S-4

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As filed with the Securities and Exchange Commission on April 14, 2004.

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
Ohio	AmeriPath Cincinnati, Inc.	31-0744468
Ohio	AmeriPath Cleveland, Inc.	34-1194233
Florida	AmeriPath Consolidated Labs, Inc.	26-0003506
Delaware	AmeriPath Florida, LLC	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, LLC	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, LLC	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
Delaware	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, LLC	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	Columbus Pathology Associates	64-0734774
Tennessee	CPA I, Inc.	62-1800009
Tennessee	CPA II, Inc.	62-1800007
Alabama	Dermatopathology Services, Inc.	63-0984892
Texas	DFW 5.01 (a) Corporation	75-2722708
Oklahoma	Diagnostic Pathology Management Services, LLC	73-1402878
Georgia	Kailash B. Sharma, M.D., Inc.	58-1416059
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, LLC	58-1303376
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
Georgia	Peter G. Klacsmann, M.D., Inc.	58-1441090
Utah	Regional Pathology Consultants, LLC	87-0559208
Utah	Rocky Mountain Pathology, LLC	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
(561) 712-6200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants' Principal Executive Offices)

David L. Redmond
Chief Financial Officer
AmeriPath, Inc.
7289 Garden Road
Suite 200
Riviera Beach, Florida
(561) 712-6200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

with a copy to:
Othon A. Prounis
Ropes & Gray LLP
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 Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee(2)
10.50% Senior Subordinated Notes due 2013	$75,000,000	100%	$75,000,000	$9,503
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: .00012670 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 guaranties. 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.

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.

Subject to completion, dated April      , 2004

PROSPECTUS

$75,000,000

AmeriPath, Inc.

Offer to Exchange

        $75,000,000 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 $75,000,000 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. 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. The old notes were issued as additional debt securities under an indenture pursuant to which, on March 27, 2003, we issued $275,000,000 of 10¹/2% Senior Subordinated Notes due 2013. The notes issued on March 27, 2003 are called the initial notes. On June 30, 2003, we exchanged substantially all of the initial notes for $274,985,000 of new 10¹/2% Senior Subordinated Notes due 2013, which we refer to herein as the initial exchange notes, with substantially identical terms except that the initial exchange notes were registered under the Securities Act and are freely transferable. The old notes, the exchange notes, the initial exchange notes and any initial notes that remain outstanding are called collectively the notes. The notes constitute a single class of debt securities under the indenture.

        We will pay interest on the notes on April 1 and October 1 of each year. The first interest payment on the exchange notes will be made on October 1, 2004. 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 in control. The notes will be our senior subordinated obligations and will rank junior to all of our existing and future senior debt. The notes will be guaranteed on a senior subordinated basis by certain of our current and future 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                   2004, 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                 , 2004

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	14
FORWARD-LOOKING STATEMENTS	28
THE EXCHANGE OFFER	29
USE OF PROCEEDS	37
CAPITALIZATION	38
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION	39
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44
BUSINESS	58
GOVERNMENT REGULATION	70
MANAGEMENT	80
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	87
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	89
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS	91
DESCRIPTION OF THE EXCHANGE NOTES	95
CONTINGENT NOTES AND THE CASH COLLATERAL ACCOUNT	138
BOOK-ENTRY; DELIVERY AND FORM	139
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES	141
PLAN OF DISTRIBUTION	146
LEGAL MATTERS	146
EXPERTS	146
WHERE YOU CAN FIND MORE INFORMATION	147
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 "our company," "us," "we" and "our" refer to AmeriPath, Inc., together with its subsidiaries. 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" and other financial terms have the meanings set forth under "—Summary 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 2003, 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.

        We service an extensive referring physician base through our 15 regional laboratories and 36 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 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

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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

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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. 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 approximately 19% 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 to 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 11% from 2003 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. Historically, our strong operating cash flow has been a result of low 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 2003, we derived approximately 22% 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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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, 36 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 fiscal 2003, we estimate that our annual same store sales growth was 3.4% without giving effect to the loss of revenues under our contracts with national laboratories, which are no longer a significant component of our business. We believe that our 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 2003, we successfully recruited 30 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

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consolidating various internal billing systems and outsourced billing arrangements into fewer 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 South Carolina, 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 March 2003 Transaction

        On December 8, 2002, we entered into a merger agreement which contemplated our merger with Amy Acquisition Corp., a wholly-owned subsidiary of AmeriPath Holdings, Inc. Amy Acquisition Corp. and AmeriPath Holdings, Inc. were each formed at the direction of Welsh, Carson, Anderson & Stowe. Pursuant to the merger, we became a wholly-owned subsidiary of AmeriPath Holdings, Inc., our parent, on March 27, 2003. We refer to the merger and the related financing transactions, including entering into our senior credit facility and the issuance of the initial notes under our indenture, as the "March 2003 Transaction." For more information about the March 2003 Transaction, see "Certain Relationships and Related Transactions—The March 2003 Transaction."

Recent Developments

        On January 21, 2004, we announced the retirement of James C. New, the Chairman of our board of directors and our Chief Executive Officer. In March 2004, Donald E. Steen, the Chairman of United Surgical Partners, Inc., joined our board of directors and was appointed Chairman. We have also begun an executive search process to select a new Chief Executive Officer for our company. We have already made significant progress in this search, and expect to conclude the process within the next three months. Until that time, the duties and responsibilities of our Chief Executive Officer will be performed by Joseph A. Sonnier, our President, David L. Redmond, our Chief Financial Officer, and Martin Stefanelli, our Chief Operating Officer.

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The Offering of the Old Notes

        On February 17, 2004, AmeriPath, Inc. completed an offering of $75.0 million in aggregate principal amount of 10¹/2% senior subordinated notes due 2013, which was exempt from registration under the Securities Act.

Old Notes	AmeriPath, Inc. sold the old notes to the initial purchasers on February 17, 2004. 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.
	The old notes were issued as additional debt securities under an indenture pursuant to which, on March 27, 2003, we issued $275,000,000 of the initial notes. On June 30, 2003, we exchanged substantially all of the initial notes for $274,985,000 of initial exchange notes, with substantially identical terms except that the initial exchange notes were registered under the Securities Act and are freely transferable.
	The exchange notes, together with any old notes not exchanged in the exchange offer, the initial exchange notes and any initial notes that remain outstanding, will constitute a single class of debt securities under the indenture.
Registration Rights Agreement	In connection with the sale of the old notes, AmeriPath, Inc. and the subsidiaries of AmeriPath, Inc. 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 210 days after the initial purchase date,
	•	consummate the exchange offer within 250 days after the initial purchase date and

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•
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.

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 by 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                     , 2004, which we refer to as the expiration date, unless we, in our sole discretion, extend it.

7

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.
	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.

8

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."
Accrued Interest on Exchange Notes and Old Notes	The old notes bear interest from October 1, 2003. Interest payments on the notes are made April 1 and October 1 of each year. Accrued interest was initially paid on the old notes on April 1, 2004. Holders of old notes whose old notes are accepted for exchange will be deemed to have waived the right to receive any subsequent payment in respect of interest on such old notes and will instead receive interest payable on the exchange notes issued in the exchange. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefore. The first interest payment on the exchange notes is expected to be October 1, 2004.
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 United States 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	$75,000,000 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. Interest on the exchange notes will accrue from April 1, 2004, the last interest payment date for the old notes, and will be paid commencing on October 1, 2004.
Guaranties	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 guaranties 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, including the old notes, the initial exchange notes and any initial notes that remain outstanding, and
	•    senior to any of our and the subsidiary guarantors' existing and future subordinated indebtedness.
	On December 31, 2003, as adjusted to give effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the old notes, the notes would have ranked junior to approximately $130 million of senior indebtedness, virtually all of which is secured. The notes would have also ranked junior to any revolving loans under our undrawn $65.0 million revolving credit facility.
Optional Redemption	We may redeem any of the 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 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 notes an opportunity to sell to us the notes at a purchase price of 101% of the principal amount of the 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.
	The limitations are subject to a number of important qualifications and exceptions. See "Description of the 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."

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, Inc. was incorporated in Delaware on February 13, 1996. Our principal executive offices are located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404. Our telephone number is (561) 712-6200. 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.

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Summary Historical Consolidated Financial Information

        The following summary historical financial information for each of the years in the three-year period ended December 31, 2003 is derived from our consolidated audited financial statements included elsewhere in this prospectus. Our consolidated audited financial statements for the year ended December 31, 2002 and for the period from January 1, 2003 through March 27, 2003 and for the period from March 28, 2003 through December 31, 2003 have been audited by Ernst & Young LLP, our independent auditors. Our consolidated financial statements for the year ended December 31, 2001 have been audited by Deloitte & Touche LLP.

        Balance sheet data as of December 31, 2003 is also presented on an as adjusted basis to give effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the old notes as if each had occurred as of December 31, 2003.

        This data is qualified in its entirety by the more detailed information appearing in our financial statements and related notes, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information included elsewhere in this prospectus.

			Predecessor(1)
												Successor
			Fiscal Year Ended December 31,
									Period from January 1, 2003 through March 27, 2003			Period from March 28, 2003 through December 31, 2003
			2001			2002
Statement of Operations Data:
Net revenue			$	418,732		$	478,818		$	118,957		$	366,046
Operating costs and expenses:
	Cost of services			200,102			238,573			62,145			189,771
	Selling, general & administrative expense			71,856			84,868			21,726			65,579
	Provision for doubtful accounts			48,287			58,170			14,997			56,376
	Amortization expense			18,659			11,389			3,107			8,352
	Merger-related charges(2)			7,103			2,836			10,010			2,404
	Restructuring costs(3)			—			—			1,196			2,044
	Asset impairment and related charges(4)			3,809			2,753			—			425
		Total operating costs and expenses:		349,816			398,589			113,181			324,951
Income from operations				68,916			80,229			5,776			41,095
Interest expense				(16,350	)		(4,016	)		(1,180	)		(34,469	)
Termination of interest rate swap agreement(5)				(10,386	)		—			—			—
Write-down of investment(6)				—			(1,000	)		—			—
Write-off of deferred financing costs(7)				(1,574	)		—			(957	)		—
Other, net				145			548			33			318
Income before income taxes				40,751			75,761			3,672			6,944
Provision for income taxes				17,399			31,120			2,131			3,090
Net income			$	23,352		$	44,641		$	1,541		$	3,854

	Successor
	At December 31, 2003
	Actual		As Adjusted
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	23,536	$	12,223
Total assets		912,753		900,746
Long-term debt, including current portion		492,458		483,645
Stockholder's equity		338,675		335,481

(1)

Consolidated financial data as of December 31, 2003 and for the period from March 28, 2003 through December 31, 2003 reflect the fair value of assets acquired and liabilities assumed in connection with the merger that was part of the March

12

2003 Transaction. The comparability of the operating results for the periods presented is affected by the revaluation of the assets acquired and liabilities assumed on the date of the March 2003 Transaction. The financial data for the periods prior to March 27, 2003 consists of the historical data of our predecessor and subsidiaries prior to the March 2003 Transaction.

(2)

In connection with our combination with Inform DX, we recorded $7.1 million in 2001 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 March 2003 Transaction, we recorded $2.8 million of transaction fees in the fourth quarter of 2002 and $10.0 during the period from January 1, 2003 through March 27, 2003 and $2.4 million for the period from March 28, 2003 through December 31, 2003.

(3)

Represents restructuring costs that were recognized based upon the criteria set forth in SFAS 146 of (i) $1.2 million for employee severance costs in connection with a reduction in workforce at our Southern California, Philadelphia, Central Florida and North Texas laboratories, and (ii) $2.0 million incurred for remaining severance costs and the closure of our Southern California laboratory. The Southern California facility was closed as a result of a loss of revenue from Quest Diagnostics, Incorporated, or Quest, which historically accounted for a significant portion of revenues for this individual lab.

(4)

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 charges 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.

(5)

In connection with the termination of a former credit facility during 2001, we made a $10.4 million payment to terminate our interest rate swap agreements.

(6)

During 2002, we wrote-off the $1.0 million carrying value of our interest in a genomics company as the result of an other than temporary decline in the fair value of this investment.

(7)

Consists of write-offs of deferred financing costs relating to the termination of then-existing credit facilities in 2001 and in connection with the March 2003 Transaction.

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RISK FACTORS

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, 2003, as adjusted to give effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the old notes, our total debt would have been $483.6 million, excluding unused revolving loan commitments under our senior credit facility, which would have represented approximately 59.0% of our total 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 senior 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. Moreover, the restrictions also do not prevent us from incurring obligations that do not constitute indebtedness. 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 our Senior Credit Facility" and "Description of the Exchange Notes."

The terms of our senior 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 senior 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

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long-term best interests. Our senior 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 senior 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 senior leverage ratio.

These financial covenants will become more restrictive over time.

        A failure by us to comply with the covenants contained in our senior credit facility or the indenture could result in an event of default. In the event of any default under our senior credit facility, the lenders under our senior 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 senior credit facility and the notes. See "Description of Certain Other Indebtedness—Description of our Senior Credit Facility" and "Description of the Exchange Notes."

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

15

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 guaranties will be subordinated to the prior payment in full of our and our subsidiary guarantors' current and future senior debt. At December 31, 2003, as adjusted to give effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the old notes, we and our subsidiary guarantors would have had approximately $130 million of senior debt. We will also have approximately $65.0 million in revolving loan commitments under our senior 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 senior 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 guaranties 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 senior 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 guaranties will not be secured by any of our assets. Our obligations under our senior 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 senior credit facility or in respect of any other secured indebtedness is accelerated, the lenders under our senior 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 senior credit facility or other senior debt). Upon the occurrence of any default under our senior credit facility (and even without accelerating the indebtedness under our senior credit facility), the lenders may be able to prohibit the payment of the notes and guaranties either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the notes. See "Description of Certain Other Indebtedness—Description of our Senior Credit Facility" and "Description of the Exchange Notes."

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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, 2003, the total debt of our non-guarantor subsidiaries was 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 senior credit facility. Therefore, upon the occurrence of a change of control, the lenders under our senior credit facility would have the right to accelerate their loans, and we would be required to prepay all of our outstanding obligations under our senior credit facility. Also, as our senior credit facility generally prohibits us from purchasing any notes, if we do not repay all borrowings under our senior credit facility first or obtain the consent of the lenders under our senior credit facility, we will be prohibited from purchasing the notes upon a change of control.

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        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 Exchange Notes—Defaults."

Fraudulent conveyance laws could void our obligations under the notes.

        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 guarantees 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 such 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 old 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 old notes.

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

18

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 stockholder 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 substantially all of the voting power of the outstanding common stock of our parent and 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 acquisition, 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.

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,

19

•

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 electronic transactions and code sets 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.

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, prohibit physicians from referring their patients to healthcare providers with which the physicians or their immediate family members have a financial relationship for designated services when such services are subject to reimbursement by Medicare or Medicaid. A violation of any of these laws could result in monetary fines, civil and criminal penalties and exclusion

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from participation in Medicare, Medicaid or other federal or state healthcare programs, which accounted for approximately 22% of our revenues during the combined year 2003.

        We owe some of our physicians contingent payment obligations entered into in connection with acquisitions we have completed and some of our physicians are party to compensation arrangements with us and own common stock of our parent. Although we have attempted to structure our businesses so that our financial relationships with our physicians and our referral practices comply in all material respects with federal and state anti-referral laws, including the Stark Law, the government may take the position that they do not comply, 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, and with the HIPAA privacy regulations, these laws are complex and will have an impact upon our operations. Violations of the HIPAA 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, and the failure to comply could serve as the basis for a private claim. In addition, HIPAA regulations regarding the security of health information and standards for electronic transactions have also been issued. While many of our systems have already been configured to comply with these regulations, to achieve compliance we may need to modify or replace systems in certain of our locations and incur related expenses.

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.

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        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 22% of our revenues, so a decline in reimbursement rates from government programs would harm our revenues and profitability.

        We derived approximately 22% of our net revenue during the combined year 2003 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 combined year 2003 was 14.7% 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 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.

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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 and the combined year 2003, approximately 53%, and 58%, respectively, of our net revenue was derived from reimbursements from managed care organizations and third party payors. 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 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, 2003, 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 have 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

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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.

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 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

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contingent note payments cannot be determined until the contingency periods terminate and the level of the performance is ascertainable. As of December 31, 2003, 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 $103.7 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 contingent note obligations existing prior to the March 2003 Transaction from the remaining balance in the cash collateral account held by our parent, it is possible that such payments, or payments on additional contingent notes issued as part of subsequent acquisitions, could cause significant liquidity problems for us. See "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, management service agreements and laboratory contracts acquired in acquisitions, were approximately $186.6 million at December 31, 2003, representing approximately 20.4% 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 $532.9 million at December 31, 2003, representing approximately 58.4% 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, goodwill and indefinite-lived intangibles will be reviewed at least annually for impairment, while definite-lived intangibles are reviewed if indicators of impairment become present. 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 goodwill and long-lived intangible assets during the fourth quarter of 2003 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.

        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 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 2001, 2002 and 2003, turnover rates for our pathologists were 10.0%, 8.8%, and 13.3%, respectively. If turnover rates were to increase, our revenues and earnings could be adversely affected.

Our success is dependent on the ability of our new management team to work together effectively.

        A number of the members of our senior management team, including David Redmond, our Chief Financial Officer, and Martin Stefanelli, our Chief Operating Officer, have been with our company for less than a year. Other senior officers, including Joseph Sonnier, our President, and Jeffrey Mossler,

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our Chief Medical Officer, have also been in their current positions for less than a year. Given the limited experience that our new management team has working together, it is possible that these officers will not integrate well within our organization. In addition, we are currently looking to hire a new chief executive officer. Once hired, there is no guarantee that our new chief executive officer will integrate well with the other members of management. The failure of our new management team to integrate well within our organization would have a significant effect on our future 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, Quest Diagnostics, Incorporated, or Quest, a national clinical laboratory company and former customer of ours, has begun to compete with us in some markets. 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 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

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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,



•

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.

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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 February 17, 2004, 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 210 days of the issue date of the old notes and must consummate the exchange offer within 250 days of the issue date of the old notes.

        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. 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 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,

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•

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               , 2004, 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, $75.0 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.

        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."

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Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on              , 2004, 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.

        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

31

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.

        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

32

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 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

33

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 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

34

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 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.

35

        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. 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, 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 and that it acknowledges the transfer restrictions summarized above.

36

USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement, dated February 17, 2004, by and among Ameripath, Inc., 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 February 17, 2004, we issued and sold the old notes. We used the proceeds from the offering of the old notes, together with approximately $11.3 million of cash on hand and an additional $125.0 million of borrowings under a new term loan under our senior credit facility, to (i) repay approximately $213.3 million of the existing term loan under our senior credit facility, and (ii) pay related fees and expenses.

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CAPITALIZATION

        The following table sets forth our capitalization as of December 31, 2003, on a historical and on an as adjusted basis giving effect to the refinancing of the term loan outstanding under our senior credit facility, the issuance of the old notes and the payment of related fees and expenses as if each had occurred on that date. This table should be read in conjunction with the information contained in "Use of Proceeds," "Selected Historical Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and the notes thereto included elswhere in this prospectus.

			As of December 31, 2003 (successor)
			Actual		As Adjusted
			(in thousands)
Cash and cash equivalents			$	23,536	$	12,223
Debt:
	Revolving loan facility(1)		$	0	$	0
	Term loan facility(2)			213,313		125,000
	Existing senior subordinated notes			275,000		354,500
	Other debt(3)			4,145		4,145
		Total debt		492,458		483,645
Stockholder's equity(4)				338,675		335,481
		Total capitalization	$	831,133	$	819,126

(1)

Our total revolving loan facility is $65.0 million and will mature on March 27, 2009. Current availability is reduced by approximately $2.0 million of outstanding letters of credit. Borrowings under our revolving loan facility accrue interest, at our option, at either (A) the alternate base rate (which is equal to the greater of (a) the prime rate and (b) the federal funds effective rate plus 0.5%) plus a margin of 2.50% or (B) an adjusted LIBO rate plus a margin of 3.50%.

(2)

Our term loan will mature on March 27, 2010. In connection with the offering of the old notes, we prepaid our existing term loan in full and entered into an amendment to our senior credit facility. The amendment, among other things, provided for a new $125.0 million term loan facility, and amended certain covenants and mandatory prepayment provisions. The new term loan accrues interest at our option, at either (A) the alternate base rate (which is equal to the greater of (a) the prime rate and (b) the federal funds effective rate plus 0.5%) plus a margin of 2.00% or (B) an adjusted LIBO rate plus a margin of 3.00%.

(3)

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

(4)

As Adjusted stockholder's equity includes the write-off of approximately $3.2 million of deferred financing costs related to the refinancing of our term loan.

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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, 1999, 2000, 2001, 2002 and for the period from January 1, 2003 through March 27, 2003 and the period from March 28, 2003 through December 31, 2003 has been derived from our consolidated audited financial statements. Our consolidated audited financial statements for the year ended December 31, 2002 and for the period from January 1, 2003 through March 27, 2003 and for the period from March 28, 2003 through December 31, 2003 have been audited by Ernst & Young LLP, our independent auditors. Our consolidated audited financial statements for the years ended December 31, 1999, 2000 and 2001 have been audited by Deloitte & Touche LLP. We have restated the historical information below for the years ended December 31, 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.

			Predecessor(1)															Successor
			Year Ended December 31												Period from January 1, 2003 through March 27, 2003			Period from March 28, 2003 through December 31, 2003
			1999			2000			2001			2002
Statements of Income Data:			(dollars in thousands)
Net revenue			$	257,432		$	330,094		$	418,732		$	478,818		$	118,957		$	366,046
Operating costs and expenses:
	Cost of services			122,685			163,390			200,102			238,573			62,145			189,771
	Selling, general and administrative expenses			47,159			58,411			71,856			84,868			21,726			65,579
	Provision for doubtful accounts			25,289			34,040			48,287			58,170			14,997			56,376
	Amortization expense			12,827			16,172			18,659			11,389			3,107			8,352
	Merger-related charges(2)			—			6,209			7,103			2,836			10,010			2,404
	Restructuring costs(3)			—			—			—			—			1,196			2,044
	Asset impairment and related charges(4)			—			9,562			3,809			2,753			—			425
		Total operating costs		207,960			287,784			349,816			398,589			113,181			324,951
Income from operations				49,472			42,310			68,916			80,229			5,776			41,095
Interest expense				(9,573	)		(15,376	)		(16,350	)		(4,016	)		(1,180	)		(34,469	)
Termination of interest rate swap agreement(5)				—			—			(10,386	)		—			—			—
Write-off of Genomics investment(6)				—			—			—			(1,000	)		—			—
Write-off of deferred financing costs(7)				—			—			(1,574	)		—			(957	)		—
Other income, net				286			226			145			548			33			318
Income before income taxes				40,185			27,160			40,751			75,761			3,672			6,944
Provision for income taxes				17,474			14,068			17,399			31,120			2,131			3,090
Net income				22,711			13,092			23,352			44,641			1,541			3,854
Induced conversion and accretion of preferred stock(8)				(131	)		(1,604	)		—			—			—			—
Net income available to common shareholders			$	22,580		$	11,488		$	23,352		$	44,641		$	1,541		$	3,854
Other Data:
Ratio of earnings to fixed charges(9)				5.80	x		3.53	x		4.81	x		15.33	x		4.22	x		2.13	x

39

	Predecessor(1)								Successor
	1999		2000		2001		2002		2003
Consolidated Balance Sheet Data (as of December 31,):	(dollars in thousands)
Cash and cash equivalents	$	1,713	$	2,418	$	3,208	$	964	$	23,536
Total assets		478,896		562,166		604,462		708,460		912,753
Long-term debt, including current portion		168,614		201,747		93,322		116,253		492,458
Redeemable equity securities		15,504		—		—		—		—
Stockholder's equity		206,214		249,665		399,190		451,326		338,675

(1)

Consolidated financial data as of December 31, 2003 and for the period from March 28, 2003 through December 31, 2003 reflect the fair value of assets acquired and liabilities assumed in connection with the March 2003 Transaction. The comparability of the operating results for the periods presented is affected by the revaluation of the assets acquired and liabilities assumed on the date of the March 2003 Transaction. The financial data for the periods prior to March 27, 2003 (predecessor period) consists of the historical data of our predecessor and subsidiaries prior to the March 2003 Transaction.

