its sole and
absolute discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
5.04 will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.

                                   ARTICLE VI

                    INDEMNITY, SUBROGATION AND SUBORDINATION

          SECTION 6.01. INDEMNITY AND SUBROGATION. In addition to all such
rights of indemnity and subrogation as the Guarantors may have under applicable
law (but subject to Section 6.03), the Borrower agrees that (a) in the event a
payment shall be made by any Guarantor under this Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the person to whom such payment shall have
been made to the extent of such payment and (b) in the event any assets of any
Guarantor shall be sold pursuant to this Agreement or any other Security
Document to satisfy in whole or in part a claim of any Secured Party, the
Borrower shall indemnify such Guarantor in an amount equal to the greater of the
book value or the fair market value of the assets so sold.

          SECTION 6.02. CONTRIBUTION AND SUBROGATION. Each Guarantor (a
"CONTRIBUTING GUARANTOR" agrees (subject to Section 6.03) that, in the event a
payment shall be made by any other Guarantor hereunder in respect of any
Obligation or assets of any other Guarantor shall be sold pursuant to any
Security Document to satisfy any Obligation owed to any Secured Party and such
other Guarantor (the "CLAIMING GUARANTOR") shall not have been fully indemnified
by the Borrower as provided in Section 6.01, the Contributing Guarantor shall
indemnify the Claiming Guarantor in an amount equal to the amount of such
payment or the greater of the book value or the fair



                                                                              27

market value of such assets, as the case may be, in each case multiplied by a
fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 7.16, the date of the Supplement
hereto executed and delivered by such Guarantor). Any Contributing Guarantor
making any payment to a Claiming Guarantor pursuant to this Section 6.02 shall
be subrogated to the rights of such Claiming Guarantor under Section 6.01 to the
extent of such payment.

          SECTION 6.03. SUBORDINATION. (a) Notwithstanding any provision of this
Agreement to the contrary, all rights of the Guarantors under Sections 6.01 and
6.02 and all other rights of indemnity, contribution or subrogation under
applicable law or otherwise shall be fully subordinated to the indefeasible
payment in full in cash of the Obligations. No failure on the part of the
Borrower or any Guarantor to make the payments required by Sections 6.01 and
6.02 (or any other payments required under applicable law or otherwise) shall in
any respect limit the obligations and liabilities of any Guarantor with respect
to its obligations hereunder, and each Guarantor shall remain liable for the
full amount of the obligations of such Guarantor hereunder.

          (b) Each of the Borrower and the Subsidiary Guarantors hereby agrees
that all Indebtedness and other monetary obligations owed by it to the Borrower
or any Subsidiary shall be fully subordinated to the indefeasible payment in
full in cash of the Obligations.

                                   ARTICLE VII

                                  MISCELLANEOUS

          SECTION 7.01. NOTICES. All communications and notices hereunder shall
(except as otherwise expressly permitted herein) be in writing and given as
provided in Section 9.01 of the Credit Agreement. All communications and notices
hereunder to any Subsidiary Guarantor shall be given to it in care of the
Borrower as provided in Section 9.01 of the Credit Agreement.

          SECTION 7.02. SECURITY INTEREST ABSOLUTE. All rights of the Collateral
Agent hereunder, the Security Interest, the grant of a security interest in the
Pledged Collateral and all obligations of each Grantor hereunder shall be
absolute and unconditional irrespective of (a) any lack of validity or
enforceability of the Credit Agreement, any other Loan Document, any agreement
with respect to any of the Obligations or any other agreement or instrument
relating to any of the foregoing, (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any
exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any
other circumstance that



                                                                              28

might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Obligations or this Agreement.

          SECTION 7.03. SURVIVAL OF AGREEMENT. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments prepared or delivered in connection
with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of the Loan Documents and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Collateral Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended under the Credit Agreement, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under any Loan Document is outstanding and
unpaid or the Aggregate L/C Exposure does not equal zero and so long as the
Commitments have not expired or terminated.

          SECTION 7.04. BINDING EFFECT; SEVERAL AGREEMENT. This Agreement shall
become effective as to any Loan Party when a counterpart hereof executed on
behalf of such Loan Party shall have been delivered to the Collateral Agent and
a counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Loan Party and the Collateral Agent
and their respective permitted successors and assigns, and shall inure to the
benefit of such Loan Party, the Collateral Agent and the other Secured Parties
and their respective successors and assigns, except that no Loan Party shall
have the right to assign or transfer its rights or obligations hereunder or any
interest herein or in the Collateral (and any such assignment or transfer shall
be void) except as expressly contemplated by this Agreement or the Credit
Agreement. This Agreement shall be construed as a separate agreement with
respect to each Loan Party and may be amended, modified, supplemented, waived or
released with respect to any Loan Party without the approval of any other Loan
Party and without affecting the obligations of any other Loan Party hereunder.

          SECTION 7.05. SUCCESSORS AND ASSIGNS. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the permitted successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any Grantor or the Collateral Agent that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

          SECTION 7.06. COLLATERAL AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(a) The parties hereto agree that the Collateral Agent shall be entitled to
reimbursement of its expense incurred hereunder as provided in Section 9.05 of
the Credit Agreement.

          (b) Without limitation of its indemnification obligations under the
other Loan Documents, each Grantor jointly and severally agrees to indemnify the
Collateral Agent and the other Indemnitees (as defined in Section 9.05 of the
Credit Agreement)



                                                                              29

against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related out of pocket expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in any way
connected with, or as a result of, the execution, delivery or performance of
this Agreement or any agreement or instrument contemplated hereby or any claim,
litigation, investigation or proceeding relating to any of the foregoing
agreement or instrument contemplated hereby or thereby, or to the Collateral,
whether or not any Indemnitee is a party thereto; PROVIDED that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee.

          (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Collateral Agent or any other Secured Party. All amounts due under
this Section 7.06 shall be payable on written demand therefor and shall bear
interest at the rate specified in Section 2.06 of the Credit Agreement.

          SECTION 7.07. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. Each
Grantor hereby appoints the Collateral Agent the attorney-in-fact of such
Grantor for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instrument that the Collateral Agent may
deem necessary or advisable to accomplish the purposes hereof, which appointment
is irrevocable and coupled with an interest. Without limiting the generality of
the foregoing, the Collateral Agent shall have the right, upon the occurrence
and during the continuance of an Event of Default, with full power of
substitution either in the Collateral Agent's name or in the name of such
Grantor (a) to receive, endorse, assign and/or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Collateral or any part thereof; (b) to demand, collect, receive payment
of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading
relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; (g) to notify, or to require any Grantor to notify,
Account Debtors to make payment directly to the Collateral Agent; and (h) to
use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; PROVIDED,



                                                                              30

that nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or
file any claim or notice, or to take any action with respect to the Collateral
or any part thereof or the moneys due or to become due in respect thereof or any
property covered thereby. The Collateral Agent and the other Secured Parties
shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them herein, and neither they nor their
officers, directors, employees or agents shall be responsible to any Grantor for
any act or failure to act hereunder, except for their own gross negligence or
wilful misconduct.

          SECTION 7.08. APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

          SECTION 7.09. WAIVERS; AMENDMENT. (a) No failure or delay by the
Collateral Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Collateral Agent, any Lender or the Issuing
Bank may have had notice or knowledge of such Default at the time. No notice or
demand on any Loan Party in any case shall entitle any Loan Party to any other
or further notice or demand in similar or other circumstances.

          (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Collateral Agent and the Loan Party or Loan Parties with
respect to which such waiver, amendment or modification is to apply, subject to
any consent required in accordance with Section 9.08 of the Credit Agreement.

          SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY



                                                                              31

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

          SECTION 7.11. SEVERABILITY. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby (it being understood that
the invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

          SECTION 7.12. COUNTERPARTS. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original but all of which when taken together shall
constitute a single contract, and shall become effective as provided in Section
7.04. Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

          SECTION 7.13. HEADINGS. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

          SECTION 7.14. JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) Each of
the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or Federal court of the United States of America, sitting in New York City, and
any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or any other Loan Document, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such 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. Nothing in this Agreement or any other Loan Document shall
affect any right that the Collateral Agent, the Issuing Bank, any Lender or any
Loan Party may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document in the courts of any jurisdiction.



                                                                              32

          (b) Each of the parties hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which 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 or any other
Loan Document in any court referred to in paragraph (a) of this Section. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

          (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 7.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 7.15. TERMINATION OR RELEASE. (a) This Agreement, the
Guarantees, the Security Interest and all other security interests granted
hereby shall terminate when all the Loan Document Obligations (other than wholly
contingent indemnification obligations) then due and owing have been
indefeasibly paid in full and the Lenders have no further commitment to lend
under the Credit Agreement, the Aggregate L/C Exposure has been reduced to zero
and the Issuing Bank has no further obligations to issue Letters of Credit under
the Credit Agreement.

          (b) A Subsidiary Guarantor shall automatically be released from its
obligations hereunder and the Security Interest in the Collateral of such
Subsidiary Guarantor shall be automatically released upon the consummation of
any transaction permitted by the Credit Agreement as a result of which such
Subsidiary Guarantor ceases to be a Subsidiary of the Borrower.

          (c) Upon any sale or other transfer by any Grantor of any Collateral
that is permitted under the Credit Agreement to any person that is not the
Borrower or a Guarantor, or, upon the effectiveness of any written consent to
the release of the security interest granted hereby in any Collateral pursuant
to Section 9.08 of the Credit Agreement, the security interest in such
Collateral shall be automatically released.

          (d) All cash and Permitted Investments on deposit in the Contingent
Note Reserve shall be released from the Liens created hereunder, in each case
without representation, warranty or recourse of any nature in accordance with
the provisions of (and subject to the satisfaction of the conditions precedent
specified in) Section 9.17 of the Credit Agreement.

          (e) In connection with any termination or release pursuant to
paragraph (a), (b), (c) or (d) the Collateral Agent shall execute and deliver to
any Grantor, at such Grantor's expense, all documents that such Grantor shall
reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 7.15 shall be without recourse to
or warranty by the Collateral Agent. Without limiting the provisions of Section
7.06, the Borrower shall reimburse the Collateral Agent upon demand for all
costs and out of pocket expenses, including the



                                                                              33

fees, charges and disbursements of counsel, incurred by it in connection with
any action contemplated by this Section 7.15.

          SECTION 7.16. ADDITIONAL GRANTORS. Pursuant to Section 5.09 of the
Credit Agreement, each Domestic Subsidiary (other than a Consolidated Practice)
of a Loan Party that was not in existence or not a Subsidiary on the date of the
Credit Agreement is required to enter in this Agreement as a Subsidiary
Guarantor upon becoming such a Subsidiary. Upon execution and delivery by the
Collateral Agent and a Domestic Subsidiary of an instrument in the form of
Exhibit I hereto, such Domestic Subsidiary shall become a Subsidiary Guarantor
hereunder with the same force and effect as if originally named as a Subsidiary
Guarantor herein. The execution and delivery of any such instrument shall not
require the consent of any other Loan Party hereunder. The rights and
obligations of each Subsidiary Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Loan Party as a party to this
Agreement.

          SECTION 7.17. RIGHT OF SETOFF. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other obligations at any time owing by such Lender to or
for the credit or the account of any Grantor against any of and all the
obligations of such Grantor now or hereafter existing under this Agreement held
by such Lender. The rights of each Lender under this Section are in addition to
other rights and remedies (including other rights of setoff) which such Lender
may have.



          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                       AMERIPATH, INC.,

                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name: Gregory A. Marsh
                                            Title: Chief Financial Officer

                                       AMERIPATH HOLDINGS, INC.,

                                         by:
                                            ----------------------------
                                            Name:
                                            Title:

                                       3-GEN DIAGNOSTIC LABORATORIES, INC.
                                       (a Utah corporation)
                                       AMERIPATH 5.01 (A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH CARROLLTON, INC.
                                       (a Georgia corporation)
                                       AMERIPATH CINCINNATI, INC.
                                       (an Ohio corporation)
                                       AMERIPATH CLEVELAND, INC.
                                       (an Ohio corporation)
                                       AMERIPATH CONSOLIDATED LABS, INC.
                                       (a Florida corporation)
                                       AMERIPATH FLORIDA, INC.
                                       (a Florida corporation)
                                       AMERIPATH KENTUCKY, INC.
                                       (a Kentucky corporation)
                                       AMERIPATH LUBBOCK 5.01(A)
                                       CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH MARKETING USA, INC.
                                       (a Florida corporation)
                                       AMERIPATH MICHIGAN, INC.
                                       (a Michigan corporation)
                                       AMERIPATH MISSISSIPPI, INC.
                                       (a Mississippi corporation)



          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                       AMERIPATH, INC.,

                                         by:
                                            ----------------------------
                                            Name:
                                            Title:

                                       AMERIPATH HOLDINGS, INC.,

                                         by: /s/ D. Scott Mackesy
                                            ----------------------------
                                            Name: D. Scott Mackesy
                                            Title: Vice President

                                       3-GEN DIAGNOSTIC LABORATORIES, INC.
                                       (a Utah corporation)
                                       AMERIPATH 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH CARROLLTON, INC.
                                       (a Georgia corporation)
                                       AMERIPATH CINCINNATI, INC.
                                       (an Ohio corporation)
                                       AMERIPATH CLEVELAND, INC.
                                       (an Ohio corporation)
                                       AMERIPATH CONSOLIDATED LABS, INC.
                                       (a Florida corporation)
                                       AMERIPATH FLORIDA, INC.
                                       (a Florida corporation)
                                       AMERIPATH KENTUCKY, INC.
                                       (a Kentucky corporation)
                                       AMERIPATH LUBBOCK 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH MARKETING USA, INC.
                                       (a Florida corporation)
                                       AMERIPATH MICHIGAN, INC.
                                       (a Michigan corporation)
                                       AMERIPATH MISSISSIPPI, INC.
                                       (a Mississippi corporation)



                                       AMERIPATH NEW ENGLAND, INC.
                                       (a Delaware corporation)

                                       AMERIPATH NEW YORK, INC.
                                       (a Delaware corporation)
                                       AMERIPATH NORTH CAROLINA, INC.
                                       (a North Carolina corporation)
                                       AMERIPATH OHIO, INC.
                                       (a Delaware corporation)
                                       AMERIPATH PAT 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH PCC, INC.
                                       (an Ohio corporation)
                                       AMERIPATH PENNSYLVANIA, INC.
                                       (a Pennsylvania corporation)
                                       AMERIPATH PHILADELPHIA, INC.
                                       (a New Jersey corporation)
                                       AMERIPATH SC, INC.
                                       (a South Carolina corporation)
                                       AMERIPATH SEVERANCE 5.01(A)
                                       CORPORATION
                                       (a Texas not-for-profit corporation)
                                       AMERIPATH, WISCONSIN, INC.
                                       (a Wisconsin corporation)
                                       AMERIPATH YOUNGSTOWN LABS, INC.
                                       (an Ohio corporation)
                                       AMERIPATH YOUNGSTOWN, INC.
                                       (an Ohio corporation)
                                       ANATOMIC PATHOLOGY SERVICES, INC.
                                       (an Oklahoma corporation)
                                       ARIZONA PATHOLOGY GROUP, INC.
                                       (an Arizona corporation)
                                       ARLINGTON PATHOLOGY ASSOCIATION
                                       5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       BEN F. MARTIN, M.D., F.C.A.P., INC.
                                       (a Mississippi corporation)
                                       CALIFORNIA PATHOLOGY CONSULTANTS
                                       OF AMERICA, INC.
                                       (a Tennessee corporation)



                                       CPA I, INC.
                                       (a Tennessee corporation)
                                       CPA II, INC.
                                       (a Tennessee corporation)
                                       DERMATOPATHOLOGY SERVICES, INC.
                                       (an Alabama corporation)
                                       DERMPATH, INC.
                                       (a Delaware corporation)
                                       DFW 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       DIAGNOSTIC PATHOLOGY MANAGEMENT
                                       SERVICES, INC.
                                       (an Oklahoma corporation)
                                       GEORGIA PATHOLOGY CONSULTANTS OF
                                       AMERICA, INC.
                                       (a Tennessee corporation)
                                       J. DAVID SMITH, M.D., INC.
                                       (a Georgia corporation)
                                       JOHN H. PARKER, JR., M.D., F.C.A.P., INC.
                                       (a Mississippi corporation)
                                       KAILASH B. SHARMA, M.D., INC.
                                       (a Georgia corporation)
                                       KATHARINE LIU, M.D., INC.
                                       (a Georgia corporation)
                                       NAPA 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       OCMULGEE MEDICAL PATHOLOGY
                                       ASSOCIATION, INC.
                                       (a Georgia corporation)
                                       O'QUINN MEDICAL PATHOLOGY
                                       ASSOCIATION, INC.
                                       (a Georgia corporation)
                                       PATHOLOGY AFFILIATED SERVICES, INC.
                                       (a Texas corporation)
                                       PATHOLOGY CONSULTANTS OF
                                       AMERICA, INC.
                                       (a Tennessee corporation)
                                       PATHSOURCE, INC.
                                       (a Delaware corporation)



                                       PCA OF COLUMBUS, INC.
                                       (a Tennessee corporation)

                                       PCA OF DENVER, INC.
                                       (a Tennessee corporation)

                                       PCA OF LOS GATOS, INC.
                                       (a Tennessee corporation)

                                       PCA OF MEMPHIS, INC.
                                       (a Tennessee corporation)

                                       PCA OF NASHVILLE, INC.
                                       (a Tennessee corporation)

                                       PCA OF ST. LOUIS II, INC.
                                       (a Tennessee corporation)

                                       PCA SOUTHEAST II, INC.
                                       (a Tennessee corporation)

                                       PCA/APR ACQUISITION CORP.
                                       (a Tennessee corporation)
                                       PETER G. KLACSMANN, M.D., INC.
                                       (a Georgia corporation)
                                       SHARON G. DASPIT, M.D., INC.
                                       (a Georgia corporation)
                                       SHOALS PATHOLOGY ASSOCIATES, INC.
                                       (an Alabama corporation)
                                       SIMPSON PATHOLOGY 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)
                                       STRIGEN, INC.
                                       (a Utah corporation)
                                       TID ACQUISITION CORP.
                                       (a Delaware corporation)
                                       TXAR 5.01(A) CORPORATION
                                       (a Texas not-for-profit corporation)


                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Vice President



                                       ROCKY MOUNTAIN PATHOLOGY, L.L.C.

                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Manager


                                       AMERIPATH, LLC

                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Manager


                                       API NO.2, LLC

                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Manager


                                       AMERIPATH INDIANA, LLC

                                         by: AMERIPATH, INC.
                                             (as Managing Member)


                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Chief Financial Officer



                                       COLUMBUS PATHOLOGY ASSOCIATES

                                         by: CPA I, INC.
                                             (as General Partner)


                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Vice President

                                       NUCLEAR MEDICINE AND PATHOLOGY
                                       ASSOCIATES

                                         by: SHARON G. DASPIT, M.D., INC.
                                             (as General Partner)


                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Vice President


                                       AMERIPATH TEXAS, LP

                                         by: AMERIPATH, LLC
                                             (as General Partner)


                                         by: /s/ Gregory A. Marsh
                                            ----------------------------
                                            Name:  Gregory A. Marsh
                                            Title: Manager



                                       CREDIT SUISSE FIRST BOSTON, AS
                                       COLLATERAL AGENT,

                                         by:
                                            ----------------------------
                                            Name:
                                            Title:


                                         by:
                                            ----------------------------
                                            Name:
                                            Title:



                                       CREDIT SUISSE FIRST BOSTON, AS
                                       COLLATERAL AGENT,

                                         by: /s/ JOSEPH ADIPIETRO
                                            ----------------------------
                                            Name: JOSEPH ADIPIETRO
                                            Title:    DIRECTOR


                                         by: /s/ JULIA P. KINGSBURY
                                            ----------------------------
                                            Name: JULIA P. KINGSBURY
                                            Title: VICE PRESIDENT

EX-10.8

                                                                    EXHIBIT 10.8

                  AMERIPATH HOLDINGS, INC. AND ITS SUBSIDIARIES
              2003 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

          Section 1. PURPOSE. The purpose of the AmeriPath Holdings, Inc. and
its Subsidiaries 2003 Stock Option and Restricted Stock Purchase Plan (the
"PLAN") is to promote the interests of AmeriPath Holdings, Inc., a Delaware
corporation (the "COMPANY"), and its Subsidiaries and the interests of the
Company's stockholders by providing an opportunity to selected employees and
other persons providing services for the Company or any Subsidiary thereof as of
the date of the adoption of the Plan or at any time thereafter to purchase
Common Stock of the Company. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate such employees and other persons and to
encourage such employees and other persons to devote their best efforts to the
business and financial success of the Company and its Subsidiaries. It is
intended that this purpose will be effected by the granting of "non-qualified
stock options" and/or "incentive stock options" to acquire the Common Stock of
the Company and/or by the granting of rights to purchase the Common Stock of the
Company on a "restricted stock" basis. Under the Plan, the Administrator (as
hereinafter defined) shall have the authority (in its sole discretion) to grant
"incentive stock options" within the meaning of Section 422(b) of the Code (as
hereinafter defined), "non-qualified stock options" as described in Treasury
Regulation Section 1.83-7 or any successor regulation thereto, or "restricted
stock" awards.

          Section 2. DEFINITIONS. For purposes of the Plan, the following terms
used herein shall have the following meanings, unless a different meaning is
clearly required by the context:

          2.1.    "ADMINISTRATOR" or "COMMITTEE" shall mean the committee or
committees of the Board of Directors referred to in Section 5 hereof; PROVIDED,
that if no such committee or committees are appointed by the Board of Directors,
the Administrator and the Committee shall be the Board of Directors and the
Board of Directors shall have all of the authority and obligations of the
Administrator and Committee under the Plan.

          2.2.    "AWARD" shall mean an award of the right to purchase Common
Stock granted under the provisions of Section 7 of the Plan.

          2.3.    "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.

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

          2.5.    "COMMON STOCK" shall mean the Common Stock, $.01 par value, of
the Company.

          2.6.    "EMPLOYEE" shall mean (i) with respect to an ISO, any person,
including, without limitation, an officer of the Company, who, at the time an
ISO is granted to such person hereunder, is employed by the Company or any
Parent or Subsidiary of the Company, and (ii) with respect to a Non-Qualified
Option and/or an Award, any person employed by, or



performing services for, the Company or any Parent or Subsidiary of the Company,
including, without limitation, officers, directors and consultants.

          2.7.    "ISO" shall mean an Option granted to a Participant pursuant
to the Plan that constitutes and shall be treated as an "incentive stock option"
as defined in Section 422(b) of the Code.

          2.8.    "NON-QUALIFIED OPTION" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
or any successor regulation thereto and that shall not constitute or be treated
as an ISO.

          2.9.    "OPTION" shall mean any ISO or Non-Qualified Option granted to
a Participant pursuant to the Plan.

          2.10.   "PARTICIPANT" shall mean any Employee to whom an Award and/or
an Option is granted under the Plan.

          2.11.   "PARENT" of the Company shall have the meaning set forth in
Section 424(e) of the Code.

          2.12.   "SUBSIDIARY" of the Company shall have the meaning set forth
in Section 424(f) of the Code.

          Section 3. ELIGIBILITY. Awards and/or Options may be granted to any
Employee. The Administrator shall have the sole authority to select the persons
to whom Awards and/or Options are to be granted hereunder, and to determine
whether a person is to be granted a Non-Qualified Option, an ISO or an Award or
any combination thereof. No person shall have any right to participate in the
Plan. Any person selected by the Administrator for participation during any one
period will not by virtue of such participation have the right to be selected as
a Participant for any other period.

          Section 4. COMMON STOCK SUBJECT TO THE PLAN.

          4.1.    NUMBER OF SHARES. The total number of shares of Common Stock
for which Options and/or Awards may be granted under the Plan shall not exceed
in the aggregate 7,668,736 shares of Common Stock (subject to adjustment as
provided in Section 8 hereof). The Company, during the term of this Plan, will
at all times reserve and keep available such number of shares of Common Stock as
shall be sufficient to satisfy the requirements of the Plan.

          4.2.    REISSUANCE. The shares of Common Stock that may be subject to
Options and/or Awards granted under the Plan may be either authorized and
unissued shares or shares reacquired at any time and now or hereafter held as
treasury stock as the Administrator may determine. In the event that any
outstanding Option expires or is terminated for any reason, the shares allocable
to the unexercised portion of such Option may again be subject to an Option

                                        2


and/or Award granted under the Plan, subject, in the case of ISO's, to any
limitation required by the Code. If any shares of Common Stock issued or sold
pursuant to an Award or the exercise of an Option shall have been repurchased by
the Company, then such shares may again be subject to an Option and/or Award
granted under the Plan.

          4.3.    SPECIAL ISO LIMITATIONS.

          (a)     The aggregate fair market value (determined as of the date an
ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

          (b)     No ISO shall be granted to an Employee who, at the time the
ISO is granted, owns (actually or constructively under the provisions of Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary of the
Company, unless (i) the option price is at least 110% of the fair market value
(determined as of the time the ISO is granted) of the shares of Common Stock
subject to the ISO and (ii) the ISO by its terms is not exercisable more than
five years from the date it is granted.

          4.4.    LIMITATIONS NOT APPLICABLE TO NON-QUALIFIED OPTIONS OR AWARDS.
Notwithstanding any other provision of the Plan, the provisions of Sections
4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.

          Section 5. ADMINISTRATION OF THE PLAN.

          5.1.    ADMINISTRATION. (a) Subject to the proviso in Section 2.1
hereof, the Plan may be administered by one or more committees of the Board of
Directors each consisting of no less than two persons. To the extent that the
Board of Directors determines it desirable to qualify transactions hereunder as
exempt under Rule l6b-3 of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"), each member of the Administrator administering the Plan as to
such transactions shall be a "Non-Employee Director" within the meaning of Rule
l6b-3 promulgated under the Exchange Act. To the extent that the Board of
Directors determines it desirable to qualify Options granted hereunder as
"performance-based compensation" within the meaning of Section 162(m) of the
Code, each member of the Administrator administering the Plan as to such Options
shall be an "outside director" within the meaning of Treasury regulation Section
I, l62-27(e)(3). The Administrator shall be appointed from time to time by, and
shall serve at the pleasure of, the Board of Directors.

          (b)     No member of the Board of Directors or the Administrator shall
be liable for any action, omission or determination relating to the Plan, and
the Company shall indemnify (to the extent permitted under Delaware law and the
bylaws of the Company) and hold harmless each member of the Board of Directors,
the Administrator and each other employee of the Company to whom any duty or
power relating to the administration or interpretation of the Plan

                                        3


has been delegated against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval of
the Board of Directors or the Administrator) arising out of any action, omission
or determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such director or employee in bad
faith and without reasonable belief that it was in the best interests of the
Company.

          5.2.    GRANT OF OPTIONS/AWARDS.

          (a)     OPTIONS. The Administrator shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Options hereunder; (ii) to designate whether any Option to be granted hereunder
is to be an ISO or a Non-Qualified Option; (iii) to establish the number of
shares of Common Stock that may be subject to each Option; (iv) to determine the
time and the conditions subject to which Options may be exercised in whole or in
part; (v) to determine the amount (not less than the par value per share) and
the form of the consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired upon exercise of an Option may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to establish a vesting provision for any Option relating to the
time when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding Options may be exercised,
PROVIDED, HOWEVER, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan.

          (b)     AWARDS. The Administrator shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Awards hereunder; (ii) to determine the amount to be paid by a Participant to
acquire shares of Common Stock pursuant to an Award, which amount may be equal
to, more than, or less than the fair market value of such shares on the date the
Award is granted (but in no event less than the par value of such shares); (iii)
to determine the time or times and the conditions subject to which Awards may be
made; (iv) to determine the time or times and the conditions subject to which
the shares of Common Stock subject to an Award are to become vested and no
longer subject to repurchase by the Company; (v) to establish transfer
restrictions and the terms and conditions on which any such transfer
restrictions with respect to shares of Common Stock acquired pursuant to an
Award shall

                                        4


lapse; (vi) to establish vesting provisions with respect to any shares of Common
Stock subject to an Award, including, without limitation, vesting provisions
which may be contingent upon (A) the Company's meeting specified financial
goals, (B) a change of control of the Company or (C) the occurrence of other
specified events; (vii) to determine the circumstances under which shares of
Common Stock acquired pursuant to an Award may be subject to repurchase by the
Company; (viii) to determine the circumstances and conditions subject to which
any shares of Common Stock acquired pursuant to an Award may be sold or
otherwise transferred, including, without limitation, the circumstances and
conditions subject to which a proposed sale of shares of Common Stock acquired
pursuant to an Award may be subject to the Company's right of first refusal (as
well as the terms and conditions of any such right of first refusal); (ix) to
determine the form of consideration that may be used to purchase shares of
Common Stock pursuant to an Award (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to purchase the Common Stock
subject to an Award); (x) to accelerate the time at which any or all
restrictions imposed with respect to any shares of Common Stock subject to an
Award will lapse; and (xi) to establish any other terms, restrictions and/or
conditions applicable to any Award not inconsistent with the provisions of the
Plan.

          5.3.    INTERPRETATION. The Administrator shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purposes of the Plan.

          5.4.    FINALITY. The interpretation and construction by the
Administrator of any provision of the Plan, any Option and/or Award granted
hereunder or any agreement evidencing any such Option and/or Award shall be
final and conclusive upon all parties.

          5.5.    EXPENSES. ETC. All expenses and liabilities incurred by the
Administrator in the administration of the Plan shall be borne by the Company.
The Administrator may employ attorneys, consultants, accountants or other
persons in connection with the administration of the Plan. The Company, and its
officers and directors, shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Administrator shall be liable
for any action, determination or interpretation taken or made in good faith with
respect to the Plan or any Option and/or Award granted hereunder.

          Section 6. TERMS AND CONDITIONS OF OPTIONS.

          6.1.    ISOs. The terms and conditions of each ISO granted under the
Plan shall be specified by the Administrator and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the
Administrator shall approve. The terms and conditions of each ISO shall be such
that each ISO issued hereunder shall constitute and shall be treated as an
"incentive stock option" as defined in Section 422(b) of the Code. The terms and
conditions of any ISO granted hereunder need not be identical to those of any
other ISO granted hereunder.

          The terms and conditions of each ISO shall include the following:

                                        5


          (a)     The option price shall be fixed by the Administrator but shall
in no event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is granted. For purposes of the Plan, the
fair market value per share of Common Stock as of any day shall mean the average
of the closing prices of sales of shares of Common Stock on all national
securities exchanges on which the Common Stock may at the time be listed or, if
there shall have been no sales on any such day, the average of the highest bid
and lowest asked prices on all such exchanges at the end of such day, or, if on
any day the Common Stock shall not be so listed, the average of the
representative bid and asked prices quoted in the NASDAQ system as of 3:30 p.m.,
New York time, on such day, or, if on any day the Common Stock shall not be
quoted in the NASDAQ system, the average of the high and low bid and asked
prices on such day in the over-the-counter market as reported by National
Quotation Bureau Incorporated, or any similar successor organization. If at any
time the Common Stock is not listed on any national securities exchange or
quoted in the NASDAQ system or the over-the-counter market, the fair market
value of the shares of Common Stock subject to an Option on the date the ISO is
granted shall be the fair market value thereof determined in good faith by the
Board of Directors.

          (b)     ISOs, by their terms, shall not be transferable otherwise than
by will or the laws of descent and distribution, and, during a Participant's
lifetime, an ISO shall be exercisable only by the Participant.

          (c)     The Administrator shall fix the term of all ISOs granted
pursuant to the Plan (including, without limitation, the date on which such ISO
shall expire and terminate); PROVIDED, HOWEVER, that such term shall in no event
exceed ten (10) years from the date on which such ISO is granted (or, in the
case of an ISO granted to an Employee referred to in Section 4.3(b) hereof, such
term shall in no event exceed five (5) years from the date on which such ISO is
granted). Each ISO shall be exercisable in such amount or amounts, under such
conditions and at such times or intervals or in such installments as shall be
determined by the Administrator in its sole discretion.

          (d)     To the extent that the Company or any Parent or Subsidiary of
the Company is required to withhold any Federal, state or local taxes in respect
of any compensation income realized by any Participant as a result of any
"disqualifying disposition" of any shares of Common Stock acquired upon exercise
of an ISO granted hereunder, the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld or, if such payments are
insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.

          (e)     The terms and conditions of each ISO may include the following
provisions:

                                        6


          (i)     In the event a Participant's employment by the Company or any
Parent or Subsidiary of the Company shall be terminated for cause, the
unexercised portion of any ISO held by such Participant at that time may only be
exercised within one month after the date on which the Participant ceased to be
so employed, and only to the extent that the Participant could have otherwise
exercised such ISO as of the date on which he ceased to be so employed.

          (ii)    In the event a Participant's employment by the Company or any
Parent or Subsidiary of the Company shall terminate for any reason other than
(x) a termination specified in clause (i) above or (y) by reason of the
Participant's death or "disability" (within the meaning of Section 22(e)(3) of
the Code), the unexercised portion of any ISO held by such Participant at that
time may only be exercised within three months after the date on which the
Participant ceased to be so employed, and only to the extent that the
Participant could have otherwise exercised such ISO as of the date on which he
ceased to be so employed.

          (iii)   In the event a Participant shall cease to be employed by the
Company or any Parent or Subsidiary of the Company on a full-time basis by
reason of his "disability" (within the meaning of Section 22(e)(3) of the Code),
the unexercised portion of any ISO held by such Participant at that time may
only be exercised within one year after the date on which the Participant ceased
to be so employed, and only to the extent that the Participant could have
otherwise exercised such ISO as of the date on which he ceased to be so
employed.

          (iv)    In the event a Participant shall die while in the employ of
the Company or a Parent or Subsidiary of the Company (or within a period of one
year after ceasing to be an Employee by reason of his "disability" (within the
meaning of Section 22(e)(3) of the Code)), the unexercised portion of any ISO
held by such Participant at the time of his death may only be exercised within
one year after the date of such Participant's death and only to the extent that
the Participant could have otherwise exercised such ISO at the time of his
death. In such event, the executor or administrator of the Participant's estate,
or any person or persons who shall have acquired the ISO directly from the
Participant by bequest or inheritance, may exercise such ISO.

          6.2.    NON-QUALIFIED OPTIONS. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the
Administrator, in its sole discretion, and shall be set forth in a written
option agreement between the Company and the Participant in such form as the
Administrator shall approve. The terms and conditions of each Non-Qualified
Option will be such (and each Non-Qualified Option agreement shall expressly so
state) that each Non-Qualified Option issued hereunder shall not constitute nor
be treated as an "incentive stock option" as defined in Section 422(b) of the
Code, but will be a "non-qualified stock option" for Federal, state and local
income tax purposes. The terms and conditions of any Non-Qualified Option
granted hereunder need not be identical to those of any other Non-Qualified
Option granted hereunder.

          The terms and conditions of each Non-Qualified Option Agreement shall
include the following:

                                        7


          (a)     The option (exercise) price shall be fixed by the
Administrator and may be equal to, more than or less than the fair market value
of the shares of Common Stock subject to the Non-Qualified Option on the date
such Non-Qualified Option is granted as determined in good faith by the
Administrator.

          (b)     The Administrator shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including, without limitation, the date on
which such Non-Qualified Option shall expire and terminate). Each Non-Qualified
Option shall be exercisable in such amount or amounts, under such conditions
(including, without limitation, provisions governing the rights to exercise such
Non-Qualified Option), and at such times or intervals or in such installments as
shall be determined by the Administrator in its sole discretion.

          (c)     Non-Qualified Options shall not be transferable otherwise than
by will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

          (d)     The terms and conditions of each Non-Qualified Option may
include the following provisions:

          (i)     In the event a Participant's employment by the Company or any
     Parent or Subsidiary of the Company shall be terminated for cause, the
     unexercised portion of any Non-Qualified Option held by such Participant at
     that time may only be exercised within one month after the date on which
     the Participant ceased to be an Employee, and only to the extent that the
     Participant could have otherwise exercised such Non-Qualified Option as of
     the date on which he ceased to be an Employee.

          (ii)    In the event a Participant's employment by the Company or any
     Parent or Subsidiary of the Company shall be terminated by the Participant
     for any reason other than (x) a termination specified in clause (iii) below
     or (y) by reason of the Participant's death or "disability" (within the
     meaning of Section 22(e)(3) of the Code), the unexercised portion of any
     Non-Qualified Option held by such Participant at that time may only be
     exercised within three months after the date on which the Participant
     ceased to be an Employee, and only to the extent that the Participant could
     have otherwise exercised such Non-Qualified Option as of the date on which
     he ceased to be an Employee.