(2)

In connection with our combination with Inform DX, we recorded $6.2 million and $7.1 million in 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 March 2003 Transaction, we recorded $2.8 million of transaction fees in the fourth quarter of 2002 and $10.0 million during the period from January 1, 2003 through March 27, 2003 and $2.4 million during the period from March 28, 2003 through December 31, 2003.

(3)

Represents restructuring costs that were recognized based upon criteria set forth in SFAS 146 of (i) $1.2 million for employee severance costs in connection with a reduction in workforce at our Southern California, Philadelphia, Central Florida and North Texas laboratories, and (ii) $2.0 million incurred for remaining severance costs and the closure of our Southern California laboratory. The Southern California facility was closed as a result of a loss of revenue from Quest Diagnostics, which historically accounted for a significant portion of revenues for this individual lab.

(4)

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, (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 2001, we recorded an asset impairment charge of $3.8 million related to the closure of an Alabama laboratory. During 2002, we recorded 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. During the period from March 28, 2003 through December 31, 2003, we recorded charges of approximately $0.4 million in connection with the sale of two hospital-based practices in Florida.

(5)

In connection with the termination of a former credit facility during 2001, we made a $10.4 million payment to terminate our interest rate swap agreements.

(6)

During 2002, we wrote off the $1.0 million carrying value of our interest in a genomics company as a result of an other than temporary decline in the fair value of this investment.

(7)

Consists of write-offs of deferred financing costs relating to the termination of then-existing credit facilities in 2001 and in connection with the March 2003 Transaction.

(8)

During 2000, we recorded $1.6 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.

(9)

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 financing costs plus an estimate of the interest portion of rental expense.

40

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial information has been derived by the application of pro forma adjustments to our historical consolidated financial statements. The unaudited pro forma condensed consolidated statement of operations for the combined year ended December 31, 2003 gives effect to: (i) the refinancing of the term loan outstanding under our senior credit facility, (ii) the issuance of the old notes, and (iii) the March 2003 Transaction, in each case, as if they had been consummated on January 1, 2003.

        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 condensed 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 foregoing items 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 condensed consolidated financial information should be read in conjunction with our historical consolidated financial statements and related notes included elsewhere in this prospectus.

41

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Combined Year Ended December 31, 2003

(dollars in thousands)

			Predecessor Period from January 1, 2003 through March 27, 2003			Successor Period from March 28, 2003 through December 31, 2003			Combined Historical(1)			Pro Forma Transaction Adjustments			As Adjusted
									(unaudited)
Net revenue			$	118,957		$	366,046		$	485,003		$	—		$	485,003
Operating costs and expenses:
	Cost of services			62,145			189,771			251,916			—			251,916
	Selling, general and administrative expense			21,726			65,579			87,305			—			87,305
	Provision for doubtful accounts			14,997			56,376			71,373			—			71,373
	Amortization expense			3,107			8,352			11,459			(323)	(2)		11,136
	Merger—related charges			10,010			2,404			12,414			(12,414)	(3)		—
	Restructuring costs			1,196			2,044			3,240			—			3,240
	Asset impairment and related charges			—			425			425			—			425
		Total operating costs and expenses		113,181			324,951			438,132			(12,737	)		425,395
Income from operations				5,776			41,095			46,871			12,737			59,608
Interest expense				(1,180	)		(34,469	)		(35,649	)		(8,793	)(4)		(44,442	)
	Write-off of deferred financing costs			(957	)		—			(957	)		957	(3)		—
Other, net				33			318			351			—			351
Income before income taxes				3,672			6,944			10,616			4,901			15,517
Provision for income taxes				2,131			3,090			5,221			(877	)(5)		6,098
Net income			$	1,541		$	3,854		$	5,395		$	4,024		$	9,419
Other Data:
Ratio of earnings to fixed charges(6)				4.22	x		2.13	x		2.23	x					2.27	x

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
(dollars in thousands)

(1)

We believe that the pro forma information is most meaningful on a combined basis. Thus, the predecessor results of operations for the period from January 1, 2003 through March 27, 2003, and the successor results of operations for the period from March 28, 2003 through December 31, 2003 have been combined for purposes of this pro forma disclosure.

(2)

This adjustment represents a reduction in amortization of intangible assets based upon a final independent third party assessment of the fair value of the identifiable intangibles acquired and the amount of goodwill recorded as a result of the March 2003 Transaction. Based upon the assessment, we recorded additional identifiable intangible assets for non-compete and employment agreements, trade names and payor contracts and reduced the estimated useful life of (a) our hospital contracts to 25 years and (b) our management service agreements to 20 years. The changes in fair values of our intangible assets as well as the changes in estimated useful lives will reduce amortization expense by approximately $1,300 annually.

(3)

This adjustment eliminates non-recurring transaction costs that are directly related to the March 2003 Transaction. Those non-recurring costs are included in our historical financial statements for 2002 and the combined year ended December 31, 2003, as applicable.

(4)

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 refinancing of the term loan outstanding under our senior credit facility, the issuance of the old notes and the March 2003 Transaction including amortization of deferred financing fees and unused commitment fees, as if such transactions occurred as of January 1, 2003. For the combined year ended December 31, 2003, interest expense for the new amended term loan facility was calculated based on an outstanding principal amount of $125,000 at an interest rate equal to the December 31, 2003 LIBOR rate of 1.13%, plus a 2.75% spread. For combined fiscal year ended December 31, 2003, interest expense for the senior subordinated notes was based on an outstanding principal amount of $350,000 at a rate of 10.5% of which $75 million was based on an effective rate of 9.5% since the notes were sold at a price of 106%. The unused commitment fee was calculated assuming the $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 $22,000 and were amortized over periods ranging from six to ten years. The following table summarizes the pro forma interest expense adjustment (in thousands).

	Combined Year Ended December 31, 2003
Eliminate interest expense, including debt amortization	$	35,649
Interest on other subordinated debt		(280	)
Interest on new term loan facility		(4,850	)
Interest on senior subordinated notes		(36,428	)
Unused commitment fee		(325	)
Amortization of deferred financing costs		(2,559	)
Pro forma interest adjustment	$	(8,793	)

(5)

Represents the incremental tax effect of the adjustments based upon our effective tax rate of 39.3%.

(6)

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. Our fiscal year is the calendar year ending December 31. As noted in Note 1 to the Consolidated Financial Statements, the March 2003 Transaction resulted in a new basis of accounting for the Company. In some cases, for ease of comparison purposes, financial data for the period from March 28, 2003 through December 31, 2003 has been added to financial data for the period from January 1, 2003 through March 27, 2003, to arrive at a 12-month combined period ended December 31, 2003. This combined data may be referred to herein as fiscal year 2003, year 2003, 2003, or the 12-month combined period ended December 31, 2003.

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 36 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 2003, our revenues from owned operations and managed operations accounted for 95.2% and 4.8% of our total net revenues, respectively.

The March 2003 Transaction

        On December 8, 2002, AmeriPath Holdings, Inc. 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 AmeriPath Holdings, Inc. The merger was consummated on March 27, 2003. AmeriPath Holdings, Inc. and Amy Acquisition Corp. were Delaware corporations formed at the direction of Welsh, Carson, Anderson & Stowe IX, or WCAS IX. WCAS IX, its related investors and several employees of AmeriPath own 100% of the outstanding common stock of Holdings. As a result of the various financing transactions entered into in connection with the March 2003 Transaction, our interest

44

expense currently is and will continue to be higher than it was prior to the March 2003 Transaction. See "Certain Relationship and Related Transactions—March 2003 Transaction."

        The March 2003 Transaction has been accounted for under the purchase method of accounting prescribed in SFAS 141, with intangible assets recorded in accordance with SFAS No. 142. In accordance with the provisions of SFAS No. 142, no amortization of indefinite-lived intangible assets or goodwill is recorded.

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.

        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. Also, increases in medical malpractice insurance have affected 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.    The 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. 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 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.

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Recent Trends and Events

        Acquisitions.    During 2003, we acquired four anatomic pathology practices. The total consideration paid by us in connection with these acquisitions included cash of $4.8 million and additional purchase price consideration issued in the form of contingent notes. During 2002, we acquired seven anatomic pathology practices. The total consideration paid by us in connection with these acquisitions included cash of $44.0 million, 108,265 shares of common stock (aggregate value of $1.7 million based upon amounts recorded on our consolidated financial statements). In addition, we issued additional purchase price consideration in the form of contingent notes. During 2001, we acquired one anatomic pathology operation. The total consideration paid by us in connection with the acquisition, which is deemed immaterial, included cash and issuance of common stock and subordinated debt. In addition, we issued additional purchase price consideration in the form of contingent notes.

        Contingent Note Payments.    During the 12-month combined period ended December 31, 2003, we made contingent note payments of $37.0 million. During the year ended December 31, 2002, we made contingent note payments of $39.9 million, issued $0.8 million of contingent stock, and made other purchase price adjustments of approximately $0.1 million in connection with certain post-closing adjustments and acquisition costs.

        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 situation. 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. 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 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 our results of operations in a particular period even if we do not experience an actual increase in claims or related expenses. For fiscal year 2003, our medical malpractice costs were approximately $12.4 million.

        Quest Contracts.    During 2002, Quest cancelled its contract with our Jacksonville laboratory, and Quest cancelled its contract with our Orlando laboratory effective March 31, 2003. Quest is in the process of internalizing the anatomic pathology work currently subcontracted to us. Our revenues from Quest in 2002 and 2003 were $23.3 million and $3.3 million, respectively. We expect the amount of revenue from our Quest contracts to continue to decline in 2004. 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 charge of approximately $2.1 million related to various contract terminations. We have no further identifiable intangible assets relating to Quest and therefore we do not anticipate any future charges related to Quest.

        Medicare Reimbursement.    The Medicare statute includes a methodology to adjust payments for services, including anatomic pathology services, under the physician fee schedule. This methodology is applied each year unless it is overridden by congressional action. The statutory methodology would have led to a 4.4% reduction in the physician fee schedule conversion factor in 2003 and a 4.5% reduction in 2004 if those reductions had not been blocked by Congress. Instead, Congress required a 1.6% increase in 2003 and a 1.5% increase in each of 2004 and 2005. In addition, because it was projected that the statutory methodology would result in additional reductions in the physician fee schedule conversion factor in future years, Congress revised the methodology through legislation

46

enacted in December 2003. It is unclear how this revision in the methodology will affect the annual adjustments in the physician fee schedule conversion factor in future years and, if it will not prevent reductions, whether Congress will intervene to prevent decreases in the physician fee schedule conversion factor in future years.

Critical Accounting Policies and Estimates

        The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in our consolidated financial statements. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on assumptions that we believe to be reasonable under the circumstances. Our experience and assumptions form the basis for our judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may vary from what we anticipate and different assumptions or estimates about the future could change our reported results.

        Intangible Assets.    As of December 31, 2003, we had net identifiable intangible assets and goodwill of $186.6 million and $532.9 million, respectively. Our identifiable intangible assets include hospital contracts, laboratory contracts, management service contracts, employment and non-compete agreements, and trade names acquired by us in connection with acquisitions. 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. In September 2003, we finalized the recording of the fair value of the identifiable intangibles acquired and the amount of goodwill recorded as a result of the March 2003 Transaction. Fair value was determined based upon a valuation completed by an independent third-party valuation firm. As a result in the third quarter of 2003, we recorded additional goodwill of approximately $12.4 million, recorded non-compete and employment agreements of $18.0 million, trade names of $27.2 million and payor contracts of $9.2 million. We reduced the carrying value of hospital contracts by $65.3 million, client lists by $70.8 million, and the carrying value of deferred taxes associated with previous acquisitions by $63.3 million. The change in the value of our hospital contracts was primarily a result of changes in valuation assumptions that reflected lower profitability levels being received from these contracts, an increase in contributed capital as a result of an increase in the value of other separately identifiable intangibles and the utilization of a decay curve based on turnover statistics. Client lists were not valued because they did not meet the separability criteria as defined in EITF 02-17, "Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination." Prior to the March 2003 Transaction, we amortized hospital contracts over periods ranging from 25-40 years. As part of the independent third party valuation, we reviewed the lives of our intangible assets and estimated the remaining life of our hospital contracts to be 25 years and reduced the life of our management service agreements from 25 years to 20 years. We considered the effects of demand, competition, the expected useful life and other economic factors in determining the useful lives. The changes in the fair values of our intangible assets as well as the changes in the estimated useful lives, discussed above, will reduce amortization expense in future periods by approximately $1.3 million annually.

        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

47

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 healthcare 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.

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

48

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.

		Year Ended December 31,								Period from March 28, 2003 through December 31, 2003
								Period from January 1, 2003 through March 27, 2003
		2001		2002		2003 Combined
		(Predecessor)		(Predecessor)				(Predecessor)		(Successor)
Net revenues		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Operating costs and expenses:
Cost of services		47.8		49.8		51.9		52.2		51.8
Selling, general and administrative expenses		17.2		17.7		18.0		18.3		17.9
Provision for doubtful accounts		11.5		12.1		14.7		12.6		15.4
Amortization expense		4.4		2.5		2.3		2.6		2.3
Merger-related charges		1.7		0.6		2.6		8.4		0.7
Restructuring costs		—		—		0.7		1.0		0.6
Asset impairment and related charges		0.9		0.6		0.1		—		0.1
	Total operating costs & expenses	83.5		83.3		90.3		95.1		88.8
Income from operations		16.5		16.7		9.7		4.9		11.2
Interest expense		(3.9	)	(0.7	)	(7.4	)	(1.0	)	(9.4	)
Termination of interest rate swap agreement		(2.5	)	—		—		—		—
Write-off of deferred financing costs		(0.4	)	—		(0.2	)	(0.8	)	—
Write-off of Genomics investment		—		(0.2	)	—		—		—
Other income, net		—		—		0.1		—		0.1
Income before income taxes		9.7		15.8		2.2		3.1		1.9
Provision for income taxes		4.1		6.5		1.1		1.8		0.8
Net income		5.6	%	9.3	%	1.1	%	1.3	%	1.1	%

12-month combined period ended December 31, 2003 compared with year ended December 31, 2002

        The 12-month combined period ended December 31, 2003 includes the period from January 1, 2003 through March 27, 2003 (predecessor) and the period from March 28, 2003 through December 31, 2003 (successor).

        Net Revenues.    Net revenues increased by $6.2 million, or 1.3%, from $478.8 million for the year ended December 31, 2002 to $485.0 million for the 12-month combined period ended December 31, 2003. Revenues for 2003 were negatively impacted by a $4.5 million charge to revenues based on changes in our estimated contractual allowances resulting from the analysis of our managed care contracts. Same store net revenue decreased $3.7 million, or 0.8%, from $465.3 million for 2002 to $461.6 million for 2003. Same store net revenue, excluding revenue from national laboratory companies, for 2003 increased 3.4%, or $15.2 million, compared to the same period of 2002. For 2003, revenue from our contracts with national laboratory companies was $4.3 million, down from $23.3 million for the same period of 2002. These factors were offset by increased revenues from acquisitions made in late 2002 and during 2003. Our mix of revenue for 2003 was 50.8% outpatient, 44.4% inpatient (hospital based) and 4.8% management services.

        Cost of Services.    Cost of services increased by $13.3 million, or 5.6%, from $238.6 million in 2002 to $251.9 million for the same period in 2003. The increase was due to an increase in medical malpractice costs of $3.5 million, excess lab capacity, increasing health insurance benefit costs, increase in physician costs and salaries, and acquisitions of $2.9 million. Cost of services, as a percentage of net

49

revenues, increased from 49.8% for 2002 to 51.9% in the comparable period of 2003. Gross margin decreased from 50.2% in 2002 to 48.1% for the same period in 2003.

        Selling, General and Administrative Expenses.    Selling, general and administrative expense increased by $2.4 million, or 2.9%, from $84.9 million for 2002 to $87.3 million for the same period of 2003. As a percentage of net revenues, selling, general and administrative expense increased from 17.7% for 2002 to 18.0% for the same period of 2003. The increase is primarily due to investments in information technology and the expansion of sales and marketing efforts.

        Provision for Doubtful Accounts.    Our provision for doubtful accounts increased by $13.2 million, or 22.7%, from $58.2 million for 2002 to $71.4 million for the same period in 2003. The provision for doubtful accounts as a percentage of net revenues increased from 12.1% for 2002 to 14.7% for the same period in 2003. The provision for doubtful accounts for 2003 included charges of $6.5 million related to a change in the net realizable value of certain receivables based on our analysis of the ability to collect historical revenues and billings associated with clinical professional component services.

        Amortization Expense.    Amortization expense increased by $0.1 million, or 0.9%, from $11.4 million for 2002 to $11.5 million for the same period of 2003, largely due to identifiable intangibles acquired in conjunction with acquisitions completed during the last quarter of 2002, partially offset by an adjustment to amortization expense of $0.7 million related to the final allocation of the purchase price of the March 2003 Transaction.

        Merger-related Charges.    The merger-related charges of $12.4 million for 2003 relate to the March 2003 Transaction. These costs were primarily legal, accounting, advisory services and employee change in control payments related to the March 2003 Transaction. During 2002, we recorded acquisition-related costs totaling $2.8 million related to the March 2003 Transaction.

        Restructuring Costs.    During 2003, we incurred certain restructuring costs as promulgated by SFAS No. 146 of approximately $1.2 million for employee severance costs in connection with a reduction in workforce at our Southern California, Philadelphia, Central Florida and North Texas laboratories. We also incurred an additional $2.0 million during 2003 for remaining severance costs and the closure of our Southern California laboratory. The Southern California laboratory was closed as a result of a loss of Quest revenues that historically accounted for a significant portion of revenues for this individual lab. It is estimated that these restructuring costs will rationalize excess capacity at certain laboratories.

        Asset Impairment and Related Charges.    During 2003, we sold two practices in Florida resulting in an impairment charge of approximately $425,000. In 2002, we recognized an impairment charge on the intangible asset value of our Quest lab contracts of approximately $2.1 million, due to the loss of these contracts. In addition, during 2002, the management service agreement contract with a managed practice in Georgia was terminated resulting in an impairment charge of approximately $700,000.

        Income from Operations.    Income from operations decreased $33.3 million, or 41.5%, from $80.2 million for the year ended December 31, 2002 to $46.9 million for the 12-month combined period ended December 31, 2003. The decrease was primarily the result of an increase in the provision for doubtful accounts of $13.2 million, along with merger-related charges of $12.4 million and restructuring costs of $3.2 million incurred in 2003.

        Write-off of Deferred Financing Costs.    In March 2003, we wrote off the $1.0 million remaining balance of deferred financing costs related to the termination of our former credit facility as part of the March 2003 Transaction.

        Interest Expense.    Interest expense increased by $31.6 million, from $4.0 million for 2002 to $35.6 million for the same period in 2003. This increase was attributable to interest of $21.7 million on senior subordinated notes outstanding that were issued in 2003, interest of $9.9 million on the new credit facility, along with a higher effective interest rate. Our effective interest rate was 9.2% and 4.1% for 2003 and 2002, respectively.

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        Write-off of Genomics Investment.    In September 2002, we determined that there was an other than temporary decline in the fair value of this investment. As a result, we recorded a write down of $1.0 million to reduce our investment in GCI to its net realizable value.

        Provision for Income Taxes.    Our effective income tax rate was approximately 49.2% and 41.1% for 2003 and 2002, respectively. This rate increased significantly from the prior period primarily due to the non-deductibility of certain charges relating to the March 2003 Transaction. The effective tax rate for 2003, excluding the non-deductibility of merger-related charges, would have been approximately 43.3%.

        Net Income.    Net income for the 12-month combined period ended December 31, 2003, was $5.4 million, compared with net income of $44.6 million for the same period in 2002. The primary reason for the decrease in net income was the addition of approximately $31.6 million in interest charges during 2003, along with $15.6 million of merger-related costs and restructuring costs.

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 $47.2 million, or 11.3%, from $418.1 million for 2001 to $465.3 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 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

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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.

Merger-related Charges, Asset Impairment and Related Charges, and Write-off of Deferred Financing Costs (Special Charges). In the fourth quarter of 2002, we incurred legal, accounting and advisory fees of $2.8 million in connection with the proposed merger of AmeriPath, Inc. with Amy Acquisition Corp.

        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 March 2003 Transaction		$	—	$	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 genomics investment			—		1.0
Gain on sale of managed operation			—		(0.3	)
	Total special charges in net income	$	21.3	$	6.3
Write-off of deferred financing costs			1.6		—
	Total special charges	$	22.9	$	6.3

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        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 42.7% 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.

        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.

Liquidity and Capital Resources

        We 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 $65.0 million revolving loan facility. In addition, we fund payments under certain of our contingent notes from contributions made to us by our parent out of the funds held in the cash collateral account and, if needed, cash flows from operations. See "Contingent Notes and the Cash Collateral Account."

        For 2002 and 2003, our cash flows provided by operations were $69.1 million, and $68.9 million, respectively. For 2003, cash flows from operations, borrowings under our senior credit facility (comprising a seven year term loan facility and a six year revolving loan facility) and the proceeds from issuance of senior subordinated notes and proceeds from equity contributions from our parent related to the March 2003 Transaction were used to fund the purchase price of $629.6 million for our publicly held shares of stock, pay off the remaining debt under our former credit facility of $127.5 million, pay debt issuance costs of $22.8 million and make contingent note payments of $37.0 million.

        For the years ended December 31, 2001 and 2002, our cash flows from operations were $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 $6.1 million in 2000 and charges of $0.4 million in connection with the proposed merger with Amy Acquisition Corp. in 2002, our cash flow from operations for 2001 and 2002 would have been $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, 2003, we had working capital of approximately $86.1 million, an increase of $10.7 million from working capital of $75.4 million at December 31, 2002. The increase in working capital for 2003 was due primarily to increases in cash and cash equivalents of $22.6 million, partially offset by decreases in accounts receivable of $9.3 million and an increase in accrued interest of $7.1 million.

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        At December 31, 2002, we had working capital of approximately $75.4 million, an increase of $18.6 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 operating expenses.

        At December 31, 2002 and 2003, we had $113.2 million and $213.3 million, respectively, outstanding under our senior credit facility borrowings. In February 2004, we repaid the term loan outstanding under our senior credit facility, and amended and restated the credit agreement governing that facility, which provided for a new $125.0 million term loan and amended certain covenants and mandatory prepayment provisions of the senior credit facility.

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

        In connection with the March 2003 Transaction, Amy Acquisition Corp. issued $275.0 million of 10¹/2% Senior Subordinated Notes due 2013. We assumed Amy Acquisition Corp.'s obligations under these notes upon consummation of the March 2003 Transaction. Interest became payable semi-annually in arrears beginning in October 2003. In February 2004, we issued an additional $75.0 million of 10¹/2% Senior Subordinated Notes due 2013 at a price of 106%. All of the Senior Subordinated Notes are unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis by certain of our current and former subsidiaries. The notes and guarantees rank junior to all of our and the guarantors' existing and future senior indebtedness, on a pari passu basis with all of our and the guarantors' existing and future senior subordinated indebtedness and senior to all of our and the guarantors' existing and future subordinated indebtedness.

        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.

        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 $103.7 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 2003, 2002, and 2001, we made contingent note payments, including interest, aggregating $37.0 million, $39.9 million, and $36.1 million, respectively. In addition, we intend to fund future payments under our contingent payment obligations relating to acquisitions completed prior to the March 2003 Transaction from contributions made to us by our parent out of the funds from the remaining cash collateral account balance of $52.4 million and, if needed, cash flows from operations.

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        Historically, our capital expenditures have been primarily for laboratory equipment, information technology equipment and leasehold improvements. Total capital expenditures were $7.8 million, $8.7 million and $9.3 million in 2001, 2002 and 2003, respectively.

        We expect to use borrowings under our revolving loan facility to fund internal growth and acquisitions and for working capital. We anticipate that funds generated by operations, funds available under our 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.

Off-Balance Sheet Arrangements

        We had no off-balance sheet arrangements as of December 31, 2003.

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 senior credit facility as of December 31, 2003 (in millions):

	Payments Due By Period
Contractual Obligations(1)	Less than 1 year		1-2 years		3-5 years		After 5 years		Total
Term loans under our senior credit facility	$	2.1	$	4.3	$	156.4	$	50.5	$	213.3
Other indebtedness		1.3		2.7		0.1		—		4.1
Operating leases		5.6		10.2		9.4		12.6		37.8
Senior subordinated notes(2)		—		—		—		275.0		275.0
Total contractual cash obligations	$	9.0	$	17.2	$	165.9	$	338.1	$	530.2

(1)

In addition, we have issued contingent notes in connection with our previous acquisitions that are 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. As of December 31, 2003, our maximum obligation under the contingent notes was $103.7 million.

(2)

In February 2004, we issued an additional $75.0 million of senior subordinated notes and reduced the term facility to $125.0 million. The senior subordinated notes are due in 2013 and the term debt is principally due after five years. The principal payments on the term debt are now $1.3 million per year.

Interest Rate Risk

        We are subject to market risk associated principally with changes in interest rates. Our principal interest rate exposure relates to the term loans outstanding under our senior credit facility. As of December 31, 2003, we had $213.3 million of outstanding term loans subject to variable rates. At February 29, 2004, our outstanding balance on our term loan facility has been reduced to $125.0 million. Each quarter point increase or decrease in the applicable interest rate would change our interest expense by approximately $0.3 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.

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Inflation

        Inflation was not a material factor in either revenue or operating expenses during 2001 or 2002 or 2003.

Recent Accounting Pronouncements

        In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("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" ("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 were required to adopt SFAS No. 145 in fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145 resulted in the reclassification of a loss from the early extinguishment of debt of $965, net of tax, in 2001 from an extraordinary item to other income (expense). The gross amount of this loss was approximately $1.6 million and was reclassified to write-off of deferred financing costs and is included in income from operations.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", ("SFAS No. 146"), which addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities. SFAS No. 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 No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS No. 146 effective January 1, 2003 and recorded $3.2 million of restructuring costs in connection with a workforce reduction at several of our laboratories.

        In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including indirect Guarantees of Indebtedness of Others" ("FIN 45"). The provisions of FIN 45 require that a liability be recorded in the guarantor's balance sheet at fair value upon issuance of a guarantee. The recognition provisions of FIN 45 are effective for guarantees issued or modified after December 31, 2002. The Company does not have any guarantees that would require current disclosure or further recognition under FIN 45.

        In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" ("FIN 46"). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, we must apply the provisions of FIN 46 for the first interim or annual period beginning after June 15, 2004. We are in the process of determining the impact of FIN 46, if any, but have not fully completed our evaluation.

        In April 2003, the Financial Accounting Standards Board issued FASB Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. Statement No.149 amends and clarifies financial accounting and reporting for derivative instruments, including derivative

56

instruments embedded in other contracts and for hedging activities. It is effective for contracts entered into or modified after June 30, 2003. We expect that the adoption of SFAS no. 149 will have no impact on our financial position or results of operations.

        In May 2003, the Financial Accounting Standards Board issued FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a significant impact on our financial position or results of operations.

        In May 2003, the Emerging Issues Task Force ("EITF") finalized EITF 00-21, Revenue Arrangements with Multiple Deliverables. This pronouncement addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. Specifically, this issue addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. This pronouncement is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Adoption of the provisions of EITF 00-21 did not have any effect on our consolidated financial statements.

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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 2003, 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.

        We service an extensive referring physician base through our 15 regional laboratories and 36 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:

•

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,



•

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:

•

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.



•

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. 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 approximately 19% 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 to 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 11% from 2003 to 2007. We also believe that emerging technologies and tests, such as genomics, will further drive growth in the market for esoteric testing services.



•

Strong cash flow generation.    We believe our strong cash flow substantially enhances our competitive position in the highly fragmented anatomic pathology services market. 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.



•

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 2003, we derived approximately 22% 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.

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:

•

Capitalize on our leading market position.    Through our 15 regional laboratories, 36 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

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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.

•

Continue to focus on organic growth.    We are focused on generating internal revenue growth. For fiscal 2003, we estimate that our annual same store sales growth was 3.4% without giving effect to the loss of revenues under our contracts with national laboratories, which are no longer a significant component of our business. We believe that our 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.

•

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 2003, we successfully recruited 30 pathologists, each of whom is a graduate of an accredited United States 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.



•

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 fewer 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.



•

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

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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 South Carolina, 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 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

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

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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 2003, 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 years ended December 31, 2002 and December 31, 2003 was 12.1% and 14.7%, respectively of net revenues, with net revenues from inpatient services having a provision for doubtful accounts of 21.9%, and 21.9%, respectively. Our provision for doubtful accounts for inpatient services is significantly higher than that for outpatient services as a result of the lower recoverability of CPC fees in the inpatient segment. Each of these fees is typically a de minimis 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. 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. All of our operations are currently 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 base. We believe that this strategy benefits our company, our pathologists, referring physicians, third-party payors and patients. Our regional operations:

•

have a substantial market presence,

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•

offer a broad range of services,



•

have extensive physician contacts and



•

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.

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:

•

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,



•

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



•

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.

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        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,
	2001	2002	2003
Source of cash collections:
Government programs	21%	20%	22%
National clinical laboratories	8%	7%	2%
Management services	9%	6%	11%
Other	62%	67%	65%

        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.

        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.

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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:

•

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,



•

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,



•

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



•

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.

Employees

        At December 31, 2003, we employed 408 pathologists. In addition, we employed 805 laboratory technicians, 645 billing, marketing, and courier staff and 827 other full-time employees. None of these employees or any prospective employee is subject to any collective bargaining agreement.

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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 93 other facilities: 27 in Florida, 22 in Texas, five in Tennessee, four in Ohio and Wisconsin, three in each of Kentucky, Oklahoma, New York, Pennsylvania, Mississippi and Georgia, two in each of Alabama, California and Colorado, and one each in Arizona, North Carolina, Massachusetts, Indiana, South Carolina, Virginia 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 586,000 square feet and have lease terms expiring from 2004 to 2019. 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. For fiscal year 2003, our medical malpractice costs were approximately $12.4 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 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.

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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 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 actions were consolidated on February 14, 2003 and an amended complaint was filed on March 6, 2003. The amended complaint alleges a breach of duty to stockholders in connection with the March 2003 Transaction. The plaintiffs seek to represent a putative class consisting of the public stockholders of AmeriPath prior to the March 2003 Transaction. Named as defendants are our company and the members of our board of directors prior to the March 2003 Transaction. The plaintiffs allege, among other things, that the consideration was inadequate, that the announcement was improperly timed, that our company was not properly auctioned, that the merger was unfair and that our directors prior to the March 2003 Transaction breached their fiduciary duties. The amended complaint seeks unspecified amounts of damages, costs and expenses related to their actions and other unspecified relief. We believe the amended complaint lacks merit and have moved to dismiss it. Notwithstanding this motion, the plaintiffs and us have agreed in principal to a non-class settlement that will be funded by our D&O insurance carrier, is in the range of future defense costs and will not materially impact our financial statements or operations. Upon consummation of the settlement, the litigation will be dismissed.

        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 and most of those suits relate to cytology services. 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. If we are ultimately found liable under the outstanding medical malpractice claims, there can be no assurance that medical malpractice insurance arrangements will be adequate to cover all such liabilities. 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 21%, 20% and 22% of our revenues for the years 2001, 2002, and 2003, 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. 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. 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 one or more of the contracted health plans does not include us as a participating network provider. Additionally, funds received under all healthcare reimbursement programs are subject to audit with respect to the proper billing for physician and ancillary 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 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.

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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 and civil enforcement proceedings 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 an applicable safe harbor, 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 future 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 reimbursement rates, the anti-kickback law may be implicated depending on the intent of the arrangement. The OIG found prices discounted below the laboratory supplier's costs to be particularly problematic. In the same opinion, applying the federal permissive exclusion statute, the 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 the OIG might challenge prices below Medicare reimbursement rates or management fee methodologies 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 that, in certain circumstances, ban payments for referral of patients and referrals by physicians to healthcare providers with whom the physicians (or their 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 clinical laboratory services, to an entity with which the physician has a financial relationship unless an exemption applies. Financial

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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 to avoid application of the referral ban. 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.

        The Stark Law exempts from its definition of a "referral" any request for diagnostic laboratory tests and pathological examination services when made by a pathologist pursuant to a consultation requested by another physician. Our business has been structured so that substantially all tests we perform on the basis of requests from our affiliated physicians will fall within this special pathology exemption. Certain referrals to us are however ineligible for this exemption and, if another Stark Law exemption does not apply (such as the in-office ancillary services exemption or exemptions for certain employment and personal services arrangements), the government may determine that we are in violation of these complex, constantly evolving Stark Law exemptions and rules. We have also attempted to design our business so that it is in material compliance with applicable state anti-referral laws and regulations, many of which are modelled after the federal statute. If our financial relationships with one or more pathologists were found to be non-exempt, or if non-exempt referrals were found to have been made, or if our compensation to physicians were interpreted as violating a state's anti-referral laws, we and the affected pathologists could be subject to civil and criminal penalties, including fines, exclusions 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 repaying the federal government reimbursement in excess of that due is a violation. Entities found to have violated the False Claims Act may be required to make significant payments to the government, including up to treble damages, penalties, forfeiture of revenues due and reimbursements of amounts previously collected. If found guilty of violating criminal prohibitions against the submission of false claims and the making of false statements, the entity and/or its individual officers, employees and directors 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 and other persons may bring actions under false claim laws. In certain circumstances, federal and some state laws authorize private whistleblowers to bring false claim suits on

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behalf of the government against providers and reward the whistleblower with a portion of any final recovery. In 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 that 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, 2003. 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 closely affiliated with 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

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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 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 the pathologists with whom we are contractually affiliated could be subject to civil and criminal penalties under such jurisdiction's laws and could be required to restructure existing 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 that are characterized by certain payment methodologies 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/or 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 and Professional Pathology Services

        Medicare reimburses laboratories 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.

        The Medicare statute includes a methodology to adjust payments for services, including anatomic pathology services, under the physician fee schedule. This methodology is applied each year unless it is

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overridden by congressional action. The statutory methodology would have led to a 4.4% reduction in the physician fee schedule conversion factor in 2003 and a 4.5% reduction in 2004 if those reductions had not been blocked by Congress. Instead, Congress required a 1.6% increase in 2003 and a 1.5% increase in each of 2004 and 2005. In addition, because it was projected that the statutory methodology would result in additional reductions in the physician fee schedule conversion factor in future years, Congress revised the methodology through legislation enacted in December 2003. It is unclear how this revision in the methodology will affect the annual adjustments in the physician fee schedule conversion factor in future years and, if it will not prevent reductions, whether Congress will intervene to prevent decreases in the physician fee schedule conversion factor in future years.

        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.

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.

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HIPAA Criminal Penalties

        HIPAA established an array of new federal criminal authorities prohibiting the commission of fraud against any healthcare benefit program, theft or embezzlement involving healthcare and 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. Enforcement of the new HIPAA provisions is in its early stages, and 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 federal government or its designee. Many laboratories also must meet governmental quality and personnel standards, undergo proficiency testing and pass 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 Electronic Transactions and Code Sets

        Among other things, HIPAA established several requirements regarding the privacy, security and electronic transmission of individually identifiable 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 the regulations refer to as covered entities. Our company and most of our operations are subject to the HIPAA regulations.

        The HIPAA regulations include:

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regulations that protect individual privacy by limiting the uses and disclosures of individually identifiable health information, or the Privacy Regulations;



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regulations that prescribe specific transaction formats and data code sets for specified electronic healthcare transactions, or the TCS Regulations; and



•

regulations that require covered entities to implement administrative, physical and technological safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form, or the Security Regulations.

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        Failure to comply with the HIPAA regulations may subject the company to civil monetary penalties and, in certain circumstances, criminal penalties. Under HIPAA, covered entities may be subject to civil monetary penalties in the amount of $100 per violation, capped at a maximum of $25,000 per year for violation of any particular standard. However, civil monetary penalties may not be assessed if a covered entity's failure to comply is based on reasonable cause and not willful neglect, and the failure to comply is remedied within 30 days, or a longer period determined to be appropriate by HHS. On April 17, 2003, HHS published an interim final rule regarding civil monetary penalties. The rule largely deals with procedural issues regarding imposition of penalties, and does not address substantive issues regarding what violations will result in the imposition of a civil monetary penalty and what factors will be taken into account in determining the amount of a penalty. The U.S. Department of Justice, or DOJ, may seek to impose criminal penalties for intentional violations of HIPAA. Criminal penalties under HIPAA vary depending upon the nature of the violation but could include fines of up to $250,000 and/or imprisonment.

        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. Although we are in material compliance with these HIPAA regulations with which compliance is currently required, the HIPAA regulations are expected to continue to impact us operationally and financially and will pose increased regulatory risk.

HIPAA Privacy Regulations

        The Privacy Regulations establish comprehensive federal standards relating to the use and disclosure of individually identifiable health information, or protected health information. The Privacy Regulations establish limits on the use and disclosure of protected health information, provide for patients' rights, including rights to access, request amendment of, and receive an accounting of certain disclosures of protected health information, and require certain safeguards to protect protected health information. In addition, each covered entity must contractually bind individuals and entities that furnish services to the covered entity or perform a function on its behalf, and to which the covered entity discloses protected health information, to restrictions on the use and disclosure of that information. The Privacy Regulations do not supersede state laws that are more stringent. Thus, we must reconcile the Privacy Regulations and other state privacy laws that are more stringent than the Privacy Regulations. Our operations that are regulated by HIPAA were required to be in compliance with the Privacy Regulations by April 14, 2003. We believe our operations are in material compliance with the Privacy Regulations. Because uncertainties remain regarding the application and interpretation of the Privacy Regulations, and because there is limited information currently available regarding civil enforcement activities by the HHS Office for Civil Rights, or OCR, and criminal enforcement activities by DOJ, there is no assurance that OCR or DOJ would find the company to be operating in compliance with the Privacy Regulations.

HIPAA TCS Regulations

        The TCS Regulations establish uniform standards relating to data reporting, formatting and coding that covered entities must use in conducting certain transactions. The TCS Regulations presently 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. The compliance date for the TCS Regulations was October 16, 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 the TCS Regulations until October 16, 2003. Any of our operations acquired or formed after October 15, 2002 that did not file for an extension on or before that date were required to be in immediate compliance.

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        Many covered entities, including our company, were not fully compliant with the TCS Regulations as of October 16, 2003. However, we have deployed a contingency plan to continue to send and receive non-standard transactions, as contemplated in the "Guidance on Compliance with HIPAA Transactions and Code Sets After the October 16, 2003 Implementation Deadline" (which we refer to as the CMS Guidance) issued by the Centers for Medicare & Medicaid Services, or CMS, on July 24, 2003. In the CMS Guidance, CMS stated that covered entities are responsible for complying with the TCS Regulations following the October 16, 2003 compliance date. However, the CMS Guidance also provides that CMS's focus will be on obtaining voluntary compliance and that CMS will follow a complaint-driven approach to enforcement of the TCS Regulations. The CMS Guidance further indicates that CMS will consider a covered entity's good faith efforts to comply with the TCS Regulations in determining whether to seek civil monetary penalties against a non-compliant covered entity and whether to extend the time allowed for the covered entity to remedy the non-compliance.

        In light of the CMS Guidance, we have taken a number of steps to update our systems and work with our trading partners to achieve compliance with the TCS Regulations. We have updated the software and information systems that we use to conduct electronic transactions with our trading partners to enable us to conduct those transactions in compliance with the TCS Regulations. Where our systems could not be updated to achieve compliance, we have engaged third party clearinghouses to conduct transactions for us. We have also established with most of our trading partners the electronic pathways necessary to process transactions in compliance with the TCS Regulations, and have conducted testing, re-testing and quality assurance processes related to such transactions. Currently, we are HIPAA compliant for those transactions that we conduct and with those trading partners that can conduct HIPAA compliant transactions.

        Although we have taken these proactive steps, by deploying our contingency plan and conducting non-standard transactions, our company, like most covered entities, including CMS, was not in full compliance with the TCS Regulations as of and in the period immediately after October 16, 2003. Although the CMS Guidance indicated that CMS will follow a complaint-driven approach, we cannot provide any assurances regarding how CMS would apply the CMS Guidance in general or to our company in particular. In addition, we understand that CMS has received a limited number of complaints regarding covered entities' compliance with the TCS Regulations, but are not currently aware of any complaint against our company. In the event of enforcement action by CMS, there can be no assurances that we will be able to establish our good faith efforts to CMS's satisfaction so as to avoid liability for civil monetary penalties. There also can be no assurances that CMS would be willing to extend the 30-day time period for us to remedy non-compliance, or that we would be able to remedy our non-compliance within the 30-day time period or any extended period granted by CMS.

        We expect that in the near future CMS and other health plans are likely to end their contingency plans, and at that time will require healthcare providers like our company to operate in full compliance with the TCS Regulations. We cannot be sure that these health plans will provide us with sufficient notice to allow us to prepare to transition to operating in full compliance with the TCS Regulations. Since the healthcare system has not operated at full capacity using the newly-mandated standard electronic transactions, unforeseen errors may occur which could cause rejection of claims, extended payment cycles, and reduction of cash flow.

        As stated above, DOJ may seek to impose criminal penalties, including fines and imprisonment, in the event of a covered entity's knowing violation of HIPAA. It is not clear whether criminal penalties may be imposed for violations only of the Privacy Regulations, or also for violations of the TCS Regulations. To date, DOJ has not provided any formal guidance regarding when it would seek to impose criminal penalties for violations of the HIPAA regulations. While there can be no assurances that DOJ will not seek criminal penalties against us for our initial failure to fully comply with the TCS Regulations, we believe that, given the CMS Guidance, prosecution of technical violations of the TCS Regulations is unlikely.

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HIPAA Security Regulations

        The Security Regulations were finalized on February 20, 2003 and compliance will be required by April 21, 2005. The Security Regulations establish detailed requirements for safeguarding protected health information that is electronically transmitted or electronically stored. The Security Regulations establish 42 implementation specifications, 20 of which are "required," meaning they must be implemented as specified in the Security Regulations, while the other 22 are "addressable." Complying with "addressable" implementation specifications will require the company to assess whether these specifications constitute a reasonable and appropriate safeguard for the particular business activity; if not, the company must design and implement an alternative approach to satisfy the particular standard.

        Some of the Security Regulations are technical in nature, while others may be addressed through policies and procedures. The Security Regulations may require us to incur significant costs in ensuring that our systems and facilities have in place all of the technical and physical safeguards to meet all of the implementation specifications. We are unable to predict what changes might be made to the Security Regulations, or what guidance might be provided by CMS, prior to the April 21, 2005 compliance deadline or how those changes or guidance might impact our business. The effect of the Security Regulations on our business is difficult to predict and there can be no assurances that we will adequately address the risks created by the Security Regulations and their implementation.

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

        Our parent and our company have identical boards of directors. The following table sets forth information about our directors and executive officers:

Name	Age	Position(s)
Joseph A. Sonnier, M.D.	49	President
Martin J. Stefanelli	44	Executive Vice President and Chief Operating Officer
David L. Redmond	52	Executive Vice President, Chief Financial Officer and Secretary
Jeffrey A. Mossler, M.D.	51	Chief Medical Officer
Stephen V. Fuller	48	Senior Vice President, Human Resources
Donald E. Steen	57	Chairman of the Board of Directors
D. Scott Mackesy	35	Director
Paul B. Queally	40	Director
Raymond Ranelli	56	Director
C. Arnold Renschler, M.D.	62	Director
Sean M. Traynor	34	Director

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

Joseph A. Sonnier, M.D. became our President on June 1, 2003. Dr. Sonnier joined our company on September 1, 1997 when Unipath LTD in Dallas, Texas was acquired by us. Since that date, Dr. Sonnier served as the Managing Director of Unipath, and the Regional Managing Director for the Southwest Region. Dr. Sonnier graduated from the Louisiana State University School of Medicine in 1979 and completed his residency at Parkland Memorial Hospital. He became board certified in Anatomic and Clinical Pathology in 1983, and has practiced medicine for the past 20 years.

Martin J. Steffanelli became our Executive Vice President and Chief Operating Officer upon joining our company in June 2003. Prior to joining us, Mr. Stefanelli spent 13 years with DIANON Systems, Inc. After joining DIANON in 1990 as a sales representative, Mr. Stefanelli rose through the ranks while serving in a series of positions of increasing responsibility: Logistics Manager; Marketing Manager; Director of Operations (Anatomic Pathology); Vice President, Laboratory Operations; Senior Vice President, Operations; and, ultimately (since December 1999) Senior Vice President, Sales, Marketing and Business Development. Mr. Stefanelli holds a BS degree from the United States Military Academy at West Point and served on active duty as a U.S. Army captain.

David L. Redmond became our Executive Vice President, Chief Financial Officer and Secretary on June 2, 2003. Prior to joining us, Mr. Redmond served as the Chief Financial Officer for both Accentia, Inc., a specialty pharmacy and pharmacoeconomics company, and MedHost, Inc., a management information software and services company for hospital emergency departments. Mr. Redmond was the Chief Financial Officer of PharMerica, Inc. from 1998 through 1999 where he directed the corporate restructuring and eventual sale of the company to Bergen Brunswig Corporation in 1999. From 1995 to 1997 Mr. Redmond served as the Executive Vice President and Chief Financial Officer for Pharmacy Corporation of America, prior to which he was a Senior Vice President and Chief Financial Officer of Pharmacy Management Services, Inc. Mr. Redmond is a Certified Public Accountant and spent approximately 16 years with KPMG Peat Marwick, including six years as a partner of KPMG Peat Marwick.

Jeffrey A. Mossler, M.D., has been our Chief Medical Officer since May 2003. Dr. Mossler joined our company in September of 1997 when CoLab, Inc. in Indianapolis, Indiana was acquired by us. Since that date, Dr. Mossler has served the company as Managing Director of CoLab, Managing

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Director of our Indiana Regional Managing Director for the Midwest Region. Dr. Mossler graduated from the Indiana University School of Medicine in 1977 and completed his residency at Duke University Medical Center and Durham Veteran's Administration Medical Center. He became board certified in Anatomic and Clinical Pathology in 1981, and has practiced medicine for the past 22 years.

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. 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.

Donald E. Steen joined our board of directors in March 2004 and will serve as Chairman of the Board. Mr. Steen is the Chairman of United Surgical Partners, Inc., a company which he founded in February 1998 and in which he served as Chief Executive Officer from its founding until March 2004. Mr. Steen served as president of the International Group of HCA—The Healthcare Company, formerly known as Columbia/HCA Healthcare Corporation, from 1995 until 1997 and as president of the Western Group of HCA from 1994 until 1995. Mr. Steen founded Medical Care International, Inc., a pioneer in the surgery business in 1982. Mr. Steen is also a member of the board of directors of Horizon Health Corporation and Kinetic Concepts.

D. Scott Mackesy has been a director of our company since consummation of the March 2003 Transaction. 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.

Paul B. Queally has been a director of our company since the consummation of the March 2003 Transaction. 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.

Raymond Ranelli has been a director of our company since November 2003. Currently retired, he was a Senior Client Services Partner of PricewaterhouseCoopers for the tri-state area of Virginia, The District of Columbia and Maryland. Prior to being appointed Senior Client Services Partner, Mr. Ranelli served as Global Leader of Financial Advisory Service of PricewaterhouseCoopers, a $1.3 billion business operating in 20 countries with over 7,000 employees and he became a member of the Firm's Global Leadership Team. In 1994, he was named Vice Chairman of FAS Operations for PricewaterhouseCoopers in the United States and in 1995, he was appointed to the Firm's Management Committee. Mr. Ranelli has also been very involved in local community activities and has served on

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numerous board and committees such as the Leukemia Society Ball and National Kidney Foundation Ball Executive Committees. Mr. Ranelli received the "Lifetime Achievement Award" from the Leukemia Society in 1998 and from the National Kidney Foundation in 1999. He currently serves as director of ManTech International, Inc., a publicly-held company.