          (iii)   In the event that a Participant's employment by the Company or
     any Parent or Subsidiary of the Company shall be terminated (x) by the
     Company or any Parent or Subsidiary thereof other than as specified in
     clause (i) above and other than by reason of the Participant's death or
     "disability" (within the meaning of Section 22(e)(3) of the Code) or (y) by
     the Participant for reasons specified in the Non-Qualified Option as
     constituting "Good Reason", the unexercised portion of any Non-Qualified
     Option held by such Participant at that time may only be exercised within
     six months after the date on which the Participant ceased to be an
     Employee, and only to the extent that the Participant could have otherwise
     exercised such Non-Qualified Option as of the date on which he ceased to be
     an Employee.

                                        8


          (iv)    In the event a Participant shall cease to be an Employee of
     the Company or any Parent or Subsidiary of the Company by reason of his
     "disability" (within the meaning of Section 22(e)(3) of the Code), the
     unexercised portion of any Non-Qualified Option held by such Participant at
     that time may only be exercised within one year after the date on which the
     Participant ceased to be an Employee, and only to the extent that the
     Participant could have otherwise exercised such Non-Qualified Option as of
     the date on which he ceased to be an Employee.

          (v)     In the event a Participant shall die while an Employee of the
     Company or a Parent or Subsidiary of the Company (or within a period of one
     year after ceasing to be an Employee by reason of his "disability" (within
     the meaning of Section 22(e)(3) of the Code)), the unexercised portion of
     any Non-Qualified Option held by such Participant at the time of his death
     may only be exercised within one year after the date of such Participant's
     death, and only to the extent that the Participant could have otherwise
     exercised such Non-Qualified Option at the time of his death. In such
     event, such Non-Qualified Option may be exercised by the executor or
     administrator of the Participant's estate or by any person or persons who
     shall have acquired the Non-Qualified Option directly from the Participant
     by bequest or inheritance.

          (e)     To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common Stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, or if no such payments are due or to become due
to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Administrator, in its sole
discretion.

          Section 7. TERMS AND CONDITIONS OF AWARDS. The terms and conditions of
each Award granted under the Plan shall be specified by the Administrator, in
its sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Administrator shall approve.
The terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.

          The terms and conditions of each Award may include the following:

          (a)     The amount to be paid by a Participant to acquire the shares
of Common Stock pursuant to an Award shall be fixed by the Administrator and may
be equal to, more than or less than the fair market value of the shares of
Common Stock subject to the Award on the date the Award is granted (but in no
event less than the par value of such shares).

                                        9


          (b)     Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Administrator, in its sole discretion, may determine, including, without
limitation, the circumstances under which the Company shall have the right and
option to repurchase shares of Common Stock acquired pursuant to an Award.

          (c)     Stock certificates representing Common Stock acquired pursuant
to an Award shall bear a legend referring to any restrictions imposed on such
Stock and such other matters as the Administrator may determine.

          (d)     To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld, or if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the
Administrator, in its sole discretion.

          Section 8. ADJUSTMENTS.

          (a)     In the event that, after the adoption of the Plan by the Board
of Directors, the outstanding shares of the Company's Common Stock shall be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another entity
in each such case through reorganization, merger or consolidation,
recapitalization, reclassification, stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Common Stock, the
Administrator shall, subject to the provisions of Section 8(c) below if the
circumstances therein specified are applicable, appropriately adjust (i) the
number of shares of Common Stock (and the option price per share) subject to the
unexercised portion of any outstanding Option (to the nearest possible full
share); PROVIDED, HOWEVER, that the limitations of Section 424 of the Code shall
apply with respect to adjustments made to ISOs, (ii) the number of shares of
Common Stock to be acquired pursuant to an Award which have not become vested,
and (iii) the number of shares of Common Stock for which Options and/or Awards
may be granted under the Plan, as set forth in Section 4.1 hereof, and such
adjustments shall be effective and binding for all purposes of the Plan.

          (b)     If any capital reorganization or reclassification of the
capital stock of the Company or any consolidation or merger of the Company with
another entity, or the sale of all or substantially all its assets to another
entity, shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, subject to the provisions of Section 8(c) below if the
circumstances therein specified are applicable, each holder of an Option shall
thereafter have the

                                       10


right to purchase, upon the exercise of the Option in accordance with the terms
and conditions specified in the option agreement governing such Option and in
lieu of the shares of Common Stock immediately theretofore receivable upon the
exercise of such Option, such shares of stock, securities or assets (including,
without limitation, cash) as may be issued or payable with respect to or in
exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such Common Stock immediately theretofore so receivable had
such reorganization, reclassification, consolidation, merger or sale not taken
place.

          (c)     Notwithstanding Sections 8(a) and 8(b) hereof, in the event of
(i) any offer to holders of the Company's Common Stock generally relating to the
acquisition of all or substantially all of their shares, including, without
limitation, through purchase, merger or otherwise, or (ii) any proposed
transaction generally relating to the acquisition of substantially all of the
assets or business of the Company (herein sometimes referred to as an
"Acquisition"), the Board of Directors may, in its sole discretion, cancel any
outstanding Options (PROVIDED, HOWEVER, that the limitations of Section 424 of
the Code shall apply with respect to adjustments made to ISOs) and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in
cash or securities having a value (as determined by the Board of Directors
acting in good faith) equal to the product of (A) the number of shares of Common
Stock (the "OPTION SHARES") that, as of the date of the consummation of such
Acquisition, the holder of such Option had become entitled to purchase (and had
not purchased) multiplied by (B) the amount, if any, by which (1) the formula or
fixed price per share paid to holders of shares of Common Stock pursuant to such
Acquisition exceeds (2) the option price applicable to such Option Shares.

          Section 9. EFFECT OF THE PLAN ON EMPLOYMENT RELATION SHIP. Neither the
Plan nor any Option and/or Award granted hereunder to a Participant shall be
construed as conferring upon such Participant any right to continue in the
employ of (or otherwise provide services to) the Company or any Subsidiary or
Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

          Section 10. AMENDMENT OF THE PLAN. The Board of Directors may amend
the Plan from time to time as it deems desirable; PROVIDED, HOWEVER, that,
without the approval of the holders of a majority of the outstanding voting
capital stock of the Company entitled to vote thereon or consent thereto, the
Board of Directors may not amend the Plan (i) to increase (except for increases
due to adjustments in accordance with Section 8 hereof) the aggregate number OF
shares of Common Stock for which Options and/or Awards maybe granted hereunder,
(ii) to decrease the minimum exercise price specified by the Plan in respect of
ISOs or (iii) to change the class of Employees eligible to receive ISOs under
the Plan.

          Section 11. TERMINATION OF THE PLAN. The Board of Directors may
terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.

                                       11


          Section 12. EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as
of March 27, 2003, the date on which the Plan was adopted by the Board of
Directors and approved by the requisite holders of outstanding Common Stock of
the Company.

          Section 13. GOVERNING LAW. The provisions of the Plan shall be
governed by and interpreted in accordance with the laws of the State of New
York.

                               *    *    *    *

EX-10.14

                                                                   EXHIBIT 10.14

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("AGREEMENT") is made
and entered into on this 8th day of December 2002, by and between AMERIPATH,
INC., a Delaware corporation (the "COMPANY"), and JAMES C. NEW (the
"EXECUTIVE"), amending and restating the Employment Agreement dated April 9,
2001 (the "PRIOR EMPLOYMENT AGREEMENT") between the Company and the Executive.

                                    RECITALS

          WHEREAS the Executive is currently employed by the Company pursuant to
the Prior Employment Agreement.

          WHEREAS the Company and the Executive now wish to enter into this new
Agreement, which is intended to amend, restate, supersede and replace the Prior
Employment Agreement in its entirety (except as otherwise provided in Section
14), to reflect the Executive's position and duties, his compensation, and other
terms and conditions of his employment as Chief Executive Officer of the
Company. Following the execution of this Agreement by both the Executive and the
Company, on the Effective Date (as hereinafter defined), the Prior Employment
Agreement (except as otherwise provided in Section 14) shall terminate and no
longer have any force and effect.

          NOW, THEREFORE, in consideration of the promises and mutual covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company agree
as follows:

          1.   EFFECTIVE DATE. The effective date of this Agreement (the
"Effective Date") is the date of the closing of the transactions contemplated by
that certain Agreement and Plan of Merger, dated as of December 8,2002 (the
"MERGER AGREEMENT") among the Company, Amy Holding Company, a Delaware
corporation (the "PARENT"), and a newly-formed subsidiary of Parent.

          2.   EMPLOYMENT.

               2.1   EMPLOYMENT. The Company hereby agrees to employ the
Executive and the Executive hereby accepts such employment with the Company, for
the periods set forth in Section 3 hereof, all on the terms and conditions set
forth herein.

               2.2   DUTIES OF EXECUTIVE. During the Employment Term (as
hereinafter defined), the Executive shall serve as Chief Executive Officer of
the Company, shall report directly to the Board of Directors of the Company (the
"BOARD"), shall faithfully and diligently perform all services as may be
assigned to him by the Board, and shall exercise such power and authority as may
from time to time be delegated to him by the Board. The Executive shall devote
his full time and attention to the business and affairs of the Company, render
such services to the best of his ability, and use his reasonable best efforts to
promote the interests of the Company. The Executive shall comply with the
Company's employment policies and practices generally applicable to its officers
and employees. Notwithstanding the foregoing or any other provision of this
Agreement, it shall not be a breach or violation of this Agreement for



the Executive to (i) serve on corporate, civic or charitable boards or
committees, (ii) deliver lectures, fulfill speaking engagements or teach at
educational institutions, or (iii) manage personal investments, so long as such
activities do not interfere with or detract from the performance of the
Executive's responsibilities to the Company in accordance with this Agreement.

          3.   EMPLOYMENT TERM.

               (a)   Unless earlier terminated as provided in this Agreement,
the initial term of the Executive's employment under this Agreement shall be for
a period beginning on the Effective Date and ending on the third anniversary of
the Effective Date (the "INITIAL TERM").

               (b)   Upon the expiration of the Initial Term, the term of the
Executive's employment under this Agreement shall be automatically renewed for
additional one-year terms, up to a maximum of two one-year renewals (each a
"RENEWAL TERM"), unless the Company or the Executive delivers to the other, at
least three months prior to the expiration of the Initial Term or the first
Renewal Term, as the case may be, a written notice specifying that the term of
the Executive's employment will not be renewed at the end of the Initial Term or
such Renewal Term.

               (c)   For purposes of this Agreement, the "EMPLOYMENT TERM" shall
mean the period from the Effective Date hereof until the expiration of the
Initial Term or the applicable Renewal Term, as the case may be, but no later
than the fifth anniversary of the Effective Date or, in the event that the
Executive's employment hereunder is earlier terminated as provided in Section 7
herein, such shorter period, as the case may be. It is understood that the
Executive's employment may be terminated at any time at the option of the
Company or the Executive, as the case may be, on the terms and subject to the
conditions set forth in this Agreement.

          4.   COMPENSATION.

               4.1   BASE SALARY. The Executive shall receive a base salary at
the annual rate of $500,000 (the "BASE SALARY") during the Employment Term, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to required withholding and other taxes. The Base
Salary shall be reviewed by the Board at least annually, and increases thereto,
if any, shall be solely in the Board's good faith discretion. Base Salary
payable for less than a full calendar year shall be proportionately adjusted for
the partial year. Once increased, the Base Salary shall not be decreased below
such increased amount. Any increase in Base Salary shall not be used to offset
any other obligation of the Company under this Agreement.

               4.2   BONUSES.

               (a)   During the Employment Term, for each calendar year during
the Employment Term (the "BONUS PERIOD"), the Board shall establish a bonus pool
from which the Executive shall be eligible to receive an annual bonus (the
"BONUS PAYMENT") potentially equal to a maximum of one hundred percent (100%) of
the Executive's Base Salary in the event of superior performance above the goals
to be established by the Company after good faith

                                        3


consultation with the Executive (the "GOALS") or potentially equal to fifty
percent (50%) of the Executive's Base Salary if the Goals are met, in each case,
as determined by the Board.

               (b)   For the Bonus Period in which the Executive's employment
with the Company terminates pursuant to Sections 7.2 (Disability), 7.3 (Death),
7.4 (Termination Without Cause) or 7.5 (Termination by the Executive for Good
Reason), the Company shall pay the Executive a pro rata portion of the bonus
otherwise payable under Section 4.2(a) for the Bonus Period in which such
termination of employment occurs (based upon the period beginning on the first
day of the Bonus Period and ending on the last day of the calendar quarter in
which the Executive's employment with the Company terminates (herein referred to
as the "PARTIAL BONUS PERIOD")); PROVIDED, HOWEVER, that the business criteria
used to determine the bonus for the Partial Bonus Period shall be annualized and
shall be determined based upon financial information prepared in accordance with
generally accepted accounting principles, applied consistently with prior
periods, and reviewed and approved by the Board or the Compensation Committee of
the Board. The incentive compensation for this Partial Bonus Period is sometimes
hereinafter referred to as the "TERMINATION YEAR BONUS".

          5.   STOCK OPTIONS. On the Effective Date, the Board of Directors of
the Parent (the "PARENT BOARD") shall grant to the Executive: (i) options to
purchase that number of shares of the Parent's Common Stock ("COMMON Stock")
equal to 2.5% of the Common Stock outstanding on a fully-diluted basis as of the
Effective Date, which options shall vest over time based on the Executive's
continued employment and on the occurrence of certain enumerated events (the
"TIME-BASED OPTIONS"), a portion of which will be "incentive stock options" and
the balance of which will be "non-qualified stock options", and (ii) an option
to purchase that number of additional shares of Common Stock equal to 2.5% of
the Common Stock outstanding on a fully-diluted basis as of the Effective Date,
which shall vest on the seventh anniversary of the Effective Date, so long as
the Executive continues to be employed by the Company (or any subsidiary, parent
or affiliate thereof) subject to earlier vesting based on the attainment of
performance goals and on the occurrence of certain enumerated events
(collectively, referred to as the "OPTIONS") (it being understood that (x) such
5% amount has been determined assuming that, on the Effective Date, Welsh,
Carson, Anderson & Stowe IX, L.P. and its affiliated investors (collectively,
"WCAS") will provide the equity and debt financing contemplated in the financing
commitment letters for the transactions contemplated by the Merger Agreement and
(y) if WCAS is required to provide additional equity financing to Parent in
order to consummate the transactions contemplated by the Merger Agreement, the
equity issued to WCAS in connection with such additional financing will reduce
such percentage (i.e., the 5%) on the same basis as other holders of Parent
common equity securities). The Options shall be granted under the Parent's 2003
Stock Option and Restricted Stock Purchase Plan and shall be evidenced by, and
subject to, the terms and conditions in the stock option agreements attached
hereto as Exhibit A (the "OPTION AGREEMENTS").

          6.   EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

               6.1   REIMBURSEMENT OF EXPENSES. Upon the submission of proper
substantiation by the Executive, and subject to such rules and guidelines as
(the Company may from time to time adopt with respect to the reimbursement of
expenses of executive personnel, the Company shall reimburse the Executive for
all reasonable expenses actually paid or incurred

                                        4


by the Executive during the Employment Term in the course of and pursuant to the
business of the Company. The Executive shall account to the Company in writing
for all expenses for which reimbursement is sought and shall supply to the
Company copies of all relevant invoices, receipts or other evidence reasonably
requested by the Company.

               6.2   COMPENSATION/BENEFIT PROGRAMS. During the Employment Term,
the Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executive personnel at a level commensurate with
the Executive's position, including savings, pension, profit-sharing and
deferred compensation plans, subject to the general eligibility and
participation provisions set forth in such plans. Furthermore, the Company will
continue to assume premium costs for the long-term disability and life policies
rolled over from Novacare up to a maximum of $7,000 per annum.

               6.3   OTHER BENEFITS. (a) The Executive shall accrue up to four
(4) weeks of paid vacation each calendar year during the Employment Term, to be
taken at such times as the Executive and the Company shall mutually determine
and provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder. Up to a maximum of four (4)
weeks of accrued vacation time not taken by the Executive during any calendar
year may be carried forward into any succeeding calendar year. The Executive
shall receive such additional benefits, if any, as the Board shall from time to
time determine.

               (b)   The Company shall acquire a one-eighth share in an airplane
(up to a maximum of 100 hours per year) on terms acceptable to the Board to be
used by the Executive for purposes of the Executive's business travel. The
Executive shall be entitled to use such airplane for personal reasons provided
that the costs and expenses incurred by the Company in connection with such
personal use shall be treated as additional compensation to the Executive by the
Company.

          7.   TERMINATION AND/OR CHANGE OF CONTROL.

               7.1   TERMINATION FOR CAUSE. The Company shall at all times have
the right, upon written notice to the Executive, to terminate Executive's
employment for Cause as defined below. For purposes of this Agreement, the term
"FOR CAUSE" shall mean (i) an action or omission of the Executive which
constitutes a willful and material breach of, or willful and material failure or
refusal (other than by reason of his disability or incapacity) to perform his
duties under, this Agreement or as reasonably directed by the Board, in each
case which, if curable, is not cured within fifteen (15) days after receipt by
the Executive of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds, breach of trust or material violation of the
Company's code of ethics in connection with Executive's services hereunder or
with respect to the Company, (iii) a conviction or indictment of the Executive
for, or the entering into a plea of nolo contendere by the Executive with
respect to, a felony or any crime which involves dishonesty, fraud,
embezzlement, misappropriation of funds or breach of trust, or (iv) gross
negligence, reckless or willful misconduct by the Executive in connection with
the performance of the Executive's duties hereunder, which the Board in its
reasonable discretion deems to be

                                        5


good and sufficient cause to terminate the Executive's employment with the
Company. Any termination for Cause shall be made by notice in writing to the
Executive, which notice shall set forth in reasonable detail all acts or
omissions upon which the Company is relying for such termination. Upon any
termination pursuant to this Section 7.1, the Company shall pay to the Executive
any accrued and unpaid Base Salary through the date of termination and (A) the
amount of any bonus declared and earned with respect to a completed fiscal year
ending prior to such termination, if any, (B) accrued and unused vacation days,
(C) reimbursement for reasonable business expenses incurred prior to the date of
termination subject to Section 6.1 and (D) amounts or benefits owing to the
Executive under the then applicable employee benefit plans and programs of the
Company subject to the terms and conditions thereof (items (A) through (D) above
being referred to herein collectively as the "Accrued Amounts"). Upon any
termination effected and compensated pursuant to this Section 7.1, the Company
shall have no further liability hereunder except as otherwise provided herein.

               7.2   DISABILITY. The Company shall at all times have the right,
upon written notice to the Executive, to terminate Executive's employment, if
the Executive shall become entitled to benefits under the Company's long term
disability plan as then in effect, or, if the Executive shall as the result of
mental or physical incapacity, illness or disability, become unable to perform
his obligations hereunder for a period of one hundred eighty (180) days in any
twelve (12) month period. The Board shall have sole discretion based upon
competent medical advice to determine whether the Executive is or continues to
be disabled. Upon any termination pursuant to this Section 7.2, the Company
shall (i) pay to the Executive any accrued and unpaid Base Salary through the
effective date of termination specified in such notice, (ii) pay to the
Executive an amount equal to his annual Base Salary for the year prior to such
termination, payable in twelve (12) equal installments commencing from the date
of termination, (iii) pay to the Executive the Accrued Amounts through the date
of such termination, (iv) pay to the Executive his Termination Year Bonus, if
any, at the time provided in Section 4.2(b) hereof and (v) pay the COBRA
premiums for the Executive's (and his dependents') medical and dental insurance
coverage in effect on the termination date, for a period of twenty-nine (29)
months following the termination of the Executive's employment with the Company.
Upon any termination effected and compensated pursuant to this Section 7.2, the
Company shall have no further liability hereunder except as otherwise provided
herein.

               7.3   DEATH. Upon the death of the Executive during the
Employment Term, the Company shall pay to the estate of the deceased Executive
(i) any accrued and unpaid Base Salary through the date of death, (ii) the
Accrued Amounts through the date of death and (iii) the Executive's Termination
Year Bonus, if any, at the time provided in Section 4.2(b) hereof. Upon any
termination effected and compensated pursuant to this Section 7.3, the Company
shall have no further liability hereunder except as otherwise provided herein.

               7.4   TERMINATION WITHOUT CAUSE.

               (a)   The Company shall have the right to terminate Executive's
employment at any time by delivery of written notice to the Executive.

               (b)   Upon any termination of Executive's employment during the
Initial Term pursuant to this Section 7.4, the Company shall (i) pay to the
Executive any accrued

                                        6


and unpaid Base Salary through the date of termination specified in such notice
and (ii) pay to the Executive as severance pay an amount equal to two (2) times
the Executive's Base Salary and Bonus Payment for the prior year, payable in
twelve equal monthly installments from the date of termination.

               (c)   Upon any termination of Executive's employment during any
Renewal Term pursuant to this Section 7.4, the Company shall (i) pay to the
Executive any accrued and unpaid Base Salary through the date of termination
specified in such notice and (ii) pay to the Executive as severance pay an
amount equal to one (1) times the Executive's Base Salary and Bonus Payment for
the prior year, payable in twelve (12) equal monthly installments from the date
of termination.

               (d)   Upon any termination of the Employment Term pursuant to
this Section 7.4, the Executive shall be entitled, in addition to the payments
provided in Section 7.4(b) or (c), as the case may be, to the following: (i) the
Termination Year Bonus, if any, payable at the time provided in Section 4.2(b)
hereof, (ii) the Accrued Amounts through the date of such termination and (iii)
the Executive (and his dependents) shall be entitled to continued medical and
dental coverage under the Company's health plans at the Company's sole expense
at the same level immediately prior to such termination for a period of eighteen
(18) months after such termination, and such period of coverage shall not reduce
or count towards the Executive's rights to coverage under COBRA, which rights
shall commence after the aforementioned eighteen (18) month period. Upon any
termination effected and compensated pursuant to this Section 7.4, the Company
shall have no further liability hereunder except as otherwise provided herein.

               7.5   TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive
shall at all times have the right, upon written notice given to the Company
within forty five (45) days after the occurrence of the Good Reason (as defined
below) event, to terminate his employment for Good Reason unless such
circumstances are fully corrected as provided below. For purposes of this
Agreement, "Good Reason" shall mean the occurrence or failure to cause the
occurrence, as the case may be, without Executive's express written consent, of
any of the following circumstances: (i) any adverse change or any diminution in
Executive's then positions, titles, duties, responsibilities or authority, or
the assignment to the Executive of duties that are inconsistent with his then
position, (ii) the Executive is caused to report to anyone other than the Board,
(iii) a relocation of the Company's principal executive office to a location
more than twenty five (25) miles from its current location, or a relocation of
the Executive to anywhere other than the Company's headquarters, (iv) failure of
the Company to enter into the Option Agreements with the Executive, (v) any
material breach by the Company of any provision of this Agreement, any of the
Option Agreements or any other material written agreement between the Company
and the Executive that such parties shall have agreed to list on a Schedule to
this Agreement as constituting an agreement subject to this clause (v) or (vi)
failure of any successor to the Company (whether direct or indirect and whether
by merger, acquisition, consolidation or otherwise) to assume in a writing
delivered to the Executive upon the assignee becoming such, the obligations of
the Company hereunder. Any termination for Good Reason shall be made by notice
in writing to the Company, which notice shall set forth in reasonable detail all
acts or omissions upon which the Executive claims to be grounds for a Good
Reason termination. The Company shall have fifteen (15) days from the receipt of
such notice to cure the facts and

                                        7


circumstances, if curable, leading to the giving of such notice of termination
for Good Reason. Upon any termination pursuant to this Section 7.5, the
Executive's termination of employment shall be deemed to be a termination by the
Company without Cause, and the Executive shall be entitled to all of the
benefits and payments as if the Executive's employment was terminated by the
Company without Cause pursuant to Section 7.4. Upon any termination of the
Employment Term pursuant to this Section 7.5, the Company shall have no further
obligations hereunder except as otherwise provided herein.

               7.6   TERMINATION BY EXECUTIVE WITHOUT GOOD REASON.

               (a)   The Executive shall at all times have the right, by written
notice not less than sixty (60) days prior to the termination date, to terminate
his employment.

               (b)   Upon termination by Executive of his employment pursuant to
this Section 7.6, the Company shall pay to the Executive (i) any accrued and
unpaid Base Salary through the effective date of termination specified in such
notice and (ii) any Accrued Amounts through such termination date. Upon any
termination effected and compensated pursuant to this Section 7.6, the Company
shall have no further liability hereunder except as otherwise provided herein.

               7.7   CHANGE OF CONTROL PAYMENT.

               (a)   In the event that a Change of Control (as defined below) in
the Company shall occur during the Employment Term, the Company shall pay to the
Executive, within thirty (30) days of the date of the Change of Control, a lump
sum bonus equal to two (2) times the sum of the Executive's annual Base Salary
and Bonus Payment for the prior year (the "CHANGE OF CONTROL PAYMENT"). In
addition, upon the occurrence of a Change of Control in the Company, all
outstanding unvested Time-Based Options held by the Executive shall immediately
vest and become exercisable.

               (b)   If the Executive's Employment Term is terminated by the
Company without Cause pursuant to Section 7.4 hereof or by the Executive for
Good Reason pursuant to Section 7.5 hereof, in either case prior to the date on
which a Change of Control occurs, and it is reasonably demonstrated that such
termination or Good Reason (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control, or (ii) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes hereunder, a "Change of Control Payment" shall be payable.

               (c)   For purposes of this Agreement, the term "CHANGE OF
CONTROL" shall mean:

               (i)   approval by the shareholders of the Parent of (x) a
     reorganization, merger, consolidation or other form of corporate
     transaction or series of transactions, in each case, with respect to which
     persons who were the shareholders of the Parent immediately prior to such
     reorganization, merger or consolidation or other transaction do not,
     immediately thereafter, own more than fifty percent (50%) of the combined
     voting power entitled to vote generally in the election of directors of the
     reorganized, merged or consolidated company's then outstanding voting
     securities, in substantially the same

                                        8


     proportions as their ownership immediately prior to such reorganization,
     merger, consolidation or other transaction, (y) a liquidation or
     dissolution of the Parent or (z) the sale of all or substantially all of
     the assets of the Parent unless such reorganization, merger, consolidation
     or other corporate transaction, liquidation, dissolution or sale is
     subsequently abandoned;

               (ii)  individuals who, as of the commencement date of this
     Agreement, constitute the Parent Board (the "INCUMBENT BOARD") cease for
     any reason to constitute at least a majority of the Parent Board, provided
     that any person becoming a director subsequent to the Effective Date whose
     election, or nomination for election by the Parent's shareholders, was
     approved by a vote of at least a majority of the directors then comprising
     the incumbent Board (other than an election or nomination of an individual
     whose initial assumption of office is in connection with an actual or
     threatened election contest relating to the election of the Directors of
     the Parent) shall be, for purposes of this Agreement, considered as though
     such person were a member of the Incumbent Board; or

               (iii) the acquisition (other than by or from the Parent) by any
     person, entity or "group", within the meaning of Section 13(d)(3) or
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the
     "Securities Exchange Act"), of beneficial ownership within the meaning of
     Rule 13-d promulgated under the Securities Exchange Act of fifty percent
     (50%) or more of either the then out standing shares of Common Stock or the
     combined voting power of the Parent's then outstanding voting securities
     entitled to vote generally in the election of directors (hereinafter
     referred to as the ownership of a "CONTROLLING INTEREST") excluding, for
     this purpose, any acquisitions by (i) the Parent or its Subsidiaries, (ii)
     any person, entity or "group" that as of the Effective Date of this
     Agreement owns beneficial ownership (within the meaning of Rule 13d-3
     promulgated under the Securities Exchange Act) of a Controlling Interest or
     (iii) any employee benefit plan of the Parent or its subsidiaries.

Notwithstanding any other provision of this Section to the contrary, for
purposes of the definition of a Change of Control, the "Parent" shall mean
either the Company or the Parent.

               7.8   GROSS-UP PAYMENT FOR GOLDEN PARACHUTE EXCISE TAX.

               (a)   ACKNOWLEDGEMENT. The Company shall use its best efforts to
cause its own shareholders and the shareholders of the Parent, as applicable,
immediately prior to a Change of Control, to approve any payment or benefit (the
"PAYMENT") that the Company and/or the Parent is required to make to the
Executive upon or in connection with the occurrence of a Change of Control of
the Company or the Parent in a manner that satisfies Section 280G(b)(5)(B) of
the Code and the regulations promulgated thereunder.

               (b)   ADDITIONAL PAYMENT. In the event that any portion of the
payments and benefits provided to Executive under this Agreement (without regard
to any amount payable under this Section) and any other payments and benefits
under any other agreement with or plan of the Company or otherwise (in the
aggregate, "TOTAL PAYMENTS") would be subject to the excise tax imposed by
Section 4999 of the Code (the "EXCISE TAX"), then Executive shall be entitled to
receive an additional payment (a "GROSS-UP PAYMENT") in an amount such that
after

                                        9


payment by Executive of all taxes (including any interest or penalties imposed
with respect to such taxes), including, without limitation, any income taxes
(and any interest and penalties imposed with respect thereto) and Excise Tax
imposed upon the Gross-Up Payment, Executive retains the Total Payments as if
such Excise Tax did not apply.

               (c)   DETERMINATION BY ACCOUNTING FIRM. Subject to the provisions
of subsection (d) below, all determinations required to be made under this
Section, including whether and when a Gross-Up Payment is required and the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by the Company's independent auditors or,
at the Executive's option, any other nationally or regionally recognized firm of
independent accountants selected by the Executive and approved by the Company,
which approval shall not be unreasonably withheld, (the "ACCOUNTING FIRM") which
shall provide detailed supporting calculations both to the Company and
Executive. All fees and expenses of the Accounting Firm shall be paid solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section, shall
be paid by the Company to Executive not later than the due date for the payment
of any Excise Tax. Any determination by the Accounting Firm shall be binding
upon the Company and Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("UNDERPAYMENT"),
consistent with the calculations required to be made hereunder. In the event
that the Company exhausts its remedies pursuant to Section subsection (d) and
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall he promptly paid by the Company to or for
Executive's benefit.

               (d)   COMPANY'S RIGHT TO CONTEST EXCISE TAX. Executive agrees to
notify the Company in writing of any claim by the Internal Revenue Service that,
if successful, would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable but no later than ten
(10) business days after Executive is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which such
claim is requested to be paid. Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which Executive gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies
Executive in writing prior to the expiration of such period that it desires to
contest such claim, Executive agrees to:

               (i)   give the Company any information reasonably requested by
     the Company relating to such claim,

               (ii)  take such action in connection with contesting such claim
     as the Company shall reasonably request in writing from time to time,
     including, without limitation, accepting legal representation with respect
     to such claim by an attorney reasonably selected by the Company;

               (iii) cooperate with the Company in good faith in order to
     effectively contest such claim, and

                                       10


               (iv)  permit the Company to participate in any proceedings
     relating to such claim;

provided, however, that the Company agrees to bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless, on
an after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this subsection (d), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearing and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Executive agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such payment
to Executive, on an interest-free basis and shall indemnify and hold Executive
harmless, on an after-tax basis, from any Excise Tax or income tax (including
interest or penalties with respect thereto) imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided that any extension of the statute of limitations relating to payment of
taxes for Executive's taxable year with respect to which such contested amount
is claimed to be due is limited solely to such contested amount. Furthermore,
the Company control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

               (e)   REPAYMENT TO THE COMPANY. If, after the receipt by
Executive of an amount advanced by the Company pursuant to subsection (d),
Executive becomes entitled to receive any refund with respect to such claim,
Executive agrees to promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by Executive of an amount advanced by the
Company pursuant to subsection (d), a determination is made that Executive is
not entitled to any refund with respect to such claim and the Company does not
notify Executive in writing of its intent to contest such denial of refund prior
to the expiration of thirty (30) days after such determination, then such
advance shall be forgiven and shall not be required to be repaid and the amount
of such advance shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.

               7.9   RESIGNATION. Upon any termination of employment pursuant to
this Article 7, the Executive shall be deemed to have resigned as an officer,
and if he was then serving as a director of the Company, as a director, and if
required by the Board, the Executive hereby agrees to immediately execute a
resignation letter to the Board.

               7.10  SURVIVAL. The provisions of this Article 7 shall survive
the termination of this Agreement, as applicable.

          8.   RESTRICTIVE COVENANTS.

                                       11


               8.1   NON-COMPETITION. At all times while the Executive is
employed by the Company and for a two (2) year period if the Executive's
employment terminates during the Initial Term (or, one (1) year period if the
Executive's employment terminates during any Renewal Term) immediately following
the termination of the Executive's employment with the Company for any reason,
the Executive shall not, directly or indirectly, engage in or have any interest
in any sole proprietorship, corporation, company, partnership, association,
venture or business or any other person or entity (whether as an employee,
officer, director, partner, agent, security holder, creditor, consultant or
otherwise) that directly or indirectly (or through any affiliated entity)
competes with the Company's business (for purposes of this Agreement, any
business that engages in the management or provision of anatomic pathology
diagnostic services (whether through physician practices, laboratories,
hospitals, medical or surgery centers or otherwise) shall be deemed to compete
with the Company's business); provided that such provision shall not apply to
the Executive's ownership of common stock of the Company or the acquisition by
the Executive, solely as an investment, of securities of any issuer that are
registered under Section 12(b) or 12(g) of the Securities Exchange Act, and that
are listed or admitted for trading on any United States national securities
exchange or that are quoted on the National Association of Securities Dealers
Automated Quotations System, or any similar system or automated dissemination of
quotations of securities prices in common use, so long as the Executive does not
control, acquire a controlling interest in or become a member of a group which
exercises direct or indirect control of, more than one percent (1.0%) of any
class of capital stock of such corporation.

               8.2   CONFIDENTIAL INFORMATION. The Executive shall not at any
time divulge, communicate, use to the detriment of the Company or for the
benefit of any other person or persons, or misuse in any way, any Confidential
Information (as hereinafter defined) pertaining to the business of the Company.
Any Confidential Information or data now or hereafter acquired by the Executive
with respect to the business of the Company (which shall include, but not be
limited to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, employees, employee compensation or benefits,
employment practices and methods of doing business) shall be deemed a valuable,
special and unique asset of the Company that is received by the Executive in
confidence and as a fiduciary, and Executive shall remain a fiduciary to the
Company with respect to all of such information. For purposes of this Agreement,
"CONFIDENTIAL INFORMATION" means information disclosed to the Executive or known
by the Executive as a consequence of or through the unique position of his
employment with the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof, and
not generally or publicly known, about the Company or its business.
Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
Executive from disclosing Confidential Information to promote the best interests
of the Company or to the extent required by law, provided, however, that
Executive shall take all actions reasonably necessary to assure that any such
disclosure does not unnecessarily risk unauthorized further disclosure of such
Confidential Information.

               8.3   NONSOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times
while the Executive is employed by the Company and for the two (2) year period
if the Executive's employment terminates during the Initial Term (or, one (1)
year period if the Executive's employment terminates during any Renewal Term)
immediately following the termination of the Executive's employment with the
Company for any reason, the Executive shall not, directly or

                                       12


indirectly, for himself or for or on behalf of any other person, firm,
corporation, partnership, association or other entity (a) employ or attempt to
employ or solicit the termination of employment of or enter into any contractual
arrangement with any employee or former employee of the Company, unless such
employee or former employee has not been employed by the Company for a period in
excess of six (6) months, and/or (b) call on or solicit any of the actual or
targeted prospective customers or clients of the Company (or of its physician
practices or laboratories) on behalf of any person or entity in connection with
any business that competes with the Company's business, nor shall the Executive
make known the names and/or addresses of such employees, customers or clients or
any information relating in any manner to the Company's trade or business
relationships with such employees, customers or clients, other than in
connection with the performance of Executive's duties under this Agreement.
Notwithstanding the foregoing, nothing herein shall prevent the Executive from:
(i) placing general advertisements or otherwise generally advertising for
employees or (ii) serving as a reference for an employee of the Company.

               8.4   OWNERSHIP OF DEVELOPMENTS. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients (collectively, the "WORK PRODUCT") shall belong exclusively to the
Company and shall, to the extent possible, be considered a work made by the
Executive for hire for the Company within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered work made by
the Executive for hire for the Company, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest the
Executive may have in such Work Product. Upon the request of the Company, the
Executive shall take such further actions, including execution and delivery of
instruments of conveyance, as may be appropriate to give full and proper effect
to such assignment.

               8.5   BOOKS AND RECORDS. All books, records, and accounts
relating in any manner to the actual or prospective customers or clients of the
Company, whether prepared by the Executive or otherwise coming into the
Executive's possession, shall be the exclusive property of the Company and shall
be returned immediately to the Company on termination of the Executive's
employment hereunder or on the Company's request at any time. Notwithstanding
the foregoing, the Executive shall be permitted to retain his rolodex and
similar address and telephone directories.