C. Arnold Renschler, M.D. rejoined our board of directors in May 2003 after previously serving as a member from April 1997 until the consummation of the March 2003 Transaction. Retired in May 2000, he had been Executive Vice President of Bergen Brunswig Corp. since April 1999. From December 1997 to April 1999, he was President and CEO of PharMerica, Inc. and a member of its board of directors. From June 1996 to November 1997, Dr. Renschler was President and Chief Executive Officer of Pharmacy Corporation of America, a division of Beverly Enterprises, Inc. From January 1990 to June 1996, he held various positions, including serving as a director, President and Chief Operating Officer and Chief Clinical Officer of NovaCare, Inc. He currently serves as a director of three privately-held health care companies, Cora Health, Inc., Elderport, Inc. and excelleRx, Inc. Dr. Renschler is certified in pediatric medicine.

Sean M. Traynor has been a director of our company since consummation of the March 2003 Transaction. Mr. Traynor is a general partner 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 and 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.

        The audit committee currently includes Messrs. Ranelli, Renschler and Traynor. The duties and responsibilities of the audit committee 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. Mr. Ranelli has been identified as our audit committee financial expert and is Chairman of the Audit Committee. The compensation committee includes Messrs. Mackesy and Queally. The compensation committee reviews and approves the compensation of our chief executive officer and administers our stock option plan. The stock options are options for our parent company, although the compensation committee of AmeriPath determines the grants.

        We have developed a Code of Ethics that applies to all of our employees including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics is posted on our website, www.ameripath.com.

Director Compensation

        We pay each director who is not an employee of our company or affiliate of our company a retainer of $20,000 per year plus $1,500 for each meeting of the board of directors attended in person and $500 for meetings attended by telephone. In addition, each such director is also entitled to receive an option to purchase 10,000 shares of our parent's common stock pursuant to our parent's stock

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option plan in connection with such director's initial election to the board and is eligible to receive discretionary grants of options to purchase additional shares from time to time thereafter. We also reimburse all directors for out-of-pocket expenses incurred in connection with the rendering of services as a director.

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 whose total annual salary and bonus was $100,000 or more for 2003 (the Chief Executive Officer and such other executive officers are sometimes referred to herein as the named executive officers).

									(9) Long-Term Compensation Number Of Options Granted
	Annual Compensation
Name And Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Other Annual Compensation ($)				All Other Compensation ($)
James C. New Chief Executive Officer	2003 2002 2001	(1)	493,462 473,846 425,000		125,000 — 255,000		175,000 —	(10)	3,195,307 80,000 75,000	(11) (11)	1,600,000	(2)
Joseph A. Sonnier, MD President	2003 2002 2001	(4) (4)	500,000 — —		— — —		— — —		958,592 — —
David L. Redmond Vice President and Chief Financial Officer	2003		145,000	(6)	—		—		1,118,362
Martin J. Stefanelli Executive Vice President and Chief Operating Officer	2003		129,808	(7)	75,000	(8)	27,367	(3)	766,874
Jeffrey A. Mossler, MD Chief Medical Officer	2003 2002 2001	(5) (5)	461,058 — —		— — —		— — —		479,296 — —

(1)

Mr. New served as our Chief Executive Officer on December 31, 2003. As previously announced, Mr. New retired effective February 1, 2004.

(2)

Represents amount paid for the March 2003 Transaction bonus and change in control bonus.

(3)

Represents relocation expenses paid to Mr. Stefanelli in 2003.

(4)

Joseph A. Sonnier, MD was not an executive officer during 2002 or 2001.

(5)

Jeffrey A. Mossler, MD was not an executive officer during 2002 or 2001.

(6)

Represents base salary from June 2003 when Mr. Redmond joined Ameripath.

(7)

Represents base salary from June 2003 when Mr. Stefanelli joined Ameripath.

(8)

Represents "up front" bonus paid to Mr. Stefanelli when he joined Ameripath.

(9)

Unless otherwise noted, this represents the number of stock options granted to purchase shares of our parent company's common stock.

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(10)

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

(11)

Represents stock options granted prior to the March 2003 Transaction. Upon consummation of the March 2003 Transaction, these stock options were cancelled in exchange for (1) the excess, if any, of $21.25 over the per share exercise price of the option, multiplied by (2) the number of shares of common stock subject to the option, net of any applicable withholding taxes.

Employment Agreements

Joseph A. Sonnier, M.D., our President, entered into an employment agreement with us on May 23, 2003. Dr. Sonnier's employment agreement provides, among other things, for a base salary of $500,000, subject to annual review, and annual performance-based bonus compensation. Additionally, Dr. Sonnier's employment agreement provides that if his employment is terminated by us without cause he shall be entitled to the continued payment of his annual base salary for a period of eighteen months after such termination. The agreement further provides that if Dr. Sonnier's duties and responsibilities are materially reduced or he is terminated without cause within one year of a change of control Dr. Sonnier may elect to terminate his employment agreement and continue to receive his base salary for a period of 18 months thereafter (or in one lump sum if such termination occurs prior to March 27, 2004).

Martin J. Stefanelli, our Chief Operating Officer, entered into an employment agreement with us on May 15, 2003. Mr. Stefanelli's employment agreement provides, among other things, for a base salary of $325,000 (effective March 1, 2004), subject to annual review, annual performance-based bonus compensation and a $75,000 signing bonus. Additionally, Mr. Stefanelli's employment agreement provides that if his employment is terminated by us without cause he shall be entitled to the continued payment of his annual base salary for a period of twelve months after such termination. The agreement further provides that Mr. Stefanelli shall be entitled to a lump sum bonus equal to his annual base salary upon a change in control.

David L. Redmond, our Chief Financial Officer, entered into an employment agreement with us on May 15, 2003. Mr. Redmond's employment agreement provides, among other things, for a base salary of $300,000 (effective March 1, 2004), subject to annual review, and annual performance-based bonus compensation. Additionally, Mr. Redmond's annual bonus for 2003 is guaranteed to be at least $75,833. Mr. Redmond's employment agreement provides that, if his employment is terminated by us without cause he shall be entitled to the continued payment of his annual base salary and bonus for a period of 24 months after such termination. The agreement further provides that Mr. Redmond shall be entitled to a lump sum bonus equal to his annual base salary and bonus upon a change of control. In addition, if following a change of control we require Mr. Redmond to be based more than 30 miles from his current office, or materially reduce his duties and responsibilities, Mr. Redmond can elect to terminate his employment agreement and we must continue to pay him his base salary for 24 months thereafter.

Jeffrey A. Mossler, M.D., our Chief Medical Officer, entered into an employment agreement with us on April 25, 2003. Dr. Mossler's employment agreement provides, among other things, for a base salary of $450,000, subject to annual review and annual performance-based bonus compensation. Additionally, Dr. Mossler's employment agreement provides that if his employment is terminated by us without cause he shall be entitled to the continued payment of his annual base salary for a period of twelve months after such termination. The agreement further provides that Dr. Mossler shall be entitled to a lump sum bonus equal to his annual base salary upon a change of control. If a change of control occurs prior to March 27, 2004 and Dr. Mossler's employment is thereafter terminated, he shall also be entitled to an additional lump sum payment equal to his base salary.

James C. New. On January 21, 2004, we entered into a separation agreement with James C. New. The separation agreement evidences the terms of Mr. New's retirement as our Chief Executive Officer

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effective as of February 1, 2004. Mr. New's separation agreement provides, among other things, for a severance payment of $1,250,000 payable in twelve equal monthly installments, commencing on February 1, 2004. Mr. New has the right under his stock option agreements to purchase up to 1,455,640 shares of common stock of our parent at a purchase price of $6.00 per share. Subject to the terms of our parent's agreements with financing sources, Mr. New has the right under his stock option agreements to require our parent to repurchase some or all of such shares, during an 18-month period commencing six months after the date of his purchase of such shares. The required repurchase price for any such shares is equal to the fair market value of the shares on the date Mr. New provides notice of his election to require the repurchase.

Stock Option Plan

        Our parent has adopted a 2003 Stock Option and Restricted Stock Purchase Plan, which we refer to as the stock option plan. The total number of shares of common stock for which options or awards may be granted under the stock option plan are 7,668,736 shares of our parent's common stock. Shares of common stock relating to expired or terminated options may again be subject to an option or award under the stock option plan, subject to any limitation required by the United States Internal Revenue Code of 1986, as amended, or the Code. The 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 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 administers the stock option plan. If no such committee is appointed, the board of directors serves as the administrator and has all authority and obligations under the stock option plan. The administrator has 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, are not transferable other than by will or the laws of descent and distribution and are not 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 stock option plan will terminate in March 2013, but the board of directors of our parent may terminate the 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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        The following table presents information regarding options granted to our named executive officers during fiscal 2003 to purchase shares of our parent's common stock:

Option Grants In Fiscal 2003

							Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term ($)(1)
Name	Number of Securities Underlying Options Granted	Percent of Total Options Granted to Employees in Year		Exercise Price per Share		Expiration Date
							5%	10%
James C. New	3,195,307	5.0	%	$	6.00	3/27/13	958,592	1,917,184
Joseph A. Sonnier, MD	958,592	1.5	%	$	6.00	3/27/13	287,578	575,155
David L. Redmond	1,118,362	1.75	%	$	6.00	6/1/13	335,509	671,017
Martin J. Stefanelli	766,874	1.2	%	$	6.00	6/15/13	230,062	460,124
Jeffery A. Mossler, MD	479,296	.75	%	$	6.00	3/27/13	143,789	287,578

(1)

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.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information as of January 30, 2004, with respect to the beneficial ownership of our parent's common stock by (i) our 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 or more of our outstanding shares of common stock. Beneficial ownership is defined in accordance with rules adopted by the SEC and includes shares subject to stock options if exercisable on Janaury 30, 2004 or within 60 days thereafter.

Name of Beneficial Owner (1)	Shares Beneficially Owned		Percent Beneficially Owned
Welsh, Carson, Anderson & Stowe	54,094,939	(2)	96.2	%
Co-Investment Partners, L.P.	3,333,334	(3)	5.9
James C. New	3,195,307		5.7
Joseph A. Sonnier, M.D.	200,051	(4)	*
David L. Redmond	0	(5)	*
Martin Stefanelli	0	(6)
Jeffrey A. Mossler, M.D.	95,859	(7)	*
D. Scott Mackesy	12,341	(8)	*
Paul B. Queally	83,330	(9)	*
Raymond Ranelli	0
C. Arnold Renschler, M.D.	10,333	(10)	*
Sean M. Traynor	1,667	(11)	*
All directors and executive officers as a group	403,581	(12)	*

*

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) 46,055,632 shares held by WCAS IX over which WCAS IX 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 1,405,472 shares held by individuals who are general partners of WCAS IX Associates LLC, the sole general partner of WCAS IX, 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 WCAS IX, and (D) an aggregate of 6,633,835 shares held by entities who are limited partners of WCAS IX or who are affiliates of such limited partners over which WCAS IX has sole voting power, including the shares held by Co- Investment Partners, L.P. WCAS IX Associates LLC, the sole general partner of WCAS IX, and the individuals who serve as general partners of WCAS IX Associates LLC, including Paul B. Queally, D. Scott Mackesy and Sean M. Traynor, may be deemed to beneficially own the shares beneficially owned by WCAS IX. 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, D. Scott Mackesy and Sean M. Traynor, 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.

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(3)

The address of Co-Investment Partners, L.P. is 660 Madison Avenue, 23^rd floor, New York, New York 10021. WCAS IX has sole voting power with respect to all shares held by Co-Investment Partners, L.P.

(4)

Includes 191,718 shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 766,874 shares subject to unexercisable stock options.

(5)

Includes no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 1,118,362 shares subject to unexercisable stock options.

(6)

Includes no shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 766,874 shares subject to unexercisable stock options.

(7)

Includes 95,859 shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 383,437 shares subject to unexercisable stock options.

(8)

Includes 12,341 shares over which Mr. Mackesy has sole voting and investment power. Does not include 46,055,632 shares owned by WCAS IX 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 WCAS IX and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by WCAS IX and WCAS Capital Partners III, L.P. Mr. Mackesy disclaims beneficial ownership of such shares.

(9)

Includes 83,830 shares over which Mr. Queally has sole voting and investment power. Does not include 46,055,632 shares owned by WCAS IX 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 WCAS IX and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by WCAS IX and WCAS Capital Partners III, L.P. Mr. Mackesy disclaims beneficial ownership of such shares.

(10)

Includes 2,000 shares subject to stock options which are exercisable or become exercisable within 60 days. Does not include 8,000 shares subject to unexercisable stock options.

(11)

Includes 1,667 shares over which Mr. Traynor has sole voting and investment power. Does not include 46,055,632 shares owned by WCAS IX or 1,432,313 shares owned by WCAS Capital Partners III, L.P. Mr. Traynor, as a general partner of each of the respective sole general partners of WCAS IX and WCAS Capital Partners III, L.P. may be deemed to beneficially own the shares beneficially owned by WCAS IX and WCAS Capital Partners, L.P. Mr. Traynor disclaims ownership of such shares.

(12)

Includes 287,577 shares subject to stock options which are exercisable within 60 days. Does not include 46,055,632 shares owned by WCAS IX or 1,432,313 shares owned by WCAS Capital Partners III, L.P. Mr. Queally, Mr. Mackesy and Mr. Traynor, each, as a general partner of each of the respective sole general partners of WCAS IX and WCAS Capital Partners III, L.P., may be deemed to beneficially own the shares beneficially owned by WCAS IX and WCAS Capital Partners III, L.P. Mr. Queally, Mr. Mackesy and Mr. Traynor each disclaim beneficial ownership of such shares.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The March 2003 Transaction

        On December 8, 2002, we entered into a merger agreement which contemplated our merger with Amy Acquisition Corp., a wholly-owned subsidiary of AmeriPath Holdings, Inc. Amy Acquisition Corp. and AmeriPath Holdings, Inc. were each formed at the direction of Welsh, Carson, Anderson & Stowe. We completed the merger and became a wholly-owned subsidiary of AmeriPath Holdings, Inc., our parent, on March 27, 2003. Upon consummation of the March 2003 Transaction, Welsh, Carson, Anderson & Stowe IX, L.P., or WCAS IX, and its related investors owned all of our parent's outstanding common stock.

        The funds necessary to consummate the March 2003 Transaction were approximately $804.0 million, including approximately $629.6 million to pay the then current stockholders and option holders of AmeriPath, other than WCAS IX and its affiliates, all amounts due to them under the merger agreement, approximately $127.5 million to refinance existing indebtedness and approximately $46.9 million to pay related fees and expenses. Prior to the merger, the 1,534,480 shares of AmeriPath common stock then owned by WCAS IX and its affiliates were contributed to our parent in exchange for shares of its common stock. Upon consummation of the merger, those shares were cancelled without payment of any merger consideration. The March 2003 Transaction was financed by:

•

a cash common equity investment in our parent by WCAS IX and its related equity investors of $296.2 million, which funds were contributed by to us by our parent,



•

the borrowing by us of $225.0 million in term loans under our senior credit facility, and



•

the issuance of $275.0 aggregate principal amount of the initial notes.

        In addition, concurrently with the consummation of the March 2003 Transaction on March 27, 2003, our parent issued to WCAS Capital Partners III, L.P., or WCAS CP III, an investment partnership affiliated with WCAS IX, $67.0 million in principal amount of our parent's senior subordinated notes and 1,432,313 shares of our parent's 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 used from time to time to fund future payments under our contingent notes relating to acquisitions completed prior to the consummation of the March 2003 Transaction. The lenders under our senior credit facility have a first-priority security interest in all funds held in such cash collateral account. See "Descriptions of Certain Other Indebtedness—Description of our Parent's Senior Subordinated Notes" and "Contingent Notes and the Cash Collateral Account."

Investor Agreements and Arrangements

        In connection with their investment in our parent, WCAS IX, WCAS CP III, 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 a registration rights agreement with our parent prior to the completion of the March 2003 Transaction. Pursuant to the stock subscription agreement, the Welsh Carson investors purchased shares of our parent's common stock for an aggregate purchase price of approximately $293.8 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 CP III 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 our 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 registration rights

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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. In addition, a designee of WCAS IX received a one-time fee of $8.5 million and we reimbursed WCAS IX and its affiliates for their out-of-pocket expenses in connection with the March 2003 Transaction.

Management Agreement

        In connection with the March 2003 Transaction, our parent entered into a management agreement with WCAS Management Corporation, an affiliate of WCAS IX, pursuant to which WCAS Management Corporation provided management and financial advisory services to our parent and its subsidiaries, including us. WCAS Management Corporation receives 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.

Recent Offering; Welsh, Carson Redemption

        On July 24, 2003 our parent consummated a private placement of 710,648 shares of its common stock to physicians and other selected employees of our company at a price of $6.00 per share, the price per share paid by WCAS IX in connection with the March 2003 Transaction. The gross proceeds of $4,263,888 from such offering were used by our parent to redeem 710,648 shares of our parent's common stock then held by WCAS IX at a redemption price of $6.00 per share.

Separation Agreement

        On January 21, 2004 we entered into a separation agreement with James C. New. The separation agreement evidences the terms of Mr. New's retirement as our Chief Executive Officer effective as of February 1, 2004. Mr. New's separation agreement provides, among other things, for a severance payment of $1,250,000 payable in twelve equal monthly installments, commencing on February 1, 2004. Mr. New has the right under his stock option agreements to purchase up to 1,455,640 shares of common stock of our parent at a purchase price of $6.00 per share. Subject to the terms of our parent's agreements with financing sources, Mr. New has the right under his stock option agreements to require our parent to repurchase some or all of such shares, during an 18-month period commencing six months after the date of his purchase of such shares. The required repurchase price for any such shares is equal to the fair market value of the shares on the date Mr. New provides notice of his election to require the repurchase.

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. Paul B. Queally, D. Scott Mackesy and Sean M. Traynor, each of whom is one of our directors, are member of the board of directors of LabOne.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

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

Description of our Senior Credit Facility

General

        In connection with the March 2003 Transaction, we entered into our senior credit facility with a syndicate of financial institutions and lenders, providing for a $225.0 million term loan facility with a maturity of seven years and a $65.0 million revolving loan facility with a maturity of six years. The proceeds of the term loans, together with other sources of funds, were used to finance the March 2003 Transaction. In connection with the offering of the old notes, we prepaid the term loans in full and entered into an amendment to our senior credit facility providing, among other things, for a new $125.0 million term loan facility and the amending of certain covenants and mandatory prepayment provisions. Set forth below is a summary of the terms of our senior credit facility.

        Our senior credit facility provides for senior secured financing of up to $190.0 million, consisting of

•

a $125.0 million term loan facility with a maturity date of March 27, 2010, 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, with a maturity date of March 27, 2009.

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

        Proceeds of revolving loans and swingline loans and the issuance of letters of credit 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 senior 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% plus 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 currrently a percentage per annum equal to (1) 2.00% for alternate base rate term loans, (2) 3.00% 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 execution of the amendment to the agreement governing our senior credit facility, the applicable margin percentage under our senior credit 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 senior credit facility requires mandatory prepayments of term loans in amounts equal to:

•

100% of the net cash proceeds from asset sales which are not reinvested by us within a specified period,



•

50% of the net cash proceeds from the issuance of equity securities by us or our parent, (excluding certain equity issuances),



•

100% of the net cash proceeds from the issuance of debt securities by us or our parent (excluding certain debt issuances), and



•

50% of our annual excess cash flow.

        Voluntary prepayments of loans under our senior 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 senior credit facility requires scheduled quarterly payments on the term loans in amounts equal to $312,500 on each of March 31, June 30, September 30, December 31 from June 30, 2004 through March 31, 2009, with the balance paid in four equal quarterly installments thereafter.

Collateral and Guarantors

        Indebtedness under our senior 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 senior credit facility is secured by the restricted cash held in the cash collateral account established in connection with the consummation of the March 2003 Transaction. See "Contingent Notes and the Cash Collateral Account."

Restrictive Covenants and Other Matters

        Our senior 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 senior leverage ratio test, which financial covenants become more restrictive over time. In addition, our senior 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,



•

prepay, redeem or purchase certain indebtedness including the notes,

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•

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 our parent's senior subordinated notes is the lesser of (x) $10.0 million and (y) the amount, if any, of additional consolidated fixed charges that we could have incurred during the preceding fiscal year while remaining in compliance with the fixed charge coverage ratio test set forth in our credit facility.

        Our senior 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 senior credit facility to be in full force and effect and change of control. If such an event of default occurs, the lenders under our senior credit facility are entitled to take various actions, including the acceleration of amounts due under our senior credit facility and all actions permitted to be taken by a secured creditor.

Description of our Parent's Senior Subordinated Notes

        Concurrently with the March 2003 Transaction, 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 of its common stock, for an aggregate purchase price of $67.0 million. The proceeds from this issuance were deposited into a cash collateral account as described under "Contingent Notes and the Cash Collateral Account." Our parent's senior subordinated notes will mature on March 27, 2014.

        Our senior 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 our Senior Credit Facility" and "Description of the Exchange Notes—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 will be multiplied by 1.2 and added to the outstanding principal amount of our parent's senior subordinated notes (with the result that such unpaid interest will have accrued at an effective rate of 12% instead of 10%). 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 senior 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 the holding company 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

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Account." Our parent's senior subordinated notes are subordinate in right of payment to our parent's guaranty of our senior credit facility on the terms set forth in our parent's senior subordinated notes.

Description of Existing Senior Subordinated Notes

        As part of the March 2003 Transaction, on March 27, 2003, we issued $275.0 million aggregate principal amount of 10¹/2% Senior Subordinated Notes due 2013, which we refer to as the initial notes. The proceeds from the initial notes, together with proceeds from borrowings under our senior credit facility and an equity contribution made by our parent were used to finance the March 2003 Transaction. On June 30, 2003, we exchanged substantially all of the initial notes for $274,985,000 of new 10¹/2% Senior Subordinated Notes due 2013, which we refer to herein as the initial exchange notes, with substantially identical terms that were registered under the Securities Act and are freely transferable. The exchange notes, together with any old notes not exchanged in the exchange offer, the initial exchange notes and any initial notes that remain outstanding, will constitute a single class of debt securities under the indenture. See "Certain Relationships and Related Transactions—the March 2003 Transaction" and "Description of the Exchange Notes."

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DESCRIPTION OF THE EXCHANGE NOTES

        The old notes were issued as additional notes under the indenture (the "Indenture") dated as of March 27, 2003, among the Company, each of the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). On March 27, 2003, we issued $275.0 million aggregate principal amount of our 10¹/2% Senior Subordinated Notes due 2013 under the Indenture, and we subsequently exchanged substantially all of these notes for publicly-registered notes with identical terms. 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 registration rights. The terms of the notes include those stated in the Indenture and those made part of the Indenture by references to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The old notes and the notes previously issued under the Indenture (the "Existing Notes"), together with the exchange notes, will be treated as a single class of debt securities under the Indenture, including for purposes of determining whether the required percentage of noteholders have given their approval or consent to an amendment or waiver or joined in directing the Trustee to take certain actions on behalf of all noteholders. For purposes of this description, unless the context otherwise requires, references to the "Notes" includes the Exchange Notes, the Notes previously issued under the Indenture and any Additional Notes (as defined below).

        Certain terms used in this description are defined under the subheading "—Certain Definitions". In this description, the word "Company" refers only to Ameripath, Inc., but not to any of its subsidiaries.

        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 the Exchange Notes. You may request copies of the Indenture at our address set forth under the heading "Prospectus Summary—Additional Information".

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 equal in right of payment with the Existing Notes and any of the Company's future senior subordinated obligations;



•

are guaranteed by each Subsidiary Guarantor; and



•

are subject to registration with the SEC pursuant to the Registration Rights Agreement.

Principal, Maturity and Interest

        The Company has issued the Notes with an aggregate principal amount of $350.0 million. The Company will issue the Exchange 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 as the Notes and the Existing Notes (the "Additional Notes"); provided, however, that no Additional Notes may be issued unless such Additional Notes are fungible with the Notes previously issued under the Indenture for U.S. federal income tax purposes. The Notes, the Additional Notes, if any, and the

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Existing Notes will be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.

        Interest on the Notes will accrue at the rate of 10¹/2% per annum and will be payable semiannually in arrears on April 1 and October 1. The first interest payment with respect to the Notes will be April 1, 2004. We will make each interest payment to the holders of record of the 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 the Notes will accrue from October 1, 2003, the last payment date in respect of the Existing Notes. 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 the Notes (which includes the Exchange Notes, the Existing Notes and 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 the Notes, the Existing Notes and Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes the Notes, the Existing Notes and 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 the Notes, the Existing Notes and 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.

Guaranties

        Each of the Subsidiary Guarantors has jointly and severally guaranteed, on a senior subordinated basis, our obligations under the 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 guaranteed 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;



(2)

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

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(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, 2003, on an as adjusted basis giving effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the notes:

(1)

the Company's Senior Indebtedness would have been approximately $130 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 $130 million, virtually all of which would have been secured indebtedness. Almost all of the Senior Indebtedness of the Subsidiary Guarantors consists of their respective guaranties 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 will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of such non-guarantor subsidiaries.

        At December 31, 2003, on an as adjusted basis giving effect to the refinancing of the term loan outstanding under our senior credit facility and the issuance of the notes, 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".

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.

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        We and the Subsidiary Guarantors agree 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 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

99

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 will be 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.

        The terms of the subordination provisions described above will 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."

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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 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

101

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 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

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contain any covenants or provisions that may afford holders of the Notes protection in the event of a highly leveraged transaction.

        The Credit Agreement will provide 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.

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

103

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



(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 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;

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(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 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) 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.

        (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.

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        (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 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

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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 will 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;



(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,

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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 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 March 2003 Transaction 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

108

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;



(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

109

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



(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 will not be 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.

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        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.

        (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

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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;



(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.

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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 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;

113

(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) will 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 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 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 will 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.

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        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 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

115

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";



(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

116

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;



(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

117

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.

        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 Guaranties, or to secure the Notes;

118

(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 will be issued in registered form and will be 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 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.

119

        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 to be 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 will be 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 will 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 will be 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 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;

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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", "—Certain Covenants—Limitation on Affiliate Transactions" and "—Certain Covenants—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;



(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

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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 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,

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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 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

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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;



(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

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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 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 dated as of March 27, 2003, by and among Parent, the Company, 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

125

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 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.

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        "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 March 2003 Transaction that are paid or otherwise accounted for within 90 days of the consummation of the March 2003 Transaction;

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.

"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.

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        "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.

        "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

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(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 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.

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        "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 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.

        "March 2003 Transaction" 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.

        "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

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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.

        "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.

        "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;

131

(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;



(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

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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.

        "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.

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        "Registration Rights Agreement" means the Registration Rights Agreement dated February 17, 2004, by and among the Company, the Subsidiary Guarantors and Credit Suisse First Boston LLC, 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 (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.

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        "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;



(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 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

135

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 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

136

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.

        "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.

        "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.

        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. 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 $114.1 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. In 2003, we made contingent note payments, including interest, aggregating $37.0 million.

        We intend to fund future payments under our contingent notes relating to acquisitions completed prior to the March 2003 Transaction from contributions made to us by our parent out of the funds from the remaining cash collateral account balance. If, however, the acquired operations in respect of which such 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 all our 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 senior 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 last of the payments from the contingent note cash collateral account will be payable in 2008 when the last of the contingent notes issued prior to the March 2003 Transaction matures.

Cash Collateral Account

        Concurrently with the consummation of the March 2003 Transaction, our parent issued to WCAS Capital Partners III, L.P. $67.0 million in principal amount of our parent's senior subordinated notes and an agreed-upon number of shares of its common stock, for an aggregate purchase price of

138

$67.0 million. See "Description of Certain Other Indebtedness—Description of Our Parent's Senior Subordinated Notes." The proceeds from these transactions were deposited into a cash collateral account with the collateral agent. Such cash is being held by the collateral agent subject to a first-priority security interest in favor of the lenders under our senior credit facility. See "Description of Certain Other Indebtedness—Description of our Senior Credit Facility." As of December 31, 2003, the cash collateral account had a remaining balance of $58.4 million.

        So long as no default under our senior 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 contingent notes issued prior to the March 2003 Transaction 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.

        Following the execution of the amendment to our senior credit facility, we expect that the senior credit facility will provide that upon the payment in full of all principal and interest on our contingent notes issued prior to the March 2003 Transaction, 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 4.00 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 4.00 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.

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

139

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.

        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 (i.e., 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. This discussion assumes that:

•

the exchange notes are properly characterized as debt for U.S. federal income tax;



•

the exchange notes are not convertible;



•

the exchange notes cannot be integrated with any other financial instrument;



•

a substantial amount of the exchange notes will be issued for money; and



•

the exchange notes are not payable in our stock or in the stock or interests of a party related to us.

        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, 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 exchange 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 advisor as to the tax consequences of the partnership purchasing, owning and disposing of the exchange notes.

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE TAX CONSEQUENCES DISCUSSED BELOW TO

141

THEIR PARTICULAR SITUATIONS AS WELL AS THE APPLICATION OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS, INCLUDING GIFT AND ESTATE TAX LAWS.

The Exchange

        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, 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 exchange 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 as 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.

        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

142

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, a United States holder acquires a note at a premium if the holder's basis in the note immediately after its acquisition by the holder exceeds the sum of all amounts payable on the note after the acquisition date (other than stated interest). A United States Holder generally may elect to amortize the bond premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under its regular method of accounting. The notes are subject to call provisions at our option at various times, as described under "Description the Exchange of 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 use of the call date (in lieu of the standard maturity date) results in a smaller amortizable bond premium for the period ending on the call date. If such holder does not elect to amortize bond premium, that premium will decrease the gain or increase the loss it would have otherwise recognized on disposition of these notes had it so elected. An election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by the 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.

THE RULES GOVERNING AMORTIZABLE BOND PREMIUM ARE COMPLICATED AND UNITED STATES HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THESE RULES

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 amortizable bond premium that has been amortized, and less any amounts treated as a return of pre-issuance interest (as discussed above) 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 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) generally are 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,



•

is notified by the IRS that it has failed to properly report payments of interest or dividends, or

143

•

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, 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.

        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 generally not 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

144

are met, in which case such holder may have to pay a U.S. federal income tax (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 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.

        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.

145

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

        Certain legal matters in connection with this exchange offer will be passed upon for us by Ropes & Gray LLP, New York, New York.

EXPERTS

        The consolidated financial statements of AmeriPath, Inc., as of December 31, 2003, and for the period from January 1, 2003 through March 27, 2003 and for the period from March 28, 2003 through December 31, 2003 and as of 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.

        The consolidated statements of operations, stockholder's equity, and cash flows for the year ending December 31, 2001 included in this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report appearing herein and elsewhere in the registration statement (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 instruments), and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

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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.

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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, 2002 and 2003	F-4
		Consolidated Statements of Operations for the years ended December 31, 2001, 2002 and 2003	F-5
		Consolidated Statements of Stockholder's Equity for the years ended December 31, 2001, 2002 and 2003	F-6
		Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2002 and 2003	F-7
		Notes to Consolidated Financial Statements	F-8

F-1

Report of Ernst & Young Independent Auditors

To the Board of Directors and Stockholder of AmeriPath, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of AmeriPath, Inc. and subsidiaries (the "Company") as of December 31, 2003 and its predecessor as of December 31, 2002, and the related consolidated statements of income, stockholder's equity, and cash flows of the Company for the period from March 28, 2003 through December 31, 2003 and of its predecessor for the period from January 1, 2003 through March 27, 2003 and for the year ended December 31, 2002. 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 audits.

We conducted our audits in accordance with 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 audits provide 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, 2003 and its predecessor as of December 31, 2002, and the consolidated results of operations and cash flows of the Company for the period from March 28, 2003 through December 31, 2003 and of its predecessor for the period from January 1, 2003 through March 27, 2003 and for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States.

As discussed in Note 2 to the financial statements, in 2002 the predecessor changed its method of accounting for goodwill.

/s/ ERNST & YOUNG LLP
West Palm Beach, Florida
March 17, 2004

F-2

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of AmeriPath, Inc.:

We have audited the consolidated statements of income, stockholder's equity, and cash flows of AmeriPath, Inc. and subsidiaries (the "Company") for the year ended December 31, 2001. 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 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of the Company's operations and its cash flows for the year 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.

/s/ Deloitte & Touche
Certified Public Accountants

Miami, Florida
February 22, 2002

F-3

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

			December 31,
			2002		2003
			(Predecessor)		(Successor)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	964	$	23,536
	Restricted cash			8,453		12,825
	Accounts receivable, net			90,886		81,595
	Inventories			1,823		1,903
	Income tax receivable			7,596		1,384
	Deferred tax asset, net			9,149		13,331
	Other current assets			5,237		4,469
		Total current assets		124,108		139,043
PROPERTY AND EQUIPMENT, NET				26,126		27,103
OTHER ASSETS:
	Goodwill, net			277,337		532,875
	Identifiable intangibles, net			275,219		186,560
	Other			5,670		27,172
		Total other assets		558,226		746,607
TOTAL ASSETS			$	708,460	$	912,753
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$	42,589	$	40,314
	Accrued interest			181		7,318
	Current portion of long-term debt			433		3,450
	Other current liabilities			5,491		1,873
		Total current liabilities		48,694		52,955
LONG-TERM LIABILITIES:
	Long-term debt			115,820		489,008
	Other liabilities			13,176		17,232
	Deferred tax liabilities, net			79,444		14,883
		Total long-term liabilities		208,440		521,123
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
	Common stock, $.01 par value, 60,000 (predecessor) and 100 shares authorized, 30,673 (predecessor) and 100 shares issued and outstanding at December 31, 2002 and 2003, respectively			307		1
	Additional paid-in capital			321,658		334,820
	Retained earnings			129,361		3,854
		Total stockholder's equity		451,326		338,675
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY			$	708,460	$	912,753

See accompanying notes to consolidated financial statements.

F-4

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

			Predecessor
												Successor
			Years Ended December 31,						Period from January 1, 2003 through March 27, 2003
												Period from March 28, 2003 through December 31, 2003
			2001			2002
NET REVENUES:
	Net patient service revenue		$	387,384		$	453,650		$	113,478		$	348,134
	Net management service revenue			31,348			25,168			5,479			17,912
		Total net revenues		418,732			478,818			118,957			366,046
OPERATING COSTS & EXPENSES:
	Cost of Services:
		Net patient service revenue		178,760			223,695			58,797			178,463
		Net management service revenue		21,342			14,878			3,348			11,308
	Total cost of services			200,102			238,573			62,145			189,771
	Selling, general and administrative expenses			71,856			84,868			21,726			65,579
	Provision for doubtful accounts			48,287			58,170			14,997			56,376
	Amortization expense			18,659			11,389			3,107			8,352
	Merger-related charges			7,103			2,836			10,010			2,404
	Restructuring costs			—			—			1,196			2,044
	Asset impairment and related charges			3,809			2,753			—			425
		Total operating costs and expenses		349,816			398,589			113,181			324,951
INCOME FROM OPERATIONS:				68,916			80,229			5,776			41,095
OTHER INCOME (EXPENSE):
	Interest expense			(16,350	)		(4,016	)		(1,180	)		(34,469	)
	Termination of interest rate swap agreement			(10,386	)		—			—			—
	Write-off of Genomics investment			—			(1,000	)		—			—
	Write-off of deferred financing costs			(1,574	)		—			(957	)		—
	Other income, net			145			548			33			318
		Total other expense, net		(28,165	)		(4,468	)		(2,104	)		(34,151	)
INCOME BEFORE INCOME TAXES				40,751			75,761			3,672			6,944
PROVISION FOR INCOME TAXES				17,399			31,120			2,131			3,090
NET INCOME			$	23,352		$	44,641		$	1,541		$	3,854

See accompanying notes to consolidated financial statements.

F-5

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(in thousands)

		Common Stock
					Additional Paid-in Capital		Retained Earnings		Accumulated Comprehensive (Loss) Income
		Shares	Amount									Total
Predecessor:
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	—		—		—		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	—		—		—		—		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	—		—		—		44,641		—			44,641
BALANCE, DECEMBER 31, 2002		30,673		307		321,658		129,361		—			451,326
	Exercise of options and warrants	19		—		268		—		—			268
	Tax benefit from stock options	—		—		40		—		—			40
	Net income for the period from January 1, 2003 through March 27, 2003	—		—		—		1,541		—			1,541
BALANCE, MARCH 27, 2003		30,692	$	307	$	321,966	$	130,902	$	—		$	453,175
Successor:
	Capitalization of successor company at March 28, 2003	100	$	1	$	319,666	$	—	$	—		$	319,667
	Contingent note proceeds	—		—		15,154		—		—			15,154
	Net income for the period from March 28, 2003 through December 31, 2003	—		—		—		3,854		—			3,854
BALANCE, DECEMBER 31, 2003		100	$	1	$	334,820	$	3,854	$	—		$	338,675

See accompanying notes to consolidated financial statements.

F-6

AMERIPATH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

					Predecessor									Successor
					Years Ended December 31,						Period from January 1, 2003 through March 27, 2003			Period from March 28, 2003 through December 31, 2003
					2001			2002
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income				$	23,352		$	44,641		$	1,541		$	3,854
	Adjustments to reconcile net income to net cash provided by operating activities
		Depreciation				6,601			7,603			2,130			6,673
		Amortization				19,074			11,641			3,169			10,317
		Loss (gain) on disposal of assets				110			(25	)		(2	)		39
		Gain on sale of managed practice				—			(254	)		—			—
		Deferred income taxes				(6,608	)		5,323			—			2,603
		Provision for doubtful accounts				48,287			58,170			14,997			56,376
		Asset impairment and related charges				3,809			2,753			—			425
		Write-off of Genomics investment				—			1,000			—			—
		Write-off of deferred financing costs				1,574			—			957			—
		Acquisition and merger-related charges				7,103			2,836			10,010			2,404
		Termination of interest swap agreement				10,386			—			—			—
		Changes in assets and liabilities (net of effect of acquisitions)
			Increase in accounts receivable			(59,174	)		(65,184	)		(19,607	)		(42,252	)
			(Increase) decrease in inventories			(486	)		69			42			(122	)
			Decrease (increase) in other current assets			58			(9,321	)		1,321			5,665
			(Decrease) increase in accrued interest			(1,024	)		(157	)		(155	)		7,292
			Increase (decrease) in other assets			(801	)		61			139			(1,815	)
			Increase in accounts payable and accrued expenses			1,905			10,329			10,108			(7,210	)
		Merger-related charges paid				(6,139	)		(376	)		—			—
				Net cash provided by operating activities		48,027			69,109			24,650			44,249
CASH FLOWS FROM INVESTING ACTIVITIES
	Acquisitions of property and equipment					(7,773	)		(8,744	)		(2,553	)		(6,750	)
	Cash paid for acquisitions and acquisition costs, net of cash acquired					(5,045	)		(43,970	)		(702	)		(4,120	)
	Acquisition and merger-related charges paid					(625	)		(2,399	)		(642	)		(13,544	)
	Proceeds from sale of managed practice					—			2,700			—			—
	Increase in restricted cash					(1,600	)		(6,853	)		(15	)		(4,357	)
	Payments of contingent notes					(36,101	)		(39,856	)		(21,879	)		(15,154	)
				Net cash used in investing activities		(51,144	)		(99,122	)		(25,791	)		(43,925	)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from exercise of stock options and warrants					3,427			2,293			268			—
	Debt issuance costs					(560	)		(221	)		—			(22,834	)
	Net borrowings (payments) on long-term debt and capital leases					(1,129	)		(215	)		(131	)		756
	Proceeds from term loan facility					90,000			23,190			—			225,000
	Payments on former credit facility					—			—			—			(113,190	)
	Repayments under term loan facility					—			—			—			(11,687	)
	Proceeds from senior debt offering					—			—			—			275,000
	Equity investment by parent					—			—			—			296,222
	Contingent note proceeds					—			—			—			15,154
	Purchase of common stock and outstanding options					—			—			—			(629,554	)
	Transaction costs					—			—			—			(11,655	)
	Net payment under former credit facility					(197,216	)		—			—			—
	Termination of interest swap agreement					(10,386	)		—			—			—
	Tax benefit from exercise of stock options					3,971			2,722			40			—
	Proceeds from secondary offering					115,800			—			—			—
				Net cash provided by financing activities		3,907			27,769			177			23,212
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS						790			(2,244	)		(964	)		23,536
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD						2,418			3,208			964			—
CASH AND CASH EQUIVALENTS, END OF PERIOD					$	3,208		$	964		$	—		$	23,536
SUPPLEMENTAL NON-CASH TRANSACTIONS
Contingent stock issued					$	822		$	822		$	—		$	—
Stock issued in connection with the acquisitions						2,153			1,658			—			—
Rollover of Welsh, Carson, Anderson & Stowe IX, L.P. ("WCAS") equity						—			—						23,445
Property and equipment acquired pursuant to capital leases						—			—			444			12
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during period for interest						17,295			3,888			552			25,761
Cash paid during period for income taxes						21,001			31,984			892			2,462

See accompanying notes to consolidated financial statements.

F-7

AMERIPATH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, unless otherwise indicated)

Note 1. Business and Organization

        AmeriPath, Inc. and subsidiaries ("Ameripath" or 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 36 satellite laboratories, and provides inpatient diagnostic and medical director services at more than 200 hospitals. Our services are performed by over 400 pathologists.

        On December 8, 2002, AmeriPath Holdings, Inc. ("Holdings"), formerly 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. The Company refers to the merger as the "March 2003 Transaction" (see Note 3). References herein to our "predecessor" refer to the activities, financial position and results of operations of Ameripath prior to the March 2003 Transaction.

        Amy Holding Company and Amy Acquisition Corp. were Delaware corporations formed at the direction of Welsh, Carson, Anderson and Stowe IX ("WCAS"). WCAS, its related investors and several employees of the Company own 100% of the outstanding common stock of Holdings.

        Our predecessor was incorporated in February 1996 and since that time built its business by completing over 50 acquisitions of anatomic pathology laboratories and operations and through internal growth. On November 30, 2000, our predecessor merged with Pathology Consultants of America, Inc., also known as Inform DX. The Inform DX merger was accounted for as a pooling of interests.

        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

F-8

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 their 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 Issue No. 97-2, Physician Practice Management Entities and Certain Other Entities with Contractual Management Agreements ("EITF 97-2"), Financial Accounting Standards Board ("FASB") Statement No. 94 and Accounting Pronouncements Board ("APB") Opinion No. 16, the financial 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 ("managed operations"). 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 AmeriPath has no controlling interest in these operations. Management service fees received pursuant to service agreements with these operations constituted approximately 5% of the Company's net revenues for the period from January 1 through March 27, 2003, and the period from March 28 through December 31, 2003.

Note 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, revenues 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

F-9

of receivables, establishing self-insurance 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, senior credit facility borrowings and senior subordinated notes. 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, 2002 and 2003, the entire $113.2 million and $213.3 million outstanding under the predecessor's and the Company's, respectively, senior credit facility borrowings bear interest at a variable market rate, and thus has a carrying amount that approximates fair value. The $275.0 million of senior subordinated notes outstanding as of December 31, 2003 were trading at a premium.

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 and 2003 consists of approximately $8.5 million and $12.8 million of premium revenue recorded by the predecessor's and the Company's, respectively, insurance captive to be used for future insurance claims and expenses. The insurance captive was formed in 2002.

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 is 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.

        Certain software development costs for internally developed software are capitalized in accordance with the provisions of Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, and are being amortized over 3 years. Amortization of capitalized software costs begins when the software is placed into service and is included in depreciation expense.

F-10

Intangible Assets

        As of December 31, 2003, we had net identifiable intangible assets and net goodwill of $186.6 million and $532.9 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.

        In September 2003, the Company finalized the recording of the fair value of the identifiable intangibles acquired and the amount of goodwill recorded as a result of the March 2003 Transaction. Fair value was determined based upon a valuation completed by an independent third-party valuation firm. As a result, in the third quarter of 2003, the Company recorded additional goodwill of approximately $12.4 million, recorded non-compete and employment agreements of $18.0 million, trade names of $27.2 million and payor contracts of $9.2 million. In addition, the Company also reduced the carrying value of its hospital contracts by $65.3 million, client lists by $70.8 million, and the carrying value of deferred taxes associated with previous acquisitions by $63.3 million. The change in the value of the Company's hospital contracts was primarily a result of changes in valuation assumptions that reflected lower projected profitability levels being received from these contracts, an increase in contributed capital as a result of an increase in the value of other separately identifiable intangibles and the utilization of a decay curve based on turnover statistics. Client lists were not valued because they did not meet the separability criteria as defined in EITF 02-17 Recognition of Customer Relationship Intangible Assets Acquired in a Business Combination. Prior to the March 2003 Transaction, the predecessor amortized hospital contracts over periods ranging from 25-40 years. As part of the valuation, the Company reviewed the lives of its intangible assets and estimated the remaining life of its hospital contracts to be 25 years and reduced the life of its management service agreements from 25 years to 20 years. The Company considered the effects of demand, competition, the expected useful life and other economic factors in determining the useful lives. The changes in the fair values of the Company's intangible assets as well as the changes in the estimated useful lives, discussed above, will reduce amortization expense in future periods by approximately $1.3 million annually.

        The predecessor adopted the provisions of Statement of Financial Accounting Standards "SFAS" No. 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 in the period incurred.

F-11

        The following unaudited pro forma summary presents the predecessor's net income as if it had been accounting for goodwill under SFAS 142 for all of 2001:

	2001
Reported net income	$	23,352
Addback goodwill amortization, net of tax		6,685
Adjusted net income	$	30,037

        Net income for 2002 and each of the periods in 2003 exclude the amortization of goodwill.

        During 2002, the predecessor identified certain triggering events that indicated a potential impairment of certain lab contracts and their corresponding intangible asset values. The predecessor recorded a pre-tax impairment charge of approximately $2.1 million, in accordance with SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" and such charge is included on the consolidated statement of income for the year ended December 31, 2002. During 2002, the predecessor also recorded a loss of $0.7 million related to the sale of a managed practice. During 2003, the Company sold its ownership interest in two hospital-based practices in Florida and recorded a pre-tax loss of $425,000 as a result.

Deferred Debt Issuance Costs

        On March 27, 2003, and in connection with our consummation of the March 2003 Transaction, the Company terminated its existing senior credit facility and entered into a new senior credit facility (the "New Credit Facility"). The write-off of the unamortized debt costs related to the former credit facility was approximately $1.0 million and is included on the consolidated statement of income of our predecessor for the three months ended March 27, 2003. Debt financing costs associated with the New Credit Facility have been capitalized and are being amortized on a straight-line basis over terms ranging from five to ten years. As of December 31, 2002 and 2003, gross amounts of $1.0 million and $22.8 million of debt financing costs, net of accumulated amortization of $0.3 and $1.9 million, respectively, are included in other assets in the consolidated balance sheets presented elsewhere herein.

Self Insured Claims Liability

        Effective July 1, 2002, the predecessor replaced its existing medical malpractice insurance coverage with third party insurance companies with a new self-insurance, or captive, arrangement. The predecessor entered into this self-insurance arrangement because of its inability to renew existing coverage at acceptable rates, which the predecessor believed to be an industry-wide situation. Under this self-insurance structure, the Company retains more risk for medical malpractice costs, including settlements and claims expense, than under previous coverages. While the predecessor obtained excess liability coverage for medical malpractice costs, there is no aggregate excess stop loss protection, meaning there is no aggregate limitation on the amount of risk the predecessor retains under these arrangements. The Company's medical malpractice costs are based on actuarial estimates of its medical malpractice settlement and claims expense and the costs of maintaining the captive insurance program and excess coverage. 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, in

F-12

addition to an actual increase in claims or related expenses, a change in the actuarial assumptions could materially affect the Company's results of operations in a particular period, even if the Company does not experience an actual increase in claims or related expenses. As of December 31, 2002 and 2003, $2.5 million and $5.4 million, respectively, of estimated loss reserves were accrued, based on actuarial estimates and a discount rate of 5% to cover existing claims filed. In addition, the Company has accrued incurred but not reported ("IBNR") costs of $9.7 million as of December 31, 2003 to cover future IBNR claims, which are based on actuarial estimates, utilizing a discount rate of 5.0%. As of December 31, 2002, the Company had accrued IBNR costs of $7.9 million.