               8.6   DEFINITION OF COMPANY. Solely for purposes of this
Article 8, the term "COMPANY" also shall include any existing or future
subsidiaries of the Company that are operating during the time periods described
herein and any other entities that directly or indirectly, through one or more
intermediaries, control, arc controlled by or are under common control with the
Company during the periods described herein.

               8.7   ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and
confirms that (a) the restrictive covenants contained in this Article 8 are
reasonably necessary to protect the legitimate business interests of the
Company, and (b) the restrictions contained in this Article 8 (including without
limitation the length of the term of the provisions of this Article 8)

                                       13


are not overbroad, overlong, or unfair and are not the result of overreaching,
duress or coercion of any kind. The Executive acknowledges and confirms that his
special knowledge of the business of the Company is such as would cause the
Company serious injury or loss if he were to use such ability and knowledge to
the benefit of a competitor or were to compete with the Company in violation of
the terms of this Article 8. The Executive further acknowledges that his ability
to provide for himself and his family shall not be unduly or adversely effected
by the restrictive covenants contained in this Article 8. The Executive further
acknowledges that the restrictions contained in this Article 8 are intended to
be, and shall be, for the benefit of and shall be enforceable by, the Company's
successors and assigns.

               8.8   REFORMATION BY COURT. In the event that a court of
competent jurisdiction shall determine that any provision of this Article 8 is
invalid or more restrictive than permitted under the governing law of such
jurisdiction, then only as to enforcement of this Article 8 within the
jurisdiction of such court, such provision shall be interpreted and enforced as
if it provided for the maximum restriction permitted under such governing law.

               8.9   EXTENSION OF TIME. If the Executive shall be in violation
of any provision of this Article 8, then each time limitation set forth in this
Article 8 shall be extended for a period of time equal to the period of time
during which such violation or violations occur. If the Company seeks injunctive
relief from such violation in any court, then the covenants set forth in this
Article 8 shall be extended for a period of time equal to the pendency of such
proceeding including all appeals by the Executive.

               8.10  SURVIVAL. The provisions of this Article 8 shall survive
the termination of this Agreement, as applicable.

          9.   INJUNCTION. It is recognized and hereby acknowledged by the
parties hereto that a breach by the Executive of any of the covenants contained
in Article 8 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation or threatened violation of any or all of
the covenants contained in Article 8 of this Agreement by the Executive or any
of his affiliates, associates, partners or agents, either directly or
indirectly, and that such right to injunction shall be cumulative and in
addition to whatever other remedies the Company may possess.

          10.  ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Palm Beach County, Florida, in accordance with the Rules of the American
Arbitration Association then in effect (except to the extent that the procedures
outlined below differ from such rules). Within thirty (30) days after written
notice by either party has been given that a dispute exists and that arbitration
is required, each party must select an arbitrator and those two arbitrators
shall promptly, but in no event later than thirty (30) days after their
selection, select a third arbitrator. The parties agree to act as expeditiously
as possible to select arbitrators and conclude the dispute. The selected
arbitrators must render their decision in writing. The cost and expenses of the
arbitration and of enforcement of any award in any court shall be borne by the
non-prevailing party. If advances are required, each party will advance one-half
of the estimated fees and expenses of the

                                       14


arbitrators. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. Although arbitration is contemplated to resolve disputes
hereunder, either party may proceed to court to obtain an injunction to protect
its rights hereunder, the parties agreeing that either could suffer irreparable
harm by reason of any breach of this Agreement. Pursuit of an injunction shall
not impair arbitration on all remaining issues.

          11.  SECTION 162(m) LIMITS. Notwithstanding any other provision of
this Agreement to the contrary, if and to the extent that any remuneration
payable by the Company to the Executive for any year would exceed the maximum
amount of remuneration that the Company may deduct for that year under Section
162(m) ("SECTION 162(m)") of the Code, payment of the portion of the
remuneration for that year that would not be so deductible under Section 162(m)
shall, in the sole discretion of the Board, be deferred and become payable at
such time or times as the Board determines that it first would be deductible by
the Company under Section 162(m), with interest at the "short term applicable
rate" as such term is defined in Section 1274(d) of the Code. The limitation set
forth under this Section 11 shall not apply with respect to any amounts payable
to the Executive pursuant to Article 7 hereof.

          12.  ASSIGNMENT. Except as otherwise provided in the Option Agreements
entered into pursuant to Section 5, neither party shall have the right to assign
or delegate his rights or obligations hereunder, or any portion thereof, to any
other person. Any purported assignment or delegation shall be void and of no
effect.

          13.  GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Florida, without
reference to principles of conflict of laws.

          14.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. Except as otherwise set forth
herein, this Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and, upon its effectiveness,
shall supersede all prior agreements, understandings and arrangements, both oral
and written, between the Executive and the Company (or any of its affiliates)
with respect to such subject matter. In addition, except as otherwise set forth
herein, this Agreement shall supersede and replace the Executive's Prior
Employment Agreement as well as any and all other agreements between the
Executive and the Company and, upon execution of this Agreement by the Executive
and the Company, the Prior Employment Agreement and any and all other agreements
between the Executive and the Company shall terminate and shall no longer have
any force and effect. Notwithstanding this Article 14 or any other provision of
this Agreement, (i) the Option Agreements, (ii) the option agreements entered
into by the Executive and the Company prior to the date of this Agreement, (iii)
Section 6.6(a) of the Prior Employment Agreement with respect to the "Change in
Control Date Bonus" (as defined therein) and (iv) Section 6.7 of the Prior
Employment Agreement with respect to any payments or benefits made to the
Executive as a result of, or in connection with, the transactions contemplated
by the Merger Agreement, shall remain in full force and effect. This Agreement
may not be modified in any way unless by a written instrument signed by the
Company, the Parent and the Executive. The parties hereto acknowledge pursuant
to Section 6.6(a) of the Prior Employment Agreement that, within thirty (30)
days of the Effective Date, the Company shall pay to the Executive a lump sum
cash bonus equal to $1,425,000, which represents two (2) times the sum of the
Executive's annual Base Salary and Bonus Payment.

                                       15


          15.  NOTICES: All notices and other communications hereunder shall be
in writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

          If to the Executive:

          James C. New
          114 Via Verde Way
          Palm Beach Gardens, FL 33418

          If to the Company:

          AmeriPath, Inc.
          7289 Garden Road, Suite 200
          Riviera Beach, FL 33404
          Attention:

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

          16.  NO MITIGATION; NO SET-OFF. In the event of any termination of
employment hereunder, the Executive shall be under no obligation to seek other
employment and there shall be no offset against any amounts due the Executive
under this Agreement on account of any remuneration attributable to any
subsequent employment that the Executive may obtain. The Company's obligation to
pay the Executive the amounts provided hereunder shall not be subject to setoff,
counterclaim or recoupment of amounts owed by the Executive to the Company
except for any specific, stated amounts owed by the Executive to the Company.
Any amounts due under Section 7 are in the nature of severance payments and are
not in the nature of a penalty.

          17.  INDEMNIFICATION AND INSURANCE. The Company shall indemnify and
hold harmless Executive to the fullest extent permitted by law for any action or
inaction of Executive while serving as an officer or director of the Company or,
at the Company's request, as an officer or director of any other entity or as a
fiduciary of any benefit plan, except for any activity by the Executive that
constitutes willful misconduct or fraud. The Company shall cover the Executive
under directors and officers liability insurance both during and, while
potential liability exists, after the Employment Term at a level which equals or
exceeds the greater of the coverage in effect on the Effective Date or on the
date of the Executive's termination of employment.

          18.  LEGAL FEES. The Company shall pay the Executive's reasonable
legal fees and costs associated with entering into, negotiating and advising the
Executive with respect to this Agreement and any agreements related hereto. The
Company shall advance all reasonable legal fees, arbitration costs and expenses
incurred by the Executive if the Executive contests any termination hereunder or
the Executive seeks to enforce or defend his rights, payments and/or

                                       16


benefits under this Agreement (or any related agreement), provided that the
Executive shall reimburse to the Company any such advances if the Executive's
claim is deemed frivolous.

          19.  SURVIVAL. The provisions of Sections 14, 16, 17 and 18 shall
survive the termination of this Agreement.

          20.  BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit
of and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and
applicable, assigns, including, without limitation, any successor to the
Company, whether by merger, consolidation, sale of stock, sale of assets or
otherwise.

          21.  SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall not affect the enforceability of the remaining portions of this
Agreement or any part thereof, all of which are inserted conditionally on their
being valid in law, and, in the event that any one or more of the words,
phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall be declared invalid, this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses, provisions or provisions, section or sections or article or articles
had not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.

          22.  WAIVER. The waiver by either party hereto of a breach or
violation of any term or provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach or violation.

          23.  SECTION HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

          24.  NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

          25.  WITHHOLDING TAXES. The Company may withhold from any amounts
payable under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

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

                  [remainder of page intentionally left blank]

                                       17


          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EXECUTIVE:                                COMPANY:

                                          AMERIPATH, INC.


/s/ James C. New                      By: /s/ E. Roe Stamps, IV
- -------------------------------           ------------------------------------
James C. New                              E. Roe Stamps, IV
                                          Compensation Committee of the Board of
                                          Directors


                                      By:
                                          ------------------------------------
                                          E. Martin Gibson
                                          Compensation Committee of the Board of
                                          Directors



          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

EXECUTIVE:                                COMPANY:

                                          AMERIPATH, INC.


/s/ James C. New                      By:
- -------------------------------           ------------------------------------
James C. New                              E. Roe Stamps, IV
                                          Compensation Committee of the Board of
                                          Directors


                                      By: /s/ E. Martin Gibson
                                          ------------------------------------
                                          E. Martin Gibson
                                          Compensation Committee of the Board of
                                          Directors

EX-10.15

                                                                   EXHIBIT 10.15

                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("AGREEMENT") is made and entered into on this
30th day of November 2000, effective as of the date hereof by and between
AMERlPATH, INC., a Delaware corporation (the "COMPANY"), and BRIAN C. CARR
(hereinafter, the "EXECUTIVE").

                                    RECITALS

     A.    The Executive is currently employed by Pathology Consultants of
America, Inc. (d/b/a/ Inform DX) ("PATHOLOGY") as its Chief Executive Officer
pursuant to an employment agreement dated August 1, 1997 (the "PRIOR EMPLOYMENT
AGREEMENT").

     B.    The Company owns and maintains a one hundred percent (100%) interest
in AMP Merger Corp. (the "MERGER CORP.").

     C.    Pursuant to that certain Agreement and Plan of Merger, dated
November 7, 2000, by and among the Company, Pathology and Merger Corp. (the
"MERGER AGREEMENT") Merger Corp. shall be merged with and into Pathology (the
"MERGER"), and Pathology as a result shall become a wholly owned subsidiary of
the Company.

     D.    As a result and in connection with the Merger, the Company and the
Executive now wish to enter into this new Agreement, which is intended to
supercede and replace the Prior Employment Agreement in its entirety, to reflect
the Executive's new position and duties, his compensation, and other terms and
conditions of his employment as President of the Company. As of the Commencement
Date hereof, the Prior Agreement shall terminate and no longer have any force
and effect.

     F.    This Agreement will take effect upon, and solely in the event of, the
consummation of the transactions contemplated under the Merger Agreement.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

     1.    EMPLOYMENT.

           1.1   EMPLOYMENT AND TERM. During the Term of Employment under this
Agreement, the Company hereby agrees to employ the Executive and the Executive
hereby agrees to serve the Company on the terms and conditions set forth herein.

           1.2   DUTIES OF EXECUTIVE. During the Term of Employment under this
Agreement, the Executive shall serve as the President of the Company, shall
report directly to James C. New, the Chairman of the Board of Directors (the
"BOARD") and CEO of the Company,



shall faithfully and diligently perform all services as may be assigned to him
by the Board, and shall exercise such power and authority as may from time to
time be delegated to him by the Board. The Executive shall devote his full time
and attention to the business and affairs of the Company, render such services
to the best of his ability, and use his reasonable best efforts to promote the
interests of the Company. The Executive shall comply with the Company's
employment policies and practices generally applicable to its officers and
employees including, without limitation, insider trading and confidentiality
policies. Notwithstanding the foregoing or any other provision of this
Agreement, it shall not be a breach or violation of this Agreement for the
Executive to (i) serve on corporate, civic or charitable boards or committees,
(ii) deliver lectures, fulfill speaking engagements or teach at educational
institutions, or (iii) manage personal investments, so long as such activities
do not interfere with or detract from the performance of the Executive's
responsibilities to the Company in accordance with this Agreement.

     2.    TERM OF EMPLOYMENT. The term of employment under this Agreement, and
the employment of the Executive hereunder (the "TERM OF EMPLOYMENT"), shall
commence on the Effective Time of the Merger as defined in the Merger Agreement
(the "COMMENCEMENT DATE") and shall terminate upon the date on which the
employment of the Executive is terminated pursuant to and in accordance with
Section 5 hereof (the "EXPIRATION DATE").

     3.    COMPENSATION.

           3.1   BASE SALARY. The Executive shall receive a base salary at the
annual rate of $270,000 (the "BASE SALARY") during the Term of Employment, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall be reviewed, at least annually, for merit increases and may, by
action and in the discretion of the Board, be increased at any time or from time
to time.

           3.2   BONUSES.

                 a.    During the Term of Employment, for each Bonus Period
(as defined below), the Board shall establish a bonus pool from which the
Executive shall be eligible to receive an annual bonus potentially equal to
thirty five percent (35%) of the Executive's Base Salary (the "BONUS PAYMENT"),
to be determined by the Board and based upon the satisfaction by the Executive
and/or the Company of the goals (the "GOALS"), to be established by December 31,
2000. Notwithstanding the foregoing, in the event that the Goals are either
exceeded or not fully achieved for a Bonus Period, the Executive may be eligible
to receive a Bonus Payment in an amount in excess of or less than thirty-five
percent (35%) of the Executive's Base Salary, as determined by the Chairman of
the Board and CEO (the "CHAIRMAN") in his sole discretion. The amount of the
annual bonus payable to the Executive for a Bonus Period shall be equal to the
sum of the following Goals that have been satisfied with respect to such Bonus
Period:

                       (i)     QUANTITATIVE GOALS: If the Quantitative Goals
(as set forth on Exhibit A) are satisfied for the Bonus Period, the Executive
shall receive an amount equal to sixty percent (60%) of the Bonus Payment; and

                                       -2-


                       (ii)    QUALITATIVE GOALS: If the Qualitative Goals
(as set forth on Exhibit A) are satisfied for the Bonus Period, the Executive
shall receive an amount equal to forty percent (40%) of the Bonus Payment.

           Notwithstanding the foregoing, for the 2001 Bonus Period, the bonus
payable by the Company to the Executive shall in no event be less than Fifty
Thousand Dollars ($50,000).

                 b.    For the Bonus Period in which the Executive's employment
with the Company terminates for any reason other than by the Company for Cause
under Section 5.1 hereof, provided that the Executive has been continuously
employed with the Company for a minimum of six (6) months during such Bonus
Period, the Company shall pay the Executive a pro rata portion (based upon the
period beginning on the first day of the Bonus Period and ending on the date on
which the Executive's employment with the Company terminates) of the bonus
otherwise payable under Section 3.2a for the Bonus Period in which such
termination of employment occurs; provided, however, that (i) the Bonus Period
shall be deemed to end on the last day of the calendar quarter in which the
Executive's employment so terminates, and (ii) the business criteria used to
determine the bonus for this short Bonus Period shall be annualized and shall be
determined based upon audited financial information prepared in accordance with
generally accepted accounting principles, applied consistently with prior
periods, and reviewed and approved by the Compensation Committee of the Board.
The Incentive Compensation for this Bonus Period is sometimes hereinafter
referred to as the "TERMINATION YEAR BONUS".

                 c.    The Executive shall receive such additional bonuses, if
any, as the Board may in its sole and absolute discretion determine.

                 d.    Any bonuses payable pursuant to this Section 3.2 are
sometimes hereinafter referred to as "INCENTIVE COMPENSATION." Each period for
which Incentive Compensation is payable hereunder is sometimes hereinafter
referred to as a "BONUS PERIOD." Unless otherwise specified by the Board, the
Bonus Period shall be the calendar year.

                 e.    Notwithstanding the above, the Executive shall receive a
year 2000 bonus (the "Year 2000 Bonus Plan") as prescribed on Exhibit A hereto
payable in accordance with the Company's regular bonus payment schedule for
similar situated executives.

     4.    EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

           4.1   REIMBURSEMENT OF EXPENSES. Upon the submission of proper
substantiation by the Executive, and subject to such rules and guidelines as the
Company may from time to time adopt with respect to the reimbursement of
expenses of executive personnel, the Company shall reimburse the Executive for
all reasonable expenses actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement is sought and shall supply to the Company copies of all relevant
invoices, receipts or other evidence reasonably requested by the Company.

           4.2   COMPENSATION/BENEFIT PROGRAMS. During the Term of Employment,
the

                                       -3-


Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executive personnel, including savings, pension,
profit-sharing and deferred compensation plans, subject to the general
eligibility and participation provisions set forth in such plans.

           4.3   WORKING FACILITIES. During the Term of Employment, the Company
shall furnish the Executive with an office, secretarial help and such other
facilities and services suitable to his position and adequate for the
performance of his duties hereunder.

           4.4   STOCK OPTIONS. During the Term of Employment hereunder, and
subject to the execution of any other applicable agreements, the Executive shall
be eligible to receive options (the "INITIAL STOCK OPTIONS") to purchase up to
35,000 shares of common stock (the "COMMON STOCK") of the Company, to be
determined by the Chairman of the Company based upon the Executive's performance
and services rendered to the Company in calendar year 2001, and subject to the
approval by both the Compensation Committee and the Board at their regular
annual review of employee performance to be held in calendar year 2002. If and
to the extent awarded, the Initial Stock Options shall be granted under (and
therefore subject to all terms of) the Company's stock option plan (the "STOCK
OPTION PLAN") and pursuant to the terms of a certain stock option agreement (the
"OPTION AGREEMENT") to be entered into by and between the Executive and the
Company. In addition, during the Term of Employment, the Executive shall be
eligible to be granted additional options under the Company's Stock Option Plan.
The number, if any, of additional options and terms and conditions thereof shall
be determined by the Committee appointed pursuant to the Stock Option Plan, or
by the Board of Directors of the Company, in its discretion and pursuant to the
Stock Option Plan.

           4.5   OTHER BENEFITS. The Executive shall accrue up to four (4) weeks
of paid vacation each calendar year during the Term of Employment, to be taken
at such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder. Any accrued vacation time
not taken by Executive during any calendar year may be carried forward into any
succeeding calendar year. Notwithstanding the foregoing, in no event shall the
Executive's accrued vacation time exceed four (4) weeks at any point in time.
The Executive shall receive such additional benefits, if any, as the Board of
the Company shall from time to time determine.

           4.6   RELOCATION ALLOWANCE. Upon submission of proper documentation
to the Company by the Executive, the Company shall reimburse the Executive for
all reasonable relocation expenses incurred by the Executive. For this purpose,
relocation expenses shall include house-hunting trips, realtor's fees for the
sale of Executive's current home, moving expenses for household items, costs of
obtaining a new mortgage including associated closing costs and points, and
travel/transition of the Executive's family to Florida. In addition, the Company
shall reimburse the Executive on a grossed-up basis in the event that any
federal, state and local taxes are assessed upon the Executive with respect to
payments made pursuant to this Section 4.6. If the Executive terminates his
employment with the Company pursuant to Section 5.5 hereof (a) prior to the
first anniversary of the Commencement Date hereof, then the

                                       -4-


Executive immediately shall refund to the Company the full amount of any
relocation expenses reimbursed by the Company pursuant to this Section 4.7, or
(b) on or after the first anniversary of the Commencement Date hereof but prior
to the second anniversary of the Commencement Date (the "SECOND YEAR"), then the
Executive shall refund to the Company a portion of any relocation expenses
reimbursed by the Company pursuant to this Section 4.7, determined by
multiplying the total amount of relocation expenses paid to the Executive by a
fraction the numerator of which shall be equal to the number of full calendar
months the Executive was employed by the Company during the Second Year and the
denominator of which is 12. The Company shall be entitled to offset the refund
payable by the Executive pursuant to the prior sentence against any amounts
payable by the Company to the Executive.

     5.    TERMINATION.

           5.1   TERMINATION FOR CAUSE. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Term of
Employment, for Cause as defined below. For purposes of this Agreement, the term
"CAUSE" shall mean (i) an action or omission of the Executive which constitutes
a willful and material breach of, or willful and material failure or refusal
(other than by reason of his disability or incapacity) to perform his duties
under, this Agreement which is not cured within fifteen (15) days after receipt
by the Executive of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds or breach of trust in connection with his services
hereunder, (iii) a conviction of any crime which involves dishonesty or a breach
of trust, or (iv) gross negligence in connection with the performance of the
Executive's duties hereunder, which the Board in its reasonable discretion deems
to be good and sufficient cause to terminate the Executive's employment with the
Company. Any termination for Cause shall be made by notice in writing to the
Executive, which notice shall set forth in reasonable detail all acts or
omissions upon which the Company is relying for such termination. Upon any
termination pursuant to this Section 5.1, the Company shall (i) pay to the
Executive any unpaid Base Salary through the date of termination and (ii) pay to
the Executive his accrued but unpaid Incentive Compensation, if any, for any
Bonus Period ending on or before the date of the termination of Executive's
employment with the Company. Upon any termination effected and compensated
pursuant to this Section 5.1, the Company shall have no further liability
hereunder (other than for (x) reimbursement for reasonable business expenses
incurred prior to the date of termination, subject, however, to the provisions
of Section 4.1, and (y) payment of compensation for accrued and unused vacation
days).

           5.2   DISABILITY. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Term of Employment, if the
Executive shall become entitled to benefits under the Company's long term
disability plan as then in effect, or, if the Executive shall as the result of
mental or physical incapacity, illness or disability, become unable to perform
his obligations hereunder for a period of 180 days in any 12-month period. The
Board shall have sole discretion based upon competent medical advice to
determine whether the Executive is or continues to be disabled. Upon any
termination pursuant to this Section 5.2, the Company shall (i) pay to the
Executive any unpaid Base Salary through the effective date of termination
specified in such notice, (ii) pay to the Executive his accrued but unpaid
Incentive Compensation, if any, for any Bonus Period ending on or before the
date of termination of the Executive's employment with the Company, and (iii)
pay to the Executive his Termination Year

                                       -5-


Bonus, if any, at the time provided in Section 3.2b hereof. Upon any termination
effected and compensated pursuant to this SECTION 5.2, the Company shall have no
further liability hereunder (other than for (x) reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however,
to the provisions of Section 4.1, and (y) payment of compensation for accrued
and unused vacation days).

           5.3   DEATH. Upon the death of the Executive during the Term of
Employment, the Company shall (i) pay to the estate of the deceased Executive
any unpaid Base Salary through the Executive's date of death, (ii) pay to the
estate of the deceased Executive his accrued but unpaid Incentive Compensation,
if any, for any Bonus Period ending on or before the Executive's date of death,
and (iii) pay to the estate of the deceased Executive, the Executive's
Termination Year Bonus, if any, at the time provided in Section 3.2b hereof.
Upon any termination effected and compensated pursuant to this SECTION 5.3, the
Company shall have no further liability hereunder (other than for (x)
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 4.1, and (y) payment
of compensation for accrued and unused vacation days).

           5.4   TERMINATION WITHOUT CAUSE. At any time the Company shall have
the right to terminate the Term of Employment by written notice to the
Executive. Upon any termination pursuant to this Section 5.4 (that is not a
termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6), the Company shall
(i) pay to the Executive any unpaid Base Salary through the date of termination
specified in such notice, (ii) pay to the Executive the accrued but unpaid
Incentive Compensation, if any, for any Bonus Period ending on or before the
date of the termination of the Executive's employment with the Company, (iii)
continue to pay the Executive's Base Salary for a period of twelve (12) months
following the termination of the Executive's employment with the Company, in the
manner and at such times as the Base Salary otherwise would have been payable to
the Executive, and (iv) pay to the Executive his Termination Year Bonus, if any,
at the time provided in Section 3.2b. Upon any termination effected and
compensated pursuant to this SECTION 5.4. the Company shall have no further
liability hereunder (other than for (x) reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 4.1, and (y) payment of compensation for accrued and
unused vacation days).

           5.5   TERMINATION BY EXECUTIVE.

                 a.    The Executive shall at all times have the right, by
written notice not less than one hundred and eighty (180) days prior to the
termination date, to terminate his Employment Term.

                 b.    Upon termination of the Term of Employment pursuant to
this Section 5.5 (that is not a termination under Section 5.6) by the Executive,
the Company shall (i) pay to the Executive any unpaid Base Salary through the
effective date of termination specified in such notice and (ii) pay to the
Executive his accrued but unpaid Incentive Compensation, if any, for any Bonus
Period ending on or before the termination of Executive's employment with the
Company. Upon any termination effected and compensated pursuant to this Section
5.5(b), the Company shall have no further liability hereunder (other than for
(x) reimbursement for

                                       -6-


reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4.1, and (y) payment of compensation for
accrued and unused vacation days).

           5.6   CHANGE IN CONTROL OF THE COMPANY.

                 a.    Unless otherwise provided in Section 5.7 hereof, in the
event that a Change in Control (as defined in paragraph (b) of this Section 5.6)
in the Company shall occur during the Term of Employment, the Company shall pay
to the Executive, within thirty (30) days of the Change in Control, a lump sum
payment equal to one times the Executive's annual Base Salary. In addition, if a
Change in Control of the Company occurs during the Term of Employment, and prior
to one year after the date of the Change in Control, the Term of Employment is
terminated by the Company without Cause, pursuant to Section 5.4 hereof, the
Company shall (1) pay to the Executive any unpaid Base Salary through the
effective date of the termination, (2) pay to the Executive the Incentive
Compensation, if any, not yet paid to the Executive for any year prior to such
termination, at such time as the Incentive Compensation otherwise would have
been payable to the Executive, (3) pay to the Executive his Termination Year
Bonus, if any, at the time provided in Section 3.2 hereof, and (4) pay to the
Executive, within 30 days of the termination of his employment hereunder, a lump
sum payment equal to two times the Executive's annual Base Salary. The Company
shall have no further liability hereunder (other than for (1) reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 4.1, and (2) payment of compensation for
accrued and unused vacation days).

                 b.    For purposes of this Agreement, the term "CHANGE IN
CONTROL" shall mean:

                       (i)     Approval by the shareholders of the Company of
(x) a reorganization, merger, consolidation or other form of corporate
transaction or series of transactions, in each case, with respect to which
persons who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities, in substantially the
same proportions as their ownership immediately prior to such reorganization,
merger, consolidation or other transaction, or (y) a liquidation or dissolution
of the Company or (z) the sale of all or substantially all of the assets of the
Company (unless such reorganization, merger, consolidation or other corporate
transaction, liquidation, dissolution or sale is subsequently abandoned);

                       (ii)    Individuals who, as of the Commencement Date of
this Agreement, constitute the Board (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the Commencement Date of this Agreement whose
election, or nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the Incumbent
Board (other than an election or nomination of an individual whose initial
assumption, of office is in connection with an actual or threatened election
contest relating

                                       -7-


to the election of the Directors of the Company) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; or

                       (iii)   the acquisition (other than by or from the
Company) by any person, entity or "group", within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership
within the meaning of Rule 13-d promulgated under the Securities Exchange Act of
50% or more of either the then outstanding shares of the Company's Common Stock
or the combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors [(hereinafter referred
to as the ownership of a "CONTROLLING INTEREST") excluding, for this purpose,
any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity
or "group" that as of the Commencement Date of this Agreement owns beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the
Company or its Subsidiaries].

           5.7   CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

                 a.    For purposes of this section, (i) A PAYMENT shall mean
any payment or distribution in the nature of compensation to or for the benefit
of the Executive, whether paid or payable pursuant to this Agreement or
otherwise; (ii) AGREEMENT PAYMENT shall mean a Payment paid or payable pursuant
to this Agreement (disregarding this Section 5.7); (iii) NET AFTER TAX RECEIPT
shall mean the Present Value of a Payment net of all taxes imposed on the
Executive with respect thereto under Sections 1 and 4999 of the Code, determined
by applying the highest marginal rate under Section 1 of the Code which applied
to the Executive's taxable income for the immediately preceding taxable year;
(iv) "PRESENT VALUE" shall mean such value determined in accordance with Section
280G(d)(4) of the Code; and (v) "REDUCED AMOUNT" shall mean the smallest
aggregate amount of Payments which (a) is less than the sum of all Payments and
(b) results in aggregate Net After Tax Receipts which are equal to or greater
than the Net After Tax Receipts which would result if the aggregate Payments
were any other amount equal to or less than the sum of all Payments.

                 b.    Anything in this Agreement to the contrary
notwithstanding, in the event that the Company's independent auditors or, at the
Executive's Option, any other nationally or regionally recognized firm of
independent accountants selected by the Executive and approved by the Company,
which approval shall not be unreasonably withheld (the "ACCOUNTING FIRM"), shall
determine that receipt of all Payments would subject the Executive to tax under
Section 4999 of the Code, it shall determine whether some amount of Payments
would meet the definition of a "REDUCED AMOUNT." If the Accounting Firm
determines that there is a Reduced Amount, the aggregate Agreement Payments
shall be reduced to such Reduced Amount; provided, however, that if the Reduced
Amount exceeds the aggregate Agreement Payments, the aggregate Payments shall,
after the reduction of all Agreement Payments, be reduced (but not below zero)
in the amount of such excess.

                 c.    If the Accounting Firm determines that aggregate
Agreement Payments or Payments, as the case may be, should be reduced to the
Reduced Amount, the Company shall promptly give the Executive notice to that
effect and a copy of the detailed

                                       -8-


calculation thereof, and the Executive may then elect, in his sole discretion,
which and how much of the Agreement Payments or Payments, as the case may be,
shall be eliminated or reduced (as long as after such election the present value
of the aggregate Payments equals the Reduced Amount), and shall advise the
Company in writing of his election within ten days of his receipt of notice. If
no such election is made by the Executive within such ten-day period, the
Company may elect which of the Agreement Payments or Payments, as the case may
be, shall be eliminated or reduced (as long as after such election the present
value of the aggregate Payments equals the Reduced Amount) and shall notify the
Executive promptly of such election. All determinations made by the Accounting
Firm under this Section shall be binding upon the Company and the Executive and
shall be made within 60 days of a termination of employment of the Executive. As
promptly as practicable following such determination, the Company shall pay to
or distribute for the benefit of the Executive such Payments as are then due to
the Executive under this Agreement and shall promptly pay to or distribute for
the benefit of the Executive in the future such Payments as become due to the
Executive under this Agreement.

                 d.    While it is the intention of the Company and the
Executive to reduce the amounts payable or distributable to the Executive
hereunder only if the aggregate Net After Tax Receipts to the Executive would
thereby be increased, as a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that amounts will not have been paid
or distributed by the Company to or for the benefit of the Executive pursuant to
this Agreement which should not have been so paid or distributed ("OVERPAYMENT")
or that additional amounts which will have not been paid or distributed by the
Company to or for the benefit of the Executive pursuant to this Agreement could
have been so paid or distributed ("UNDERPAYMENT"), in each case, consistent with
the calculation of the Reduced Amount hereunder. In the event that the
Accounting Firm, based either upon the assertion of a deficiency by the Internal
Revenue Service against the Company or the Executive which the Accounting Firm
believes has a high probability of success or controlling precedent or other
substantial authority, determines that an Overpayment has been made, any such
Overpayment paid or distributed by the Company to or for the benefit of the
Executive shall be treated for all purposes as a loan AB INITIO to the Executive
which the Executive shall repay to the Company together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code;
provided, however, that no loan shall be deemed to have been made and no amount
shall be payable by the Executive to the Company if and to the extent such
deemed loan and payment would not either reduce the amount on which the
Executive is subject to tax under Section I and Section 4999 of the Code or
generate a refund of such taxes. In the event that the Accounting Firm, based
upon controlling precedent or other substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.

           5.8   RESIGNATION. Upon any termination of employment pursuant to
this Article 5, the Executive shall be deemed to have resigned as an officer,
and if he or she was then serving as a director of the Company, as a director,
and if required by the Board, the Executive hereby agrees to immediately execute
a resignation letter to the Board.

                                       -9-


           5.9   SURVIVAL. The provisions of this Article 5 shall survive the
termination of this Agreement, as applicable.

     6.    RESTRICTIVE COVENANTS.

           6.1   NON-COMPETITION. At all times while the Executive is employed
by the Company and for a one (1) year period immediately following the
termination of the Executive's employment with the Company for any reason, the
Executive shall not, directly or indirectly, engage in or have any interest in
any sole proprietorship, corporation, company, partnership, association, venture
or business or any other person or entity (whether as an employee, officer,
director, partner, agent, security holder, creditor, consultant or otherwise)
that directly or indirectly (or through any affiliated entity) competes with the
Company's business (for purposes of this Agreement, any business that engages in
the management or provision of anatomic pathology diagnostic services {whether
through physician practices, laboratories, hospitals, medical or surgery centers
or otherwise} shall be deemed to compete with the Company's business); provided
that such provision shall not apply to the Executive's ownership of common stock
of the Company or the acquisition by the Executive, solely as an investment, of
securities of any issuer that are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national securities exchange or that are quoted on
the National Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect
control of, more than five percent (5.0%) of any class of capital stock of such
corporation.

           6.2   CONFIDENTIAL INFORMATION. The Executive shall not at any time
divulge, communicate, use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by the Executive with
respect to the business of the Company (which shall include, but not be limited
to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, employees, employee compensation or benefits,
employment practices and methods of doing business) shall be deemed a valuable,
special and unique asset of the Company that is received by the Executive in
confidence and as a fiduciary, and Executive shall remain a fiduciary to the
Company with respect to all of such information. For purposes of this Agreement,
"CONFIDENTIAL INFORMATION" means information disclosed to the Executive or known
by the Executive as a consequence of or through the unique position of his
employment with the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof, and
not generally or publicly known, about the Company or its business.
Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
Executive from disclosing Confidential Information to promote the best interests
of the Company or to the extent required by law.

           6.3   NONSOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times while
the Executive is employed by the Company and for the two (2) year period
immediately following the termination of the Executive's employment with the
Company for any reason, the Executive

                                      -10-


shall not, directly or indirectly, for himself or for or on behalf of any other
person, firm, corporation, partnership, association or other entity (a) employ
or attempt to employ or solicit the termination of employment of or enter into
any contractual arrangement with any employee or former employee of the Company,
unless such employee or former employee has not been employed by the Company for
a period in excess of six (6) months, and/or (b) call on or solicit any of the
actual or targeted prospective customers or clients of the Company (or of its
physician practices or laboratories) on behalf of any person or entity in
connection with any business that competes with the Company's business, nor
shall the Executive make known the names and/or addresses of such employees,
customers or clients or any information relating in any manner to the Company's
trade or business relationships with such employees, customers or clients, other
than in connection with the performance of Executive's duties under this
Agreement.

           6.4   OWNERSHIP OF DEVELOPMENTS. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients (collectively, the "WORK PRODUCT") shall belong exclusively to the
Company and shall, to the extent possible, be considered a work made by the
Executive for hire for the Company within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered work made by
the Executive for hire for the Company, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest the
Executive may have in such Work Product. Upon the request of the Company, the
Executive shall take such further actions, including execution and delivery of
instruments of conveyance, as may be appropriate to give full and proper effect
to such assignment.

           6.5   BOOKS AND RECORDS. All books, records, and accounts relating in
any manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

           6.6   DEFINITION, OF COMPANY. Solely for purposes of this Article 6,
the term "COMPANY" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly, through one or more intermediaries,
control, are controlled by or are under common control with the Company during
the periods described herein.

           6.7   ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and
confirms that (a) the restrictive covenants contained in this Article 6 are
reasonably necessary to protect the legitimate business interests of the
Company, and (b) the restrictions contained in this Article 6 (including without
limitation the length of the term of the provisions of this Article 6) are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion of any kind. The Executive acknowledges and confirms that his special
knowledge of the business of the Company is such as would cause the Company
serious injury or loss if he were to use such ability and knowledge to the
benefit of a competitor or were to compete with the Company in violation of the
terms of this Article 6. The Executive further acknowledges that the

                                      -11-


restrictions contained in this Article 6 are intended to be, and shall be, for
the benefit of and shall be enforceable by, the Company's successors and
assigns.

           6.8   REFORMATION BY COURT. In the event that a court of competent
jurisdiction shall determine that any provision of this Article 6 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Article 6 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.