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. Provisions 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 the owned practices, net of allowances, as of December 31, 2002 and 2003 amounted to approximately $10.6 million and $11.0 million, respectively, and are included in accounts receivable, net on the accompanying 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 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 December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS No. 148"). The provisions of SFAS No. 148 amended SFAS 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, and 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

F-13

interim financial statements. SFAS No. 148 does not amend SFAS No. 123 to require 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 No. 123 or the intrinsic value method described in Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"). The Company has elected to follow APB No. 25 and related interpretations in accounting for its employee stock options. The Company also follows the disclosure provisions required by SFAS No. 123, "Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure".

        As part of the March 2003 Transaction, all predecessor options that were outstanding at March 27, 2003 were repurchased by the Company. During 2003, Holdings granted approximately 7.6 million options to purchase shares of Holdings common stock to certain directors and employees of the Company. The options were granted with an exercise price of $6.00 per share and most vest ratably over 5 years. Because Holdings is the principal shareholder in the Company, FASB Financial Interpretation No. (FIN) 44, "Accounting for Certain Transactions Involving Stock Compensation", requires that the Company account for option grants in Holdings stock as if the Company itself granted such options. No expense has been incurred related to these options since the exercise price of all such grants exceeded the fair value of Holdings' common stock on the respective grant dates.

        Options granted by the predecessor during 2002 were to predecessor employees or members of the Board of Directors with an exercise price equal to the market value of the underlying common stock on the date of grant. No options have been granted during 2003 that are exercisable into AmeriPath common stock. Accordingly, no stock-based employee compensation expense is reflected in the accompanying Consolidated Statements of Income for options.

        The following table summarizes the Company's pro forma consolidated results of operations as though the provisions of SFAS No. 123 had been used:

		Predecessor
		Year ended December 31, 2001			Year ended December 31, 2002			Period from January 1 through March 27, 2003			Period from March 28 through December 31, 2003
Net income as reported		$	23,352		$	44,641		$	1,541		$	3,854
Deduct: Total stock-based employee compensation expense determined under SFAS No. 123 for all awards, net of related tax effect			(8,189	)		(4,291	)		(1,654	)		(967	)
	Pro forma net income (loss)	$	15,163		$	40,350		$	(113	)	$	2,887

F-14

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 $6.4 million of net deferred tax assets at December 31, 2003 due to the uncertainty regarding the Company's ability to utilize the acquired NOLs of the Inform DX merger in 2000, or the Genomics capital loss in 2002, due to Internal Revenue Code limitations.

Comprehensive Income

        In 2001, the predecessor adopted SFAS No. 130, Reporting Comprehensive Income ("SFAS 130"), which requires the predecessor to report and display certain information related to comprehensive income. For the years ended December 31, 2001 and 2002, the period from January 1, 2003 through March 27, 2003 and the period from March 28, 2003 through December 31, 2003, 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 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 will be immediately recognized in earnings. The Company does not enter into derivative financial instruments for trading purposes.

        In April 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("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

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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 were required to adopt SFAS No. 145 in fiscal years beginning after May 15, 2002. The adoption of SFAS No. 145 resulted in the reclassification of a loss from the early extinguishment of debt of $965, net of tax, in 2001 from an extraordinary item to other income (expense). The gross amount of this loss was approximately $1.6 million and was reclassified to write-off of deferred financing costs and is included in income from operations. The Company also wrote-off $957 of deferred financing costs during the period from January 1, 2003 through March 27, 2003, which is included in other income (expense) in the consolidated statements of income.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", ("SFAS No.146"), which addresses the recognition, measurement, and reporting of costs associated with exit or disposal activities. SFAS No. 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 No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company adopted SFAS No. 146 effective January 1, 2003 and recorded $1.2 million and $2.0 million of restructuring costs in connection with a workforce reduction at several of our laboratories for the period from January 1, 2003 through March 27, 2003 and the period March 28, 2003 through December 31, 2003, respectively.

        In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, including indirect Guarantees of Indebtedness of Others" ("FIN 45"). The provisions of FIN 45 require that a liability be recorded in the guarantor's balance sheet at fair value upon issuance of a guarantee. The recognition provisions of FIN 45 are effective for guarantees issued or modified after December 31, 2002. The Company does not have any guarantees that would require current disclosure or further recognition under FIN 45.

        In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51" ("FIN 46"). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the Company must apply the provisions of FIN 46 for the first interim or annual period beginning after June 15, 2004. The Company is in the process of determining the impact of FIN 46, if any, but has not fully completed its evaluation.

        In April 2003, the Financial Accounting Standards Board issued FASB Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. Statement No.149 amends

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and clarifies financial accounting and reporting for derivative instruments, including derivative instruments embedded in other contracts and for hedging activities. It is effective for contracts entered into or modified after June 30, 2003. Management expects that the adoption of SFAS No. 149 will have no impact on the Company's financial position or results of operations.

        In May 2003, the Financial Accounting Standards Board issued FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 must be applied immediately to instruments entered into or modified after May 31, 2003 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a significant impact on the Company's financial position or results of operations.

        In May 2003, the Emerging Issues Task Force ("EITF") finalized EITF 00-21, Revenue Arrangements with Multiple Deliverables. This pronouncement addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. Specifically, this issue addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. This pronouncement is effective for revenue arrangements entered into in fiscal periods beginning after June 15, 2003. Adoption of the provisions of EITF 00-21 did not have any effect on the Company's consolidated financial statements.

Reclassifications

        Certain prior year amounts have been reclassified to conform to the 2003 presentation.

Note 3. The March 2003 Transaction

        On December 8, 2002, Amy Holding Company and its wholly-owned subsidiary, Amy Acquisition Corp., entered into a merger agreement with the predecessor, pursuant to which Amy Acquisition Corp. merged with and into the predecessor, with AmeriPath continuing as the surviving corporation (the "March 2003 Transaction"). The March 2003 Transaction was approved by the Company's stockholders and subsequently consummated on March 27, 2003. As a result of the March 2003 Transaction, AmeriPath became a wholly-owned subsidiary of Amy Holding Company, which was renamed AmeriPath Holdings, Inc. ("Holdings").

        The funds necessary to consummate the March 2003 Transaction were approximately $804.0 million, including approximately $629.6 million to pay the stockholders and option holders of AmeriPath (other than WCAS and its affiliates) all amounts due under the merger agreement, approximately $127.5 million to refinance existing indebtedness and approximately $46.9 million to pay related fees and expenses. Prior to the merger, the 1,534,480 shares of AmeriPath common stock owned by WCAS and its affiliates were contributed to Holdings in exchange for shares of Holdings' common stock. These shares were cancelled without payment of any merger consideration. The March 2003 Transaction was financed by a cash common equity investment by WCAS and its related equity investors of $296.2 million in Holdings, which funds were contributed by Holdings to AmeriPath in exchange for shares of AmeriPath's common stock, $225.0 million in term loan borrowings under its

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new senior credit facility and the issuance of $275.0 million in senior subordinated notes and existing AmeriPath cash.

        The March 2003 Transaction has been accounted for under the purchase method of accounting prescribed in SFAS No. 141, with intangible assets recorded in accordance with SFAS No. 142. In accordance with the provisions of SFAS No. 142, no amortization of indefinite-lived intangible assets or goodwill will be recorded.

        As permitted under current guidance, any amounts recorded or incurred (such as goodwill or debt) by our parent as a result of the March 2003 Transaction be "pushed down" and recorded on our financial statements. The following table summarizes the final allocation of the March 2003 Transaction based upon a valuation completed by an independent third-party valuation firm during September 2003.

Cash and equity contributed by WCAS	$	319,667
Total liabilities assumed		587,801
Fair value of assets acquired		(676,458	)
Excess purchase price (goodwill)	$	231,010

        In addition, Holdings issued to WCAS Capital Partners III, L.P., an investment fund affiliated with WCAS, $67.0 million in principal amount of Holdings' senior subordinated notes and an agreed-upon number of shares of its common stock, for an aggregate purchase price of $67.0 million. The proceeds from this transaction were deposited into a Holdings company cash collateral account, which cash, subject to some exceptions, will be contributed to the Company from time to time to fund up to $67.0 million of future payments under the Company's contingent notes relating to acquisitions consummated prior to the March 2003 Transaction. As of December 31, 2003, approximately $15.2 million of the $67.0 million has been contributed to the Company to fund contingent note payments. The lenders under the Company's New Credit Facility have a first-priority security interest in all funds held in such cash collateral account.

Note 4. Merger and Acquisitions

        During the period from January 1, 2003 through March 27, 2003, the predecessor acquired one anatomic pathology practice. The total consideration paid by the Company in connection with this acquisition included cash of $0.7 million and additional purchase price consideration in the form of contingent notes. During the period from March 28, 2003 through December 31, 2003, the predecessor acquired three anatomic pathology practices. The total consideration paid by the Company in connection with these acquisitions included cash of $4.1 million and additional purchase price consideration in the form of contingent notes. During 2002, the predecessor acquired seven anatomic pathology practices. The total consideration paid by the predecessor in connection with these acquisitions included cash of $44.0 million, and 108,265 shares of common stock valued at $1.7 million. In addition, the predecessor issued additional purchase price consideration in the form of contingent notes. During 2001, the predecessor acquired one anatomic pathology operation. The total consideration paid by the predecessor in connection with the acquisition, which is deemed immaterial, included cash and issuance of common stock and subordinated debt. In addition, the predecessor issued additional purchase price consideration in the form of contingent notes.

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        All of the above acquisitions were recorded 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 and $3.8 million, respectively, for the 2002 and 2003 acquisitions. Under SFAS No. 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 and $1.2 million, respectively, for 2002 and 2003. All of the goodwill acquired is included in our owned reportable segment. The operating results of the companies acquired are included in the accompanying consolidated financial statements from their respective dates of purchase.

        During the year ended December 31, 2002, the predecessor made contingent note payments of $39.9 million, issued $0.8 million of contingent stock, and made other purchase price adjustments of approximately $0.1 million in connection with certain post-closing adjustments and acquisition costs. During the period January 1 through March 27, 2003, the predecessor made contingent note payments of $21.9 million. During the period March 28, 2003 through December 31, 2003, the Company made contingent note payments of $15.1 million.

        All of the Company's and the predecessor's acquisitions have been accounted for using the purchase method of accounting, except for the Inform DX acquisition in 2000. The aggregate consideration paid, and to be paid for acquisitions, is based on a number of factors, including each practice'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 practices 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 the practices 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 practices 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 practices. 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 practice are achieved, the Company would make aggregate maximum payments of approximately $103.7 million over the next three to 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. As of December 31, 2003, contingent note payments aggregating $166.0 million have been paid. 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, 2003. The following unaudited pro forma information presents the consolidated results of operations for the years ended December 31, 2002 and 2003 as if the acquisitions had been consummated on January 1, 2002, January 1, 2003, and March 28, 2003, respectively. Such unaudited pro forma

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information is based on historical financial information and does not include operational or other changes that 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.

		Predecessor				Successor
		Year ended December 31, 2002		Period from January 1 through March 27, 2003		Period from March 28 through December 31, 2003
Net revenues		$	497,412	$	119,763	$	367,736
	Net income	$	49,050	$	1,990	$	4,590

Note 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 managed practices, 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 managed practices, accounts receivable are a function of the net physician group revenue rather than the net revenue of the Company.

        Accounts receivable consisted of the following:

	December 31,
	Predecessor 2002			Successor 2003
Gross accounts receivable	$	187,094		$	207,015
Less: Allowance for contractual and other adjustments		(58,101	)		(74,389	)
Allowance for uncollectible accounts		(38,107	)		(51,031	)
Accounts receivable, net	$	90,886		$	81,595

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        The following table represents the rollforward of the allowances for contractual adjustments and uncollectible accounts:

	Years Ended December 31,
	2001			2002			2003
Beginning allowances for contractual adjustments and uncollectible accounts	$	95,934		$	104,023		$	96,208
Provision for contractual adjustments		236,821			307,756			368,274
Provision for doubtful accounts		48,287			58,170			71,373
Managed practice contractual adjustments and bad debt expense		46,428			33,913			29,439
Write-offs and other adjustments		(323,447	)		(407,654	)		(439,874	)
Ending allowance for contractual adjustments and uncollectible accounts	$	104,023		$	96,208		$	125,420

        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 is as follows:

	December 31,
	Predecessor 2002		Successor 2003
Government programs	13.7	%	15.1	%
Third-party payors	55.3		55.0
Private pay patients	26.4		26.6
Other	4.6		3.3
	100.0	%	100.0	%

Note 6. Net Revenue

        Net patient service revenue consisted of the following:

		Predecessor									Successor
		Year ended December 31, 2001			Year ended December 31, 2002			Period from January 1 through March 27, 2003			Period from March 28 through December 31, 2003
Gross revenue		$	624,205		$	761,406		$	199,221		$	630,665
Less contractual and other adjustments			(236,821	)		(307,756	)		(85,743	)		(282,531	)
	Net patient service revenue	$	387,384		$	453,650		$	113,478		$	348,134

F-21

        Net management service revenue consisted of the following:

	Predecessor									Succesor
	Years Ended December 31,						Period from January 1 through March 27, 2003			Period from March 28 through December 31, 2003
	2001			2002
Gross physician group revenue	$	99,338		$	73,470		$	15,900		$	49,380
Contractual adjustments and bad debt expense		(46,428	)		(33,913	)		(7,483	)		(21,955	)
Net physician group revenue		52,910			39,557			8,417			27,425
Less amounts retained by physician groups		(21,562	)		(14,389	)		(2,938	)		(9,513	)
Net management service revenue	$	31,348		$	25,168		$	5,479		$	17,912

        A significant portion of the Company's net revenue is generated by the hospital-based practices through contracts with various hospitals. HCA—The Healthcare Company ("HCA") owned approximately 12% of these hospitals. For the years ended December 31, 2001, 2002 and 2003, approximately 12%, 10%, 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 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.

Note 7. Property and Equipment

        Property and equipment consisted of the following:

	Estimated Useful Life (Years)	Predecessor December 31, 2002			Successor December 31, 2003
Laboratory, office and data processing equipment	3-7	$	39,867		$	45,517
Leasehold improvements	5-10		9,342			11,384
Furniture and fixtures	3-7		3,372			4,245
Mobile laboratory units	3		200			200
Automotive vehicles	3-5		1,904			2,266
			54,685			63,612
Less accumulated depreciation			(32,130	)		(40,247	)
Construction in progress			3,571			3,738
Property and equipment, net		$	26,126		$	27,103

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Note 8. Intangible assets

        Intangible assets and the related accumulated amortization and amortization periods are set forth below:

								December 31, 2003 Amortization periods
		Predecessor December 31, 2002			Successor December 31, 2003			Range	Weighted Average Years
Hospital contracts		$	225,558		$	132,269		25	25
	Accumulated amortization		(29,975	)		(3,892	)
Client lists			89,798			3		10	10
	Accumulated amortization		(17,987	)		—
Laboratory contracts			1,300			240		1	1
	Accumulated amortization		(812	)		(180	)
Management service agreements			8,972			8,000		20	20
	Accumulated amortization		(1,635	)		(300	)
Non-compete and employment agreements			—			18,000		3-5	4
	Accumulated amortization		—			(3,980	)
Payor contracts			—			9,200		N/A	N/A
Trade names			—			27,200		N/A	N/A
Identifiable intangibles, net		$	275,219		$	186,560
Goodwill		$	300,536		$	532,875
Accumulated amortization			(23,199	)		—
Goodwill, net		$	277,337		$	532,875

        Amortization expense related to identifiable intangibles for each of the five succeeding fiscal years and thereafter as of December 31, 2003 is as follows:

2004	$	11,058
2005		10,997
2006		7,797
2007		6,731
2008		5,951
thereafter		107,626

        The weighted average amortization period for identifiable intangible assets is approximately 14.1 years. As discussed in Note 2, the predecessor ceased amortizing goodwill during 2002 upon adoption of SFAS No. 142.

Note 9. Asset Impairment and Related Charges

        During 2001, two pathologists in the Birmingham, Alabama practice terminated their employment with the predecessor and opened their own pathology laboratory. As a result, the predecessor was unable to retain most of these customers and, consequently, recorded a non-cash asset impairment charge of $3.8 million.

F-23

        During 2002, the predecessor recorded a pre-tax, non-cash charge of approximately $2.1 million related to lab contracts which were terminated by Quest Diagnostics ("Quest"). In addition, during 2002, the predecessor terminated its management service agreement with a managed lab operation in Georgia. As a result of the termination, the predecessor recorded a non-cash charge of approximately $0.7 million, which included approximately $0.3 million of intangible assets related to management service agreements.

        During 2003, the Company sold its ownership interest in two hospital-based practices in Florida and as a result, recorded a pre-tax loss of $425,000.

Note 10. Investment in Genomics

        In 2000, the predecessor 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 2002, the predecessor 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. During 2002, the predecessor recorded a non-cash, pre-tax write down of $1.0 million to reduce its investment in GCI to net realizable value.

Note 11. Accounts Payable and Accrued Expenses

        Accounts payable and accrued expenses consist of the following:

	Predecessor December 31, 2002		Successor December 31, 2003
Accounts payable	$	16,294	$	16,411
Accrued compensation		19,477		17,876
Accrued loss reserves		4,103		4,029
Accrued acquisition costs		2,187		1,549
Other accrued expenses		528		449
Total	$	42,589	$	40,314

Note 12. Merger-Related Charges

        In connection with the March 2003 Transaction and the Company's and predecessor's numerous 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 as it relates to the Inform DX acquisition. During 2003, the Company recorded merger-related charges of approximately $12.4 million as a result of the March 2003 Transaction. During 2002, the predecessor recorded merger-related charges totaling $2.8 million related to the March 2003 Transaction. During the first quarter of 2001, the predecessor recorded merger-related costs totaling $7.1 million related to the Inform DX merger.

F-24

        A reconciliation of activity with respect to merger-related reserves is as follows:

Predecessor:

	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, 2002			Balance Sheet Charges			Statement of Operations Charges (predecessor)		Statement of Operations Charges (successor)		Payments			Balance December 31, 2003
Transaction costs	$	2,692		$	10,201		$	10,010	$	2,404	$	(25,307	)	$	—
Employee termination costs		1,480			28			—		—		(1,308	)		200
Lease commitments		1,748			(167	)		—		—		(408	)		1,173
Other costs		130			139			—		—		(56	)		213
Total		6,050		$	10,201		$	10,010	$	2,404	$	(27,079	)		1,586
Less: portion included in current liabilities		(4,503	)												(581	)
Total included in other liabilities	$	1,547												$	1,005

Note 13. Restructuring Costs

        During the period ended March 27, 2003, the predecessor incurred certain restructuring costs as promulgated by SFAS No. 146 of approximately $1.2 million for employee severance costs in connection with a reduction in workforce at our Southern California, Philadelphia, Central Florida and North Texas laboratories. The Company incurred an additional $2.0 million during the second quarter of 2003 for remaining severance costs and the closure of our Southern California laboratory. The Southern California laboratory was closed as a result of a loss of revenues from Quest Diagnostics, Inc., which historically accounted for a significant portion of this laboratory's revenues.

F-25

Note 14. Long-term Debt

        Long-term debt consisted of the following:

	Predecessor December 31, 2002			Successor December 31, 2003
Revolving loan	$	113,190		$	—
Term loan		—			213,313
Note payable, other		95			1,274
Capital leases		321			452
Senior subordinated notes		—			275,000
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%		2,647			2,419
		116,253			492,458
Less: current portion		(433	)		(3,450	)
Long-term debt, net of current portion	$	115,820		$	489,008

        At December 31, 2003, maturities of long-term debt were as follows:

2004	$	3,450
2005		4,850
2006		2,218
2007		2,199
2008		2,175
thereafter		477,566
Total	$	492,458

Term Loan Facility—On March 27, 2003, in connection with our consummation of the March 2003 Transaction, the predecessor terminated its existing senior credit facility and the Company entered into a new senior credit facility (the "New Credit Facility") with a syndicate of financial institutions led by Credit Suisse First Boston and Deutsche Bank Securities, Inc. The write-off of the unamortized debt costs related to the former credit facility of approximately $1.0 million and is included in the predecessor statement of operations for the period from January 1, 2003 through March 27, 2003.

        The New Credit Facility provided 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 March 2003 Transaction and a $65.0 million revolving credit facility with a maturity of six years. In February 2004, the Company paid down the term loan facility of the New Credit Facility to $125.0 million with proceeds of the issuance of $75.0 million of additional 10¹/2% Senior Subordinated Notes due 2013 and the Company's cash on hand. See Note 25—Subsequent Events. In connection with this reduction of the term facility, the interest rate of the term facility and terms and covenants of the facility were modified as reflected in the following paragraphs.

F-26

        The interest rates per annum applicable to loans under the New Credit Facility are, at the Company's option, equal to either an alternate base rate or an adjusted LIBOR rate for a one, two, three or six month interest period chosen by the Company, or a nine or twelve month period if agreed to by all participating lenders, plus an applicable margin percentage in each case.

        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 LIBOR will be 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. Beginning approximately six months after the closing of the March 2003 Transaction, 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 (as defined in the New Credit Facility) being within certain defined ranges. The interest rate at December 31, 2003 was 5.63%. The facility also requires a commitment fee to be paid quarterly equal to 0.50% of any unused commitments under the revolving loan facility.

        Subject to exceptions, the New Credit Facility requires mandatory prepayments of term loans in amounts equal to 100% of the net cash proceeds from asset sales which are not reinvested by the Company within specific periods, 50% of the net cash proceeds from the issuance of equity securities by the Company or Holdings, 100% of the net cash proceeds from the issuance of debt securities by the Company or Holdings if the leverage ratio is 5.25 times or greater or 50% if the leverage ratio is 5.25 times or less, and 50% of our annual excess cash flow, less all voluntary prepayments made during the year.

        The New Credit Facility requires scheduled quarterly payments on the term loan in amounts equal to $312,500 on each of June 30, September 30, December 31 and March 31, beginning on March 31, 2004. On December 31, 2003, the Company made a voluntary principal prepayment of $10.0 million on the New Credit Facility.

        Indebtedness under the New Credit Facility is guaranteed by all of the Company's current restricted subsidiaries, certain of its future restricted subsidiaries and by Holdings. It is secured by a first priority security interest in substantially all of the Company's 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 the Company's capital stock and the capital stock of the guarantor subsidiaries.

        The New Credit Facility requires that the Company comply on a quarterly basis with certain financial covenants, including an interest coverage ratio calculation, a fixed charge coverage ratio calculation and a maximum net senior leverage ratio calculation, which become more restrictive over time. In addition, the New Credit Facility includes negative covenants restricting or limiting the Company's ability and the ability of its 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; prepay,

F-27

redeem or purchase certain indebtedness; amend or otherwise alter terms of our indebtedness; sell assets; transact with affiliates and alter the business that it conducts.

        Such negative covenants are subject to exceptions, including, with respect to restrictions on dividends from the Company to Holdings, certain allowable dividends to pay cash interest on its parent's holding company notes beginning in the fiscal year ending December 31, 2004.

Senior Subordinated Notes—On March 27, 2003, in connection with the March 2003 Transaction, Amy Acquisition Corp. issued $275.0 million of 10¹/2% Senior Subordinated Notes due 2013. The Company assumed Amy Acquisition Corp.'s obligations with respect to the notes upon consummation of the March 2003 Transaction. Interest became payable semi-annually in arrears beginning in October 2003. In February 2004, the Company issued an additional $75.0 million of its 10¹/2% Senior Subordinated Notes due 2013 at a premium price of 106% plus accrued interest. See Note 25—Subsequent Events. The notes are unconditionally guaranteed, jointly and severally and on an unsecured senior subordinated basis, by certain of the Company's current and former subsidiaries. The notes and guarantees rank junior to all of the Company's and the subsidiary guarantors' existing and future senior indebtedness, on par with all of the Company's and the subsidiary guarantors' existing and future senior subordinated indebtedness and senior to all of the Company's and the subsidiary guarantors' existing and future subordinated indebtedness. On October 1, 2003, the Company made a semi-annual interest payment of approximately $14.8 million.