           6.9   EXTENSION OF TIME. If the Executive shall be in violation of
any provision of this Article 6, then each time limitation set forth in this
Article 6 shall be extended for a period of time equal to the period of time
during which such violation or violations occur. If the Company seeks injunctive
relief from such violation in any court, then the covenants set forth in this
Article 6 shall be extended for a period of time equal to the pendency of such
proceeding including all appeals by the Executive.

           6.10  SURVIVAL. the provisions of this Article 6 shall survive the
termination of this Agreement, as applicable.

     7.    INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Article 6 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Article 6 of this Agreement by the Executive or any of its affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

     8.    ARBITRATION. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
Palm Beach County, Florida, in accordance with the Rules of the American
Arbitration Association then in effect (except to the extent that the procedures
outlined below differ from such rules). Within thirty (30) days after written
notice by either party has been given that a dispute exists and that arbitration
is required, each party must select an arbitrator and those two arbitrators
shall promptly, but in no event later than thirty (30) days after their
selection, select a third arbitrator. The parties agree to act as expeditiously
as possible to select arbitrators and conclude the dispute. The selected
arbitrators must render their decision in writing. The cost and expenses of the
arbitration and of enforcement of any award in any court shall be borne by the
non-prevailing party. If advances are required, each party will advance one-half
of the estimated fees and expenses of the arbitrators. Judgment may be entered
on the arbitrators' award in any court having jurisdiction. Although arbitration
is contemplated to resolve disputes hereunder, either party may proceed to court
to obtain an injunction to protect its rights hereunder, the parties agreeing
that either could suffer irreparable harm by reason of any breach of this
Agreement. Pursuit of an injunction shall not impair arbitration on all
remaining issues.

                                      -12-


     9.    SECTION 162(m) LIMITS. Notwithstanding any other provision of this
Agreement to the contrary, if and to the extent that any remuneration payable by
the Company to the Executive for any year would exceed the maximum amount of
remuneration that the Company may deduct for that year under Section 162(m)
("SECTION 162(m)") of the Code, payment of the portion of the remuneration for
that year that would not be so deductible under Section 162(m) shall, in the
sole discretion of the Board, be deferred and become payable at such time or
times as the Board determines that it first would be deductible by the Company
under Section 162(m), with interest at the "short-term applicable rate" as such
term is defined in Section 1274(d) of the Code. The limitation set forth under
this Section 9 shall not apply with respect to any amounts payable to the
Executive pursuant to Article 5 hereof.

     10.   ASSIGNMENT. Neither party shall have the right to assign or delegate
his rights or obligations hereunder, or any portion thereof, to any other
person.

     11.   GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida, without reference
to principles of conflict of laws.

     12.   ENTIRE AGREEMENT: PRIOR AGREEMENTS. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and, upon its effectiveness, shall supersede all prior agreements,
understandings and arrangements, both oral and written, between the Executive
and the Company (or any of its affiliates) with respect to such subject matter.
In addition, this shall supercede and replace the Executive's Prior Employment
Agreement, as well as any and all other Employment and Severance Agreements, and
as of the Commencement Date hereof, the Prior Employment and Severance
Agreements shall terminate and shall no longer have any force and effect. This
Agreement may not be modified in any way unless by a written instrument signed
by both the Company and the Executive.

     13.   NOTICES: All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

           IF TO THE EXECUTIVE:

           BRIAN CARR
           2l52 Chickering Lane
           Nashville, TN 37215

           IF TO THE COMPANY:

           AmeriPath, Inc.
           7289 Garden Road, Suite 200
           Riviera Beach, FL 33404
           Attention: Chairman of the Board

                                      -13-


     or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     14.   BENEFITS: BINDING EFFECT. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and
applicable, assigns, including, without limitation, any successor to the
Company, whether by merger, consolidation, sale of stock, sale of assets or
otherwise.

     15.   SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall not affect the enforceability of the remaining portions of this
Agreement or any part thereof, all of which are inserted conditionally on their
being valid in law, and, in the event that any one or more of the words,
phrases, sentences, clauses, provisions, sections or articles contained in this
Agreement shall be declared invalid, this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences, clause or
clauses, provisions or provisions, section or sections or article or articles
had not been inserted. If such invalidity is caused by length of time or size of
area, or both, the otherwise invalid provision will be considered to be reduced
to a period or area which would cure such invalidity.

     16.   WAIVERS. The waiver by either party hereto of a breach or violation
of any term or provision of this Agreement shall not operate nor be construed as
a waiver of any subsequent breach or violation.

     17.   DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement, In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

     18.   SECTION HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

     19.   NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

     20.   WITHHOLDING TAXES. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

     21.   COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each

                                      -14-


of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument and agreement.

                          [SIGNATURES ON FOLLOWING PAGE]

                                      -15-


     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                             COMPANY:

                                             AMERIPATH, INC., a Delaware
                                             corporation


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

                                             EXECUTIVE:

                                               /s/ Brian C. Carr
                                             -----------------------------------
                                             BRIAN C. CARR

                                      -16-


                                    EXHIBIT A

  2000 Bonus Targets



              PERCENTAGE                                       BRIAN CARR
- ------------------------------------------      -------------------------------------------
                                             
      2000 100% Base Total Opportunity          $80,000

             2000 discretionary                 $47,000
                  base

         2000 non-discretionary portion         $33,000

          40% of discretionary base             Annual pre-corporate EBITDA of $5.883
 Sliding scale below 100%; at 69% no bonus      million on existing regions (an increase of
           100%  goal = 100% base               22.7% over 1999)
 110% goal = 120% base
 120% goal = 140% base
 130% goal = 160% base
 140% goal = 180% base
 150% goal = 200% base
    % as indicated on discretionary base        Implementation of additional 2000
                                                compliance programs and procedures
                                                               5%

    % as indicated on discretionary base                       N/A

      %10 on discretionary base                    Integrate PathSource with minimum of
  (only applicable if PathSource closes)        $1.0 million corporate/operating synergies

  % as indicated; sliding scale down, no bonus  Add new groups with minimum total
         earned at  69% or below.               annualized EBITDA (precorporate)of
                                                $5.5 million
                                                               20%

 Subjective amount                                             25%


                                      -17-


                        AMENDMENT TO EMPLOYMENT AGREEMENT

           THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made this 1st
day of April, 2001, by and between AMERIPATH, INC., a Delaware corporation (the
"Company") and BRIAN C. CARR (the "Executive").

                                   WITNESSETH

           WHEREAS, the Company and the Executive entered into an Employment
Agreement on November 30, 2000 (the "Agreement"); and

           WHEREAS, the Company and the Executive wish to amend the Agreement.

           NOW, THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows.

           1.    RECITALS. The foregoing recitals are true and correct and are
incorporated herein by this reference.

           2.    REPAYMENT OF RELOCATION EXPENSE. Delete the fourth and fifth
sentences of Subsection 4.6 and insert the following at the end of third
sentence of Subsection 4.6 of the Agreement: "The Executive shall have no
obligation to refund any relocation expenses reimbursed by the Company."

           3.    VESTING OF OPTIONS UPON AND AFTER CHANGE IN CONTROL. Insert the
following at the end of the first sentence in Subsection 5.6 a. of the
Agreement: "and accelerate the vesting of all AmeriPath Stock Options which have
been granted to the Executive, so that the unvested shares are one hundred (100)
percent vested." Insert the following at the end of the second sentence in
Subsection 5.6 a. of the Agreement: "and (5) accelerate the vesting of all
AmeriPath Stock Options which have been granted to the Executive since the
Change in Control but are unvested, so that the unvested shares are one hundred
(100) percent vested."

           4.    CHANGE CONTROL ANNIVERSARY BONUS. Insert the following as
Subsection 5.6 c. in the Agreement:

 If, on the date of the one-year anniversary of the date of the Change In
 Control, the Executive is in the employ of the Company, or any successor
 thereto or assign thereof, the Executive shall be paid, on such one-year
 anniversary date, an additional lump sum bonus equal to one times the
 Executive's annual Base Salary as determined immediately prior to the Change in
 Control Date (the "Anniversary Bonus").

           5.    CONFLICTING TERMS & SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement shall remain in full force and
effect. In the event the terms of this Amendment shall conflict with the terms
of the Agreement, the terms of this Amendment shall control.



           6.    COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one documents.

           7.    FINAL AGREEMENT. The Agreement, as amended by this Amendment,
constitute the final agreement between the parties hereto and supercedes any
prior or contemporaneous agreement or representation, oral or written, among
them with respect to the matters set forth in the Agreement and this Amendment.

           IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.

                                      COMPANY

                                      AMERIPATH, INC.

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


                                      EXECUTIVE

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



                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment") is made
this 6 day of December, 2002, by and between AMERIPATH, INC., a Delaware
corporation (the "Company") and BRIAN C. CARR (the "Executive").

                               W I T N E S S E T H

     WHEREAS, the Company and the Executive entered into an Employment Agreement
on November 30, 2000 (the "Employment Agreement"); and

     WHEREAS, the Company and the Executive entered into an Amendment to the
Employment Agreement on April 1, 2001 (the "First Amendment"); and

     WHEREAS, the Company and the Executive wish to further amend both the
Employment Agreement and the First Amendment only if there is a Change in
Control transaction of the Company on or before December 31, 2003.

     NOW, THEREFORE, in consideration of the Executive's exemplary efforts on
behalf of the Company and his continued employment with the Company and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged. the Company and the Executive further agree as follows:

     1.    RECITALS: The foregoing recitals are true and correct and are
           incorporated herein by this reference.

     2.    CHANGE IN CONTROL BONUS: Insert the following as subsection 5.6 a. in
           the Employment Agreement and in place of subsection 4. in the First
           Amendment:

                                        1


Unless otherwise provided in Section 5.7 hereof, in the event that a Change in
Control (as defined in paragraph (b) of this Section 5.6) in the Company shall
occur during the Turn of Employment, the Executive shall be paid Nine Hundred
Seventy Five Thousand Dollars Exactly ($975,000) in a lump sum, less applicable
withholding and other taxes, no later than the effective date of the Change in
Control. This sum of $975,000 equals three year's annual Base Salary at the
Executive's current rate of $300,000 and the payments of the Executive's 2002
performance bonus equal to $75,000. In the event the Executive is terminated for
any reason or the Executive terminates the agreement after a Change in Control,
the Company shall (i) pay to the Executive any unpaid Base Salary through the
effective date of the Executive's termination, and (ii) pay to the Executive the
accrued but unpaid Incentive Compensation, if any, for any Bonus Period ending
on or before the date of the termination. Upon any termination effected and
compensated pursuant to this paragraph, the Company shall have no further
liability hereunder (other than for (1) reimbursement of reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 4.1, (2) payment of compensation for accrued and unused
vacation days, and (3) Continuation of Benefits pursuant to Section 3 of this
Second Amendment).

     3.    CONTINUATION OF BENEFITS: The Company, or its successor, agrees to
pay the premiums for health insurance benefit continuation coverage for
Executive and his family under the same terms and conditions as though he were
an employee, for a period of one year following his effective date of
termination. Thereafter, Executive shall be responsible for payments to continue
such coverage in effect at that time at the group rates applicable pursuant to
COBRA continuation coverage.

                                        2


     4.    NON-COMPETITION. In the first sentence of Section 6.1 of the
Employment Agreement, replace "one (1) year period" with "two (2) year period".

     5.    CONFLICTING TERMS & SURVIVAL OF AGREEMENT. Except as specifically set
forth herein, the Agreement shall remain in full force and effect. In the event
the terms of this Second Amendment shall conflict with the terms of either the
Employment Agreement or the First Amendment, the terms of this Second Amendment
shall control.

     6.    COUNTERPART. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one document.

     7.    FINAL AGREEMENT. The Employment Agreement, the First Amendment and
the Second Amendment constitute the final agreement between the parties hereto
and supersedes any prior or contemporaneous agreement or representation, oral
written, among them with respect to the matters set forth in the Agreement and
this Amendment.

     IN WITNESS WHEREOF, the parties have executed this Amendment on the date
set forth above.

                                      COMPANY - AMERIPATH, INC.

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


                                      EXECUTIVE

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

                                       3

EX-10.16

                                                                   EXHIBIT 10.16

                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("AGREEMENT") is made and entered into on this
9th day of April, 2001, effective as of April 1, 2001 by and between AMERIPATH,
INC., a Delaware corporation (the "COMPANY"), and GREGORY A. MARSH (hereinafter,
the "EXECUTIVE").

                                 R E C I T A L S

     A.   The Executive is currently employed by the Company as its Vice
President and Chief Financial Officer pursuant to a letter agreement dated
February 1, 2001 (the "PRIOR EMPLOYMENT AGREEMENT").

     B.   Prior to entering into the Prior Employment Agreement, the Company
offered the Executive and the Executive accepted an Executive Retention
Agreement dated August 12, 1999 (the "Retention Agreement").

     C.   The Company and the Executive now wish to enter into this new
Agreement, which is intended to supercede and replace the Prior Employment
Agreement and the Retention Agreement in their entirety, to reflect the
Executive's position and duties, his compensation, and other terms and
conditions of his employment as Vice President and Chief Financial Officer of
the Company. Upon execution of this Agreement by both the Executive and the
Company, the Prior Employment Agreement and the Retention Agreement shall
terminate and no longer have any force and effect.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the promises and mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company agree
as follows:

     1.   RECITALS. The foregoing recitals are true and correct and are
incorporated herein by this reference.

     2.   EMPLOYMENT.

          2.1   EMPLOYMENT AND TERM. During the Term of Employment, the Company
hereby agrees to employ the Executive and the Executive hereby agrees to serve
the Company on the terms and conditions set forth herein.

          2.2   DUTIES OF EXECUTIVE. During the Term of Employment, the
Executive shall serve as the Vice President and Chief Financial Officer of the
Company, shall faithfully and diligently perform all services as may be assigned
to him by the Company, and shall exercise such power and authority as may from
time to time be delegated to him. The Executive shall devote his full time and
attention to the business and affairs of the Company, render such services to
the best of his ability, and use his reasonable best efforts to promote the
interests of

                                      - 1 -


the Company. The Executive shall comply with the Company's employment policies
and practices generally applicable to its officers and employees including,
without limitation, insider trading and confidentiality policies.
Notwithstanding the foregoing or any other provision of this Agreement, it shall
not be a breach or violation of this Agreement for the Executive to (i) serve on
corporate, civic or charitable boards or committees, (ii) deliver lectures,
fulfill speaking engagements or teach at educational institutions, or (iii)
manage personal investments, so long as such activities do not interfere with or
detract from the performance of the Executive's responsibilities to the Company
in accordance with this Agreement.

     3.   TERM OF EMPLOYMENT. The term of employment under this Agreement, and
the employment of the Executive hereunder (the "TERM OF EMPLOYMENT"), shall
commence upon execution of this Agreement by both the Executive and the Company
and shall terminate upon the date on which the employment of the Executive is
terminated pursuant to and in accordance with Section 6 hereof (the "EXPIRATION
DATE").

     4.   COMPENSATION.

          4.1   BASE SALARY. The Executive shall receive a base salary at the
annual rate of $180,000 (the "BASE SALARY") during the Term of Employment, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall be reviewed at least annually.

          4.2   BONUSES.

                a.  During the Term of Employment, for each calendar year during
the Term of Employment (the "Bonus Period"), the Board shall establish a bonus
pool from which the Executive shall be eligible to receive an annual bonus
potentially equal to thirty-five percent (35%) of the Executive's Base Salary
(the "BONUS PAYMENT"), to be determined by the Executive's supervisor and based
upon the satisfaction by the Executive and/or the Company of the goals (the
"GOALS"), to be established by the Company. Notwithstanding the foregoing, in
the event that the Goals are either exceeded or not fully achieved for a Bonus
Period, the Executive may be eligible to receive a Bonus Payment in an amount in
excess of or less than thirty-five percent (35%) of the Executive's Base Salary.

                b.  For the Bonus Period in which the Executive's employment
with the Company terminates for any reason other than by the Company for Cause
under Section 6.1 hereof, provided that the Executive has been continuously
employed with the Company for a minimum of six (6) months during such Bonus
Period, the Company shall pay the Executive a pro rata portion (based upon the
period beginning on the first day of the Bonus Period and ending on the date on
which the Executive's employment with the Company terminates) of the bonus
otherwise payable under Section 4.2 for the Bonus Period in which such
termination of employment occurs; provided, however, that (i) the Bonus Period
shall be deemed to end on the last day of the calendar quarter in which the
Executive's employment so terminates, and (ii) the business criteria used to
determine the bonus for this short Bonus Period shall be annualized and

                                      - 2 -


shall be determined based upon audited financial information prepared in
accordance with generally accepted accounting principles, applied consistently
with prior periods, and reviewed and approved by the Compensation Committee of
the Board. The Incentive Compensation for this Bonus Period is sometimes
hereinafter referred to as the "TERMINATION YEAR BONUS".

     5.   EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

          5.1   REIMBURSEMENT OF EXPENSES. Upon the submission of proper
substantiation by the Executive, and subject to such rules and guidelines as the
Company may from time to time adopt with respect to the reimbursement of
expenses of executive personnel, the Company shall reimburse the Executive for
all reasonable expenses actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement is sought and shall supply to the Company copies of all relevant
invoices, receipts or other evidence reasonably requested by the Company.

          5.2   COMPENSATION/BENEFIT PROGRAMS. During the Term of Employment,
the Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executive personnel, including savings, pension,
profit-sharing and deferred compensation plans, subject to the general
eligibility and participation provisions set forth in such plans.

          5.3   STOCK OPTIONS. During the Term of Employment hereunder, and
subject to the execution of any other applicable agreements, the Executive shall
be eligible on an annual basis to receive options (the "STOCK OPTIONS") to
purchase common stock (the "COMMON STOCK") of the Company, the amount to be
determined by the Chairman of the Board and CEO (the "CHAIRMAN") of the Company
based upon the Executive's performance and services rendered to the Company, and
subject to the approval by both the Compensation Committee and the Board at
their regular annual review of executive performance. If and to the extent
awarded, the Stock Options shall be granted under (and therefore subject to all
terms of) the Company's stock option plan (the "STOCK OPTION PLAN") and pursuant
to the terms of a certain stock option agreement (the "OPTION AGREEMENT") to be
entered into by and between the Executive and the Company. In addition, during
the Term of Employment, the Executive shall be eligible to be granted additional
options under the Company's Stock Option Plan. The number, if any, of additional
options and terms and conditions thereof shall be determined by the Committee
appointed pursuant to the Stock Option Plan, or by the Board of Directors of the
Company, in its discretion and pursuant to the Stock Option Plan.
Notwithstanding any other provision of this Agreement, Option Agreements entered
into by the Executive and the Company prior to the date of this Agreement shall
remain in full force and effect.

          5.4   OTHER BENEFITS. The Executive shall accrue up to four (4) weeks
of paid vacation each calendar year during the Term of Employment, to be taken
at such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall

                                      - 3 -


significantly interfere with the duties required to be rendered by the Executive
hereunder. Any accrued vacation time not taken by Executive during any calendar
year may be carried forward into any succeeding calendar year. Notwithstanding
the foregoing, in no event shall the Executive's accrued vacation time exceed
four (4) weeks at any point in time. The Executive shall receive such additional
benefits, if any, as the Board of the Company shall from time to time determine.

     6.   TERMINATION AND/OR CHANGE OF CONTROL.

          6.1   TERMINATION FOR CAUSE. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Term of
Employment, for Cause as defined below. For purposes of this Agreement, the term
"CAUSE" shall mean (i) an action or omission of the Executive which constitutes
a willful and material breach of, or willful and material failure or refusal
(other than by reason of his disability or incapacity) to perform his duties
under, this Agreement which is not cured within fifteen (15) days after receipt
by the Executive of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds or breach of trust in connection with his services
hereunder, (iii) a conviction of any crime which involves dishonesty or a breach
of trust, or (iv) gross negligence in connection with the performance of the
Executive's duties hereunder, which the Board in its reasonable discretion deems
to be good and sufficient cause to terminate the Executive's employment with the
Company. Any termination for Cause shall be made by notice in writing to the
Executive, which notice shall set forth in reasonable detail all acts or
omissions upon which the Company is relying for such termination. Upon any
termination pursuant to this Section 6.1, the Company shall pay to the Executive
any accrued and unpaid Base Salary through the date of termination. Upon any
termination effected and compensated pursuant to this Section 6.1, the Company
shall have no further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 5.1, and payment of compensation for
accrued and unused vacation days).

          6.2   DISABILITY. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Term of Employment, if the
Executive shall become entitled to benefits under the Company's long term
disability plan as then in effect, or, if the Executive shall as the result of
mental or physical incapacity, illness or disability, become unable to perform
his obligations hereunder for a period of 180 days in any 12-month period. The
Board shall have sole discretion based upon competent medical advice to
determine whether the Executive is or continues to be disabled. Upon any
termination pursuant to this Section 6.2, the Company shall (i) pay to the
Executive any accrued and unpaid Base Salary and Bonus Payment, through the
effective date of termination specified in such notice, (ii) pay to the
Executive his Termination Year Bonus, if any, at the time provided in Section
4.2b hereof, and (iii) pay the COBRA premiums for the Executive's medical and
dental insurance coverage in effect on the termination date, for a period of
twelve (12) months following the termination of the Executive's employment with
the Company. Upon any termination effected and compensated pursuant to this
Section 6.2, the Company shall have no further liability hereunder (other than
for reimbursement for reasonable business expenses incurred prior to the date of
termination,

                                      - 4 -


subject, however, to the provisions of Section 5.1, and payment of compensation
for accrued and unused vacation days).

          6.3   DEATH. Upon the death of the Executive during the Term of
Employment, the Company shall (i) pay to the estate of the deceased Executive
any accrued and unpaid Base Salary and Bonus Payment, through the Executive's
date of death, (ii) pay to the estate of the deceased Executive, the Executive's
Termination Year Bonus, if any, at the time provided in Section 4.2b hereof.
Upon any termination effected and compensated pursuant to this Section 6.3, the
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5.1, and payment of compensation
for accrued and unused vacation days).

          6.4   TERMINATION WITHOUT CAUSE. At any time the Company shall have
the right to terminate the Term of Employment by written notice to the
Executive. Upon any termination pursuant to this Section 6.4 (that is not a
termination under any of Sections 6.1, 6.2, 6.3 or 6.5) the Company shall (i)
pay to the Executive any accrued and unpaid Base Salary and Bonus Payment,
through the date of termination specified in such notice, (ii) continue to pay
the Executive's Base Salary for a period of twelve (12) months following the
termination of the Executive's employment with the Company, in the manner and at
such times as the Base Salary otherwise would have been payable to the
Executive, (iii) pay to the Executive his Termination Year Bonus, if any, at the
time provided in Section 4.2b, and (iv) pay the COBRA premiums for the
Executive's medical and dental insurance coverage in effect on the termination
date, for a period of twelve (12) months following the termination of the
Executive's employment with the Company. Upon any termination effected and
compensated pursuant to this Section 6.4, the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 5.1, and payment of compensation for accrued and unused
vacation days).

          6.5   TERMINATION BY EXECUTIVE.

                a.  The Executive shall at all times have the right, by written
notice not less than ninety (90) days prior to the termination date, to
terminate his Employment Term.

                b.  Upon termination of the Term of Employment pursuant to this
Section 6.5 (that is not a termination under Section 6.6) by the Executive, the
Company shall pay to the Executive any accrued and unpaid Base Salary and Bonus
Payment, through the effective date of termination specified in such notice.
Upon any termination effected and compensated pursuant to this Section 6.5, the
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5.1, and payment of compensation
for accrued and unused vacation days).

                                      - 5 -


          6.6   CHANGE IN CONTROL OF THE COMPANY.

                a.  Unless otherwise provided in Section 6.7 hereof, in the
event that a Change in Control (as defined in paragraph g. of this Section 6.6)
in the Company shall occur during the Term of Employment, the Company shall (i)
pay to the Executive, within thirty (30) days of the date of the Change in
Control, a lump sum bonus equal to one and one half times the Executive's annual
Base Salary (the "Change in Control Date Bonus"), and (ii) the vesting of all
AmeriPath Stock Options which have been granted to the Executive but are
unvested, so that the unvested shares are one hundred (100) percent vested on
the date of Change in Control.

                b.  If the Executive's Term of Employment is terminated prior to
and it is reasonably demonstrated that such termination (i) was at the request
of a third party who has taken steps reasonably calculated to effect a Change of
Control, or (ii) otherwise arose in connection with or anticipation of a Change
of Control, then for all purposes hereunder, a "Change of Control Termination"
shall be deemed to have occurred.

                c.  If Executive's Term of Employment is terminated without
cause pursuant Section 6.4 hereof, within one year after a Change of Control, a
"Change of Control Termination" shall be deemed to have occurred.

                d.  If, within one year following a Change of Control, (i) the
Company requires the Executive to be based at any office or location more than
twenty-five (25) miles from that in which the Executive was based at the time
this Agreement was executed (except for travel reasonably required in the
performance of the Executive's duties and responsibilities hereunder), or (ii)
the Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities are not at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at the time preceding the Change in Control, then in
either event, the Executive may elect to terminate this Agreement and a "Change
of Control Termination" shall be deemed to have occurred.

                e.  In the event of a "Change of Control Termination" under
paragraphs b, c, or d of this Section 6.6, the Company shall:

                    (i)    pay to the Executive any accrued and unpaid Base
Salary and Bonus Payment, through the effective date of the termination;

                    (ii)   pay to the Executive his Termination Year Bonus, if
any, at the time provided in Section 4.2b hereof;

                    (iii)  pay to the Executive, within 30 days of the
termination of his employment hereunder, a lump sum payment equal to one and one
half times the Executive's annual Base Salary;

                                      - 6 -


                    (iv)   accelerate the vesting of all AmeriPath Stock Options
which have been granted to the Executive since the Change in Control but are
unvested, so that the unvested shares are one hundred (100) percent vested as of
the Executive's Termination Date; and

                    (v)    pay to the Executive in a lump sum the compensation
and benefits provided in the Termination Without Cause Section 6.4.

The Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5.1, and payment of
compensation for accrued and unused vacation days).

                f.  If, on the date of the one-year anniversary of the date of
the Change In Control, the Executive is in the employ of the Company, or any
successor thereto or assign thereof, the Executive shall be paid, on such
one-year anniversary date, an additional lump sum bonus equal to one (1) times
the Executive's annual Base Salary as determined immediately prior to the Change
in Control Date (the "Anniversary Bonus").

                g.  For purposes of this Agreement, the term "CHANGE IN CONTROL"
shall mean:

                    (i)    Approval by the shareholders of the Company of (x) a
reorganization, merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company's then outstanding
voting securities, in substantially the same proportions as their ownership
immediately prior to such reorganization, merger, consolidation or other
transaction, or (y) a liquidation or dissolution of the Company or (z) the sale
of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned);

                    (ii)   Individuals who, as of the Commencement Date of this
Agreement, constitute the Board (the "INCUMBENT BOARD") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the Commencement Date of this Agreement whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company) shall be, for purposes
of this Agreement, considered as though such person were a member of the
Incumbent Board; or

                                      - 7 -


                    (iii)  the acquisition (other than by or from the Company)
by any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of beneficial ownership within the
meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or
more of either the then outstanding shares of the Company's Common Stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors [(hereinafter referred
to as the ownership of a "CONTROLLING INTEREST") excluding, for this purpose,
any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity
or "group" that as of the Commencement Date of this Agreement owns beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the
Company or its Subsidiaries].

          6.7   CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

                a.  For purposes of this section, (i) A PAYMENT shall mean any
payment or distribution in the nature of compensation to or for the benefit of
the Executive, whether paid or payable pursuant to this Agreement or otherwise;
(ii) AGREEMENT PAYMENT shall mean a Payment paid or payable pursuant to this
Agreement (disregarding this Section 6.7); (iii) NET AFTER TAX RECEIPT shall
mean the Present Value of a Payment net of all taxes imposed on the Executive
with respect thereto under Sections 1 and 4999 of the Code, determined by
applying the highest marginal rate under Section 1 of the Code which applied to
the Executive's taxable income for the immediately preceding taxable year; (iv)
"PRESENT VALUE" shall mean such value determined in accordance with Section
280G(d)(4) of the Code; and (v) "REDUCED AMOUNT" shall mean the smallest
aggregate amount of Payments which (a) is less than the sum of all Payments and
(b) results in aggregate Net After Tax Receipts which are equal to or greater
than the Net After Tax Receipts which would result if the aggregate Payments
were any other amount equal to or less than the sum of all Payments.

                b.  Anything in this Agreement to the contrary notwithstanding,
in the event that the Company's independent auditors or, at the Executive's
option, any other nationally or regionally recognized firm of independent
accountants selected by the Executive and approved by the Company, which
approval shall not be unreasonably withheld (the "ACCOUNTING FIRM"), shall
determine that receipt of all Payments would subject the Executive to tax under
Section 4999 of the Code, it shall determine whether some amount of Payments
would meet the definition of a "REDUCED AMOUNT." If the Accounting Firm
determines that there is a Reduced Amount, the aggregate Agreement Payments
shall be reduced to such Reduced Amount; provided, however, that if the Reduced
Amount exceeds the aggregate Agreement Payments, the aggregate Payments shall,
after the reduction of all Agreement Payments, be reduced (but not below zero)
in the amount of such excess.

                c.  If the Accounting Firm determines that aggregate Agreement
Payments or Payments, as the case may be, should be reduced to the Reduced
Amount, the Company shall promptly give the Executive notice to that effect and
a copy of the detailed calculation thereof, and the Executive may then elect, in
his sole discretion, which and how much

                                      - 8 -


of the Agreement Payments or Payments, as the case may be, shall be eliminated
or reduced (as long as after such election the present value of the aggregate
Payments equals the Reduced Amount), and shall advise the Company in writing of
his election within ten days of his receipt of notice. If no such election is
made by the Executive within such ten-day period, the Company may elect which of
the Agreement Payments or Payments, as the case may be, shall be eliminated or
reduced (as long as after such election the present value of the aggregate
Payments equals the Reduced Amount) and shall notify the Executive promptly of
such election. All determinations made by the Accounting Firm under this Section
shall be binding upon the Company and the Executive and shall be made within 60
days of a termination of employment of the Executive. As promptly as practicable
following such determination, the Company shall pay to or distribute for the
benefit of the Executive such Payments as are then due to the Executive under
this Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such Payments as become due to the Executive under this
Agreement.

                d.  While it is the intention of the Company and the Executive
to reduce the amounts payable or distributable to the Executive hereunder only
if the aggregate Net After Tax Receipts to the Executive would thereby be
increased, as a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that amounts will not have been paid or distributed by
the Company to or for the benefit of the Executive pursuant to this Agreement
which should not have been so paid or distributed ("OVERPAYMENT") or that
additional amounts which will have not been paid or distributed by the Company
to or for the benefit of the Executive pursuant to this Agreement could have
been so paid or distributed ("UNDERPAYMENT"), in each case, consistent with the
calculation of the Reduced Amount hereunder. In the event that the Accounting
Firm, based either upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Executive which the Accounting Firm believes
has a high probability of success or controlling precedent or other substantial
authority, determines that an Overpayment has been made, any such Overpayment
paid or distributed by the Company to or for the benefit of the Executive shall
be treated for all purposes as a loan AB INITIO to the Executive which the
Executive shall repay to the Company together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided, however,
that no loan shall be deemed to have been made and no amount shall be payable by
the Executive to the Company if and to the extent such deemed loan and payment
would not either reduce the amount on which the Executive is subject to tax
under Section 1 and Section 4999 of the Code or generate a refund of such taxes.
In the event that the Accounting Firm, based upon controlling precedent or other
substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.

          6.8   RESIGNATION. Upon any termination of employment pursuant to this
Article 6, the Executive shall be deemed to have resigned as an officer, and if
he was then serving as a director of the Company, as a director, and if required
by the Board, the Executive hereby agrees to immediately execute a resignation
letter to the Board.

                                      - 9 -


          6.9   SURVIVAL. The provisions of this Article 6 shall survive the
termination of this Agreement, as applicable.

     7.   RESTRICTIVE COVENANTS.

          7.1   NON-COMPETITION. At all times while the Executive is employed by
the Company and for a one (1) year period immediately following the termination
of the Executive's employment with the Company for any reason, the Executive
shall not, directly or indirectly, engage in or have any interest in any sole
proprietorship, corporation, company, partnership, association, venture or
business or any other person or entity (whether as an employee, officer,
director, partner, agent, security holder, creditor, consultant or otherwise)
that directly or indirectly (or through any affiliated entity) competes with the
Company's business (for purposes of this Agreement, any business that engages in
the management or provision of anatomic pathology diagnostic services {whether
through physician practices, laboratories, hospitals, medical or surgery centers
or otherwise} shall be deemed to compete with the Company's business); provided
that such provision shall not apply to the Executive's ownership of common stock
of the Company or the acquisition by the Executive, solely as an investment, of
securities of any issuer that are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national securities exchange or that are quoted on
the National Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect
control of, more than five percent (5.0%) of any class of capital stock of such
corporation.

          7.2   CONFIDENTIAL INFORMATION. The Executive shall not at any time
divulge, communicate, use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by the Executive with
respect to the business of the Company (which shall include, but not be limited
to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, employees, employee compensation or benefits,
employment practices and methods of doing business) shall be deemed a valuable,
special and unique asset of the Company that is received by the Executive in
confidence and as a fiduciary, and Executive shall remain a fiduciary to the
Company with respect to all of such information. For purposes of this Agreement,
"CONFIDENTIAL INFORMATION" means information disclosed to the Executive or known
by the Executive as a consequence of or through the unique position of his
employment with the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof, and
not generally or publicly known, about the Company or its business.
Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
Executive from disclosing Confidential Information to promote the best interests
of the Company or to the extent required by law.

                                     - 10 -


          7.3   NONSOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times while
the Executive is employed by the Company and for the two (2) year period
immediately following the termination of the Executive's employment with the
Company for any reason, the Executive shall not, directly or indirectly, for
himself or for or on behalf of any other person, firm, corporation, partnership,
association or other entity (a) employ or attempt to employ or solicit the
termination of employment of or enter into any contractual arrangement with any
employee or former employee of the Company, unless such employee or former
employee has not been employed by the Company for a period in excess of six (6)
months, and/or (b) call on or solicit any of the actual or targeted prospective
customers or clients of the Company (or of its physician practices or
laboratories) on behalf of any person or entity in connection with any business
that competes with the Company's business, nor shall the Executive make known
the names and/or addresses of such employees, customers or clients or any
information relating in any manner to the Company's trade or business
relationships with such employees, customers or clients, other than in
connection with the performance of Executive's duties under this Agreement.

          7.4   OWNERSHIP OF DEVELOPMENTS. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients (collectively, the "WORK PRODUCT") shall belong exclusively to the
Company and shall, to the extent possible, be considered a work made by the
Executive for hire for the Company within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered work made by
the Executive for hire for the Company, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest the
Executive may have in such Work Product. Upon the request of the Company, the
Executive shall take such further actions, including execution and delivery of
instruments of conveyance, as may be appropriate to give full and proper effect
to such assignment.

          7.5   BOOKS AND RECORDS. All books, records, and accounts relating in
any manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

          7.6   DEFINITION OF COMPANY. Solely for purposes of this Article 7,
the term "COMPANY" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly, through one or more intermediaries,
control, are controlled by or are under common control with the Company during
the periods described herein.

          7.7   ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and
confirms that (a) the restrictive covenants contained in this Article 7 are
reasonably necessary to protect the legitimate business interests of the
Company, and (b) the restrictions contained in this Article 7 (including without
limitation the length of the term of the provisions of this Article 7)

                                     - 11 -


are not overbroad, overlong, or unfair and are not the result of overreaching,
duress or coercion of any kind. The Executive acknowledges and confirms that
his special knowledge of the business of the Company is such as would cause the
Company serious injury or loss if he were to use such ability and knowledge to
the benefit of a competitor or were to compete with the Company in violation of
the terms of this Article 7. The Executive further acknowledges that the
restrictions contained in this Article 7 are intended to be, and shall be, for
the benefit of and shall be enforceable by, the Company's successors and
assigns.

          7.8   REFORMATION BY COURT. In the event that a court of competent
jurisdiction shall determine that any provision of this Article 7 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Article 7 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.

          7.9   EXTENSION OF TIME. If the Executive shall be in violation of any
provision of this Article 7, then each time limitation set forth in this Article
7 shall be extended for a period of time equal to the period of time during
which such violation or violations occur. If the Company seeks injunctive relief
from such violation in any court, then the covenants set forth in this Article 7
shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by the Executive.

          7.10  SURVIVAL. The provisions of this Article 7 shall survive the
termination of this Agreement, as applicable.

     8.   INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Article 7 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Article 7 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

     9.   ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Palm Beach
County, Florida, in accordance with the Rules of the American Arbitration
Association then in effect (except to the extent that the procedures outlined
below differ from such rules). Within thirty (30) days after written notice by
either party has been given that a dispute exists and that arbitration is
required, each party must select an arbitrator and those two arbitrators shall
promptly, but in no event later than thirty (30) days after their selection,
select a third arbitrator. The parties agree to act as expeditiously as
possible to select arbitrators and conclude the dispute. The selected
arbitrators must render their decision in writing. The cost and expenses of the
arbitration and of enforcement of any award in any court shall be borne by the
non-prevailing party. If advances are

                                     - 12 -


required, each party will advance one-half of the estimated fees and expenses of
the arbitrators. Judgment may be entered on the arbitrators' award in any court
having jurisdiction. Although arbitration is contemplated to resolve disputes
hereunder, either party may proceed to court to obtain an injunction to protect
its rights hereunder, the parties agreeing that either could suffer irreparable
harm by reason of any breach of this Agreement. Pursuit of an injunction shall
not impair arbitration on all remaining issues.

     10.  SECTION 162(m) LIMITS. Notwithstanding any other provision of this
Agreement to the contrary, if and to the extent that any remuneration payable by
the Company to the Executive for any year would exceed the maximum amount of
remuneration that the Company may deduct for that year under Section 162(m)
("SECTION 162(m)") of the Code, payment of the portion of the remuneration for
that year that would not be so deductible under Section 162(m) shall, in the
sole discretion of the Board, be deferred and become payable at such time or
times as the Board determines that it first would be deductible by the Company
under Section 162(m), with interest at the "short-term applicable rate" as such
term is defined in Section 1274(d) of the Code. The limitation set forth under
this Section 10 shall not apply with respect to any amounts payable to the
Executive pursuant to Article 6 hereof.

     11.  ASSIGNMENT. Neither party shall have the right to assign or delegate
his rights or obligations hereunder, or any portion thereof, to any other
person.

     12.  GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida, without reference
to principles of conflict of laws.

     13.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and, upon its effectiveness, shall supersede all prior agreements,
understandings and arrangements, both oral and written, between the Executive
and the Company (or any of its affiliates) with respect to such subject matter.
In addition, his shall supercede and replace the Executive's Prior Employment
Agreement, the Retention Agreement, as well as any and all other agreements
between the Executive and the Company and, upon execution of this Agreement by
the Executive and the Company, the Prior Employment Agreement, the Retention
Agreement and any and all other agreements between the Executive and the Company
shall terminate and shall no longer have any force and effect. Notwithstanding
this Article 13 or any other provision of this Agreement, Option Agreements
entered into by the Executive and the Company prior to the date of this
Agreement shall remain in full force and effect. This Agreement may not be
modified in any way unless by a written instrument signed by both the Company
and the Executive.

     14.  NOTICES: All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

                                     - 13 -


          IF TO THE EXECUTIVE:

          Gregory A. Marsh
          10886 Magnolia Street
          Palm Beach Gardens, FL 33418

          IF TO THE COMPANY:

          AmeriPath, Inc.
          7289 Garden Road, Suite 200
          Riviera Beach, FL 33404
          Attention: Chairman of the Board

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     15.  BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and
applicable, assigns, including, without limitation, any successor to the
Company, whether by merger, consolidation, sale of stock, sale of assets or
otherwise.

     16.  SEVERABILITY. The invalidity of any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part thereof, all of which are inserted conditionally on their being
valid in law, and, in the event that any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
provisions or provisions, section or sections or article or articles had not
been inserted. If such invalidity is caused by length of time or size of area,
or both, the otherwise invalid provision will be considered to be reduced to a
period or area which would cure such invalidity.

     17.  WAIVERS. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

     18.  DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

                                     - 14 -


     19.  SECTION HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

     20.  NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

     21.  WITHHOLDING TAXES. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

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

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

EXECUTIVE:                              COMPANY:

                                        AMERIPATH, INC.


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

                                     - 15 -


                                    AMENDMENT
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("AMENDMENT") is made this 8
day of December 2002, by and between AMERIPATH, INC., a Delaware corporation
(the "COMPANY") and GREGORY A. MARSH (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement dated April 9, 2001 (the "AGREEMENT");

          WHEREAS, the Company, Amy Holding Company (the "PARENT"), and Amy
Acquisition Corp. have entered into an Agreement and Plan of Merger, dated on or
about December 8, 2002 (the "MERGER AGREEMENT"); and

          WHEREAS, in connection with the Merger Agreement, the Company and the
Executive wish to amend the Agreement.

          NOW, THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:

          1.    EFFECTIVE DATE. This Amendment shall become effective on the
closing date of the transactions contemplated by the Merger Agreement (the
"EFFECTIVE DATE").

          2.    STOCK OPTIONS. On the Effective Date, the Executive will be
granted options to purchase at a $1 per share exercise price that number of
shares of common stock of the Parent equal to 1.00% of the Parent's common stock
outstanding on a fully-diluted basis as of the Effective Date, half of which
shall be granted in the form of a time-based option pursuant to an Time-Based
Option Agreement substantially in the form of EXHIBIT A hereto and half of which
shall be granted in the form of a performance-based option pursuant to a
Performance-Based Stock Option Agreement substantially in the form of EXHIBIT B
hereto (it being understood that (i) such 1.00% amount has been determined
assuming that, on the Effective Date, Welsh, Carson, Anderson & Stowe IX, L.P.
and its affiliated investors (collectively, "WCAS") will provide the equity and
debt financing contemplated in the financing commitment letters for the
transactions contemplated by the Merger Agreement and (ii) if WCAS is required
to provide additional equity financing to Parent in order to consummate the
transactions contemplated by the Merger Agreement, the equity issued to WCAS in
connection with such additional financing will dilute such 1.00% amount on the
same basis as other holders of Parent common equity securities).



          3.    AMENDMENTS.

          (a)   The salary set forth in Section 4.1 of the Agreement is changed
to $240,000.

          (b)   Section 5.3 is deleted in its entirety.

          (c)   The second sentence of Section 6.1 is deleted in its entirety
and replaced with the following:

                For purposes of this Agreement, the term "for Cause" shall mean
     (i) an action or omission of the Executive which constitutes a willful and
     material breach of, or willful and material failure or refusal (other than
     by reason of his disability or incapacity) to perform his duties under,
     this Agreement or as reasonably directed by the Board of Directors of the
     Company or his superiors, in each case which, if curable, is not cured
     within fifteen (15) days after receipt by the Executive of written notice
     of same, (ii) fraud, embezzlement, misappropriation of funds or breach of
     trust or material violation of the Company's code of ethics in connection
     with Executive's services hereunder or with respect to the Company, (iii) a
     conviction or indictment of the Executive for, or the entering into a plea
     of nolo contendere by the Executive with respect to, a felony or any crime
     which involves dishonesty, fraud, embezzlement, misappropriation of funds
     or breach of trust, or (iv) gross negligence, reckless or willful
     misconduct by the Executive in connection with the performance of the
     Executive's duties hereunder, which the Board of Directors of the Company
     in its reasonable discretion deems to be good and sufficient cause to
     terminate the Executive's employment with the Company.

          (d)   Section 6.6 of the Agreement is deleted in its entirety and
replaced with the following:

     6.6  CHANGE IN CONTROL.

                a. Unless otherwise provided in Section 6.7 hereof, in the event
     that (i) a Change in Control (as defined in paragraph (d) of this Section
     6.6) shall occur during the Term of Employment or (ii) prior to the date on
     which a Change of Control occurs, the Term of Employment is terminated by
     the Company without Cause pursuant to Section 6.4 hereof or by the
     Executive as a result of the occurrence of a Diminution Event (as defined
     in paragraph (e) of this Section 6.6) and it is reasonably demonstrated
     that such termination or Diminution Event (A) was at the request of a third
     party who has taken steps reasonably calculated to effect a Change of
     Control, or (B) otherwise arose in connection with or anticipation of a
     Change of Control, the Company shall pay to the Executive, within thirty
     (30) days of the date of such Change in Control, a lump sum bonus equal to
     one and one half times the Executive's annual Base Salary.

                b. If, prior to the one-year anniversary of the closing of the
     transactions contemplated by that certain Agreement and Plan of Merger,
     dated on or about December 8, 2002, among AmeriPath, Inc., Amy Holding
     Company, and Amy Acquisition Corp.,



     (i) the Term of Employment is terminated by the Company without Cause
     pursuant to Section 6.4 hereof or (ii) a Diminution Event occurs and the
     Executive elects to terminate the Term of Employment as a result thereof, a
     "Change of Control Termination" shall be deemed to have occurred.

                c. In the event of a "Change of Control Termination" under
     paragraph (b) of this Section 6.6, the Company shall: (i) pay to the
     Executive any accrued and unpaid Base Salary and Bonus Payment, through the
     effective date of the termination; (ii) pay to the Executive his
     Termination Year Bonus, if any, at the time provided in Section 4.2(b)
     hereof; (iii) pay to the Executive, within 30 days of the termination of
     his employment hereunder, a lump sum payment equal to one and one half
     times the Executive's annual Base Salary; and (iv) pay to the Executive in
     a lump sum the compensation and benefits provided in the Termination
     Without Cause Section 6.4.

                The Company shall have no further liability hereunder (other
     than for reimbursement for reasonable business expenses incurred prior to
     the date of termination, subject, however, to the provisions of Section
     5.1, and payment of compensation for accrued and unused vacation days).

                d. For purposes of this Agreement, the term "Change in Control"
     shall have the meaning ascribed to such term in the Executive's Time-Based
     Stock Option Agreement with AmeriPath Holdings, Inc.

                e. "Diminution Event" means either (i) the Company requires the
     Executive to be based at any office or location more than twenty-five (25)
     miles from that in which the Executive was based at the time this Amendment
     was executed (except for travel reasonably required in the performance of
     the Executive's duties and responsibilities under the Agreement) or (ii)
     the Executive's position (including status, offices, titles and reporting
     requirements), authority, duties and responsibilities are not at least
     commensurate in all material respects with the most significant of those
     held, exercised and assigned at the time preceding the date of this
     Amendment.

          (c)   The termination without Cause benefit, as set forth in
Section 6.4 is changed to eighteen (18) months of Executive's Base Salary, at
the time of termination, plus bonus (as defined in Section 4.2), eighteen (18)
months of COBRA premiums and an eighteen (18) month payout period.

          (f)   The non-compete provision, set forth in Section 7.1 is changed
to eighteen (18) months following the termination of the Executive's employment.

          4.    ACKNOWLEDGEMENT. The Company shall use its best efforts to cause
its own shareholders and the shareholders of the Parent, as applicable,
immediately prior to a Change of Control (as defined in the Executive's
Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.) to approve any
payment or benefit (the "PAYMENT") that the Company and/or the Parent is
required to make to the Executive upon or in connection with the occurrence of a
Change of Control of the Company or the Parent in a manner that satisfies
Section



280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

          5.    CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement shall remain in full force and
effect. In the event the terms of this Amendment shall conflict with the terms
of the Agreement, the terms of this Amendment shall control.

          6.    COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one document.

          7.    FINAL AGREEMENT. The Agreement, as amended by this Amendment,
constitutes the final agreement between the parties hereto and supercedes any
prior or representation, oral or written, among them with respect to the matters
set forth in the Agreement and this Amendment.

                  [Remainder of Page Intentionally Left Blank]



          IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.

                                        AMERIPATH, INC.

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

                                        EXECUTIVE:

                                        /s/ Gregory A. Marsh
                                        ------------------------------------
                                            Gregory A. Marsh



                                 AMENDMENT NO. 2
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT is made this 26th day of
March 2003, by and between AMERIPATH, INC., a Delaware corporation (the
"COMPANY") and GREGORY A. MARSH (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement, dated April 9, 2001, as amended December 8, 2002
(the "AGREEMENT");

          WHEREAS, the first amendment to the Agreement, dated December 8, 2002
("AMENDMENT NO. 1"), contemplated that the Executive would be granted options to
purchase capital stock of the Company at an exercise price of $1.00 per share
upon the closing date of the transactions contemplated by the Merger Agreement,
dated December 8, 2002 (the "MERGER AGREEMENT"), among the Company, Amy Holding
Company and Amy Acquisition Corp.;

          WHEREAS, the Executive and the Company have agreed that such options
will actually be issued at $6.00 upon the closing date of such transactions, and
as such, the Executive and the Company have agreed to further amend the
Agreement to reflect such revised exercise price;

          NOW THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:

          1.    EFFECTIVE DATE. This Amendment No. 2 shall become effective on
the closing date of the transactions contemplated by the Merger Agreement.

          2.    AMENDMENT. The reference to "$1 " as the exercise price of the
options to be granted the Executive pursuant to Section 2 of Amendment No. 1 is
hereby deleted and replaced with a reference to "$6" as the exercise price for
such options.

          3.    CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement and Amendment No. 1 shall remain in
full force and effect. In the event the terms of this Amendment No. 2 shall
conflict with the terms of the Agreement and Amendment No. 1, the terms of this
Amendment No. 2 shall control.

          4.    COUNTERPARTS. This Amendment No. 2 may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of
which together constitute one document.

          5.    FINAL AGREEMENT. The Agreement, as amended by this Amendment
No. 2, constitutes the final agreement between the parties hereto and supercedes
any prior representation, oral or written, among them with respect to the
matters set forth in the Agreement, Amendment No. 1 and this Amendment No. 2.



          6.    GOVERNING LAW. This Amendment No. 2 shall be governed by and
construed and enforced in accordance with the laws of the State of Florida,
without reference to principles of conflict of laws.

                  [Remainder of Page Intentionally Left Blank]



          TN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.

                                        AMERIPATH, INC.


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

                                        EXECUTIVE


                                        /s/ Gregory A. Marsh
                                        ----------------------------------------
                                        Gregory A. Marsh

EX-10.17

                                                                   EXHIBIT 10.17

                              EMPLOYMENT AGREEMENT

     THIS AGREEMENT is made in duplicate, by and between ESSMAN LABORATORY
PHYSICIANS, JACKSONVILLE, P.A., hereafter called the "Employer," and
DENNIS M. SMITH, JR., M.D., hereafter called the "Employee."

     WHEREAS, Employee is duly licensed and otherwise legally authorized to
practice medicine; and

     WHEREAS, the Employer is a corporation duly authorized to engage in every
aspect of the practice of said profession and all its fields of specialization.

     NOW, THEREFORE, in consideration of the premises and of the promises herein
contained, the parties covenant and agree as follows:

     1.   RECITALS:

          The above recitals are true and correct and are made a part hereof.

     2.   EMPLOYMENT:

          The Employer agrees to employ the Employee from October 1, 1985 until
September 30, 1986 (such period being referred to hereafter as the "initial
term"), as a physician for the purpose of rendering, on behalf of the Employer,
professional medical services (including consulting and advice) to such members
of the general public as are, or hereafter shall be, accepted as patients by the
Employer. Unless otherwise terminated, such employment shall be extended from
year to year subsequent to the initial term. The initial term and any extension
thereof is hereafter referred to as the "period of active employment." This
Agreement may be terminated at the end of the initial term or at the end of any
extension thereof upon thirty (30) days' written notice prior to the end of such
period of active employment or as otherwise provided herein.

     3.   COMPENSATION:

          During the period of active employment, as defined above, the
Employer, in addition to incentive or bonus payments allocable to the Employee,
agrees to pay the Employee as compensation for the services of the Employee, as
follows:

          (a)  A basic annual salary of not less than $240,000.00 payable
pro rata at the end of each month for which services are rendered.

          (b)  Reimbursement for reasonable expenses actually incurred by the
Employee in the furtherance of the Employer's



business, including, but not limited to, entertainment and attendance at
professional conferences, conventions and institutes, provided proper
itemization of said expenses is furnished the Employer by the Employee.

          (c)  Employer shall purchase on Employee's behalf medical insurance
coverage for employee, his spouse and his dependents. Employee shall have the
obligation to designate the policy to be purchased pursuant to this paragraph;
provided, however, that Employer shall have the right to decline to purchase the
selected policy, in which event, Employer shall select the policy to be
purchased for such purposes. In all events, the Employer shall have the right to
request that such policy provide for the maximum deductible amounts under the
policy provided by policies of designated insurors.

          (d)  Reimbursement for expenses related to medical diagnostic
procedures, including, but not limited to, routine medical examinations, blood
tests, x-rays, routine dental examinations, including x-rays, eye tests and
routine optical visits, and cost of travel for same at the rate of 20 cents per
mile. No reimbursement shall be made under this subparagraph for sums paid for
by medical insurance.

          (e)  Aggregate bonuses, director's fees (if applicable), management
committee fees and S corporation distributions comparable to the aggregate
bonuses, director's fees, management committee fees and S corporation
distributions provided to persons similarly situated payable on or about the end
of each term of this Agreement, the aggregate of such bonuses, director's fees,
management committee fees and S corporation distributions not to exceed, as to
any one fiscal year, $50,000; provided, however, that if this Agreement is still
in effect for the fiscal year beginning October 1, 1988, the aggregate shall not
exceed $100,000 for the fiscal year beginning October 1, 1988. Notwithstanding
the foregoing, there shall be no limitation on the amount of such bonuses,
director's fees, management committee fees and S corporation distributions for
each one year term of this Agreement during which the Employee is employed by
the Employer occurring after September 30, 1989, but only if, on or before June
30, 1990, the Employee has exercised all of his options to purchase the common
stock of Essman, Davis, Songster Laboratory Physicians, P.A. and Essman
Laboratory Physicians, Jacksonville, P.A. pursuant to the Stock Purchase
Agreement dated as of September 30, 1986 by and among Richard A. Essman, M.D.,
Larry J. Davis M.D., Curtis L. Songster, M.D., and Dennis Smith, M.D. For
purposes of this provision, the aggregate bonuses, director's fees, management
committee fees and S corporation distributions paid by Essman, Davis, Songster
Laboratory Physicians, P.A. and Essman Laboratory Physicians, Jacksonville, P.A.
to their senior physician employees shall conclusively be deemed comparable to
the aggregate bonuses, director's fees, management committee fees and S
corporation distributions provided to persons similarly situated.

                                       2.


     4.   VACATION:

          The Employee shall be entitled to vacations with pay in accordance
with the vacation policy of the Employer promulgated from time to time by the
Employer.

     5.   WORKING FACILITIES:

          (a)  The Employee shall be furnished with an office, stenographic
help, and such other facilities and services as are suitable to his position and
adequate for the performance of his duties hereunder.

          (b)  Employee is required to maintain a telephone in his home for use
in his work. Employer agrees to reimburse Employee for the expense of
maintaining such telephone.

          (c)  Employee is required to furnish his own automobile for use in his
work. Employer shall reimburse Employee for that portion of use of such
automobile as is allocable to Employer's business.

          (d)  The Employer shall also furnish professional liability insurance
in such amounts as Employer from time to time determines to be appropriate.

     6.   FEES AND PATIENTS:

          (a)  All fees, compensation, monies and other things of value received
or realized as a result of the rendition of professional medical services by
the Employee shall belong to or be paid and delivered to the Employer.

          (b)  All patients treated by Employee are patients of the Employer and
shall be dealt with by Employee for and on behalf of Employer.

          (c)  The Employer shall have the exclusive authority to fix, and to
determine for fixing, fees to be charged to patients. The Employer shall have
the exclusive authority to determine who will be accepted as patients and the
exclusive authority for designating which professional employee of Employer will
serve each patient as well as the professional policies and procedures to be
followed by the Employee.

     7.   DUTIES:

          The Employee accepts employment with the Employer on the terms and
conditions herein set forth and agrees that during the period of active
employment, as defined above, he will devote his full business time and
attention to the rendition of professional medical services on 'behalf of the
Employer and to the furtherance of the Employer's best interests. The Employee
agrees that in the rendition of such professional medical services and

                                       3.


in all aspects of his employment, he will comply with such reasonable policies,
standards and regulations of the Employer as are from time to time established,
and will carry out any duties as a physician to the best of his professional
ability. The Employee agrees to fully carry out any duties that the Employer may
give him, provided that such duties are not in conflict with applicable
standards of medical practice in Jacksonville, Florida. The Employee agrees
that, if requested so to do, he will serve as an officer and as a director of
the Employer without further pay.

     8.   EXTENT OF SERVICES:

          During the period of active employment, as defined above, the Employee
shall not undertake any professional medical business except for the benefit of
the Employer, unless the Employer shall consent thereto. The Employee may engage
in other business activities that do not conflict herewith which are approved by
the Employer.

     9.   FAILURE TO FURNISH INSURANCE BENEFITS:

          In the event of a failure of Employer to pay any insurance premiums or
provide any insurance coverage provided for by this Agreement or otherwise,
including but not limited to health, disability, casualty or liability insurance
of any kind or nature, Employer's liability shall be limited to the amount of
the premiums paid or to be paid for such insurance and in no event shall
Employer be held liable for any further or greater damage for the failure to
provide' neglect, such insurance, whether the same be the result of Employer's
neglect, default, or otherwise, or the default, neglect, or failure to provide
coverage by any other person.

     10.  AUTOMATIC TERMINATION FOR CAUSE:

          If the Employee for any reason ceases to be an active member of the
medical profession in good standing and duly licensed or otherwise legally
authorized within the State of Florida to render the same professional service
as the Employer, then, in any such event, all employment and relationship of the
Employee with the Employer shall automatically and immediately stand completely
severed and terminated.

     11.  EMPLOYER'S DETERMINATION OF TERMINATION FOR CAUSE:

          In addition to termination hereof as provided by paragraphs 10 and 13
hereof, this agreement may be terminated by the Employer at any time upon the
occurrence of one or more of the following events:

          (a)  In the event the Employee shall fail or refuse to comply with the
policies, standards and regulations of the Employer from time to time
established and such failure or refusal shall not have been cured within thirty
(30) days

                                       4.


after the Employer notifies the Employee in writing of such failure or refusal;
or

          (b)  In the event the Employee shall be guilty of fraud, dishonesty or
other acts of misconduct in the rendering of professional medical services on
behalf of the Employer; or

          (c)  In the event the Employee shall fail or refuse to faithfully or
diligently perform the provisions of this agreement or the usual and customary
duties of his employment and such failure or refusal shall not have been cured
within thirty (30) days after the Employer notifies the Employee in writing such
failure or refusal; or

          (d)  In the event of a bona fide determination by the Employer to sell
or reduce to cash substantially all of the assets of the Employer, or to
distribute the Employer's assets in liquidation, or to discontinue the practice
of medicine by the Employer; or

          (e)  In the event the Employee makes an assignment for the benefit of
creditors; or

          (f)  In the event the Employee files a voluntary petition in
bankruptcy or becomes the subject of an involuntary petition in bankruptcy.

     12.  DEATH AND DISABILITY:

          (a)  If the Employee dies during the term of this employment, the
Employer shall pay to the estate of the Employee the compensation which would
otherwise be payable to the Employee up to the end of the month in which his
death occurs. In addition, the Employer shall pay $5,000 within sixty (60) days
after the death of the Employee to the widow of the Employee, or, if he is not
then survived by his widow, to the Employee's surviving children, in equal
shares, or, if there are no such surviving children, to the estate of the
Employee. Provided, however, the Employee may at any time and from time to time
change the designated beneficiary hereunder by a writing delivered to the
Employer and signed by the Employee.

          (b)  In the event the Employee is disabled because of accident or
sickness, his compensation, which would otherwise be payable, shall be paid
until the end of the month in which disability occurs. Thereafter, there shall
be no further obligation to pay the Employee under this Agreement.

     13.  EMPLOYMENT BY COMPETITORS:

          (a)  Notwithstanding anything in this Agreement to the contrary, if
during the initial term or thereafter, this Employment Agreement terminates or
if Employee's employment terminates under this Agreement, with or without cause,
voluntarily or

                                       5.


involuntarily, by either party Employee agrees that for a period of two (2)
years after the termination of employment he shall not, within a radius of
twenty (20) miles from the then principal office of the Employer or within a
radius of the then principal office of Essman, Davis, Songster Laboratory
Physicians, P.A., own, manage, operate, control, be employed by, act as an agent
for, participate in or be connected in any manner with the ownership,
management, operation or control of any business which is engaged in the
practice of medicine or any of its subspecialties which are or may be
competitive to the business of the Employer or the business of Essman, Davis,
Songster Laboratory Physicians, P.A.

          (b)  It is the intention of the parties that the Employer be given the
broadest protection allowed by law with regard to the restrictions herein
contained. In the event of a breach or a threatened breach by the Employee of
provisions in this paragraph, the Employer shall be entitled to an injunction
restraining the Employee from such breach or threatened breach. Nothing herein
shall be construed as prohibiting the Employer from pursuing any other remedies
available to it for such breach or threatened breach including the recovery of
damages from the Employee. This covenant on the part of the Employer and
Employee shall be construed as an agreement independent of any other provision
of this Agreement and the existence of any claim or cause of action by the
Employee against the Employer whether predicated upon this Agreement or
otherwise shall not constitute a defense to the enforcement by the Employer of
this covenant. It is agreed by the Employer and the Employee that if any portion
of the covenant set forth in this paragraph 13 are held to be invalid,
unreasonable, arbitrary, or against public policy, then such portion of such
covenant shall be considered divisible both as to time and geographical area.
The Employer and the Employee agree that, if any court of competent jurisdiction
determines the specified time period or the specified geographical area
applicable to this paragraph 13 to be invalid, unreasonable, arbitrary or
against public policy, a lesser time period or geographical area which is
determined to be reasonable, nonarbitrary and not against public policy may be
enforced against the Employee. The Employer and Employee agree that the
foregoing covenants are appropriate and reasonable when considered in light of
the nature and extent of the business conducted by the Employer.

     14.  AGENCY:

          The Employee shall have no authority to enter into any contracts
binding upon the Employer, or to create any obligations on the part of the
Employer, except such as shall be specifically authorized by the Employer.

     15.  NOTICES:

          Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing, and if sent by

                                       6.


registered mail to his residence in the case of the Employee, or to the
principal office in the case of the Employer.

     16.  ARBITRATION:

          Any controversy or claim arising out of, or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in the City
of St. Petersburg, Florida, in accordance with the Rules then obtaining by the
American Arbitration Association, and judgment upon the award rendered may be
entered in any court having jurisdiction thereof. This paragraph does not apply
to paragraph 13, EMPLOYMENT BY COMPETITORS.

     17.  BYLAWS, MISCELLANEOUS:

          (a)  This Agreement is made subject to and with reference to the
Bylaws of the Employer, which the Employee accepts as binding upon him and which
are adopted as part of the terms of this Agreement.

          (b)  To the extent legally and ethically possible, in the event the
Employee's name is now or hereafter used as part of the Employer's name, the
Employer may continue such use after the termination of employment of Employee.

     19.  ENTIRE AGREEMENT:

          This instrument contains the entire agreement of the parties. It may
not be changed orally but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought. This Agreement replaces any prior employment agreement
between the parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 1st day of October, 1985.

WITNESSES:

/s/ [ILLEGIBLE]                            /s/ Dennis M. Smith, Jr., M.D.
- -----------------------------           ---------------------------------(SEAL)
                                        DENNIS M. SMITH, JR., M.D.

/s/ [ILLEGIBLE]                                    "EMPLOYEE"
- -----------------------------

                                        ESSMAN LABORATORY PHYSICIANS,
                                          JACKSONVILLE, P.A.

/s/ [ILLEGIBLE]                         By:  /s/ [ILLEGIBLE]              (SEAL)
- -----------------------------               ------------------------------
                                             President

/s/ [ILLEGIBLE]                                    "EMPLOYER"
- -----------------------------

                                       7.


                                 FIRST AMENDMENT

                                       TO

                              EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into this
15th day of June, 1995, but is effective for all purposes as of October 1, 1994,
by and between ESSMAN, LABORATORY PHYSICIANS, JACKSONVILLE, P.A. a Florida
professional association (the "Employer"), and DENNIS M. SMITH, M.D. (the
"Employee").

                              W I T N E S S E T H:

     WHEREAS, on October 1, 1985, the Employee entered into an employment
agreement with the Employer (the "Agreement"); and

     WHEREAS, both the Employee and the Employer desire to amend the Agreement
in certain respects.

     NOW, THEREFORE, in consideration of the premises and the terms and
conditions hereof, the parties hereby agree to amend the agreement as follows:

     1.   Section 12(b) of the Agreement is hereby deleted and the following
substituted therefor:

          (b)  During any period of disability, illness or incapacity during the
     term of this Agreement which renders the Employee at least temporarily
     unable to perform the services required under this Agreement for a period
     which shall not equal or exceed ninety (90) days, the Employee shall
     continue to receive his basic salary, less any benefits received by him
     under any disability insurance carried by or provided by the Employer.
     Thereafter, there shall be no further obligation to pay the Employee under
     this Agreement. Successive periods of disability, illness or incapacity
     will be considered separate periods unless the later period of disability,
     illness or incapacity is due to the same or related cause and commences
     less than six months from the ending of the previous period of disability.

     2.   In all other respects, the Agreement shall remain in full force and
effect and as it was prior to this amendment and is hereby ratified and
affirmed.



     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Employment Agreement the day and year first above written.

WITNESSES:                                ESSMAW LABORATORY PHYSICIANS,
                                          JACKSONVILLE, P.A.

/s/ [ILLEGIBLE]
- -----------------------------

/s/ [ILLEGIBLE]                           By: /s/ [ILLEGIBLE]
- -----------------------------                -----------------------------------
                                              President

                                                        EMPLOYER

/s/ [ILLEGIBLE]
- -----------------------------

                                           /s/ Dennis M. Smith
                                          --------------------------------------
                                          DENNIS M. SMITH, M.D.
/s/ [ILLEGIBLE]
- -----------------------------

                                                        EMPLOYEE

                                        2


                             AMERIPATH FLORIDA, INC.

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT AGREEMENT (the "Agreement") dated and effective as of December
1, 1997, by and between AMERIPATH FLORIDA, INC., a Florida corporation (the
"Company") and DENNIS M. SMITH, JR., M.D. (the "Employee").

     WHEREAS, prior to the date hereof, the Employee served as an employee of
and rendered professional services, as a Doctor of Medicine specializing in
Pathology, to Laboratory Physicians, Jacksonville, P.A. ("ELAB") providing
pathology services. Pursuant to a certain Stock Purchase Agreement (the
"Purchase Agreement") dated and effective as of December 1, 1997, which is an
otherwise validly enforceable agreement by and among AmeriPath, Inc., a Delaware
corporation ("AmeriPath"), ELAB and the Shareholders of ELAB, including the
Employee, all of the capital stock of ELAB has been purchased by and sold,
transferred and conveyed to AmeriPath and the Company (the "Acquisition"),
effective the date hereof (ELAB's business segment shall be referred to herein
as the "Jacksonville Division" of the Company).

     WHEREAS, accordingly, and in connection with the transactions and
agreements referred to above, the Employee has agreed to terminate his
employment with ELAB and to become employed by and render professional services
to the Company as the Managing Director of the Jacksonville Division and as a
Doctor of Medicine specializing in Pathology, and the Company has agreed to
engage the Employee to render such services on the Company's behalf, in each
case on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employee and the Company, intending to be legally bound,
hereby agree as follows:

     1.   EMPLOYMENT. Subject to the terms and conditions of this Agreement, the
Company shall employ the Employee to render professional services to the Company
as the Managing Director of the Jacksonville Division and as a Doctor of
Medicine specializing in Pathology, and the Employee accepts such employment and
such position. The Employee has terminated his employment with ELAB.

     2.   TERM. The Company shall employ the Employee for a period commencing
the date hereof and ending on November 30, 2002, subject to termination prior to
such date pursuant to Section 15 or 17 hereof. At the end of such five (5) year
period, this Agreement will automatically continue in effect for additional one
(1) year terms, on terms no less favorable to the Employee than those contained
herein, unless either party hereto gives written notice to the other party at
least sixty (60) days prior to the end of such term (or any extension thereof)
of such party's determination to terminate this Agreement. If such notice is
given, then the Employee's employment will terminate at the end of such term (or
on such other date as the parties mutually agree). If such notice is not given,
then the Employee's employment will continue hereunder for



an additional year, subject to termination prior to such date pursuant to
Section 15 or 17 hereof. The parties agree to begin negotiating the terms of
each renewal hereunder no less than six (6) months in advance of the expiration
of the current term.

     3.   DUTIES AND PERFORMANCE. The Employee agrees to devote the Employee's
best efforts and full professional time to providing services in the practice of
medicine on the Company's behalf, and the Employee shall maintain the Company's
standards and professional ethics and those of the medical profession. In
addition to rendering professional services as the Company's employee and
Managing Director of the Jacksonville Division, the Employee is also expected as
part of the Employee's duties as the Company's employee to engage in marketing
activities designed to promote the Company's practice, as well as administrative
and compliance activities, all as directed by the Board of Directors of the
Company. The Employee's marketing responsibilities shall be directed at
developing the Company's business in the Florida counties of ???val, St. John's,
Clay, Bradford, Union, Baker, Nassau and Putnam and the Georgia counties of
Camden, Brantley, Ware and Charlton (collectively these Florida and Georgia
counties referred to herein as the "Jacksonville Territory"). Except as may be
permitted in writing by the Company or otherwise provided herein, the Employee
is not to practice medicine other than with the Company during the term of this
Agreement (and thereafter, pursuant to Section 20 hereof), ???r is the Employee
to engage in any other gainful occupation without the Company's prior written
consent. Notwithstanding, the Employee may engage in the practice of medicine in
the course of the Employee's duties as a member of the U.S. Military, either
active or reserve, or the ??ational Guard. To the extent that such activities do
not interfere with the Employee's full time service to the Jacksonville Division
of AmeriPath, the Employee may also engage in the activities indicated in the
last sentence of Section 20(b)(2) hereof, engage in personal investment
activities (not otherwise in conflict with the terms of this Agreement),
including serving on the Board of Directors of Medical Equities Partners, and
participate in community activities. Additional duties of the Employee are set
forth below in this Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, NOTHING SHALL IMPAIR THE INDEPENDENT MEDICAL JUDGMENT OF THE
EMPLOYEE.

     4.   QUALIFICATIONS AND LICENSURE. The Employee shall at all times during
the term of this Agreement: (i) be certified by the American Board of Pathology
in anatomic pathology or the Board Eligible; (ii) maintain an unlimited and
unrestricted license to practice medicine in the State of Florida; (iii)
maintain appropriate medical staff membership and privileges at all medical
facilities presently served or serviced by the Employee, and use his best
efforts to gain and maintain appropriate medical staff membership and privileges
at any additional medical facilities identified by the Company; (iv) comply with
the Florida Board of Medicine and the Company's continuing medical education
("CME") requirements; (v) carry out the Employee's responsibilities on a
professional, ethical and diligent basis in order to serve the best interests of
the Company's patients, customers and clients; and (vi) comply with such other
requirements applicable to all of the Company's physician employees as the Board
of Directors of the Company may hereinafter reasonably impose, including without
limitation the Company's rules, regulations, policies and procedures (the "Rules
and Regulations") to the extent that such Rules

                                        2


and Regulations are reasonable and do not conflict with the Employee's rights
provided by this agreement.

     5.   MEDICAL FACILITIES; LOCATION. The Employee will accept assignment for
duty in ?? reasonable location within the Jacksonville Territory in which the
Company renders ??hology services during the term of this Agreement and to
perform such duties as the Company ??y reasonably direct. In the event that
Employee is relocated, the Company shall pay employee's reasonable moving costs.

     6.   CONFORMITY WITH LAWS, RULES, REGULATIONS AND POLICIES. In performing
the employee's duties under this Agreement, the Employee shall comply with (i)
all applicable laws, rules and regulations, ordinances and standards of any
governmental, quasi-governmental or private authority having either mandatory or
voluntary jurisdiction over the Company, the employee, or any medical facility
for which the Employee provides services, (ii) the written ??laws, rules and
regulations, policies and procedures of any such medical facility, including,
without limitation, the residential boundary requirements of such hospitals or
medical facilities, and (iii) the Company's Rules and Regulations to the extent
that the foregoing are reasonable and do not conflict with the Employee's rights
provided by this Agreement.

     7.   SALARY; FRINGE BENEFITS. During the term of the Employee's employment
under ??s Agreement, in consideration for all services rendered for and on
behalf of the Company, the employee shall be entitled to receive a salary at the
annual rate of $250,000 payable in accordance with the Company's regular payroll
practices in effect from time to time. In addition to the Employee's salary, the
Employee will also be entitled to fringe benefits comparable to those which the
Company provides to other physician employees having tenure, experience,
specialities, responsibilities, educational background and other qualifications
similar to those of ??e Employee. The Employee's hours shall be reasonable and
comparable to other like physicians in similar positions within the Company.
Employee shall be eligible to receive an annual award of options to purchase
10,000 shares (to be appropriately adjusted for stock dividends, splits, etc.),
or such other amount as determined by the Board of Directors of AmeriPath, of
AmeriPath common stock, in accordance with the terms and provisions of
AmeriPath's Stock Option Plan. Such awards of stock options shall be based on
the achievement ?? certain EBIT targets referenced in the Purchase Agreement and
shall be subject to the discretion of AmeriPath's Board of Directors; however,
if AmeriPath's Board of Directors does approve the grant, Employee shall receive
his designated share of stock options.