        The Company may redeem any of the notes at any time and from time to time beginning on April 1, 2008, in whole or in part, in cash at the specified redemption prices, plus accrued and unpaid interest to the date of redemption.

        If a change in control of the Company occurs, subject to certain conditions, the Company must give holders of the notes an opportunity to sell the notes to the Company at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of the purchase of the notes by the Company.

        The indenture governing the notes contains covenants that, among other things, limit the Company's ability and the ability of the Company's 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.

Letters of Credit

        As of December 31, 2003, the Company had letters of credit outstanding totaling $2.5 million. The letters of credit secure payments under certain operating leases and expire at various dates in 2004 through 2009. Some of the letters of credit automatically decline in value over various lease terms. The letters of credit have annual fees averaging 3.6%. Available borrowings under the $65 million revolving credit facility are reduced by these letters of credit. In addition, the Company has $300,000 of surety bonds outstanding to satisfy Florida medicaid requirements.

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Note 15. Interest Rate Risk Management

        During 2001, in connection with the termination of the former credit facility, the predecessor terminated its interest rate swap agreements, and recorded a charge of approximately $10.4 million.

Note 16. 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, 2003:

2004	$	5,609
2005		5,550
2006		4,611
2007		3,969
2008		3,146
Thereafter		14,907
	$	37,792

        In addition, certain owners of the managed practices 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 $1.5 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 $0.2 million. In the event of termination of a management service agreement, any related lease obligations are also terminated or assumed by the managed practice.

        Owned practices' rent expense under operating leases for the years ended December 31, 2001, 2002, and 2003 was $5.2 million, $4.8 million, and $6.8 million, respectively.

Note 17. Option Plan

        Our parent has adopted a 2003 Stock Option and Restricted Stock Purchase Plan, which we refer to as the stock option plan. The total number of shares of common stock for which options or awards may be granted under the stock option plan are 7,668,736 shares of our parent's common stock. Shares of common stock related to expired or terminated options may again be subject to an option or award under the stock option plan, subject to any limitation required by the United States Internal Revenue Code of 1986, as amended, or the Code. The 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 purpose of the 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 administers the stock option plan. If no such committee is appointed the board of directors serves as the administrator and has all authority and obligations under the stock option plan. The administrator has the sole discretion to grant options to employees and to determine the terms of awards and options

F-29

granted under the plan. Incentive and non-qualified stock options, however, are not transferable other than by will or the laws of sescent and distribution and are not 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 possesses 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 stock option plan will terminate in March 2013, but the board of directors of our parent may terminate the 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.

        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 No. 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 is required by SFAS 123, and has been determined as if employee stock options had been accounted for under the fair value methods of that Statement. The value for these options was estimated at the date of grant using the Black-Scholes Option Pricing Model during 2001 and 2002 and the minimum value method during the period from March 28, 2003 through December 31, 2003 and the following weighted-average assumptions:

	2001		2002		2003
Risk free interest rate	3.3	%	4.0	%	3.3	%
Dividend yield	—		—		—
Volatility factor	148.0	%	61.5	%	0	%
Weighted average life (years)	4.2		8.0		8.0

        Using the Black-Scholes Option Pricing Model, the estimated weighted-average grant date fair value per option granted in 2001, 2002, was $22.51 and $17.11 and during the period March 28, 2003 through December 31, 2003 was $1.49 using the minimum value method, respectively. The predecessor did not grant any options during January 1, 2003 through March 27, 2003

        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

F-30

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 option activity is presented below:

		Predecessor 2001				Predecessor 2002				Predecessor January 1, 2003 through March 27, 2003			Successor March 28, 2003 through December 31, 2003
		Number Of Shares		Weighted Average Exercise Price		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 Period		1,960,451		$	9.30	2,248,939		$	14.27	2,331,540		20.31	—		—
	Repurchased									(2,317,675	)	20.31	—		—
	Granted	936,371			25.62	633,000			25.34	—		—	7,577,265		6.00
	Exercised	(564,449	)		6.05	(358,700	)		26.18	(13,865	)	11.95	—		—
	Terminated/Lapsed	(83,434	)		14.77	(191,699	)		23.29	—		—	(1,121,357	)	6.00
Balance at end of Period		2,248,939			14.27	2,331,540			20.31	—		—	6,455,908		6.00
Exercisable at end of Period		688,951		$	11.21	682,421		$	16.28	—		—	—		—

        As part of the March 2003 Transaction, all stock options granted prior to 2003 were fully vested and purchased by the Company.

Note 18. Employee Benefit Plans

        Effective July 1, 1997, the predecessor 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 annual 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. Matching contributions aggregating $.9 million, $1.0 million, $0.5 million and $0.5 million were expensed in year 2001, year 2002, the period from January 1, 2003 through March 27, 2003, and the period from March 28, 2003 through December 31, 2003, 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.

        During 1999, the predecessor 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 and/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 $0.3 million for the year ended December 31, 2001, $0.9 million and

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$0.3 million for the year ended December 31, 2002, respectively, and $1.2 million and $0.2 million for the year ended December 31, 2003, respectively.

        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 both of these plans for employer contributions was approximately $1.6 million, $0.8 million, $0.2 million and $0.5 million in year 2001, year 2002, the period from January 1, 2003 through March 27, 2003, and the period from March 28, 2003 through December 31, 2003, respectively.

19. Commitments and Contingencies

        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 actions were consolidated on February 14, 2003 and an Amended Complaint was filed on March 6, 2003. The Amended Complaint alleges a breach of duty to stockholders in connection with the March 2003 Transaction. The plaintiffs seek to represent a putative class consisting of the former public stockholders of AmeriPath, Inc. Named as defendants in the Amended Complaint are AmeriPath, Inc. and the members of the AmeriPath, Inc. board of directors. The plaintiffs allege, among other things, that the consideration was inadequate, that the announcement was improperly timed, that AmeriPath, Inc. was not properly auctioned, that the March 2003 Transaction was unfair, that the proxy statement omitted certain information that the plaintiffs contend was material and that such AmeriPath, Inc. directors breached their fiduciary duties. The Amended Complaint seeks injunctive relief against consummation of the merger, unspecified amounts of damages, costs and expenses related to their actions and other unspecified relief. We believe the Amended Complaint lacks merit and have moved to dismiss it. Notwithstanding this motion, the plaintiffs and we have agreed in principal to a non-class settlement that will be funded by our Directors and Officers insurance carrier, is in the range of future defense costs and will not materially impact our financial statements or operations. Upon consummation of the settlement, the litigation will be dismissed.

        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 and most of those suits relate to cytology services. 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. If we are ultimately found liable under the outstanding medical malpractice claims, there can be no assurance that medical malpractice insurance arrangements will be adequate to cover all such liabilities. 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

F-32

exceed the limitations of any applicable indemnification provisions or the financial resources of the indemnifying parties.

        Through June 30, 2002, the predecessor was insured for medical malpractice risks on a claims made basis under traditional indemnity insurance policies. Effective July 1, 2002, the predecessor formed a captive insurance company to partially self-insure for medical malpractice. The captive, combined with excess coverage, provides insurance on a per claim basis. The Company does not have aggregate stop loss protection. Accruals for settlement costs, claims expenses and incurred but not reported claims are made based on actuarial estimates. Actual costs in future periods could differ materially from actuarial studies, depending on the frequency and severity of actual claims experienced. For the period July 1, 2002 through June 30, 2003, approximately $11.4 million was expensed for medical malpractice costs. For the period July 1, 2003 through June 30, 2004, the Company expects to incur approximately $12.4 million for medical malpractice costs of which $6.2 million was incurred in the six months ended December 31, 2003.

Self-insured Health Benefits—Effective August 1, 2002, the predecessor 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 will include reserves for estimated claims incurred but not reported. The maximum liability for claims paid in a year, based upon open enrollment levels at December 31, 2003 is $14.5 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. Additionally, a significant portion of the Company's net revenue is from payments by government-sponsored health care programs, principally Medicare and Medicaid, and is subject to audit and adjustments by applicable regulatory agencies. 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 on the Company's financial position and results of operations. The Company's operations are continuously subject to review and inspection by regulatory authorities.

        The Company has 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. The Company is providing information to the United States Attorney's office and intends to cooperate in the investigation. The Company is conducting its 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.

Employment Agreements—As part of the March 2003 Transaction, the Company entered into new or amended employment agreements with certain of its management employees, which include, among other terms, non-competition provisions and salary continuation benefits. The Company also terminated

F-33

employment contracts with certain of its management employees as a result of the March 2003 Transaction, which resulted in change in control payments to those former employees which are included in merger-related costs for the period January 1, 2003 through March 28, 2003.

Quest Contracts—During 2002, Quest cancelled its contract with our Jacksonville laboratory, and during the first quarter of 2003, Quest cancelled its contract with the predecessor's Orlando laboratory effective March 31, 2003. Quest is in the process of internalizing the anatomic pathology work currently subcontracted to us. Revenue from Quest for the year ended December 31, 2002 was $23.3 million and was not significant for any period in 2003. The Company expects the amount of revenue from our Quest contracts to not be significant in 2004.

Medicare Reimbursement—The Medicare statute includes a methodology to adjust payments for services, including anatomic pathology services, under the physician fee schedule. This methodology is applied each year unless it is overridden by congressional action. The statutory methodology would have led to a 4.4% reduction in the physician fee schedule conversion factor in 2003 and a 4.5% reduction in 2004 if those reductions had net been blocked by Congress. Instead, Congress required a 1.6% increase in 2003 and a 1.5% increase in each of 2004 and 2005. In addition, because it was projected that the statutory methodology would result in additional reductions in the physician fee schedule conversion factor in future years, Congress revised the methodology through legislation enacted in December 2003. It is unclear how this revision in the methodology will affect the annual adjustments in the physician fee schedule conversion factor in future years and, if it will not prevent reductions, whether Congress will intervene to prevent decreases in the physician fee schedule conversion factor in future years.

Note 20. Related Party Transactions

Operating Leases—The Company leases laboratory and administrative facilities used in the operations of fifteen practices from entities beneficially owned by parties related to the Company. The terms of the leases expire from 2004 to 2009 and some contain options to renew for additional periods. Lease payments made under leases with related parties were $0.8 million, $0.8 million, $0.4 million and $1.1 million for the year 2001, the year 2002, the period from January 1, 2003 through March 27, 2003 and the period from March 28, 2003 through December 31, 2003, respectively.

        In 2002, the Company entered into a 4-year marketing agreement with a company partially owned by a current employee of the Company. The total amount of payments due under this commitment is $400,000, payable over 3 years and is included in selling, general & administrative expenses on the statement of income.

        In addition, Holdings issued to WCAS Capital Partners III, L.P., an investment fund affiliated with WCAS, $67.0 million in principal amount of Holdings' senior subordinated notes and an agreed-upon number of shares of its common stock. The proceeds from this transaction were deposited into a Holdings company cash collateral account, which cash, subject to some exceptions, will be contributed to the Company from time to time to fund up to $67.0 million of future payments under the Company's contingent notes relating to acquisitions consummated prior to the March 2003 Transaction. As of December 31, 2003, approximately $15.2 million of the $67.0 million has been contributed to the Company to fund contingent note payments. The lenders under the Company's New Credit Facility have a first-priority security interest in all funds held in such cash collateral account.

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        In connection with the March 2003 Transaction, our parent entered into a management agreement with WCAS Management Corporation, an affiliate of WCAS IX, pursuant to which WCAS Management Corporation provided management and financial advisory services to our parent and its subsidiaries, including us. WCAS Management Corporation receives 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.

        On July 24, 2003 our parent consummated a private placement of 710,648 shares of its common stock to physicians and other selected employees of our company at a price of $6.00 per share, the price per share paid by WCAS IX in connection with the March 2003 Transaction. The gross proceeds of $4,263,888 from such offering were used by our parent to redeem 710,648 shares of our parent's common stock then held by WCAS IX at a redemption price of $6.00 per share.

        On January 21, 2004 we entered into a separation agreement with James C. New. The separation agreement evidences the terms of Mr. New's retirement as our Chief Executive Officer effective as of February 1, 2004. Mr. New's separation agreement provides, among other things, for a severance payment of $1,250,000 payable in twelve equal monthly installments, commencing on February 1, 2004. Mr. New has the right under his stock option agreements to purchase up to 1,455,640 shares of common stock of our parent at a purchase price of $6.00 per share. Subject to the terms of our parent's agreements with financing sources, Mr. New has the right under his stock option agreements to require our parent to repurchase some or all of such shares, during an 18-month period commencing six months after the date of his purchase of such shares. The required repurchase price for any such shares is equal to the fair market value of the shares on the date Mr. New provides notice of his election to require the repurchase.

        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. 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.

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Note 21. Income Taxes

        The provision for income taxes for the years ended December 31, 2001 and 2002, for the period from January 1, 2003 through March 27, 2003 and for the period from March 28, 2003 through December 31, 2003 consists of the following:

			Predecessor								Successor
			Years ended December 31,					Period from January 1, 2003 through March 27, 2003			Period from March 28, 2003 through December 31, 2003
			2001			2002
Current:
	Federal		$	21,092		$	23,318	$	(562	)	$	2,339
	State			2,306			2,479		(60	)		248
		Total current provision (benefit)		23,398			25,797		(622	)		2,587
Deferred:
	Federal			(5,423	)		4,812		2,488			455
	State			(576	)		511		265			48
		Total deferred (benefit) provision		(5,999	)		5,323		2,753			503
		Total provision for income taxes	$	17,399		$	31,120	$	2,131		$	3,090

        The effective tax rate on income before income taxes is reconciled to the statutory federal income tax rate as follows:

	Predecessor						Successor
	Year ended December 31,						Period from March 28, 2003 through December 31, 2003
					Period from January 1, 2003 through March 27, 2003
	2001		2002
Statutory federal rate	35.0	%	35.0	%	35.0	%	35.0	%
State income taxes, net of federal income tax benefit	3.7		3.7		3.7		3.7
Non-deductible items, primarily amortization of goodwill	5.0		—		—		—
Non-deductible items, merger- related charges	—		1.3		16.6		—
Other	(1.2	)	0.6		1.6		(0.5	)
Change in valuation allowance	—		0.5		—		6.8
	42.5	%	41.1	%	56.9	%	45.0	%

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        The following is a summary of the Company's deferred tax assets, net and deferred tax liabilities, net as of December 31, 2002 and 2003:

				December 31,
				2002			2003
				(Predecessor)			(Successor)
Deferred tax assets (short term):
	Allowance for doubtful accounts			$	9,649		$	13,687
	Accrued liabilities				119			13
		Deferred tax assets (short term)			9,768			13,700
Deferred tax liabilities (short term):
	481(a) adjustment				(619	)		(369	)
		Deferred tax liabilities (short term)			(619	)		(369	)
			Net short term deferred tax assets		9,149			13,331
Deferred tax assets (long-term):
	Net operating loss				6,816			7,004
	Self insurance				4,921			4,059
	Other				1,355			1,919
	Deferred tax assets (long-term)				13,092			12,982
		Less: valuation allowance			(5,923	)		(6,383	)
		Net deferred tax assets (long-term)			7,169			6,599
Deferred tax liabilities (long-term):
	Change from cash to accrual basis of accounting by the acquisitions				(742	)		(174	)
	Intangible assets acquired				(85,050	)		(20,090	)
	Property and equipment				(821	)		(1,218	)
		Deferred tax liabilities (long-term)			(86,613	)		(21,482	)
			Net long-term deferred tax liability		(79,444	)		(14,883	)
Net deferred tax liabilities				$	(70,295	)	$	(1,552	)

Note 22. 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

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ended December 31, 2001 and 2002, for the period from January 1 through March 27, 2003 and for the period from March 28 through December 31, 2003:

	Predecessor
							Period from January 1, 2003 through March 27, 2003
										Successor
	Year ended December 31, 2001			Year ended December 31, 2002						Period from March 28, 2003 through December 31, 2003
Assets acquired	$	8,050		$	62,152		$	1,200		$	5,563
Liabilities assumed		(665	)		(17,111	)		(500	)		(1,351	)
Common stock issued		(2,153	)		(1,658	)		—			—
Cash paid for acquisitions		5,232			43,383			700			4,212
Less cash acquired		(752	)		(388	)		—			(93	)
Net cash paid for acquisitions		4,480			42,995			700			4,119
Costs related to completed and pending acquisitions		565			975			2			1
Cash paid for acquisitions and acquisition costs, net of cash acquired	$	5,045		$	43,970		$	702		$	4,120

Note 23. 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 the Company's managed operations provide 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 net revenue and income from operations.

F-38

        The following is a summary of financial information for the year 2001 and 2002, for the period from January 1 through March 27, 2003 and for the period from March 28 through December 31, 2003 for the Company's business segments and corporate office:

	Predecessor
							Period from January 1, 2003 through March 27, 2003			Successor
	Year ended December 31, 2001			Year ended December 31, 2002						Period from March 28, 2003 through December 31, 2003
Owned
Net patient service revenue	$	387,384		$	453,650		$	113,478		$	348,134
Income from operations		118,580			124,354			26,053			72,562
Segment assets		380,238			457,422						741,067
Managed
Net management service revenue	$	31,348		$	25,168		$	5,479		$	17,912
Income from operations		4,454			2,932			558			1,830
Segment assets		25,494			20,466			,			15,098
Corporate
Loss from operations	$	(22,973	)	$	(41,468	)	$	(9,629	)	$	(28,424	)
Segment assets		228,816			260,001						147,765
Elimination of intercompany accounts		(30,086	)		(29,429	)					10,841

Note 24. Internally Developed Computer Software Costs

        During 2003, the Company capitalized approximately $0.9 million of payroll and benefit related costs pertaining to the capitalization of internally developed software costs. Projects being undertaken are the creation of software interfaces and various online reports, development of a standardized lab information reporting system and the development of a new website that will help the Company to operate more efficiently and service customers better. These costs are being incurred during the application development stage and are capitalized in accordance with SOP 98-1 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". These costs are included in property and equipment, net on the consolidated balance sheet as of December 31, 2003 and will be amortized over a three-year period.

Note 25. Subsequent Events

        Subsequent to December 31, 2003, the Company paid approximately $5.3 million in contingent notes issued in connection with previous acquisitions as additional purchase price.

        In January 2004, the Company acquired a professional pathology practice in Bountiful, Utah. The total consideration paid by the Company included cash and contingent notes.

        On January 21, 2004, Jim New, Chairman and Chief Executive Officer, announced that he would be retiring effective February 1, 2004. Paul B. Queally, current member of the Board of Directors and a General Partner with Welsh Carson, Anderson & Stowe, has been appointed as Chairman of the

F-39

Board. Mr. New's separation agreement provides, among other things, for a severance payment of $1,250,000 payable in twelve equal monthly installments, commencing on February 1, 2004.

        In February 2004, the Company sold an additional $75 million of 10¹/2% senior subordinated notes due in April 2013. These notes were issued at a premium of 106%. The notes were offered as additional debt securities under the indenture pursuant to which, on March 27, 2003, the Company issued $275,000,000 of 10¹/2% senior subordinated notes maturing in April 2013. Interest will be paid on the notes on April 1 and October 1 of each year. Proceeds were used to pay down the Company's existing credit facility.

Note 26. Guarantor Subsidiaries

        The following information is presented as required by regulations of the Securities and Exchange Commission in connection with the Company's 10¹/2% 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 is 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 consolidating financial information at December 31, 2003, and December 31, 2002 and for the period from January 1, 2003 through March 27, 2003, the period March 28, 2003 through December 31, 2003, and the year ending December 31, 2002 for (i) AmeriPath, (ii) on a combined basis, the subsidiaries of AmeriPath that are guarantors of the Company's 10¹/2% Senior Subordinated Notes due 2013 (the "Subsidiary Guarantors") and (iii) on a combined basis, the subsidiaries of AmeriPath that are not guarantors of the Company's 10¹/2% Senior Subordinated Notes due 2013 (the "Non-Guarantor Subsidiaries").

F-40

        Consolidating Balance Sheets:

Predecessor

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 intangibles, 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 Stockholder's Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	4,683		$	30,016		$	9,058		$	(987	)	$	42,770
	Current portion of long-term debt			15			418			—						433
	Other current liabilities			2,692			1,812			—			987			5,491
		Total Current Liabilities		7,390			32,246			9,058			—			48,694
Long-term debt				113,190			2,494			—						115,684
Capital lease obligations, less current portion				—			136			—						136
Other liabilities				—			13,176			—						13,176
Deferred tax liabilities, net				80			72,277			7,087						79,444
		Total long-term liabilities		113,270			88,083			7,087						208,440
	Intercompany (receivable) payable			242,823			(239,216	)		(3,607	)					—
Stockholder's Equity:
	Common stock			620			1,616			27			(1,956	)		307
	Additional paid-in capital			306,870			14,954			1			(167	)		321,658
	Retained earnings (deficit)			(222,250	)		720,809			65,846			(435,044	)		129,361
		Total stockholder's equity		85,240			737,379			65,874			(437,167	)		451,326
Total liabilities and stockholder's equity			$	448,723		$	618,492		$	78,412		$	(437,167	)	$	708,460

F-41

Successor

December 31, 2003			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated Total
Assets
Current Assets:
	Cash and cash equivalents		$	—		$	22,652		$	884					$	23,536
	Restricted cash			—			12,825			—						12,825
	Accounts receivable, net			259			66,227			15,109						81,595
	Inventories			142			1,761			—						1,903
	Other current assets			1,793			13,332			4,059						19,184
	Total current assets			2,194			116,797			20,052						139,043
Property & Equipment, net				2,029			25,007			67						27,103
Goodwill, net				—			413,301			119,574						532,875
Other identifiable intangibles, net				20,300			131,469			34,791						186,560
Investment in subsidiaries				684,593			(6,630	)		—			(677,963	)		—
Other				20,896			5,469			807						27,172
		Total Assets	$	730,012		$	685,413		$	175,291		$	(677,963	)	$	912,753
Liabilities and Stockholder's Equity
Current Liabilities:
	Accounts payable and accrued expenses		$	5,505		$	36,413		$	5,714					$	47,632
	Current portion of long-term debt			2,149			1,301			—						3,450
	Other current liabilities			(12	)		1,885			—						1,873
		Total current liabilities		7,642			39,599			5,714						52,955
Long-term debt				492,273			11,875			881						505,029
Capital lease obligations, less current portion				—			206			—						206
Other liabilities				—			1,005			—						1,005
Deferred tax liabilities, net				122			15,867			(1,106	)					14,883
		Total long-term liabilities		492,395			28,953			(225	)					521,123
	Intercompany (receivable) payable			224,996			(227,456	)		2,460						—
Stockholder's Equity:
	Common stock			(1,382	)		1,379			25			(21	)		1
	Additional paid-in capital			300,092			31,719			3,009						334,820
	Retained earnings (deficit)			(293,731	)		811,219			164,308			(677,942	)		3,854
		Total stockholder's equity		4,979			844,317			167,342			(677,963	)		338,675
Total liabilities and stockholder's equity			$	730,012		$	685,413		$	175,291		$	(677,963	)	$	912,753

F-42

For the Year-ended December 31, 2001 (Predecessor)			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net Revenues			$	—		$	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	)
(Loss) income 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	)
	Write-off of deferred financing costs			(1,574	)		—			—			(1,574	)
	Other, net			35			78			32			145
		Total other expenses		(27,972	)		34,738			(34,931	)		(28,165	)
(Loss) income before income taxes				(37,706	)		78,457			—			40,751
Benefit (provision) for income taxes				15,288			(32,507	)		(180	)		(17,399	)
Net (loss) income			$	(22,418	)	$	45,950		$	(180	)	$	23,352

F-43

For the Year-ended December 31, 2002 (Predecessor)			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	)		(126,357	)		(13,018	)		(143,038	)
Amortization expense				—			(10,208	)		(1,181	)		(11,389	)
Merger-related charges				(2,836	)		—			—			(2,836	)
Asset impairment and related charges				—			(879	)		(1,874	)		(2,753	)
	Total operating costs and expense			(6,528	)		(333,608	)		(58,453	)		(398,589	)
(Loss) income 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			98			378			72			548
		Total other expenses		(4,649	)		43,689			(43,508	)		(4,468	)
(Loss) income before income taxes				(11,177	)		86,938			—			75,761
Benefit (provision) for income taxes				2,883			(33,950	)		(53	)		(31,120	)
Net (loss) income			$	(8,294	)	$	52,988		$	(53	)	$	44,641

(A)

In accordance with the applicable management fee agreements, the Subsidiary Guarantors are the direct beneficiary of substantially all of the pre-tax income of the Non-Guarantor Subsidiaries.