     8.   REIMBURSEMENT OF EXPENSES.

          Upon submission of proper documentation and approval, the Company will
reimburse the Employee's reasonable expenses incurred in connection with the
Employee's employment by the Company, subject to compliance with reimbursement
policies from time to time adopted by the Company. Reimbursable expenses,
subject to prior approval, include:

               (a)  License fees and membership dues in professional
     organizations.

                                        3


               (b)  The Employee's necessary travel, room, board and other
     expenses incurred in providing services at the Company's request or
     otherwise for the benefit of the Company.

               (c)  The Employee's business expenses if ordinary and necessary
     and in furtherance of the Company's business.

               (d)  Expenses with respect to CME and subscriptions to
professional and business journals and books.

               (e)  Promotional expenses of the type and nature as historically
made by the Jacksonville Division not to exceed $45,000 per calendar year.

     9.   MALPRACTICE INSURANCE.

          (a)  WHILE THE EMPLOYEE IS EMPLOYED BY THE COMPANY. The Company shall
maintain policies of professional liability insurance on the Employee (including
coverage for prior acts) and the Company's other employees in such amounts and
on such terms as the Company may determine; provided that such amounts of
coverage shall be equal to or greater than $ 1,000,000 per occurrence/
$5,000,000 in the aggregate per physician and the Company will maintain surplus
levels of coverage of $5,000,000 and $10,000,000 with limits in the aggregate of
$16,000,000 and $20,000,000. The Employee shall use all reasonable best efforts
to comply with any requirements or standards imposed on the Employee or the
Company by the terms of the insurance, and the Employee shall furnish such
information as the insurer or the Company shall require. The Company shall
advise the Employee of any changes with respect to the insurer or the insurance
coverages as set forth herein. The Employee may recommend counsel to handle
medical malpractice claims, subject to the prior written approval of the
insurer.

          (b)  TAIL COVERAGE.

               (1)  If the Employee's employment is terminated for cause (as
     defined in Section 15 hereof) or if the Employee terminates his employment
     with the Company for any reason, other than for the death or Disability
     (as defined in Section 17(b)) of the Employee, then, except as hereinafter
     provided, the Company shall have the option, but not the obligation, of
     purchasing malpractice insurance "tail" coverage, for the period of the
     applicable statute of limitations, to provide coverage for the Employee's
     professional acts prior to the date of termination. If the Company acquires
     this "tail" coverage, its reasonable cost shall be borne and paid by the
     Employee. If the Employee fails to provide and pay for such tail coverage,
     then the Company shall have the right to obtain such tail coverage and
     deduct and set-off its cost from payments otherwise payable to the
     Employee.

                                        4


               (2)  If the Employee's employment terminates for any reason other
     than those set forth in (1) above, including, but not limited to, the
     Company's decision not to renew this Agreement, the Company, at its sole
     cost and expense, shall obtain "tail" coverage. Notwithstanding the
     foregoing, if, after termination of employment, the Employee continues in
     the practice of medicine and maintains malpractice insurance that includes
     coverage for the Employee's acts prior to termination of employment, then
     the Employee shall cause the Company to be a named insured as to those
     prior acts.

     10.  FEES; PAYMENTS. The Company has, and hereby reserves, the sole and
exclusive authority to determine the fees (or a procedure for establishing the
fees) to be charged to the Company's patients, customers and clients. Except as
otherwise contemplated herein, all fees for professional services rendered by
the Employee during the term of this Agreement shall be the Company's sole and
exclusive property (subject to the contract rights of certain third parties).
If, for any reason, any checks or other payments for such services due to the
Company are made payable to the Employee, the Employee will endorse and deliver
those checks or payments to the Company. The Employee also hereby authorizes the
Company to endorse and negotiate on the Employee's behalf any such checks or
payments. In addition, the Employee agrees, upon the Company's request, to
account to the Company for any such fees which may have been received by the
Employee.

     11.  ACCEPTANCE OF PATIENTS/REFERRALS OF BUSINESS. The Company shall have
the sole and exclusive authority to determine who will be accepted as patients
of the Company's practice and to designate, and establish a procedure for
designating, which professional employee of the Company will handle each such
patient. The Company will direct all new business clients and opportunities
within the Jacksonville Territory to the Jacksonville Division and all specimens
originating from the Jacksonville Territory (other than those accounts currently
handled by existing AmeriPath facilities within the Jacksonville Territory) will
be directed to the Jacksonville Division; provided, however, that if a client
requests that it be serviced by another division of AmeriPath, or if the
Jacksonville Division is unable to service the client, the client will be
referred to another division of AmeriPath.

     12.  PROFESSIONAL RULES AND REGULATIONS. The Company shall at all times
have the exclusive authority to establish reasonable professional policies and
procedures to be followed by the Employee in rendering professional services on
the Company's behalf, and the Employee agrees to follow the Rules and
Regulations established by the Company from time to time to the extent that such
Rules and Regulations are reasonable and do not conflict with the Employee's
rights provided by this Agreement. The Rules and Regulations shall, where
applicable and appropriate, be applied on a consistent basis to all of the
Company's physician employees.

     13.  MEDICAL RECORDS AS COMPANY PROPERTY. All medical records, charts, case
histories, x-rays, specimens, tissue samples and lab reports and analyses of or
concerning patients of the Company ("Medical Records") received by the Employee
shall be and remain the Company's property. During the term of this Agreement
and thereafter, the Employee will comply with all of the Company's Rules and
Regulations regarding confidentiality of the

                                        5


Medical Records. The Employee shall have the right to copies of such Medical
Records that are necessary for defense of litigation or are required for
patients.

     14.  PAID VACATION AND TIME OFF. The Employee shall be entitled to a total
of four weeks of paid leave time per year (pro rated for any period of
employment of less than an ??e year), said leave time to include vacation time
and other time off and to exclude such time ?ay be taken by the Employee to
satisfy the Employee's applicable CME requirements, up to maximum of two (2)
weeks per year. All leave time must be coordinated to ensure adequate ??rage of
the Company's patients, customers and clients. All paid leave time must be taken
during the year in which it is earned and available, and thus will not be
carried forward or usable ??y subsequent year. No cash payments will be made by
the Company in respect of any ??ed but unused paid leave time.

     15.  TERMINATION OF AGREEMENT.

          (a)  TERMINATION FOR CAUSE. The Company may, in its sole and absolute
??etion, terminate the employment of the Employee hereunder, at any time prior
to the ??ration of the Employee's employment term(s) hereunder, immediately upon
written notice to Employee, or at such later time as the Company may specify in
such notice, if such ??ination is for "cause". As used in this Agreement, the
term "cause" means as follows:

               (1)  If the Employee is terminated or suspended for any period of
     time from Medicare, Medicaid or any state or federally funded program and
     such termination or suspension shall continue for a period of thirty (30)
     days after notice thereof by the Company;

               (2)  If the Employee's right to practice medicine in any state is
     suspended, restricted, revoked, lapsed (other than a lapse due to the
     Employee's voluntary failure to maintain such license after becoming a
     nonresident of that state);

               (3)  If the Employee (i) willfully damages the Company's
     property, business, reputation or goodwill (ii) steals from the Company,
     (iii) commits fraud or (iv) embezzles;

               (4)  If the Employee is convicted of a crime involving moral
     turpitude or any felony;

               (5)  If the Employee is continually inattentive to, or neglectful
     of, the duties to be performed by the Employee, which inattention or
     neglect is not the result of illness or injury, and such inattentiveness or
     neglectfulness shall continue for a period of thirty (30) days after
     written notice thereof by the Company;

               (6)  If, the Employee uses any mood altering or controlled
     substances except as prescribed by a physician, or if the Employee uses
     alcohol to excess;

                                        6


               (7)  If the Employee willfully injures any independent
     contractor, employee, or agent of the Company, or willfully injures any
     person in the course of the performance of services for or on behalf of the
     Company;

               (8)  If the Employee's medical staff privileges or membership in
     any medical facility are suspended, restricted, revoked (other than a
     revocation occurring solely because the Employee has voluntarily ceased to
     perform medical services at such hospital with the Company's consent or
     such other restriction which does not materially impact the Employee's
     performance of his obligations under this Agreement), placed under
     probation, proctoring or observation and case review;

               (9)  If a guardian or conservator for the Employee is appointed
     by a court of competent jurisdiction;

               (10) If the Employee sexually harasses any employee or contractor
     of the Company or commits any act which otherwise creates an offensive work
     environment for employees or contractors of the Company and such conduct
     persists after receiving notice thereof from the Company.

               (11) The Employee's failure for any reasons to maintain the
     Employee's board certification in the medical specialty of Pathology
     provided that such failure has a material adverse impact on the Employee's
     ability to perform his duties under this Agreement;

               (12) If the Employee fails to comply with any of the terms or
     conditions of this Agreement and such failure to comply shall continue for
     a period of thirty (30) days after notice thereof by the Company.

               (13) If the Employee accepts other employment that places
     restrictions or limitations on the Employee's ability to continue rendering
     professional services under this Agreement;

               (14) The Company reasonably believes that the Employee has
     furnished deceptive or fraudulent information in the Employee's application
     for credentialing or recredentialing;

               (15) The Employee engages in criminal, unethical or fraudulent
     conduct or engages in conduct which adversely affects the Company, or the
     Employee is found guilty of such conduct by any entity or governmental
     agency of competent jurisdiction; provided, however, with respect to
     paragraphs (5) and (6) above, the Company shall have provided the Employee
     with written notice specifying the objectionable behavior, and, within
     thirty (30) days of receipt of the notice, the Employee shall have failed
     to cure such behavior or, in the sole judgment of the Company, as the case
     may be (as set forth above), failed to demonstrate reasonable progress
     towards curing such behavior.

                                        7


     Where notice by the Company is required pursuant to a particular clause of
this Section ??(a), the Employee shall be given an opportunity to cure between
the date of receipt of such notice and the expiration of 30 days from such date.
The Company shall not be limited to termination as a remedy for any damaging,
injurious, improper or illegal act by the Employee, but may also seek damages,
injunction, or such other remedy as the Company may deem appropriate under the
circumstances. If the Employee's employment is terminated for cause, the Company
shall pay Employee his salary and benefits hereunder through the effective date
of termination of employment, and Employee agrees to vacate the Company's
offices on or before the effective date of the termination and to return and
deliver to the Company at such time all Company property.

          (b)  TERMINATION BY THE EMPLOYEE. Provided that the Company does not
have ??cause" to terminate the Employee pursuant to subsection "a" above, the
Employee may terminate the Employee's employment with the Company hereunder at
any time and for any reason; PROVIDED, HOWEVER, the Employee must provide to the
Company written notice of such determination not less than 120 days prior to the
date such termination is to be effective or as required by Section 2 hereof, and
the Employee shall be entitled to receive and be paid solely the Employee's
salary then in effect, through the effective date of such termination, payable
during such period at the Company's regular and customary intervals for the
payment of salaries as then ?? effect, and the Company shall have no further
obligation or liability to the Employee hereunder.

          (c)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may, in its
sole and absolute discretion, terminate the employment of the Employee
hereunder, at any time prior to the expiration of the Employee's employment
term(s) hereunder, without "cause" (as such term is defined in subsection (a)
above), or otherwise without any cause, reason or justification, provided that
the Company provides to the Employee at least sixty (60) days' prior written
notice (the "Termination Notice") of such termination. In the event of any such
determination by the Company, (i) the Employee's employment with the Company
shall cease and terminate on the date specified in the Termination Notice (or,
if no date is so specified, on the date which is 60 days following the date of
such notice), and (ii) the Employee shall be entitled to receive and be paid
solely the Employee's salary and other benefits then in effect, through the date
which is the later of (x) November 30, 2000, or (y) one year following the
termination date specified in the Termination Notice (or, if earlier, one year
following the date of such notice), payable during such year at the Company's
regular and customary intervals for the payment of salaries and benefits as then
in effect, and the Company shall have no further obligation or liability to the
Employee hereunder.

     16.  THE EMPLOYEE'S DUTIES UPON EXPIRATION OR TERMINATION. If this
Agreement expires or is otherwise terminated for any reason:

          (a)  Unless the Employee and the Company otherwise agree in writing,
the Employee will immediately resign from all (i) director, officer, fiduciary
and/or trustee positions held with the Company, and (ii) staff and similar
privileges at any medical facility for which the

                                        8


Company has rendered medical services at any time during the two-year period
prior to the expiration or termination of this Agreement.

          (b)  The Employee will immediately return to the Company all books and
records of the Company in the Employee's possession, including, but not limited
to, books and records relating to pathology services rendered by the Employee
under this Agreement, Medical records, meeting minutes, board summaries and
financial reports or data.

     17.  TERMINATION OF EMPLOYMENT UPON DEATH OR DISABILITY.

          (a)  DEATH OF THE EMPLOYEE. In the event that the Employee shall die
during the term of his employment under this Agreement, the Employee's
employment with the Company shall immediately cease and terminate and the
Employee's estate, heirs (at law), advisees, legatees or other proper and
legally-entitled descendants, or the personal representative, executor,
administrator or other proper legal representative on behalf of such
descendants, shall be entitled to receive and be paid solely the Employee's
salary, then in effect, for a period of 60 days, payable at the Company's
regular and customary intervals for the payment of salaries as then in effect,
and the Company shall have no further obligation or liability under this
Agreement ??her than for any reimbursement of reasonable out-of-pocket business
expenses properly ???urred by the Employee prior to his death and documented to
the Company in accordance herewith). Any stock options of Employee that have
vested by their terms as of the date of Employee's death may be exercised by
Employee's estate in accordance with the terms of such ??tions.

          (b)  DISABILITY OF THE EMPLOYEE. In the event that the Employee
becomes ??acitated during the term of his employment hereunder by reason of
sickness, accident or ?? mental or physical disability such that he is
substantially unable to perform his duties and responsibilities hereunder for a
period of 60 consecutive days, or for shorter or intermittent periods
aggregating 90 days during any 12-month period (a "Disability"), the Company
hereafter shall have the right, in its sole and absolute discretion, to
terminate the Employee's employment under this Agreement by sending written
notice of such termination to the employee or his legal guardian or other proper
legal representative and thereupon his employment hereunder shall immediately
cease and terminate. In the event of any such termination, the Employee shall be
entitled to receive and be paid solely his salary, then in effect, ?? a period
of 60 days, payable at the Company's regular and customary intervals for the
payment of salaries as then in effect, less any amounts, payments or benefits
the Employee receives under the Company's disability insurance policy for such
time period, and the Company shall have no further obligation or liability under
this Agreement (other than for any reimbursement of reasonable out-of-pocket
business expenses properly incurred by Employee ??or to his Disability and
documented to the Company in accordance herewith). Any stock ??tions of Employee
that have vested by their terms as of the date of Employee's termination by
reason of Disability may be exercised by Employee or his guardian in accordance
with the terms of such options.

                                        9


     18.  LIMITATIONS ON AUTHORITY. Unless the Company has given the Employee
its ??press written consent and except as otherwise in the ordinary course of
business, the Employee ??s absolutely no authority to:

          (a)  Pledge the credit or assets of the Company (or any Affiliate of
the Company) or of any of the Company's other employees.

          (b)  Bind the Company (or any Affiliate of the Company) under any
contract, agreement, note, mortgage or other instrument (other than routine
purchase orders in the ordinary course of business consistent with the Company's
practices).

          (c)  Release or discharge any debt due the Company (or any Affiliate
of the Company).

          (d)  Sell, mortgage, transfer or otherwise dispose of any of the
Company's assets (or any assets of any Affiliate of the Company).

     19.  REPRESENTATIONS OF EMPLOYEE. The Employee represents and warrants at
all times during the term of this Agreement that:

          (a)  The Employee is duly licensed and registered and in good standing
under the laws of the State of Florida to engage in the practice of medicine,
and that said license and registration have not been suspended, revoked or
restricted in any manner.

          (b)  The Employee is qualified for and has obtained, or has applied
for, membership in good standing on the medical staff of each hospital in which
such privileges are necessary for the Employee to render services.

          (c)  The Employee has and will continue to truthfully disclose to the
Company the following matters, whether occurring, at any time during the five
(5) years immediately preceding the date of this Agreement or at any time during
the term of this Agreement:

               (1)  any actual or threatened malpractice suit, claim (whether or
     not filed in court), settlement, settlement allocation, judgment, verdict
     or decree against the Employee;

               (2)  any disciplinary, peer review or professional review
     investigation, proceeding or action instituted against the Employee by any
     licensure board, hospital, medical school, health care facility or entity,
     professional society or association, third party payor, per review or
     professional review committee or body, or governmental agency;

               (3)  any criminal complaint, indictment or criminal proceeding in
     which the Employee is named as a defendant;

                                       10


               (4)  any allegation, investigation, or proceeding, whether
     administrative, civil or criminal, against the Employee of filing false
     health care claims, violating anti-kickback laws, violating self-referral
     laws, violating fee splitting laws, or engaging in other billing
     improprieties;

               (5)  any organic or mental illness or condition that impairs or
     is likely to impair the Employee's ability to practice medicine;

               (6)  any dependency on, or habitual use or abuse of, alcohol or
     controlled substances, or any participation in any alcohol or controlled
     substance detoxification, treatment, recovery, rehabilitation, counseling,
     screening or monitoring program;

               (7)  any allegation, investigation or proceeding, whether
     administrative, civil, or criminal, against the Employee for violating
     professional ethics or standards, or engaging in illegal, immoral or other
     misconduct (of any nature or degree), relating to the practice of medicine;
     and

               (8)  any denial or withdrawal of an Employee's application in any
     state for licensure as a physician, for medical staff privileges at any
     hospital or other health care entity, for re-certification, for
     participation in any government third-party payment program, for state or
     federal controlled substances registration, or for malpractice insurance,
     or loss of board certification in the medical specialty of anatomic
     pathology or in the medical specialty of general pathology for any reason
     whatsoever.

          (d)  The Employee is board certified in the medical specialty of
pathology.

          (e)  The Employee shall at all times render services to patients in a
competent, professional and ethical manner, in accordance with prevailing
standards of medical practice in the relevant community, perform professional
and supervisory services in accordance with recognized standards of the medical
profession, and act in a manner consistent with the Principles of Medical
Ethics of the American Medical Association, American Board of Pathology and all
applicable statutes, regulations, rules, orders and directives of any and all
applicable governmental and regulatory bodies having competent jurisdiction.

          (f)  In connection with the provision of professional services to
patients of Company, the Employee shall use the equipment, instruments,
pharmaceuticals and supplies furnished by or on behalf of the Company for the
purposes for which they are intended and in a manner consistent with sound
medical practice.

          (g)  The Employee shall participate in Medicare, Medicaid, workers
compensation, other federal and state reimbursement programs, and the payment
plan of any commercial insurer, health maintenance organization, preferred
provider organization, accountable health plan, or other health benefit program,
as reasonably directed by the Company, and the Employee has not been suspended
or excluded from participating in any such program

                                       11


which will have a material adverse impact on the ability of the Employee to
perform his duties as required by this Agreement.

          (h)  The Employee shall keep and maintain (or cause to be kept and
maintained) appropriate records, consistent with prevailing standards of medical
practice in the Employee's relevant community, relating to all professional
services rendered by the Employee under this Agreement and shall prepare and
attend to, in connection with such services, all reports, claims, and
correspondence necessary or appropriate in the circumstances, as determined
reasonably by the Company, all of which records, reports, claims, and
correspondence shall belong to the Company.

     20.  NON-COMPETITION AND NON-SOLICITATION AGREEMENT.

          (a)  The Employee acknowledges that during the course of the
Employee's employment the Employee has and will receive confidential and
proprietary information from and concerning the Company. The Employee also
acknowledges that the Company has made and/or will make substantial investments
in the further development of the Company's goodwill and in the Employee's
professional development. The capital expended to develop this goodwill directly
benefits the Employee and should continue to do so in the event that the
relationship between the Company and the Employee is terminated. Likewise, other
capital investments made or to be made by the Company to assist in the
Employee's professional development (including but not limited to those items
listed below) have conferred and will confer a direct economic benefit on the
Employee. During the course of the Employee's tenure with the Company, the
Employee will have received the following economic benefits as a result of
capital expenditures by the Company:

               (1)  Placement in an ongoing practice of pathology with an
     established revenue base.

               (2)  The opportunity to establish a professional relationship
     among clients served by the Company and its affiliates.

               (3)  Marketing support enabling the Employee to expand the
     Employee's own pathology practice and to become known by additional
     clients.

               (4)  The provision of contract management to enable the Employee
     to obtain provider status in managed care plans.

               (5)  The opportunity to develop special areas of expertise
     leading to requests for consultations on specific areas of pathology
     practice.

               (6)  The establishment of methodologies, practice parameters and
     quality assurance programs to enhance the Employee's practice of pathology.

                                       12


               (7)  The development and implementation of information systems
     and reporting formats, unique to the practice of pathology, to make the
     provision of pathology services more efficient, and to maximize the time
     available to the Employee for the performance of pathology (as opposed to
     attending to administrative functions).

               (8)  Financial support and practice coverage to facilitate
     participation in continuing education opportunities.

               (9)  Financial support and practice coverage enabling the
     Employee to pursue additional board certifications.

               (10) Financial support and practice coverage to participate in
     professional development and professional associations.

               (11) Participation in proprietary strategic planning sessions
     which focus on professional and business aspects of the practice of
     pathology and growth opportunities.

     The Employee agrees that the Company is entitled to protect these business
interests and investments and to prevent the Employee from using or taking
advantage of the foregoing economic benefits to the Company's detriment.

          (b)  Accordingly, the Employee specifically agrees that, except for
the services and duties that the Employee performs for or on behalf of the
Company pursuant to the terms of this Agreement or other services that are
permitted pursuant to Section 20(b)(2) of this Agreement, during the Employee's
employment with the Company and during the Restricted Period (as defined in
Subsection (c) below), the Employee shall not, as a shareholder, principal,
agent, consultant, manager, advisor, director, officer, control person,
operator, or in any other capacity or manner whatsoever,

               (1)  directly or indirectly engage in the practice of pathology,
     or engage in any business or perform any service, directly or indirectly,
     in competition with the business of the Company, AmeriPath, the Company's
     or AmeriPath's successors and assigns in the Restricted Territory (as
     hereinafter defined), or have any interest whatsoever in any enterprise
     that shall so engage in such activities, which is located in, provides
     services in or does any business whatsoever (other than at a deminimis
     level) in any facility, hospital or laboratory located in the Florida
     counties of Pinellas, Hillsborough, Duval, St John's, Clay, Bradford,
     Union, Baker, Nassau and/or Putnam and the Georgia counties of Glynn,
     Camden, Brantley, Ware and Charlton (collectively these Florida and Georgia
     counties referred to herein as the "Restricted Territory"), or

               (2)  from any facility or location, whether within or without the
     Restricted Territory, knowingly (x) perform pathology services for any
     patient, medical facility, hospital, laboratory or health care provider
     located in the Restricted Territory or (y) perform pathology services for
     any patient, medical facility, hospital, laboratory or

                                       13


     health care provider who was or is or is expected shortly to become a
     customer, client or patient of the Company, AmeriPath or any Affiliate of
     the Company or AmeriPath, except that it shall not be a violation of this
     Agreement for the Employee to perform pathology services in the Restricted
     Territory during the Restricted Period (i) as an employee of a local,
     federal or state government or agency; (ii) in performing the Employee's
     duties as a member of the United States military services or the National
     Guard; or (iii) on a locum tenens basis. Further, provided that the
     following activities do not interfere with the Employee's full time service
     to the Jacksonville Division of AmeriPath, nothing contained in this
     Employment Agreement shall prohibit the Employee from (i) performing
     consulting services to persons who are not customers, clients or patients
     of the Company, AmeriPath or any Affiliate of the Company or AmeriPath,
     including the entities of Baxter, Johnson & Johnson, Immucar, Serollogicils
     and Coral Therapeutics, Etc., (ii) providing expert testimony, opinion
     consultation, (iii) participating in non-pathology related businesses; and
     (iv) holding a passive stock interest in Laboratory Physicians, St.
     Petersburg, P.A. or any successor thereof and receiving payments in respect
     of such stock interest.

          (c)  As used in this Agreement, the term "RESTRICTED PERIOD" shall
mean and include the period during which the Employee is Employed by the
Company, or any Affiliate of the Company and a period of two (2) years from the
effective date of the Employee's termination of employment with the Company or
such Affiliate of the Company; provided, however, that the Restricted Period
shall be reduced to zero (0) days from the effective date of the Employee's
termination of employment with the Company or such Affiliate of the Company in
the event that (i) the Employee's employment is terminated without cause, or
(ii) the Company elects not to renew this Employment Agreement as provided
herein.

          (d)  The Employee further agrees that during the Restricted Period the
Employee will not, directly or indirectly, (1) solicit the employment of any
employee, agent or consultant of the Company, or an Affiliate of the Company,
who was such at any time during the twelve (12) months preceding the Employee's
termination of employment with the Company, or (2) induce any employee of the
Company, or any Affiliate of the Company, to leave the employ of the Company (or
of such Affiliate), or (3) solicit any payer contracts from any payor of the
Company (or of an Affiliate of the Company), or otherwise interfere with any
such payor, or (4) solicit or otherwise interfere with any referral sources of
the Company or any Affiliate of the Company, unless in each case the Employee
obtains the prior written consent of the Company.

          (e)  In recognition of the substantial nature of such potential
damages, the Employee agrees that the Company shall be entitled to specific
performance of this provision, and to injunctive and other equitable relief, and
that the Employee will be responsible for the payment of court costs and
reasonable attorneys' fees incurred by the Company in seeking enforcement the
covenant set forth herein. This Section 20 shall survive the termination of this
Agreement and the termination of the Employee's employment with the Company. The
Employee acknowledges that the enforcement of this covenant is not contrary to
the public health, safety, or welfare in that the population in the areas set
forth herein is adequately served

                                       14


??qualified pathologists. Further, the Employee acknowledges that the Employee's
breach of ??s covenant will cause irreparable injury to the Company.

     21.  CONFIDENTIALITY.

          (a)  ACKNOWLEDGEMENT. The Employee acknowledges and agrees that in the
course of rendering services to the Company and its clients, the Employee will
have access to ?? will become acquainted with confidential and proprietary
information about the professional, business and financial affairs of the
Company, its Affiliates and its patients, clients and customers, and that the
Employee may have contributed to or may in the future contribute to such
information. The Employee further recognizes that the Employee is being employed
as a ?? employee, that the Company is engaged in a highly competitive business,
and that the success of the Company in the marketplace and business depends upon
its goodwill and ??utation for integrity, quality and dependability. The
Employee recognizes that in order to ??ard the legitimate interests of the
Company it is necessary for the Company to protect all such confidential and
proprietary information, goodwill and reputation.

          (b)  PROPRIETARY INFORMATION. In the course of the Employee's service
to the Company, the Employee may have access to confidential know-how, business
documents or information, marketing data, client lists and trade secrets which
are confidential. Such information shall hereinafter be called "Proprietary
Information" and shall include any and all terms enumerated in the preceding
sentence which come within the scope of the business activities of the Company
as to which the Employee has had or may have access, whether previously
existing, now existing or arising hereafter, whether or not conceived or
developed by ??ers or by the Employee alone or with others during the period of
his service to the Company, and whether or not conceived or developed during
regular working hours. "Proprietary Information" shall not include (a) any
information which is in the public domain during the period of service by the
Employee or becomes public thereafter, provided such information is not ?? the
public domain as a consequence of disclosure by the Employee in violation of
this agreement, and (b) any information not considered confidential information
by similar enterprises operating in the clinical or anatomical laboratory
industry or otherwise in the ordinary course.

          (c)  FIDUCIARY OBLIGATIONS. The Employee agrees and acknowledges that
the Proprietary Information is of critical importance to the Company and a
violation of this Section ?? will seriously and irreparably impair and damage
the Company's businesses. The Employee therefore agrees, while he is an employee
of the Company and at all times thereafter, to keep all Proprietary Information
strictly confidential.

          (d)  NON-DISCLOSURE. Except as required by law or order of any court
or Governmental entity or in connection with the proper performance of his
duties hereunder, the employee shall not disclose, directly or indirectly
(except as required by law), any Proprietary Information to any person other
than (a) the Company, (b) persons who are authorized employees of the Company at
the time of such disclosure, (c) such other persons, including prospective

                                       15


investors or lenders, to whom the Employee has been instructed to make
disclosure by the Company's Board of Directors, or (d) the Employee's counsel,
which counsel shall keep all Proprietary Information confidential (in the case
of clauses (b) and (c), only to the extent required in the course of the
Employee's service to the Company). Upon any termination of the Employee's
employment hereunder, the Employee shall deliver to the Company all notes,
letters, documents, tapes, discs, recorded data and records which may contain
Proprietary Information which are then in the Employee's possession or control
and shall not retain, use, or make any copies, summaries or extracts thereof.

     22.  INVALID PROVISION. The invalidity or unenforceability of any provision
of this agreement shall not affect the validity or enforceability of any other
provision of this agreement. The Employee and the Company agree and acknowledge
that the provisions of Sections 20 and 21 are material and of the essence to
this Agreement, If the scope of any restriction or covenant contained herein
should be or become too broad or extensive to permit enforcement thereof to its
fullest extent, then such restriction or covenant shall be enforced to the
maximum extent permitted by law, and the Employee hereby consents and agrees
that (a) it is the parties intention and agreement that the covenants and
restrictions contained herein be enforced ?? written, and (b) in the event a
court of competent jurisdiction should determine that any restriction or
covenant contained herein is too broad or extensive to permit enforcement
thereof ?? its fullest extent, the scope of any such restriction or covenant may
be modified accordingly in ??y judicial proceeding brought to enforce such
restriction or covenant, but should be modified ?? permit enforcement of the
restrictions and covenants contained herein to the maximum extent the court, in
its judgment, will permit.

     23.  APPLICABLE LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.

     24.  BINDING EFFECT; ASSIGNMENT. This Agreement shall inure to the benefit
of and ??nding on the Employee and the Company and the Employee's and the
Company's respective ??eirs, personal representatives, successors and assigns;
HOWEVER, that the Employee shall have no right to assign the Employee's rights
or duties under this contract to any other person. In the event of the Company's
sale, merger or consolidation, the Employee specifically agrees that the Company
may assign the Company's rights and obligations hereunder to the Company's
successor, assign or purchaser. In addition, and in any event, the Company may,
at any time, assign the Company's rights and obligations under this Agreement to
any Person that is an affiliate of the Company or to any Person which, after any
such assignment, employs at least) ??% of the physician employees employed by
(the Company immediately prior to the assignment, PROVIDED, that any successor
shall expressly assume, and AmeriPath, Inc. (the Company's parent), or its
successor, shall guaranty, the obligations hereunder.

     25.  NOTICES. Any required notice under this Agreement shall be made and
delivered ?? writing. Delivery of such notice shall be made (x) if to the
Company, to AmeriPath, Inc., ??289 Garden Road, Suite 200, Riviera Beach,
Florida 33404, Attention: President; and (y) if to the Employee, to the last
known residential address of Employee as listed in the Company's

                                       16


employment records. Delivery of such notice shall be deemed to have occurred (i)
in the case of hand delivery, when personally delivered to the other party at
such party's address; or (ii) in the case of mailing, three (3) days after such
notice has been deposited in the United States mails, postage prepaid, by
certified or registered mail, with return receipt requested, and addressed to
the other party as set forth in this Agreement; or (iii) in any other case, when
actually received by the other party. Either party may change the address to
which notices are to be given by giving written notice of such change to the
other party in accordance with this Section 25.

     26.  ATTORNEYS' FEES AND COSTS. In any action, suit or proceeding to
enforce the terms and conditions of this Agreement, the prevailing party shall
receive and the unsuccessful party shall pay all costs, fees and expenses,
including reasonable attorney's costs, fees and expenses, incurred in enforcing
its rights under this Agreement, including costs, expenses and fees with respect
to trials, appeals and collection.

     27.  AMENDMENT. This Agreement may not be modified or amended in any manner
other than in a written document signed by both parties.

     28.  LEGISLATIVE LIMITATIONS. Notwithstanding any other provision of this
Agreement, if the governmental agencies (or their representatives) which
administer Medicare or Medicaid, or any other government third party payor
program, or any other federal, state or local government or agency passes;
issues or promulgates any law, rule, regulation, standard or interpretation at
any time while this Agreement is in effect which prohibits, restricts, limits or
in any way adversely changes the method or amount of reimbursement, compensation
or payment for services rendered by the Company (or its physician employees)
under this Agreement, or which otherwise adversely affects either the Employee's
or the Company's rights or obligations hereunder, then (i) the parties hereto
shall, promptly upon notice from either party, negotiate in good faith to amend
this Agreement to provide for such reimbursement, compensation or payment for
services in a manner consistent with any prohibition, restriction, limitation
and/or which takes into account any adverse change in reimbursement,
compensation or payment for physician services, and (ii) in the event the
parties are unable to reach agreement within ten (10) days after said notice is
given, the Company shall assign this Agreement (and the Company's rights and
obligations hereunder) to an Affiliate, (if such assignment cures or
substantially alleviates such prohibition, restriction, limitation or adverse
change) or terminate this Agreement and the rights and obligations of each of
the parties hereunder, as of midnight on such tenth (10th) day.

     29.  MISCELLANEOUS.

          (a)  EXCLUSIVE AGREEMENT. The terms of the Employee's employment with
the Company are exclusively governed by the terms of this Agreement. Any and all
prior agreements, arrangements, promises, representations, discussions or
understandings which either of the parties may have had concerning the
Employee's employment are hereby canceled, superseded and of no further force or
effect.

                                       17


          (b)  CONFIDENTIALITY. The Company and the Employee acknowledge and
agree that this Agreement and each of the provisions hereof shall be treated as
confidential and, except to the extent required by applicable law or regulations
or order of any court or governmental entity, or as deemed reasonably necessary
by the Company to facilitate due diligence in connection with acquisitions or
financings, neither the Employee nor the Company shall disclose the terms of the
Agreement, or provide copies hereof, to any third party (other than counsel or
advisers) without the prior written consent of the other party.

          (c)  DEFINITIONS. (1) "AFFILIATE" shall mean and include, with regard
to any Person, (a) any Person, directly or indirectly, controlled by, under
common control of, or controlling such Person, (b) any Person, directly or
indirectly, in which such Person holds, of record or beneficially, five percent
or more of the equity or voting securities, (c) any Person that holds, of record
or beneficially, five percent or more of the equity or voting securities of such
Person, (d) any Person that, through Contract, relationship or otherwise, exerts
a substantial influence on the management of such Person's affairs, (e) any
Person that, through Contract, relationship or otherwise, is influenced
substantially in the management of their affairs by such Person, or (f) any
director, officer, partner or individual holding a similar position in respect
of such Person.

               (2)  "COMPANY" Where a provision contained in this Agreement
requires or permits the action, adoption, review or approval of, or provides for
certain power, authority or judgment of, the Company, such action, adoption,
review, approval, power, authority or judgment may be exercised, taken or made
by an Affiliate of the Company, or by AmeriPath or its Affiliates, if such
Affiliate of the Company, or AmeriPath or its Affiliates, is required or
permitted to exercise, take or make such action, adoption, review, approval,
power, authority or judgment through or by virtue of a Contract to which the
Company or the Employee is a party or otherwise.

               (3)  "CONTRACT" means and includes any agreement, contract,
commitment, instrument or other binding arrangement, obligation or
understanding, whether written or oral.

               (4)  "PERSON" means and includes any corporation, partnership,
joint venture, company, syndicate, organization, association, trust, entity,
authority or natural person.

          (d)  CONSENT TO JURISDICTION; SERVICE OF PROCESS. The parties hereby
irrevocably submit to the jurisdiction of the state or federal courts wherein
lies Duval County in connection with any suit, action or other proceeding
arising out of or relating to this Agreement and hereby agrees not to assert, by
way of motion, as a defense, or otherwise in any such suit, action or proceeding
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement
or the subject matter hereof may not be enforced by such courts.

                                       18


          (e)  HEADINGS. The article, section and other headings contained in
this Agreement are for reference purposes only and do not affect in any way the
meaning or interpretation of any or all of the provisions of this Agreement.

          (f)  PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine, or neuter forms, and the singular forms of nouns, pronouns, and verbs
include the plural and vice versa.

          (g)  CONSTRUCTION. The parties acknowledge that each party has
reviewed and revised this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.

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

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


                                         AMERIPATH

                                         By: /s/ Robert P. Wynn
                                             --------------------------------
                                             Robert P. Wynn, Vice President

                                         EMPLOYEE:

                                         /s/ Dennis M. Smith, Jr.
                                         ------------------------------------
                                         DENNIS M. SMITH, JR., M.D.

                                       19


                AMENDMENT TO & ASSIGNMENT OF EMPLOYMENT AGREEMENT

          THIS AMENDMENT TO & ASSIGNMENT OF EMPLOYMENT AGREEMENT ("Amendment and
Assignment") is made this 11th day of June, 2001, by and between AMERIPATH
FLORIDA, INC. (the "Company"), AMERIPATH, INC. ("AmeriPath, Inc.") and DENNIS M.
SMITH, JR., M.D. (the "Executive").

                               W I T N E S S E T H

          WHEREAS, the Executive and the Company entered into an Employment
Agreement dated December 1, 1997 (the "Employment Agreement"), pursuant to which
the Executive has been providing services; and

          WHEREAS, the Executive and the Company wish to amend the Employment
Agreement to reflect changes in the Executive's duties, level of responsibility
and compensation; and

          WHEREAS, the Company wishes to assign the Employment Agreement to
AmeriPath, Inc.

          NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Executive's continued employment and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Executive and the Company agree as follows:

          1.   RECITALS. The above recitals are true and correct and are
incorporated herein by this reference.

          2.   ASSIGNMENT. Pursuant to Section 24 of the Employment Agreement,
the Company hereby assigns the Employment Agreement to its parent, AmeriPath,
Inc. The Executive consents to and accepts such assignment. AmeriPath, Inc.
accepts such assignment and assumes and guarantees the obligations of the
Company under the Employment Agreement. In accordance with this assignment, the
term "Company", in the Employment Agreement, shall, hereafter, refer to
AmeriPath, Inc.

          3.   POSITION. The first sentence in Section 1 of the Employment
Agreement is amended to read: "Subject to the terms and conditions of this
Agreement, the Company shall employ the Executive to render professional
services to the Company as its Executive Vice President of Genomic Strategies
and Chief Medical Officer, and the Executive accepts such employment and such
position." The Executive's title, in the second sentence of Section 3 of the
Employment Agreement is changed from "Medical Director of the Jacksonville
Division" to "Executive Vice President of Genomic Strategies and Chief Medical
Officer".

          4.   SALARY. The Executive's salary, as set forth in Section 7 of the
Employment Agreement, is changed from "$250,000" to "$350,000" effective January
1, 2001.

          5.   STOCK OPTIONS. The last two sentences in Section 7 of the
Employment Agreement are deleted and the following language is substituted
therefore;



          "During the Term hereunder, and subject to the execution of any other
applicable agreements, the Executive shall be eligible on an annual basis to
receive options (the "STOCK OPTIONS") to purchase common stock (the "COMMON
STOCK") of the Company, the amount to be determined by the Chairman of the Board
and CEO (the "CHAIRMAN") of the Company based upon the Executive's performance
and services rendered to the Company, and subject to the approval by both the
Compensation Committee and the Board at their regular annual review of executive
performance. If and to the extent awarded, the Stock Options shall be granted
under (and therefore subject to all terms of) the Company's stock option plan
(the "STOCK OPTION PLAN") and pursuant to the terms of a certain stock option
agreement (the "OPTION AGREEMENT") to be entered into by and between the
Executive and the Company. In addition, during the Term, the Executive shall be
eligible to be granted additional options under the Company's Stock Option Plan.
The number, if any, of additional options and terms and conditions thereof shall
be determined by the Committee appointed pursuant to the Stock Option Plan, or
by the Board of Directors of the Company, in its discretion and pursuant to the
Stock Option Plan. Notwithstanding any other provision of this Agreement, Option
Agreements entered into by the Executive and the Company prior to the date of
this Agreement shall remain in full force and effect."

          6.   TERMINATION. The following subsection (d) is added to Section 15
of the Employment Agreement:

          (d)  CHANGE IN CONTROL OF THE COMPANY.

               (1)  In the event that a Change in Control [as defined in
subsection (2) of this Section 6 (d)] in the Company shall occur during the Term
of Employment, the Company shall accelerate the vesting of all AmeriPath Stock
Options which have been granted to the Executive but are unvested, so that the
unvested shares are one hundred (100) percent vested on the date of the Change
in Control. In addition, if a Change in Control of the Company occurs during the
Term of Employment, and prior to one year after the date of the Change in
Control the Term is terminated by the Company without Cause pursuant to Section
15 (c) hereof, or the Company requires the Executive to be based at any office
or location more than twenty-five (25) miles from that in which the Executive
was working on the date of the Change in Control and the Executive thereby
elects to terminate this Agreement, the Company shall (i) pay to the Executive
any accrued and unpaid Base Salary through the effective date of the
termination, (ii) pay to the Executive, within 30 days of the termination of his
employment hereunder, a lump sum payment equal to one times the Executive's
annual Base Salary, and (iii) accelerate the vesting of all AmeriPath Stock
Options which have been granted to the Executive but are unvested, so that the
unvested shares are one hundred (100) percent vested as of the Executive's
Termination Date. The Company shall have no further liability hereunder (other
than for reimbursement for reasonable business expenses incurred prior to the
date of termination and payment of compensation for accrued and unused vacation
days).

               (2)  For purposes of this Agreement, the term "CHANGE IN CONTROL"
shall mean:

                    (A)  Approval by the shareholders of the Company of (x) a
reorganization, merger, consolidation or other form of corporate transaction or
series of

                                        2


transactions, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company's then outstanding
voting securities, in substantially the same proportions as their ownership
immediately prior to such reorganization, merger, consolidation or other
transaction, or (y) a liquidation or dissolution of the Company or (z) the sale
of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned);

                    (B)  Individuals who, as of the Commencement Date of this
Agreement, constitute the Board (the "INCUMBENT BOARD") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the Commencement Date of this Agreement whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company) shall be, for purposes
of this Agreement, considered as though such person were a member of the
Incumbent Board; or

                    (C)  the acquisition (other than by or from the Company) by
any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of beneficial ownership within the
meaning of Rule 13-d promulgated under the) Securities Exchange Act of 50% or
more of either the then outstanding shares of the Company's Common Stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors [(hereinafter referred
to as the ownership of a "CONTROLLING INTEREST") excluding, for this purpose,
any acquisitions by (i) the Company or its Subsidiaries, (ii) any person, entity
or "group" that as of the Commencement Date of this Agreement owns beneficial
ownership (within the meaning of Rule l3d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (iii) any Executive benefit plan of
the Company or its Subsidiaries].

          7.   NONCOMPETITION AND NON-SOLICITATION AGREEMENT. The word "or," is
added to the end of Section 20.(b)(2) and the following Section 20.(b)(3) is
added to the Employment Agreement:

               (3)  directly or indirectly, engage in or have any interest in
any sole proprietorship, corporation, company, partnership, association, venture
or business or any other person or entity that directly or indirectly (or
through any affiliated entity) competes with the Company's business (for
purposes of this Agreement, any business that engages in the management or
provision of anatomic pathology diagnostic services (whether through physician
practices, laboratories, hospitals, medical or surgery centers or otherwise)
shall be deemed to compete with the Company's business); provided that such
provision shall not apply to the Executive's ownership of common stock of the
Company or the acquisition by the Executive, solely as an investment, of
securities of any issuer that are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national securities exchange or that are quoted on
the National

                                        3


Association of Securities Dealers Automated Quotations System, or any similar
system or automated dissemination of quotations of securities prices in common
use, so long as the Executive does not control, acquire a controlling interest
in or become a member of a group which exercises direct or indirect control of,
more than five percent (5.0%) of any class of capital stock of such corporation.

          8.   CONFLICTING TERMS & SURVIVAL OF AGREEMENT. Except as specifically
set forth herein, the Employment Agreement shall remain in full force and
effect. In the event the terms of this Amendment and Assignment shall conflict
with the terms of the Employment Agreement, the terms of this Amendment and
Assignment shall control.

          9.   COUNTERPARTS. This Amendment and Assignment may be executed in
any number of counterparts, each of which shall be deemed to be an original, and
all of which together constitute one documents.

          10.  FINAL AGREEMENT. The Employment Agreement, as amended by this
Amendment and Assignment, shall constitute the final agreement between the
parties hereto and supercedes any prior or contemporaneous agreement or
representation, oral or written, among them with respect to the matters set
forth in the Employment Agreement and this Amendment and Assignment.

          11.  CONFIDENTIALITY. The Executive shall not disclose to any person
or entity any information whatsoever regarding the terms of this Amendment and
Assignment or the Agreement. Such limitation does not include Executive's
disclosure to any attorneys, accountants and professional tax advisers with whom
Executive chooses to consult or seek advice regarding Executive's consideration
of and decision to execute this Amendment and Assignment.

IN WITNESS WHEREOF, the parties have executed this Amendment and Assignment on
the date set forth above.

AMERIPATH FLORIDA, INC.

AMERIPATH, INC.


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

EXECUTIVE


    /s/ Dennis M. Smith, Jr.
   ---------------------------------
        Dennis M. Smith, Jr., M.D.

                                        4


                                 AMENDMENT NO. 2
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT ("AMENDMENT") is made
this 8 day of December 2002, by and between AMERIPATH, INC., a Delaware
corporation (the "COMPANY") and DENNIS M. SMITH, JR., M.D. (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement dated December 1, 1997 (as amended on June 11, 2001,
the "AGREEMENT");

          WHEREAS, the Company, Amy Holding Company (the "PARENT"), and Amy
Acquisition Corp. have entered into an Agreement and Plan of Merger, dated on or
about December 8, 2002 (the "MERGER AGREEMENT"); and

          WHEREAS, in connection with the Merger Agreement, the Company and the
Executive wish to amend the Agreement.

          NOW, THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:

          1.   EFFECTIVE DATE. This Amendment shall become effective on the
closing date of the transactions contemplated by the Merger Agreement (the
"EFFECTIVE DATE").

          2.   STOCK OPTIONS. On the Effective Date, the Executive will be
granted options to purchase at a $1 per share exercise price that number of
shares of common stock of the Parent equal to 0.25% of the Parent's common stock
outstanding on a fully-diluted basis as of the Effective Date, half of which
shall be granted in the form of a time-based option pursuant to an Time-Based
Option Agreement substantially in the form of EXHIBIT A hereto and half of which
shall be granted in the form of a performance-based option pursuant to a
Performance-Based Stock Option Agreement substantially in the form of EXHIBIT B
hereto (it being understood that (i) such 0.25% amount has been determined
assuming that, on the Effective Date, Welsh, Carson, Anderson & Stowe IX, L.P.
and its affiliated investors (collectively, "WCAS") will provide the equity and
debt financing contemplated in the financing commitment letters for the
transactions contemplated by the Merger Agreement and (ii) if WCAS is required
to provide additional equity financing to Parent in order to consummate the
transactions contemplated by the Merger Agreement, the equity issued to WCAS in
connection with such additional financing will dilute such 0.25% amount on the
same basis as other holders of Parent common equity securities).



          3.   AMENDMENTS.

          (a)  The last two sentences of Section 7 are deleted in their
entirety.

          (b)  Section 15(d) of the Agreement is deleted in its entirety and
replaced with the following:

     (d)  CHANGE IN CONTROL.

               (1)  If, prior to the one-year anniversary of the closing of the
     transactions contemplated by that certain Agreement and Plan of Merger,
     dated on or about December 8, 2002, among AmeriPath, Inc., Amy Holding
     Company, and Amy Acquisition Corp., (i) the Term of Employment is
     terminated by the Company without Cause pursuant to Section 15(c) hereof or
     (ii) the Company requires the Executive to be based at any office or
     location more than twenty-five (25) miles from that in which the Executive
     was based at the time this Amendment was executed (except for travel
     reasonably required in the performance of the Executive's duties and
     responsibilities under the Agreement) and the Executive elects to terminate
     the Term of Employment as a result, a "Change of Control Termination" shall
     be deemed to have occurred.

               (2)  In the event of a "Change of Control Termination" under
     paragraph (1) of this paragraph (d), the Company shall (i) pay to the
     Executive any accrued and unpaid Base Salary through the effective date of
     the termination and (ii) pay to the Executive, within 30 days of the
     termination of his employment hereunder, a lump sum payment equal to one
     times the Executive's annual Base Salary.

               The Company shall have no further liability hereunder (other than
     for reimbursement for reasonable business expenses incurred prior to the
     date of termination and payment of compensation for accrued and unused
     vacation days).

          4.   ACKNOWLEDGEMENT. The Company shall use its best efforts to cause
its own shareholders and the shareholders of the Parent, as applicable,
immediately prior to a Change of Control (as defined in the Executive's
Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.) to approve any
payment or benefit (the "PAYMENT") that the Company and/or the Parent is
required to make to the Executive upon or in connection with the occurrence of a
Change of Control of the Company or the Parent in a manner that satisfies
Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

          5.   CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement shall remain in full force and
effect. In the event the terms of this Amendment shall conflict with the terms
of the Agreement, the terms of this Amendment shall control.



          6.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one document.

          7.   FINAL AGREEMENT. The Agreement, as amended by this Amendment,
constitutes the final agreement between the parties hereto and supercedes any
prior or representation, oral or written, among them with respect to the matters
set forth in the Agreement and this Amendment.

                  [Remainder of Page Intentionally Left Blank]



          IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.


                                              AMERIPATH, INC.


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


                                              EXECUTIVE:

                                                   /s/ Dennis M. Smith, Jr.
                                              ----------------------------------
                                                  Dennis M. Smith, Jr., M.D.



                                 AMENDMENT NO. 3
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT is made this 26th day of
March 2003, by and between AMERIPATH, INC., a Delaware corporation (the
"COMPANY") and DENNIS M. SMITH, JR., M.D. (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement, dated December 1, 1997, as amended June 11, 2001,
and further amended December 8, 2002 (the "AGREEMENT");

          WHEREAS, the second amendment to the Agreement, dated December 8, 2002
("AMENDMENT NO. 2"), contemplated that the Executive would be granted options to
purchase capital stock of the Company at an exercise price of $1.00 per share
upon the closing date of the transactions contemplated by the Merger Agreement,
dated December 8, 2002 (the "MERGER AGREEMENT"), among the Company, Amy Holding
Company and Amy Acquisition Corp.;

          WHEREAS, the Executive and the Company have agreed that such options
will actually be issued at $6.00 upon the closing date of such transactions, and
as such, the Executive and the Company have agreed to further amend the
Agreement to reflect such revised exercise price;

          NOW THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows;

          1.   EFFECTIVE DATE. This Amendment No. 3 shall become effective on
the closing date of the transactions contemplated by the Merger Agreement.

          2.   AMENDMENT. The reference to "$1" as the exercise price of the
options to be granted the Executive pursuant to Section 2 of Amendment No. 2 is
hereby deleted and replaced with a reference to "$6" as the exercise price for
such options.

          3.   CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement shall remain in full force and
effect. In the event the terms of this Amendment No. 3 shall conflict with the
terms of the Agreement, the terms of this Amendment No. 3 shall control.

          4.   COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one document.

          5.   FINAL AGREEMENT. The Agreement, as amended by this Amendment
No. 3, constitutes the final agreement between the parties hereto and supercedes
any prior representation, oral or written, among them with respect to the
matters set forth in the Agreement and this Amendment No. 3.



          6.   GOVERNING LAW. This Amendment No. 3 shall be governed by and
construed and enforced in accordance with the laws of the State of Florida,
without reference to principles of conflict of laws.

                  [Remainder of Page Intentionally Left Blank]



          IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.


                                       AMERIPATH, INC.


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


                                       EXECUTIVE

                                            /s/ Dennis M. Smith, Jr.
                                       ----------------------------------------
                                       Dennis M. Smith, Jr., M.D.

EX-10.18

                                                                   EXHIBIT 10.18

                              EMPLOYMENT AGREEMENT

     This Employment Agreement ("AGREEMENT") is made and entered into on this
9th day of April, 2001, effective as of April 1, 2001 by and between AMERIPATH,
INC., a Delaware corporation (the "COMPANY"), and STEPHEN V. FULLER
(hereinafter, the "EXECUTIVE").

                                 R E C I T A L S

     A.   The Executive is currently employed by the Company as its Senior Vice
President, Human Resources pursuant to a letter agreement dated October 29, 1996
and a letter agreement dated October 14, 1998, each as amended by Personnel
Action Notices dated June 28, 1999 and July 21, 2000 (collectively, the "PRIOR
EMPLOYMENT AGREEMENT").

     B.   The Company and the Executive now wish to enter into this new
Agreement, which is intended to supercede and replace the Prior Employment
Agreement in its entirety, to reflect the Executive's position and duties, his
compensation, and other terms and conditions of his employment as Senior Vice
President, Human Resources of the Company. Upon execution of this Agreement by
both the Executive and the Company, the Prior Employment Agreement shall
terminate and no longer have any force and effect.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the promises and mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Executive and the Company
agree as follows:

     1.   RECITALS. The foregoing recitals are true and correct and are
incorporated herein by this reference.

     2.   EMPLOYMENT.

          2.1   EMPLOYMENT AND TERM. During the Term of Employment, the Company
hereby agrees to employ the Executive and the Executive hereby agrees to serve
the Company on the terms and conditions set forth herein.

          2.2   DUTIES OF EXECUTIVE. During the Term of Employment, the
Executive shall serve as the Senior Vice President, Human Resources of the
Company, shall faithfully and diligently perform all services as may be assigned
to him by the Company, and shall exercise such power and authority as may from
time to time be delegated to him. The Executive shall devote his full time and
attention to the business and affairs of the Company, render such services to
the best of his ability, and use his reasonable best efforts to promote the
interests of the Company. The Executive shall comply with the Company's
employment policies and practices generally applicable to its officers and
employees including, without limitation, insider trading and confidentiality
policies. Notwithstanding the foregoing or any other provision of this

                                      - 1 -



Agreement, it shall not be a breach or violation of this Agreement for the
Executive to (i) serve on corporate, civic or charitable boards or committees,
(ii) deliver lectures, fulfill speaking engagements or teach at educational
institutions, or (iii) manage personal investments, so long as such activities
do not interfere with or detract from the performance of the Executive's
responsibilities to the Company in accordance with this Agreement.

     3.   TERM OF EMPLOYMENT. The term of employment under this Agreement, and
the employment of the Executive hereunder (the "TERM OF EMPLOYMENT"), shall
commence upon execution of this Agreement by both the Executive and the Company
and shall terminate upon the date on which the employment of the Executive is
terminated pursuant to and in accordance with Section 6 hereof (the "EXPIRATION
DATE").

     4.   COMPENSATION.

          4.1   BASE SALARY. The Executive shall receive a base salary at the
annual rate of $190,000 (the "BASE SALARY") during the Term of Employment, with
such Base Salary payable in installments consistent with the Company's normal
payroll schedule, subject to applicable withholding and other taxes. The Base
Salary shall be reviewed at least annually.

          4.2   BONUSES.

                a.  During the Term of Employment, for each calendar year during
the Term of Employment (the "Bonus Period"), the Board shall establish a bonus
pool from which the Executive shall be eligible to receive an annual bonus
potentially equal to thirty-five percent (35%) of the Executive's Base Salary
(the "BONUS PAYMENT"), to be determined by the Executive's supervisor and based
upon the satisfaction by the Executive and/or the Company of the goals (the
"GOALS"), to be established by the Company. Notwithstanding the foregoing, in
the event that the Goals are either exceeded or not fully achieved for a Bonus
Period, the Executive may be eligible to receive a Bonus Payment in an amount in
excess of or less than thirty-five percent (35%) of the Executive's Base Salary.

                b.  For the Bonus Period in which the Executive's employment
with the Company terminates for any reason other than by the Company for Cause
under Section 6.1 hereof, provided that the Executive has been continuously
employed with the Company for a minimum of six (6) months during such Bonus
Period, the Company shall pay the Executive a pro rata portion (based upon the
period beginning on the first day of the Bonus Period and ending on the date on
which the Executive's employment with the Company terminates) of the bonus
otherwise payable under Section 4.2 for the Bonus Period in which such
termination of employment occurs; provided, however, that (i) the Bonus Period
shall be deemed to end on the last day of the calendar quarter in which the
Executive's employment so terminates, and (ii) the business criteria used to
determine the bonus for this short Bonus Period shall be annualized and shall be
determined based upon audited financial information prepared in accordance with
generally accepted accounting principles, applied consistently with prior
periods, and reviewed and approved by the Compensation Committee of the Board.
The Incentive Compensation for

                                      - 2 -


this Bonus Period is sometimes hereinafter referred to as the "TERMINATION YEAR
BONUS".

     5.   EXPENSE REIMBURSEMENT AND OTHER BENEFITS.

          5.1   REIMBURSEMENT OF EXPENSES. Upon the submission of proper
substantiation by the Executive, and subject to such rules and guidelines as the
Company may from time to time adopt with respect to the reimbursement of
expenses of executive personnel, the Company shall reimburse the Executive for
all reasonable expenses actually paid or incurred by the Executive during the
Term of Employment in the course of and pursuant to the business of the Company.
The Executive shall account to the Company in writing for all expenses for which
reimbursement is sought and shall supply to the Company copies of all relevant
invoices, receipts or other evidence reasonably requested by the Company.

          5.2   COMPENSATION/BENEFIT PROGRAMS. During the Term of Employment,
the Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executive personnel, including savings, pension,
profit-sharing and deferred compensation plans, subject to the general
eligibility and participation provisions set forth in such plans.

          5.3   STOCK OPTIONS. During the Term of Employment hereunder, and
subject to the execution of any other applicable agreements, the Executive shall
be eligible on an annual basis to receive options (the "STOCK OPTIONS") to
purchase common stock (the "COMMON STOCK") of the Company, the amount to be
determined by the Chairman of the Board and CEO (the "CHAIRMAN") of the Company
based upon the Executive's performance and services rendered to the Company, and
subject to the approval by both the Compensation Committee and the Board at
their regular annual review of executive performance. If and to the extent
awarded, the Stock Options shall be granted under {and therefore subject to all
terms of) the Company's stock option plan (the "STOCK OPTION PLAN") and pursuant
to the terms of a certain stock option agreement (the "OPTION AGREEMENT") to be
entered into by and between the Executive and the Company. In addition, during
the Term of Employment, the Executive shall be eligible to be granted additional
options under the Company's Stock Option Plan. The number, if any, of additional
options and terms and conditions thereof shall be determined by the Committee
appointed pursuant to the Stock Option Plan, or by the Board of Directors of the
Company, in its discretion and pursuant to the Stock Option Plan.
Notwithstanding any other provision of this Agreement, Option Agreements entered
into by the Executive and the Company prior to the date of this Agreement shall
remain in full force and effect.

          5.4   OTHER BENEFITS. The Executive shall accrue up to four (4) weeks
of paid vacation each calendar year during the Term of Employment, to be taken
at such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall significantly interfere with the duties
required to be rendered by the Executive hereunder. Any accrued vacation time
not taken by Executive during any calendar year may be carried forward into any
succeeding calendar year. Notwithstanding the foregoing, in no event shall the

                                      - 3 -


Executive's accrued vacation time exceed four (4) weeks at any point in time.
The Executive shall receive such additional benefits, if any, as the Board of
the Company shall from time to time determine.

     6.   TERMINATION AND/OR CHANGE OF CONTROL.

          6.1   TERMINATION FOR CAUSE. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Term of
Employment, for Cause as defined below. For purposes of this Agreement, the term
"CAUSE" shall mean (i) an action or omission of the Executive which constitutes
a willful and material breach of, or willful and material failure or refusal
(other than by reason of his disability or incapacity) to perform his duties
under, this Agreement which is not cured within fifteen (15) days after receipt
by the Executive of written notice of same, (ii) fraud, embezzlement,
misappropriation of funds or breach of trust in connection with his services
hereunder, (iii) a conviction of any crime which involves dishonesty or a breach
of trust, or (iv) gross negligence in connection with the performance of the
Executive's duties hereunder, which the Board in its reasonable discretion deems
to be good and sufficient cause to terminate the Executive's employment with the
Company. Any termination for Cause shall be made by notice in writing to the
Executive, which notice shall set forth in reasonable detail all acts or
omissions upon which the Company is relying for such termination. Upon any
termination pursuant to this Section 6.1, the Company shall pay to the Executive
any accrued and unpaid Base Salary through the date of termination. Upon any
termination effected and compensated pursuant to this Section 6.1, the Company
shall have no further liability hereunder (other than for reimbursement for
reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 5.1, and payment of compensation for
accrued and unused vacation days).

          6.2   DISABILITY. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Term of Employment, if the
Executive shall become entitled to benefits under the Company's long term
disability plan as then in effect, or, if the Executive shall as the result of
mental or physical incapacity, illness or disability, become unable to perform
his obligations hereunder for a period of 180 days in any 12-month period. The
Board shall have sole discretion based upon competent medical advice to
determine whether the Executive is or continues to be disabled. Upon any
termination pursuant to this Section 6.2, the Company shall (i) pay to the
Executive any accrued and unpaid Base Salary and Bonus Payment, through the
effective date of termination specified in such notice, (ii) pay to the
Executive his Termination Year Bonus, if any, at the time provided in Section
4.2b hereof, and (iii) pay the COBRA premiums for the Executive's medical and
dental insurance coverage in effect on the termination date, for a period of
twelve (12) months following the termination of the Executive's employment with
the Company. Upon any termination effected and compensated pursuant to this
Section 6.2, the Company shall have no further liability hereunder (other than
for reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5.1, and payment of
compensation for accrued and unused vacation days).

                                      - 4 -


          6.3   DEATH. Upon the death of the Executive during the Term of
Employment, the Company shall (i) pay to the estate of the deceased Executive
any accrued and unpaid Base Salary and Bonus Payment, through the Executive's
date of death, (ii) pay to the estate of the deceased Executive, the Executive's
Termination Year Bonus, if any, at the time provided in Section 4.2b hereof.
Upon any termination effected and compensated pursuant to this Section 6.3, the
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5.1, and payment of compensation
for accrued and unused vacation days).

          6.4   TERMINATION WITHOUT CAUSE. At any time the Company shall have
the right to terminate the Term of Employment by written notice to the
Executive. Upon any termination pursuant to this Section 6.4 (that is not a
termination under any of Sections 6.1, 6.2, 6.3 or 6.5) the Company shall (i)
pay to the Executive any accrued and unpaid Base Salary and Bonus Payment,
through the date of termination specified in such notice, (ii) continue to pay
the Executive's Base Salary for a period of twelve (12) months following the
termination of the Executive's employment with the Company, in the manner and at
such times as the Base Salary otherwise would have been payable to the
Executive, (iii) pay to the Executive his Termination Year Bonus, if any, at the
time provided in Section 4.2b, and (iv) pay the COBRA premiums for the
Executive's medical and dental insurance coverage in effect on the termination
date, for a period of twelve (12) months following the termination of the
Executive's employment with the Company. Upon any termination effected and
compensated pursuant to this Section 6.4, the Company shall have no further
liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 5.1, and payment of compensation for accrued and unused
vacation days).

          6.5   TERMINATION BY EXECUTIVE.

                a.  The Executive shall at all times have the right, by written
notice not less than ninety (90) days prior to the termination date, to
terminate his Employment Term.

                b.  Upon termination of the Term of Employment pursuant to this
Section 6.5 (that is not a termination under Section 6.6) by the Executive, the
Company shall pay to the Executive any accrued and unpaid Base Salary and Bonus
Payment, through the effective date of termination specified in such notice.
Upon any termination effected and compensated pursuant to this Section 6.5, the
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 5.1, and payment of compensation
for accrued and unused vacation days).

          6.6   CHANGE IN CONTROL OF THE COMPANY.

                a.  Unless otherwise provided in Section 6.7 hereof, in the
event that a Change in Control (as defined in paragraph g. of this Section 6.6)
in the Company shall occur

                                      - 5 -


during the Term of Employment, the Company shall (i) pay to the Executive,
within thirty (30) days of the date of the Change in Control, a lump sum bonus
equal to one times the Executive's annual Base Salary (the "Change in Control
Date Bonus"), and (ii) accelerate the vesting of all AmeriPath Stock Options
which have been granted to the Executive but are unvested, so that the unvested
shares are one hundred (100) percent vested on the date of the Change in
Control.

                b.  If the Executive's Term of Employment is terminated prior to
the date on which a Change of Control occurs, and it is reasonably demonstrated
that such termination (i) was at the request of a third party who has taken
steps reasonably calculated to effect a Change of Control, or (ii) otherwise
arose in connection with or anticipation of a Change of Control, then for all
purposes hereunder, a "Change of Control Termination" shall be deemed to have
occurred.

                c.  If Executive's Term of Employment is terminated without
cause pursuant to Section 6.4 hereof, within one year after a Change of Control,
a "Change of Control Termination" shall be deemed to have occurred.

                d.  If, within one year following a Change of Control, (i) the
Company requires the Executive to be based at any office or location more than
twenty-five (25) miles from that in which the Executive was based at the time
this Agreement was executed (except for travel reasonably required in the
performance of the Executive's duties and responsibilities hereunder), or (ii)
the Executive's position (including status, offices, titles and reporting
requirements), authority, duties and responsibilities are not at least
commensurate in all material respects with the most significant of those held,
exercised and assigned at the time preceding the Change in Control, then in
either event, the Executive may elect to terminate this Agreement and a "Change
of Control Termination" shall be deemed to have occurred.

                e.  In the event of a "Change of Control Termination" under
paragraphs b, c, or d of this Section 6.6, the Company shall:

                    (i)    pay to the Executive any accrued and unpaid Base
Salary and Bonus Payment, through the effective date of the termination;

                    (ii)   pay to the Executive his Termination Year Bonus, if
any, at the time provided in Section 4.2b hereof;

                    (iii)  pay to the Executive, within 30 days of the
termination of his employment hereunder, a lump sum payment equal to one times
the Executive's annual Base Salary;

                    (iv)   accelerate the vesting of all AmeriPath Stock Options
which have been granted to the Executive since the Change in Control but are
unvested, so that the unvested shares are one hundred (100) percent vested as of
the Executive's Termination Date; and

                                      - 6 -


                    (v)    pay to the Executive in a lump sum the compensation
and benefits provided in the Termination Without Cause Section 6.4.

The Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of
termination, subject, however, to the provisions of Section 5.1, and payment of
compensation for accrued and unused vacation days).

                f.  If, on the date of the one-year anniversary of the date of
the Change In Control, the Executive is in the employ of the Company, or any
successor thereto or assign thereof, the Executive shall be paid, on such
one-year anniversary date, an additional lump sum bonus equal to one times the
Executive's annual Base Salary as determined immediately prior to the Change in
Control Date (the "Anniversary Bonus").

                g.  For purposes of this Agreement, the term "CHANGE IN CONTROL"
shall mean:

                    (i)    Approval by the shareholders of the Company of (x) a
reorganization, merger, consolidation or other form of corporate transaction or
series of transactions, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company's then outstanding
voting securities, in substantially the same proportions as their ownership
immediately prior to such reorganization, merger, consolidation or other
transaction, or (y) a liquidation or dissolution of the Company or (z) the sale
of all or substantially all of the assets of the Company (unless such
reorganization, merger, consolidation or other corporate transaction,
liquidation, dissolution or sale is subsequently abandoned);

                    (ii)   Individuals who, as of the Commencement Date of this
Agreement, constitute the Board (the "INCUMBENT BOARD") cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the Commencement Date of this Agreement whose election,
or nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
(other than an election or nomination of an individual whose initial assumption
of office is in connection with an actual or threatened election contest
relating to the election of the Directors of the Company) shall be, for purposes
of this Agreement, considered as though such person were a member of the
Incumbent Board; or

                    (iii)  the acquisition (other than by or from the Company)
by any person, entity or "group", within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act, of beneficial ownership within the
meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or
more of either the then outstanding shares of the Company's Common Stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors [(hereinafter referred
to as the

                                      - 7 -


ownership of a "CONTROLLING INTEREST") excluding, for this purpose, any
acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or
"group" that as of the Commencement Date of this Agreement owns beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the
Company or its Subsidiaries].

          6.7   CERTAIN REDUCTION OF PAYMENTS BY THE COMPANY.

                a.  For purposes of this section, (i) A PAYMENT shall mean any
payment or distribution in the nature of compensation to or for the benefit of
the Executive, whether paid or payable pursuant to this Agreement or otherwise;
(ii) AGREEMENT PAYMENT shall mean a Payment paid or payable pursuant to this
Agreement (disregarding this Section 6.7); (iii) NET AFTER TAX RECEIPT shall
mean the Present Value of a Payment net of all taxes imposed on the Executive
with respect thereto under Sections 1 and 4999 of the Code, determined by
applying the highest marginal rate under Section 1 of the Code which applied to
the Executive's taxable income for the immediately preceding taxable year; (iv)
"PRESENT VALUE" shall mean such value determined in accordance with Section
280G(d)(4) of the Code; and (v) "REDUCED AMOUNT" shall mean the smallest
aggregate amount of Payments which (a) is less than the sum of all Payments and
(b) results in aggregate Net After Tax Receipts which are equal to or greater
than the Net After Tax Receipts which would result if the aggregate Payments
were any other amount equal to or less than the sum of all Payments.

                b.  Anything in this Agreement to the contrary notwithstanding,
in the event that the Company's independent auditors or, at the Executive's
option, any other nationally or regionally recognized firm of independent
accountants selected by the Executive and approved by the Company, which
approval shall not be unreasonably withheld (the "ACCOUNTING FIRM"), shall
determine that receipt of all Payments would subject the Executive to tax under
Section 4999 of the Code, it shall determine whether some amount of Payments
would meet the definition of a "REDUCED AMOUNT." If the Accounting Firm
determines that there is a Reduced Amount, the aggregate Agreement Payments
shall be reduced to such Reduced Amount; provided, however, that if the Reduced
Amount exceeds the aggregate Agreement Payments, the aggregate Payments shall,
after the reduction of all Agreement Payments, be reduced (but not below zero)
in the amount of such excess.

                c.  If the Accounting Firm determines that aggregate Agreement
Payments or Payments, as the case may be, should be reduced to the Reduced
Amount, the Company shall promptly give the Executive notice to that effect and
a copy of the detailed calculation thereof, and the Executive may then elect, in
his sole discretion, which and how much of the Agreement Payments or Payments,
as the case may be, shall be eliminated or reduced (as long as after such
election the present value of the aggregate Payments equals the Reduced Amount),
and shall advise the Company in writing of his election within ten days of his
receipt of notice. If no such election is made by the Executive within such
ten-day period, the Company may elect which of the Agreement Payments or
Payments, as the case may be, shall be eliminated or reduced (as long as after
such election the present value of the aggregate Payments equals the

                                      - 8 -


Reduced Amount) and shall notify the Executive promptly of such election. All
determinations made by the Accounting Firm under this Section shall be binding
upon the Company and the Executive and shall be made within 60 days of a
termination of employment of the Executive. As promptly as practicable following
such determination, the Company shall pay to or distribute for the benefit of
the Executive such Payments as are then due to the Executive under this
Agreement and shall promptly pay to or distribute for the benefit of the
Executive in the future such Payments as become due to the Executive under this
Agreement.

                d.  While it is the intention of the Company and the Executive
to reduce the amounts payable or distributable to the Executive hereunder only
if the aggregate Net After Tax Receipts to the Executive would thereby be
increased, as a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that amounts will not have been paid or distributed by
the Company to or for the benefit of the Executive pursuant to this Agreement
which should not have been so paid or distributed ("OVERPAYMENT") or that
additional amounts which will have not been paid or distributed by the Company
to or for the benefit of the Executive pursuant to this Agreement could have
been so paid or distributed ("UNDERPAYMENT"), in each case, consistent with the
calculation of the Reduced Amount hereunder. In the event that the Accounting
Firm, based either upon the assertion of a deficiency by the Internal Revenue
Service against the Company or the Executive which the Accounting Firm believes
has a high probability of success or controlling precedent or other substantial
authority, determines that an Overpayment has been made, any such Overpayment
paid or distributed by the Company to or for the benefit of the Executive shall
be treated for all purposes as a loan AB INITIO to the Executive which the
Executive shall repay to the Company together with interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code; provided, however,
that no loan shall be deemed to have been made and no amount shall be payable by
the Executive to the Company if and to the extent such deemed loan and payment
would not either reduce the amount on which the Executive is subject to tax
under Section 1 and Section 4999 of the Code or generate a refund of such taxes.
In the event that the Accounting Firm, based upon controlling precedent or other
substantial authority, determines that an Underpayment has occurred, any such
Underpayment shall be promptly paid by the Company to or for the benefit of the
Executive together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code.

          6.8   RESIGNATION. Upon any termination of employment pursuant to this
Article 6, the Executive shall be deemed to have resigned as an officer, and if
he was then serving as a director of the Company, as a director, and if required
by the Board, the Executive hereby agrees to immediately execute a resignation
letter to the Board.

          6.9   SURVIVAL. The provisions of this Article 6 shall survive the
termination of this Agreement, as applicable.

     7.   RESTRICTIVE COVENANTS.

          7.1   NON-COMPETITION. At all times while the Executive is employed by
the

                                      - 9 -


Company and for a one (1) year period immediately following the termination of
the Executive's employment with the Company for any reason, the Executive shall
not, directly or indirectly, engage in or have any interest in any sole
proprietorship, corporation, company, partnership, association, venture or
business or any other person or entity (whether as an employee, officer,
director, partner, agent, security holder, creditor, consultant or otherwise)
that directly or indirectly (or through any affiliated entity) competes with the
Company's business (for purposes of this Agreement, any business that engages in
the management or provision of anatomic pathology diagnostic services whether
through physician practices, laboratories, hospitals, medical or surgery centers
or otherwise shall be deemed to compete with the Company's business); provided
that such provision shall not apply to the Executive's ownership of common stock
of the Company or the acquisition by the Executive, solely as an investment, of
securities of any issuer that are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national securities exchange or that are quoted on
the National Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect
control of, more than five percent (5.0%) of any class of capital stock of such
corporation.

          7.2   CONFIDENTIAL INFORMATION. The Executive shall not at any time
divulge, communicate, use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any Confidential Information
(as hereinafter defined) pertaining to the business of the Company. Any
Confidential Information or data now or hereafter acquired by the Executive with
respect to the business of the Company (which shall include, but not be limited
to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, employees, employee compensation or benefits,
employment practices and methods of doing business) shall be deemed a valuable,
special and unique asset of the Company that is received by the Executive in
confidence and as a fiduciary, and Executive shall remain a fiduciary to the
Company with respect to all of such information. For purposes of this Agreement,
"CONFIDENTIAL INFORMATION" means information disclosed to the Executive or known
by the Executive as a consequence of or through the unique position of his
employment with the Company (including information conceived, originated,
discovered or developed by the Executive) prior to or after the date hereof, and
not generally or publicly known, about the Company or its business.
Notwithstanding the foregoing, nothing herein shall be deemed to restrict the
Executive from disclosing Confidential Information to promote the best interests
of the Company or to the extent required by law.

          7.3   NONSOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times while
the Executive is employed by the Company and for the two (2) year period
immediately following the termination of the Executive's employment with the
Company for any reason, the Executive shall not, directly or indirectly, for
himself or for or on behalf of any other person, firm, corporation, partnership,
association or other entity (a) employ or attempt to employ or solicit the
termination of employment of or enter into any contractual arrangement with any
employee or former employee of the Company, unless such employee or former
employee has not been

                                     - 10 -


employed by the Company for a period in excess of six (6) months, and/or (b)
call on or solicit any of the actual or targeted prospective customers or
clients of the Company (or of its physician practices or laboratories) on behalf
of any person or entity in connection with any business that competes with the
Company's business, nor shall the Executive make known the names and/or
addresses of such employees, customers or clients or any information relating in
any manner to the Company's trade or business relationships with such employees,
customers or clients, other than in connection with the performance of
Executive's duties under this Agreement.

          7.4   OWNERSHIP OF DEVELOPMENTS. All copyrights, patents, trade
secrets, or other intellectual property rights associated with any ideas,
concepts, techniques, inventions, processes, or works of authorship developed or
created by Executive during the course of performing work for the Company or its
clients (collectively, the "WORK PRODUCT") shall belong exclusively to the
Company and shall, to the extent possible, be considered a work made by the
Executive for hire for the Company within the meaning of Title 17 of the United
States Code. To the extent the Work Product may not be considered work made by
the Executive for hire for the Company, the Executive agrees to assign, and
automatically assign at the time of creation of the Work Product, without any
requirement of further consideration, any right, title, or interest the
Executive may have in such Work Product. Upon the request of the Company, the
Executive shall take such further actions, including execution and delivery of
instruments of conveyance, as may be appropriate to give full and proper effect
to such assignment.

          7.5   BOOKS AND RECORDS. All books, records, and accounts relating in
any manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

          7.6   DEFINITION OF COMPANY. Solely for purposes of this Article 7,
the term "COMPANY" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly, through one or more intermediaries,
control, are controlled by or are under common control with the Company during
the periods described herein.

          7.7   ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and
confirms that (a) the restrictive covenants contained in this Article 7 are
reasonably necessary to protect the legitimate business interests of the
Company, and (b) the restrictions contained in this Article 7 (including without
limitation the length of the term of the provisions of this Article 7) are not
overbroad, overlong, or unfair and are not the result of overreaching, duress or
coercion of any kind. The Executive acknowledges and confirms that his special
knowledge of the business of the Company is such as would cause the Company
serious injury or loss if he were to use such ability and knowledge to the
benefit of a competitor or were to compete with the Company in violation of the
terms of this Article 7. The Executive further acknowledges that the
restrictions contained in this Article 7 are intended to be, and shall be, for
the benefit of and shall be enforceable by, the Company's successors and
assigns.

                                     - 11 -


          7.8   REFORMATION BY COURT. In the event that a court of competent
jurisdiction shall determine that any provision of this Article 7 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Article 7 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.

          7.9   EXTENSION OF TIME. If the Executive shall be in violation of any
provision Of this Article 7, then each time limitation set forth in this
Article 7 shall be extended for a period of time equal to the period of time
during which such violation or violations occur. If the Company seeks injunctive
relief from such violation in any court, then the covenants set forth in this
Article 7 shall be extended for a period of time equal to the pendency of such
proceeding including all appeals by the Executive.

          7.10  SURVIVAL. The provisions of this Article 7 shall survive the
termination of this Agreement, as applicable.

     8.   INJUNCTION. It is recognized and hereby acknowledged by the parties
hereto that a breach by the Executive of any of the covenants contained in
Article 7 of this Agreement will cause irreparable harm and damage to the
Company, the monetary amount of which may be virtually impossible to ascertain.
As a result, the Executive recognizes and hereby acknowledges that the Company
shall be entitled to an injunction from any court of competent jurisdiction
enjoining and restraining any violation of any or all of the covenants contained
in Article 7 of this Agreement by the Executive or any of his affiliates,
associates, partners or agents, either directly or indirectly, and that such
right to injunction shall be cumulative and in addition to whatever other
remedies the Company may possess.

     9.   ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Palm Beach
County, Florida, in accordance with the Rules of the American Arbitration
Association then in effect (except to the extent that the procedures outlined
below differ from such rules). Within thirty (30) days after written notice by
either party has been given that a dispute exists and that arbitration is
required, each party must select an arbitrator and those two arbitrators shall
promptly, but in no event later than thirty (30) days after their selection,
select a third arbitrator. The parties agree to act as expeditiously as possible
to select arbitrators and conclude the dispute. The selected arbitrators must
render their decision in writing. The cost and expenses of the arbitration and
of enforcement of any award in any court shall be borne by the non-prevailing
party. If advances are required, each party will advance one-half of the
estimated fees and expenses of the arbitrators. Judgment may be entered on the
arbitrators' award in any court having jurisdiction. Although arbitration is
contemplated to resolve disputes hereunder, either party may proceed to court to
obtain an injunction to protect its rights hereunder, the parties agreeing that
either could suffer irreparable harm by reason of any breach of this Agreement.
Pursuit of an injunction shall not impair arbitration on all remaining issues.

                                     - 12 -


     10.  SECTION 162(m) LIMITS. Notwithstanding any other provision of this
Agreement to the contrary, if and to the extent that any remuneration payable by
the Company to the Executive for any year would exceed the maximum amount of
remuneration that the Company may deduct for that year under Section 162(m)
("SECTION 162(m)") of the Code, payment of the portion of the remuneration for
that year that would not he so deductible under Section 162(m) shall, in the
sole discretion of the Board, be deferred and become payable at such time or
times as the Board determines that it first would be deductible by the Company
under Section 162(m), with interest at the "short-term applicable rate" as such
term is defined in Section 1274(d) of the Code. The limitation set forth under
this Section 10 shall not apply with respect to any amounts payable to the
Executive pursuant to Article 6 hereof.

     11.  ASSIGNMENT. Neither party shall have the right to assign or delegate
his rights or obligations hereunder, or any portion thereof, to any other
person.

     12.  GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida, without reference
to principles of conflict of laws.

     13.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and, upon its effectiveness, shall supersede all prior agreements,
understandings and arrangements, both oral and written, between the Executive
and the Company (or any of its affiliates) with respect to such subject matter.
In addition, this shall supercede and replace the Executive's Prior Employment
Agreement, as well as any and all other agreements between the Executive and the
Company and, upon execution of this Agreement by the Executive and the Company,
the Prior Employment Agreement and any and all other agreements between the
Executive and the Company shall terminate and shall no longer have any force and
effect. Notwithstanding this Article 13 or any other provision of this
Agreement, Option Agreements entered into by the Executive and the Company prior
to the date of this Agreement shall remain in full force and effect. This
Agreement may not be modified in any way unless by a written instrument signed
by both the Company and the Executive.

     14.  NOTICES: All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

          IF TO THE EXECUTIVE:

          Stephen V. Fuller
          3906 Sherwood Boulevard
          Delray Beach, Florida 33445

                                     - 13 -


          IF TO THE COMPANY:

          AmeriPath, Inc.
          7289 Garden Road, Suite 200
          Riviera Beach, FL 33404
          Attention: Chairman of the Board

     or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

     15.  BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where permitted and
applicable, assigns, including, without limitation, any successor to the
Company, whether by merger, consolidation, sale of stock, sale of assets or
otherwise.

     16.  SEVERABILITY. The invalidity of any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part thereof, all of which are inserted conditionally on their being
valid in law, and, in the event that any one or more of the words, phrases,
sentences, clauses, provisions, sections or articles contained in this Agreement
shall be declared invalid, this Agreement shall be construed as if such invalid
word or words, phrase or phrases, sentence or sentences, clause or clauses,
provisions or provisions, section or sections or article or articles had not
been inserted. If such invalidity is caused by length of time or size of area,
or both, the otherwise invalid provision will be considered to be reduced to a
period or area which would cure such invalidity.

     17.  WAIVERS. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

     18.  DAMAGES. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other.

     19.  SECTION HEADINGS. The article, section and paragraph headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.

                                     - 14 -


     20.  NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and permitted assigns, any
rights or remedies under or by reason of this Agreement.

     21.  WITHHOLDING TAXES. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be required to
be withheld pursuant to any applicable law or regulation.

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


     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

EXECUTIVE:                              COMPANY:

                                        AMERIPATH, INC.


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

                                     - 15 -


                                    AMENDMENT
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("AMENDMENT") is made this 8
day of December 2002, by and between AMERIPATH, INC., a Delaware corporation
(the "COMPANY") and STEPHEN V. FULLER (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement dated April 9, 2001 (the "AGREEMENT");

          WHEREAS, the Company, Amy Holding Company (the "Parent"), and Amy
Acquisition Corp. have entered into an Agreement and Plan of Merger, dated on or
about December 8, 2002 (the "MERGER AGREEMENT"); and

          WHEREAS, in connection with the Merger Agreement, the Company and the
Executive wish to amend the Agreement.

          NOW, THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:

          1.    EFFECTIVE DATE. This Amendment shall become effective on the
closing date of the transactions contemplated by the Merger Agreement (the
"EFFECTIVE DATE").

          2.    STOCK OPTIONS. On the Effective Date, the Executive will be
granted options to purchase at a $1 per share exercise price that number of
shares of common stock of the Parent equal to 0.50% of the Parent's common stock
outstanding on a fully-diluted basis as of the Effective Date, half of which
shall be granted in the form of a time-based option pursuant to an Time-Based
Option Agreement substantially in the form of EXHIBIT A hereto and half of which
shall be granted in the form of a performance-based option pursuant to a
Performance-Based Stock Option Agreement substantially in the form of EXHIBIT B
hereto (it being understood that (i) such 0.50% amount has been determined
assuming that, on the Effective Date, Welsh, Carson, Anderson & Stowe IX, L.P.
and its affiliated investors (collectively, "WCAS") will provide the equity and
debt financing contemplated in the financing commitment letters for the
transactions contemplated by the Merger Agreement and (ii) if WCAS is required
to provide additional equity financing to Parent in order to consummate the
transactions contemplated by the Merger Agreement, the equity issued to WCAS in
connection with such additional financing will dilute such 0.50% amount on the
same basis as other holders of Parent common equity securities).



          3.    AMENDMENTS.

          (a)   The salary set forth in Section 4.1 of the Agreement is changed
to $228,000.

          (b)   Section 5.3 is deleted in its entirety.

          (c)   The second sentence of Section 6.1 is deleted in its entirety
and replaced with the following:

                For purposes of this Agreement, the term "for Cause" shall mean
     (i) an action or omission of the Executive which constitutes a willful and
     material breach of, or willful and material failure or refusal (other than
     by reason of his disability or incapacity) to perform his duties under,
     this Agreement or as reasonably directed by the Board of Directors of the
     Company or his superiors, in each case which, if curable, is not cured
     within fifteen (15) days after receipt by the Executive of written notice
     of same, (ii) fraud, embezzlement, misappropriation of funds or breach of
     trust or material violation of the Company's code of ethics in connection
     with Executive's services hereunder or with respect to the Company, (iii) a
     conviction or indictment of the Executive for, or the entering into a plea
     of nolo contendere by the Executive with respect to, a felony or any crime
     which involves dishonesty, fraud, embezzlement, misappropriation of funds
     or breach of trust, or (iv) gross negligence, reckless or willful
     misconduct by the Executive in connection with the performance of the
     Executive's duties hereunder, which the Board of Directors of the Company
     in its reasonable discretion deems to be good and sufficient cause to
     terminate the Executive's employment with the Company.

          (d)   Section 6.6 of the Agreement is deleted in its entirety and
replaced with the following:

     6.6  CHANGE IN CONTROL.

                a. Unless otherwise provided in Section 6.7 hereof, in the event
     that (i) a Change in Control (as defined in paragraph (d) of this Section
     6.6) shall occur during the Term of Employment or (ii) prior to the date on
     which a Change of Control occurs, the Term of Employment is terminated by
     the Company without Cause pursuant to Section 6.4 hereof or by the
     Executive as a result of the occurrence of a Diminution Event (as defined
     in paragraph (e) of this Section 6.6) and it is reasonably demonstrated
     that such termination or Diminution Event (A) was at the request of a third
     party who has taken steps reasonably calculated to effect a Change of
     Control, or (B) otherwise arose in connection with or anticipation of a
     Change of Control, the Company shall pay to the Executive, within thirty
     (30) days of the date of such Change in Control, a lump sum bonus equal to
     one times the Executive's annual Base Salary.

                b. If, prior to the one-year anniversary of the closing of the
     transactions contemplated by that certain Agreement and Plan of Merger,
     dated on or about December 8, 2002, among AmeriPath, Inc., Amy Holding
     Company, and Amy Acquisition Corp.,



     (i) the Term of Employment is terminated by the Company without Cause
     pursuant to Section 6.4 hereof or (ii) a Diminution Event occurs and the
     Executive elects to terminate the Term of Employment as a result thereof, a
     "Change of Control Termination" shall be deemed to have occurred.

                c. In the event of a "Change of Control Termination" under
     paragraph (b) of this Section 6.6, the Company shall: (i) pay to the
     Executive any accrued and unpaid Base Salary and Bonus Payment, through the
     effective date of the termination; (ii) pay to the Executive his
     Termination Year Bonus, if any, at the time provided in Section 4.2(b)
     hereof; (iii) pay to the Executive, within 30 days of the termination of
     his employment hereunder, a lump sum payment equal to one times the
     Executive's annual Base Salary; and (iv) pay to the Executive in a lump sum
     the compensation and benefits provided in the Termination Without Cause
     Section 6.4.

                The Company shall have no further liability hereunder (other
     than for reimbursement for reasonable business expenses incurred prior to
     the date of termination, subject, however, to the provisions of Section
     5.1, and payment of compensation for accrued and unused vacation days).

                d. For purposes of this Agreement, the term "Change in Control"
     shall have the meaning ascribed to such term in the Executive's Time-Based
     Stock Option Agreement with AmeriPath Holdings, Inc.

                e. "Diminution Event" means either (i) the Company requires the
     Executive to be based at any office or location more than twenty-five (25)
     miles from that in which the Executive was based at the time this Amendment
     was executed (except for travel reasonably required in the performance of
     the Executive's duties and responsibilities under the Agreement) or (ii)
     the Executive's position (including status, offices, titles and reporting
     requirements), authority, duties and responsibilities are not at least
     commensurate in all material respects with the most significant of those
     held, exercised and assigned at the time preceding the date of this
     Amendment.

          4.    ACKNOWLEDGEMENT. The Company shall use its best efforts to
cause its own shareholders and the shareholders of the Parent, as applicable,
immediately prior to a Change of Control (as defined in the Executive's
Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.) to approve any
payment or benefit (the "PAYMENT") that the Company and/or the Parent is
required to make to the Executive upon or in connection with the occurrence of a
Change of Control of the Company or the Parent in a manner that satisfies
Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

          5.    CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement shall remain in full force and
effect. In the event the terms of this Amendment shall conflict with the terms
of the Agreement, the terms of this Amendment shall control.



          6.    COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together constitute one document.

          7.    FINAL AGREEMENT. The Agreement, as amended by this Amendment,
constitutes the final agreement between the parties hereto and supercedes any
prior or representation, oral or written, among them with respect to the matters
set forth in the Agreement and this Amendment.

                  [Remainder of Page Intentionally Left Blank]



          IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.


                                        AMERIPATH, INC.


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


                                        EXECUTIVE:

                                            /s/ Stephen V. Fuller
                                        -------------------------------------
                                            Stephen V. Fuller


                                 AMENDMENT NO. 2
                             TO EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT is made this 26th day of
March 2003, by and between AMERIPATH, INC., a Delaware corporation (the
"COMPANY") and STEPHEN V. FULLER (the "EXECUTIVE").

          WHEREAS, the Executive is currently employed by the Company pursuant
to an Employment Agreement, dated April 9, 2001, as amended December 8, 2002
(the "AGREEMENT");

          WHEREAS, the first amendment to the Agreement, dated December 8, 2002
("AMENDMENT NO. 1"), contemplated that the Executive would be granted options to
purchase capital stock of the Company at an exercise price of $1.00 per share
upon the closing date of the transactions contemplated by the Merger Agreement,
dated December 8, 2002 (the "MERGER AGREEMENT"), among the Company, Amy Holding
Company and Amy Acquisition Corp.;

          WHEREAS, the Executive and the Company have agreed that such options
will actually be issued at $6.00 upon the closing date of such transactions, and
as such, the Executive and the Company have agreed to further amend the
Agreement to reflect such revised exercise price;

          NOW THEREFORE, in consideration of the Executive's continued
employment with the Company and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree as follows:

          1.    EFFECTIVE DATE. This Amendment No. 2 shall become effective on
the closing date of the transactions contemplated by the Merger Agreement.

          2.    AMENDMENT. The reference to "$1" as the exercise price of the
options to be granted the Executive pursuant to Section 2 of Amendment No. 1 is
hereby deleted and replaced with a reference to "$6" as the exercise price for
such options.

          3.    CONFLICTING TERMS AND SURVIVAL OF AGREEMENT. Except as
specifically set forth herein, the Agreement and Amendment No. 1 shall remain in
full force and effect. In the event the terms of this Amendment No. 2 shall
conflict with the terms of the Agreement and Amendment No. 1, the terms of this
Amendment No. 2 shall control.

          4.    COUNTERPARTS. This Amendment No. 2 may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of
which together constitute one document.

          5.    FINAL AGREEMENT. The Agreement, as amended by this Amendment
No. 2, constitutes the final agreement between the parties hereto and supercedes
any prior representation, oral or written, among them with respect to the
matters set forth in the Agreement, Amendment No. 1 and this Amendment No. 2.



          6.    GOVERNING LAW. This Amendment No. 2 shall be governed by and
construed and enforced in accordance with the laws of the State of Florida,
without reference to principles of conflict of laws.

                  [Remainder of Page Intentionally Left Blank]



          IN WITNESS WHEREOF, the parties have executed this Amendment on the
date set forth above.


                                        AMERIPATH, INC.


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


                                        EXECUTIVE


                                        /s/ Stephen V. Fuller
                                        ----------------------------------------
                                        Stephen V. Fuller

EX-21.1

                                                                    EXHIBIT 21.1

                              LIST OF SUBSIDIARIES



                                                            JURISDICTION OF
NAME OF SUBSIDIARY                                           ORGANIZATION
                                                         
3-Gen Diagnostic Laboratories, Inc.                         Utah

A. Bernard Ackerman, M.D., Dermatopathology, P.C.           New York

AmeriPath 5.01 (a) Corporation                              Texas

AmeriPath Carrollton, Inc.                                  Georgia

AmeriPath Cincinnati, Inc.                                  Ohio

AmeriPath Cleveland, Inc.                                   Ohio

AmeriPath Consolidated Labs, Inc.                           Florida

AmeriPath Consulting Pathology Services, P.A.               North Carolina

AmeriPath Florida, Inc.                                     Florida

AmeriPath Indemnity, Ltd.                                   Cayman islands

AmeriPath Indiana, LLC                                      Indiana

AmeriPath Indianapolis, P.C.                                Indiana

AmeriPath Kentucky, Inc.                                    Kentucky

AmeriPath Lubbock 5.01(a) Corporation                       Texas

AmeriPath Marketing USA, Inc.                               Florida

AmeriPath Michigan, Inc.                                    Michigan

AmeriPath Milwaukee, S.C.                                   Wisconsin

AmeriPath Mississippi, Inc.                                 Mississippi

AmeriPath New England, Inc.                                 Delaware

AmeriPath New York, Inc.                                    Delaware

AmeriPath North Carolina, Inc.                              North Carolina

AmeriPath Ohio, Inc.                                        Delaware

AmeriPath PAT 5.01 (a) Corporation                          Texas

AmeriPath PCC, Inc.                                         Ohio

AmeriPath Pennsylvania, Inc.                                Pennsylvania

AmeriPath Philadelphia, Inc.                                New Jersey

AmeriPath Pittsburgh, P.C.                                  Pennsylvania






                                                            JURISDICTION OF
NAME OF SUBSIDIARY                                           ORGANIZATION
                                                         
AmeriPath San Antonio 5.0l(a) Corporation                   Texas

AmeriPath SC, Inc.                                          South Carolina

AmeriPath Severance 5.01 (a) Corporation                    Texas

AmeriPath Texas, LP                                         Delaware

AmeriPath Youngstown Labs, Inc.                             Ohio

AmeriPath Youngstown, Inc.                                  Ohio

AmeriPath, LLC                                              Delaware

AmeriPath, Wisconsin, Inc.                                  Wisconsin

Anatomic Pathology Services, Inc.                           Oklahoma

API No. 2., LLC                                             Delaware

Arizona Pathology Group, Inc.                               Arizona

Arlington Pathology Association 5.01(a) Corporation         Texas

Ben F Martin M.D., F.C.A.P., Inc.                           Mississippi

California Pathology Consultants of America, Inc.           Tennessee

Colorado Diagnostic Laboratory, LLC                         Colorado

Colorado Pathology Consultants, P.C.                        Colorado

Columbus Pathology Associates                               Mississippi

Consulting Pathologists of Pennsylvania, P.C.               Pennsylvania

CPA I, Inc.                                                 Tennessee

CPA II, Inc.                                                Tennessee

Dermatopathology of Wisconsin, S.C.                         Wisconsin

Dermatopathology Services, Inc.                             Alabama

Dermpath, Inc.                                              Delaware

DFW 5.01(a) Corporation                                     Texas

Diagnostic Pathology Management Services, Inc.              Oklahoma

Diagnostic Pathology Services, P.C.                         Oklahoma

Georgia Pathology Consultants of America, Inc.              Tennessee

Institute for Dermatopathology, P.C.                        Pennsylvania

J. David Smith, M.D., Inc.                                  Georgia

J.J. Humes, M.D. and Associates/AmeriPath, P.C.             Michigan






                                                            JURISDICTION OF
NAME OF SUBSIDIARY                                           ORGANIZATION
                                                         

Jeffrey R. Light, M.D., Inc.                                California

John H. Parker, Jr., M.D., F.C.A.P., Inc.                   Mississippi

Kailash B Sharma, M.D., Inc.                                Georgia

Katharine Liu, M.D., Inc.                                   Georgia

Kilpatrick Pathology, P.A.                                  North Carolina

NAPA 5.01(a) Corporation                                    Texas

Nuclear Medicine and Pathology Associates                   Georgia

Ocmulgee Medical Pathology Association, Inc.                Georgia

O'Quinn Medical Pathology Association, Inc.                 Georgia

Palms of Pasadena Pathology, Inc.                           Florida

Pathology Affiliated Services, Inc.                         Texas

Pathology Consultants of America, Inc.                      Tennessee

PathSOURCE, Inc.                                            Delaware

PCA of Columbus, Inc.                                       Tennessee

PCA of Denver, Inc.                                         Tennessee

PCA of Los Gatos, Inc.                                      Tennessee

PCA of Memphis, Inc.                                        Tennessee

PCA of Nashville, Inc.                                      Tennessee

PCA of St. Louis II, Inc.                                   Tennessee

PCA Southeast II, Inc.                                      Tennessee

PCA/APR Acquisition Corp.                                   Tennessee

Peter G. Klacsmann, M.D., Inc.                              Georgia

Rocky Mountain Pathology, L.L.C                             Utah

Sharon G. Daspit, M.D., Inc.                                Georgia

Shoals Pathology Associates, Inc.                           Alabama

Simpson Pathology 5.01(a) Corporation                       Texas

Strigen, Inc.                                               Utah

TlD Acquisition Corp.                                       Delaware

Tulsa Diagnostics, P.C.                                     Oklahoma






                                                            JURISDICTION OF
NAME OF SUBSIDIARY                                           ORGANIZATION
                                                         

TXAR 5.0L(A) CORPORATION                                    Texas

EX-23.2

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Exhibit 23.2

Consent of Independent Auditors

        We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and related Prospectus of AmeriPath, Inc. for the registration of $275,000,000 principal amount of 10¹/2% Senior Subordinated Notes Due 2013 and to the inclusion of our report dated February 13, 2003 (except for Notes 3 and 28, as to which the date is April 23, 2003), with respect to the consolidated financial statements of AmeriPath, Inc. included therein for the year ended December 31, 2002.

/s/ Ernst & Young LLP

West Palm Beach, FL
April 25, 2003

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Consent of Independent Auditors

EX-23.3

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Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

        We consent to the use in this Registration Statement of AmeriPath, Inc. and subsidiaries on Form S-4 of our report dated February 22, 2002 (which report contains an unqualified opinion and an explanatory paragraph referring to the adoption of Statement of Financial Accounting Standards No. 133 relating to derivative instruments), relating to the consolidated financial statements of AmeriPath, Inc. and subsidiaries as of December 31, 2001 and for each of the two years in the period then ended, appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Selected Historical Consolidated Financial Information" and "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE LLP

Miami, Florida
April 25, 2003

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INDEPENDENT AUDITORS' CONSENT

EX-25.1

                                                                    EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------
                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
                    ----------------------------------------
                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified its is charter)

                                   31-0841368
                        I.R.S.Employer Identification No.

            180 East Fifth Street
             St. Paul, Minnesota                               55101
   --------------------------------------                    --------
  (Address of principal executive offices)                  (Zip Code)

                              Richard II. Prokosch
                         U.S. Bank National Association
                              180 East Firth Street
                               St. Paul, MN 55101
                                 (651)244-0721.
            (Name, address and telephone number of agent for service)

                                 AMERIPATH, INC.
                     (Issuer with respect to the Securities)

                   Delaware                                  65-0642485
   -----------------------------------------                ------------
 (State or other jurisdiction of incorporation            (I.R.S.Employer
              or organization)                           Identification No.)

     Utah        3-Gen Diagnostic Laboratories, Inc.                87-0625601
     Texas         AmeriPath 5.01(a) Corporation                    75-2717181
    Georgia          AmeriPath Carrollton, Inc.                     58-2549096
     Ohio            AmeriPath Cincinnati, Inc.                     31-0744468
     Ohio             AmeriPath Cleveland, Inc.                     34-1194233
    Florida       AmeriPath Consolidated Labs, Inc.                 26-0003506
    Florida            AmeriPath Florida, Inc.                      65-0641688
    Indiana            AmeriPath Indiana, LLC                       35-1937874
    Kentucky          AmeriPath Kentucky, Inc.                      62-1373947
     Texas      AmeriPath Lubbock 5.01(a) Corporation               75-2773490
    Florida          AmeriPath Marketing USA, Inc.                  65-1064707



   Michigan              AmeriPath Michigan, Inc.                   38-1880648
  Mississippi            AmeriPath Mississippi, Inc.                64-0504003
   Delaware              AmeriPath New England, Inc.                13-4052487
   Delaware               AmeriPath New York, Inc.                  65-0819138
North Carolina         AmeriPath North Carolina, Inc.               56-1272454
   Delaware                 AmeriPath Ohio, Inc.                    31-1483746
     Texas           AmeriPath PAT 5.01(a) Corporation              75-1376600
     Ohio                    AmeriPath PCC, Inc.                    34-1461007
 Pennsylvania           AmeriPath Pennsylvania, Inc.                25-1680680
  New Jersey            AmeriPath Philadelphia, Inc.                22-2163419
South Carolina               AmeriPath SC, Inc.                     11-3680559
    Texas         AmeriPath Severance 5.01(a) Corporation           81-0561015
    Texas                   AmeriPath Texas, L.P.                   75-2530066
     Ohio              AmeriPath Youngstown Labs, Inc.              34-1767704
     Ohio                AmeriPath Youngstown, Inc.                 34-1833940
   Delaware                    AmeriPath, LLC                       65-1046888
   Wisconsin             AmeriPath, Wisconsin, Inc.                 39-1091107
   Oklahoma           Anatomic Pathology Services, Inc.             73-1563221
   Delaware                    API No. 2, LLC                       65-1046886
    Arizona             Arizona Pathology Group, Inc.               86-0864486
                    Arlington Pathology Association 5.01(a)
     Texas                       Corporation                        75-1403653
  Mississippi          Ben F. Martin, M.D., FCAP, Inc.              64-0632579
   Tennessee      California Pathology Consultants of America, Inc. 62-1729318
  Mississippi           Columbus Pathology Associates               64-0734774
   Tennessee                     CPA I, Inc.                        62-1800009
   Tennessee                    CPA II, Inc.                        62-1800007
    Alabama            Dermatopathology Services, Inc.              63-0984892
   Delaware                    Dermpath, Inc.                       13-3126917
     Texas                DFW 5.01(a) Corporation                   75-2722708
   Oklahoma    Diagnostic Pathology Management Services, Inc.       73-1402878
   Tennessee    Georgia Pathology Consultants of America, Inc.      62-1729319
    Georgia              J. David Smith, M.D., Inc.                 58-2517992
  Mississippi       John H Parker, Jr., M.D., FCAP, Inc.            64-0632583
    Georgia             Kailash B. Sharma, M.D., Inc.               58-1416059
    Georgia               Katharine Liu, M.D., Inc.                 58-2588049
     Texas                NAPA 5.01(a) Corporation                  75-2894870
    Georgia        Nuclear Medicine & Pathology Associates          58-1446543
    Georgia     Ocmulgee Medical Pathology Association, Inc.        58-1267100
    Georgia      O'Quinn Medical Pathology Association, Inc.        58-1303376
     Texas           Pathology Affiliated Services, Inc.            74-2874470
   Tennessee       Pathology Consultants of America, Inc.           62-1692669

                                        2


   Delaware          PathSOURCE, Inc.  38-3412589
   Tennessee              PCA of Columbus, Inc.                     62-1721244
   Tennessee              PCA of Denver, Inc.                       62-1721242
   Tennessee             PCA of Los Gatos, Inc.                     62-1758095
   Tennessee              PCA of Memphis, Inc.                      62-1721243
   Tennessee             PCA of Nashville, Inc.                     62-1729315
   Tennessee            PCA of St. Louis II, Inc.                   62-1762754
   Tennessee             PCA Southeast II, Inc.                     62-1762755
   Tennessee            PCA/APR Acquisition Corp.                   62-1736979
    Georgia          Peter G. Klacsmann, M.D., Inc.                 58-1441090
     Utah           Rocky Mountain Pathology, L.L.C.                87-0526913
    Georgia           Sharon G. Daspit, M.D., Inc.                  58-1626140
    Alabama         Shoals Pathology Associates, Inc.               63-0700856
     Texas       Simpson Pathology 5.01 (a) Corporation             75-1826602
     Utah                     Strigen, Inc.                         87-0651722
   Delaware               TID Acquisition Corp.                     22-3620117
     Texas              TXAR 5.01(a) Corporation                    75-1600244

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

                    10.50% SENIOR SUBORDINATED NOTES DUE 2013
                       (TITLE OF THE INDENTURE SECURITIES)

                                        3


                                    FORM T-1

ITEM 1.   GENERAL INFORMATION.  Furnish the following information as to the
          Trustee.

          a)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
               WHICH IT IS SUBJECT.

                    Comptroller of the Currency
                    Washington, D.C.

          b)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

                    Yes

ITEM 2.   AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
          TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

               None

ITEMS 3-15     ITEMS 3-15 ARE NOT APPLICABLE BECAUSE TO THE BEST OF THE
               TRUSTEE'S KNOWLEDGE, THE OBLIGOR IS NOT IN DEFAULT UNDER ANY
               INDENTURE FOR WHICH THE TRUSTEE, ACTS AS TRUSTEE.

ITEM 16.       LIST OF EXHIBITS: LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
               STATEMENT OF ELIGIBILITY AND QUALIFICATION.

               1. A copy of the Articles of Association of the Trustee.*

               2. A copy of the certificate of authority of the Trustee to
                  commence business.*

               3. A copy of the certificate of authority of the Trustee to
                  exercise corporate trust powers.*

               4. A copy of the existing bylaws of the Trustee.*

               5. A copy of each Indenture referred to in Item 4. Not
                  applicable.

               6. The consent of the Trustee required by Section 321(b) of the
                  Trust Indenture Act of 1939, attached as Exhibit 6.

               7. Report of Condition of the Trustee as of December 31, 2002,
                  published pursuant to law or the requirements of its
                  supervising or examining authority, attached as Exhibit 7.

   *Incorporated by reference to Registration Number 333-67188.

                                      NOTE

                                        4



     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 14th day of April, 2003.

                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:  /s/ Richard H. Prokosch
                                              ------------------------------
                                              Richard H. Prokosch
                                              Vice President

By:  /s/ Julie Eddington
     ---------------------------
     Julie Eddington
     Assistant Vice President

                                        5


                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated: April 14, 2003

                                         U.S. BANK NATIONAL ASSOCIATION

                                         By:  /s/ Richard H. Prokosch
                                              ------------------------------
                                              Richard H. Prokosch
                                              Vice President

By:  /s/ Julie Eddington
     ----------------------------
     Julie Eddington
     Assistant Vice President

                                        6


                                    EXHIBIT 7

                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2002
                                    ($000'S)



                                                        12/31/2002
                                                      -------------
                                                   
ASSETS
   Cash and Due From Depository Institutions          $  10,868,204
   Federal Reserve Stock                                          0
   Securities                                            28,139,801
   Federal Funds                                            873,395
   Loans & Lease Financing Receivables                  116,078,132
   Fixed Assets                                           1,389,233
   Intangible Assets                                      9,218,064
   Other Assets                                           9,482,963
                                                      -------------
      TOTAL ASSETS                                    $ 176,049,792

LIABILITIES
   Deposits                                           $ 121,684,914
   Fed Funds                                              5,858,510
   Treasury Demand Notes                                          0
   Trading Liabilities                                      402,464
   Other Borrowed Money                                  17,397,658
   Acceptances                                              148,979
   Subordinated Notes and Debentures                      5,696,532
   Other Liabilities                                      5,200,399
                                                      -------------
   TOTAL LIABILITIES                                  $ 156,389,456

EQUITY
   Minority Interest in Subsidiaries                  $     992,867
   Common and Preferred Stock                                18,200
   Surplus                                               11,314,669
   Undivided Profits                                      7,334,600
                                                      -------------
      TOTAL EQUITY CAPITAL                            $  19,660,336

TOTAL LIABILITIES AND EQUITY CAPITAL                  $ 176,049,792


- ----------
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:   /s/ Richard II. Prokosch
      ------------------------
       Vice President

Date: April 14, 2003

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