F-44

        Consolidating Income Statements:

For the period from January 1 through March 27, 2003 (Predecessor)			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net revenues			$	—		$	107,388		$	11,569		$	118,957
Cost of services				—			(56,354	)		(5,791	)		(62,145	)
Selling, general and administrative expense				(939	)		(33,123	)		(2,661	)		(36,723	)
Amortization expense				—			(2,750	)		(357	)		(3,107	)
Merger-related charges				(10,010	)		—			—			(10,010	)
Restructuring costs				—			(699	)		(497	)		(1,196	)
Asset impairment and related charges				—			(287	)		287			—
	Total operating costs and expense			(10,949	)		(93,213	)		(9,019	)		(113,181	)
(Loss) income from operations				(10,949	)		14,175			2,550			5,776
Other income (expense)
	Interest expense			(1,115	)		(65	)		—			(1,180	)
	Management fee(A)			—			2,550			(2,550	)		—
	Write-off of deferred financing costs			(957	)		—			—			(957	)
	Other, net			4			29			—			33
		Total other expenses		(2,068	)		2,514			(2,550	)		(2,104	)
(Loss) income before income taxes				(13,017	)		16,689			—			3,672
Benefit (provision) for income taxes				2,720			(4,851	)		—			(2,131	)
Net (loss) income			$	(10,297	)	$	11,838		$	—		$	1,541

F-45

For the period from March 28, 2003 through December 31, 2003 (Successor)			AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Net revenues			$	—		$	269,194		$	96,852		$	366,046
Cost of services				—			(155,565	)		(34,206	)		(189,771	)
Selling, general and administrative expense				(3,480	)		(102,739	)		(15,736	)		(121,955	)
Amortization expense				—			(7,493	)		(859	)		(8,352	)
Merger-related charges				(2,404	)		—			—			(2,404	)
Restructuring costs				(127	)		(81	)		(1,836	)		(2,044	)
Asset impairment and related charges				—			(138	)		(287	)		(425	)
Write-off of deferred financing costs				—			—			—			—
	Total operating costs and expense			(6,011	)		(266,016	)		(52,924	)		(324,951	)
(Loss) income from operations				(6,011	)		3,178			43,928			41,095
Other income (expense)
	Interest expense			(34,274	)		(195	)		—			(34,469	)
	Management fee(A)			—			43,970			(43,970	)		—
	Other, net			6			270			42			318
		Total other expenses		(34,268	)		44,045			(43,928	)		(34,151	)
(Loss) income before income taxes				(40,279	)		47,223			—			6,944
Benefit (provision) for income taxes				14,666			(17,756	)		—			(3,090	)
Net (loss) income			$	(25,613	)	$	29,467		$	—		$	3,854

(A)

In accordance with the applicable management fee agreements, the Subsidiary Guarantors are the direct beneficiary of substantially all of the pre-tax income of the Non-Guarantor Subsidiaries.

        Consolidating Statements of Cash Flows:

For the Year-ended December 31, 2001 (predecessor)	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 cash (used in) provided by operating activities		11,558			67,965			4,674			84,197
Changes in assets and liabilities which used cash, 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 from investing activities		(2,449	)		(42,701	)		(5,994	)		(51,144	)
Cash flows from financing activities		5,036			(1,129	)		—			3,907
(Decrease) increase in 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-46

For the Year-ended December 31, 2002 (predecessor)	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 cash (used in) provided by operating activities		4,721			74,897			9,053			88,671
Changes in assets and liabilities which used cash, 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 from investing activities		(1,299	)		(83,310	)		(14,513	)		(99,122	)
Cash flows from financing activities		27,769			—			—			27,769
(Decrease) increase in 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 period from January 1, 2003 through March 27, 2003 (Predecessor)	AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows from operating activities:
Net (loss) income	$	(10,297	)	$	11,838		$	—		$	1,541
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities		11,319			16,845			3,097			31,261
Changes in assets and liabilities which used cash, net of Effects of acquisitions		(1,029	)		(8,018	)		895			(8,152	)
Net cash (used in) provided by operating activities		(7	)		20,665			3,992			24,650
Cash flows from investing activities		(300	)		(20,510	)		(4,981	)		(25,791	)
Cash flows from financing activities		307			(130	)		—			177
Increase in cash equivalents		—			25			(989	)		(964	)
Cash and cash equivalents, beginning of period		—			(25	)		989			964
Cash and cash equivalents, end of period	$	—		$	—		$	—		$	—

F-47

For the period from March 28, 2003 through December 31, 2003	AmeriPath, Inc.			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Consolidated Total
Cash flows from operating activities:
Net (loss) income	$	(25,613	)	$	29,467		$	—		$	3,854
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities		5,341			60,660			12,836			78,837
Changes in assets and liabilities which used cash, net of Effects of acquisitions		12,854			(39,204	)		(12,092	)		(38,442	)
Net cash (used in) provided by operating activities		(7,418	)		50,923			744			44,249
Cash flows from investing activities		(15,042	)		(29,023	)		140			(43,925	)
Cash flows from financing activities		22,460			752			—			23,212
Increase in cash equivalents		—			22,652			884			23,536
Cash and cash equivalents, beginning of period		—			—			—			—
Cash and cash equivalents, end of period	$	—		$	22,652		$	884		$	23,536

Note 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, 2002 and 2003. As a result of our audit of the period from January 1, 2003 through March 27, 2003 (predecessor), certain adjustments (i.e. interest and tax provision) were made to the first and second quarter of 2003 which resulted in differences from the amounts previously reported. 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-48

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

															(Predecessor)			(Successor)
			2002 Calendar Quarters (Predecessor)												2003 Calendar Quarters
			First			Second			Third			Fourth			First			Second			Third			Fourth
Net patient service revenue			$	105,802		$	114,131		$	117,049		$	116,668		$	113,478		$	114,052		$	115,986		$	118,096
Management service revenue				7,090			6,608			6,692			4,778			5,479			5,851			6,059			6,002
	Net revenues			112,892			120,739			123,741			121,446			118,957			119,903			122,045			124,098
Operating costs and expenses:
	Cost of services			54,340			58,885			61,250			64,098			62,145			61,316			63,150			65,305
	Selling, general and administrative expenses			20,049			20,641			21,852			22,326			21,726			22,459			21,730			21,390
	Provision for doubtful accounts			13,674			14,440			14,759			15,297			14,997			17,910			20,888			17,578
	Amortization expense			2,782			2,803			2,892			2,912			3,107			3,095			2,463			2,794
	Merger-related charges(1)			—			—			—			2,836			10,010			2,404			—			—
	Restructuring costs(2)			—			—			—			—			1,196			2,044			—			—
	Asset impairment & related charges(4)			—			—			2,753			—			—			—			—			425
		Total		90,845			96,769			103,506			107,469			113,181			109,228			108,231			107,492
Income from operations				22,047			23,970			20,235			13,977			5,776			10,675			13,814			16,606
Interest expense				(1,053	)		(1,078	)		(1,129	)		(756	)		(1,180	)		(12,010	)		(11,132	)		(11,327	)
Other income (expense), net				85			46			403			14			33			15			146			157
Write-off of deferred financing costs(3)				—			—			—			—			(957	)		—			—			—
Write-off of Genomics investment(5)				—			—			(1,000	)		—			—			—			—			—
Income (loss) before income taxes				21,079			22,938			18,509			13,235			3,672			(1,320	)		2,828			5,436
Provision for income taxes				8,431			9,175			7,343			6,171			2,131			1,236			1,108			746
Net income (loss)			$	12,648		$	13,763		$	11,166		$	7,064		$	1,541		$	(2,556	)	$	1,720		$	4,690

(1)

In connection with the March 2003 Transaction, the Company recorded merger-related charges of $2.8 million and $10.0 million and $2.4 million, in 2002 and the first and second quarters of 2003, respectively. These costs were primarily legal, accounting, advisory services and employee change in control payments related to the March 2003 Transaction.

(2)

In the first quarter of 2003, the predecessor incurred certain restructuring costs as promulgated by SFAS No. 146 of approximately $1.2 million for employee severance costs in connection with a reduction in workforce at our laboratories in Southern California, Philadelphia, Central Florida, and North Texas. The Company incurred an additional $2.0 million during the second quarter of 2003 for remaining severance costs and the closure of our lab in Southern California. The Southern California lab was closed as a result of Quest revenues that historically accounted for a significant portion of revenues for this individual lab.

(3)

In March 2003, the predecessor wrote off the remaining balance of its deferred financing costs of approximately $1.0 million related to the termination of its former credit facility as part of the March 2003 Transaction.

(4)

During the third quarter of 2002, the predecessor recorded a charge of approximately $2.1 million related to lab contracts that were terminated by Quest. In addition, the predecessor terminated its management service agreement with a managed lab operation in Georgia and recorded a charge of approximately $0.7 million. During the fourth quarter of 2003, the Company recorded a charge of approximately $0.4 million related to the sale of two practices.

(5)

In September 2002, the predecessor determined that there was an other than temporary decline in the fair value of its Genomics investment. As a result, the predecessor recorded a write down of $1.0 million to reduce this investment to its net realizable value.

Certain reclassifications have been made to the quarterly consolidated statements of operations to conform to the annual presentations.

F-49

AmeriPath, Inc.

Offer to Exchange

        $75,000,000 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

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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 Ohio, 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 Florida, LLC, AmeriPath New York, LLC, 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 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 Delaware and is subject to the provisions of the laws of the State of Delaware. AmeriPath Consolidated Labs, 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. Kailash B. Sharma, M.D., Inc., Ocmulgee 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. O'Quinn Medical Pathology Association 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 Georgia and is 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., which is a subsidiary of the Company and also a registrant under this Registration Statement, is incorporated under the laws of the State of Mississippi and is 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

II-2

provisions of the laws of the State of Ohio. Anatomic Pathology Services, 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 Oklahoma and is subject to the provisions of the laws of the State of Oklahoma. Diagnostic Pathology Management Services, 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 Oklahoma and is subject to the provisions of the laws of the State of Oklahoma. AmeriPath Pennsylvania, 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 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. CPA I, Inc., CPA II, 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. and PCA Southeast II, Inc., 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, 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 Delaware. 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. Regional Pathology Consultants, LLC and Rocky Mountain Pathology, L.L.C., 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 Utah and are subject to the provisions of the laws of the State of Utah. AmeriPath, Wisconsin, LLC, which is a subsidiary of the Company and also a registrant under this Registration Statement, is a limited liability company 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

II-3

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.

        (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 14, 2004.

AMERIPATH, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President and Executive Vice President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Executive Vice President (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/  DONALD E. STEEN Donald E. Steen	Chairman of the Board of Directors	April 14, 2004
/s/  D. SCOTT MACKESY D. Scott Mackesy	Director	April 14, 2004
/s/  SEAN M. TRAYNOR Sean M. Traynor	Director	April 14, 2004
/s/  PAUL B. QUEALLY Paul B. Queally	Director	April 14, 2004
/s/  RAYMOND RANELLI Raymond Ranelli	Director	April 14, 2004
/s/  C. ARNOLD RENSCHLER, M.D. C. Arnold Renschler, M.D.	Director	April 14, 2004

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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 14, 2004.

3-GEN DIAGNOSTIC LABORATORIES, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of 3-Gen Diagnostic Laboratories, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH 5.01(A) CORPORATION

/s/  CLAY J. COCKERELL, M.D. Clay J. Cockerell, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath 5.01(a) Corporation, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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/  CLAY J. COCKERELL, M.D. Clay J. Cockerell, M.D.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)	April 14, 2004
/s/  JOSEPH A. SONNIER, M.D. Joseph A. Sonnier, M.D.	Vice President and Director	April 14, 2004
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

AMERIPATH CINCINNATI, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Cincinnati, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  DAVID R. BARRON, M.D. David R. Barron, M.D.	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH CLEVELAND, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Cleveland, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  DAVID BARRON, M.D. David Barron, M.D.	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH CONSOLIDATED LABS, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Consolidated Labs, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH FLORIDA, LLC

/s/  JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Managing Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Florida, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/  DAVID A. REDMOND David L. Redmond	Vice President, Treasurer and Secretary of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH INDIANA, LLC

/s/  JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Managing Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Indiana, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH KENTUCKY, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Kentucky, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  JAMES P. BODNAR, M.D. James P. Bodnar, M.D.	Vice President and Managing Director	April 14, 2004

II-13

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 14, 2004.

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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)	April 14, 2004
/s/ TERRANCE A. McBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

AMERIPATH MARKETING USA, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Marketing USA, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH MICHIGAN, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Michigan, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH MISSISSIPPI, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Mississippi, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH NEW ENGLAND, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath New England, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH NEW YORK, LLC

/s/  JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Managing Sole Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath New York, LLC, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH NORTH CAROLINA, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath North Carolina, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH OHIO, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Ohio, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/  TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

AMERIPATH PCC, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath PCC, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  RICHARD LASH, M.D. Richard Lash, M.D.	Vice President and Director	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH PENNSYLVANIA, LLC

/s/ JOSEPH A. SONNIER, M.D.

By:  AmeriPath, Inc.
Its:  Managing Member
By:  Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Pennsylvania, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, and Secretary of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH PHILADELPHIA, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Philadelphia, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH SC, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath SC, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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 Joseph A. Sonnier	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH SEVERANCE 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 Severance 5.01(a) Corporation, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/ TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/ STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

AMERIPATH TEXAS, LP

/s/ JOSEPH A. SONNIER, M.D.

By: AmeriPath, LLC
Its: General Partner
By: AmeriPath, Inc.
Its: Sole Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of the general partner of AmeriPath Texas, LP, hereby appoint Joseph A. Sonnier and David L. Redmond, 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 Joseph A. Sonnier	President of General Partner (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Sole Manager of General Partner (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH YOUNGSTOWN LABS, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

        The undersigned directors and officers of AmeriPath Youngstown Labs, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ RICHARD LASH, M.D. Richard Lash, M.D.	Vice President and Director	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH YOUNGSTOWN, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Youngstown, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ RICHARD LASH, M.D. Richard Lash, M.D.	Vice President and Director	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

AMERIPATH, LLC

/s/ JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Sole Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath, LLC, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Sole Member (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Sole Manager of Sole Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

AMERIPATH WISCONSIN, LLC

/s/ Joseph A. Sonnier, M.D.

By:  AmeriPath, Inc.
Its:  Managing Member
By:  Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of AmeriPath Wisconsin, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

ANATOMIC PATHOLOGY SERVICES, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Anatomic Pathology Services, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

API NO. 2., LLC

/s/ JOSEPH A. SONNIER, M.D.

By: AmeriPath, LLC
Its: Sole Member
By: AmeriPath, Inc.
Its: Sole Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers the sole member of the sole member of API No. 2., LLC, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Sole Member (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer Secretary and Sole Manager of Sole Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

ARIZONA PATHOLOGY GROUP, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Arizona Pathology Group, Inc, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redomond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

ARLINGTON PATHOLOGY ASSOCIATION 5.01(A) CORPORATION

/s/ JOSPEH 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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/ TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/ STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

COLUMBUS PATHOLOGY ASSOCIATES

/s/ JOSEPH A. SONNIER, M.D.

By: CPA I, Inc.
Its: General Partner
By: Joseph A. Sonnier, M.D.
Its: President

/s/ JOSEPH A. SONNIER, M.D.

By: CPA II, Inc.
Its: General Partner
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the general partners of Columbus Pathology Associates, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director of CPA I, Inc. and CPA II, Inc., the General Partners of Columbus Pathology Associates (Principal Executive Officer)	April 14, 2004

II-37

/s/ DAVID L. REDMOND David L. Redomond	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 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director of CPA I, Inc. and CPA II, Inc., the General Partners of Columbus Pathology Associates	April 14, 2004

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 14, 2004.

CPA I, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of CPI I, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redomond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

CPA II, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of CPA II, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redomond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

DERMATOPATHOLOGY SERVICES, INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Dermatopathology Services, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redomond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

II-41

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 14, 2004.

DFW 5.01(A) CORPORATION

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier
President

POWER OF ATTORNEY

        The undersigned directors and officers of DFW 5.01(a) Corporation, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/ TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/ STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

/s/ JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Managing Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of Diagnostic Pathology Management Services, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

KAILASH B. SHARMA, M.D., INC.

/s/ JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Kailash B. Sharma, M.D., Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	April 14, 2004
/s/ TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/ STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES

/s/ JOSEPH A. SONNIER, M.D.

By: Sharon G. Daspit, M.D., Inc.
Its: General Partner
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the general partner of Nuclear Medicine and Pathology Associates, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director of the General Partner of Nuclear Medicine and Pathology Associates (Principal Executive Officer)	April 14, 2004
/s/ DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director of the General Partner of Nuclear Medicine and Pathology Associates (Principal Financial and Accounting Officer)	April 14, 2004
/s/ MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director of the General Partner of Nuclear Medicine and Pathology Associates	April 14, 2004

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 14, 2004.

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Ocmulgee Medical Pathology Association, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

O'QUINN MEDICAL PATHOLOGY ASSOCIATION, L.L.C.

/s/  JOSEPH A. SONNIER, M.D.

By: AmeriPath, Inc.
Its: Managing Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of O'Quinn Medical Pathology Association, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President of Managing Member (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer and Secretary of Managing Member (Principal Financial and Accounting Officer)	April 14, 2004

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 14, 2004.

PCA OF COLUMBUS, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Columbus, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA OF DENVER, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Denver, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA OF LOS GATOS, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Los Gatos, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA OF MEMPHIS, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Memphis, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA OF NASHVILLE, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of Nashville, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA OF ST. LOUIS II, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA of St. Louis, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PCA SOUTHEAST II, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of PCA Southeast II, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

PETER G. KLACSMANN, M.D., INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Peter G. Klacsmann, M.D., Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

REGIONAL PATHOLOGY CONSULTANTS, LLC

/s/  JOSEPH A. SONNIER, M.D.

By: Strigen, Inc.
Its: Managing Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of Regional Pathology Consultants, LLC hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director of the Managing Member of Regional Pathology Consultants, LLC (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director of the Managing Member of Regional Pathology Consultants, LLC (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director of the Managing Member of Regional Pathology Consultants, LLC	April 14, 2004

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 14, 2004.

ROCKY MOUNTAIN PATHOLOGY, L.L.C.

/s/  JOSEPH A. SONNIER, M.D.

By: Strigen, Inc.
Its: Sole Member
By: Joseph A. Sonnier, M.D.
Its: President

POWER OF ATTORNEY

        The undersigned directors and officers of the sole member of Rocky Mountain Pathology, L.L.C. hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director of the Sole Member of Rocky Mountain Pathology, L.L.C. (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director of the Sole Member of Rocky Mountain Pathology, L.L.C. (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director of the Sole Member of Rocky Mountain Pathology, L.L.C.	April 14, 2004

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 14, 2004.

SHARON G. DASPIT, M.D., INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Sharon G. Daspit, M.D., Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

SHOALS PATHOLOGY ASSOCIATES, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Shoals Pathology Associates, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

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 14, 2004.

STRIGEN, INC.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of Strigen, Inc., hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

TID ACQUISITION CORP.

/s/  JOSEPH A. SONNIER, M.D.

Joseph A. Sonnier, M.D.
President

POWER OF ATTORNEY

        The undersigned directors and officers of TID Acquisition Corporation, hereby appoint Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  MARTIN J. STEFANELLI Martin J. Stefanelli	Vice President and Director	April 14, 2004

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 14, 2004.

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 Joseph A. Sonnier and David L. Redmond, 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.	President and Director (Principal Executive Officer)	April 14, 2004
/s/  DAVID L. REDMOND David L. Redmond	Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)	April 14, 2004
/s/  TERRANCE A. MCBURNEY, M.D. Terrance A. McBurney, M.D.	Vice President and Director	April 14, 2004
/s/  STEPHEN ALDRED, M.D. Stephen Aldred, M.D.	Director	April 14, 2004

II-64

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 (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.1*	AmeriPath Inc.'s Amended and Restated Certificate of Incorporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.2*	AmeriPath, Inc.'s Amended and Restated Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.3*	Articles of Incorporation of 3-GEN Diagnostic Laboratories, Inc., as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.4*	By-Laws of 3-GEN Diagnostic Laboratories, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.5*	Articles of Incorporation of AmeriPath 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.6*	Bylaws of AmeriPath 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.7*	Certificate of Amended and Restated Articles of Incorporation of AmeriPath Cincinnati, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.8*	Code of Regulations of AmeriPath Cincinnati, Inc. (f/k/a Daniel F. Richfield, M.D., Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.9*	Articles of Incorporation of AmeriPath Cleveland, Inc. (f/k/a Beno Michel, M.D., Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.10*	Code of Regulations of AmeriPath Cleveland, Inc. (f/k/a Beno Michel, M.D., Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.11*	Articles of Incorporation of AmeriPath Consolidated Labs, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.12*	Bylaws of AmeriPath Consolidated Labs, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.13	Certificate of Formation of AmeriPath Florida, LLC (f/k/a D&P Pathology, Inc.)
3.14	Amended and Restated Limited Liability Company Operating Agreement of AmeriPath Florida, LLC

II-65

3.15*	Articles of Organization of AmeriPath Indiana, LLC. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.16*	Operating Agreement of AmeriPath Indiana, LLC. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.17*	Articles of Incorporation of AmeriPath Kentucky, Inc. (f/k/a Technical Pathology Services, Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.18*	By-Laws of AmeriPath Kentucky, Inc. (f/k/a Technical Pathology Services, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.19*	Articles of Incorporation of AmeriPath Lubbock 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.20*	Bylaws of AmeriPath Lubbock 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.21*	Articles of Incorporation of AmeriPath Marketing USA, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.22*	Bylaws of AmeriPath Marketing USA, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.23*	Restated Articles of Incorporation of AmeriPath Michigan, Inc. (f/k/a J.J. Humes, M.D. and Associates, P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.24*	Bylaws of AmeriPath Michigan, Inc. (f/k/a J.J. Humes, M.D. and Associates, P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.25*	Amended and Restated Articles of Incorporation of AmeriPath Mississippi, Inc. (f/k/a Sturgis, Samson & Henderson Pathology Laboratory, P.A.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.26*	Bylaws of AmeriPath Mississippi, Inc. (f/k/a Sturgis, Henderson & Proctor Pathology Laboratory, P.A.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.27*	Certificate of Incorporation of AmeriPath New England, Inc. (f/k/a PathSOURCE—New England, Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.28*	By-Laws of AmeriPath New England, Inc. (f/k/a PathSOURCE—New England, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.29	Certificate of Formation of AmeriPath New York, LLC (f/k/a AmeriPath NY Labs, Inc.), as amended.

II-66

3.30	Amended and Restated Limited Liability Company Operating Agreement of AmeriPath New York, LLC (f/k/a AmeriPath NY Labs, Inc.)
3.31*	Amended and Restated Articles of Incorporation of AmeriPath North Carolina, Inc. (f/k/a H. Michael Jones, M.D., P.A.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.32*	Amended and Restated Bylaws of AmeriPath North Carolina, Inc. (f/k/a H. Michael Jones, M.D., P.A.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.33*	Certificate of Incorporation of AmeriPath Ohio, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.34*	Bylaws of AmeriPath Ohio, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.35*	Articles of Incorporation of AmeriPath PAT 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.36*	Bylaws of AmeriPath PAT 5.01(a) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)Corporation.
3.37*	Articles of Incorporation of AmeriPath PCC, Inc. (f/k/a Siegler, Vareska & Associates, Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.38*	Regulations of AmeriPath PCC, Inc. (f/k/a Siegler, Vareska & Associates, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.39	Certificate of Organization of AmeriPath Pennsylvania, LLC (f/k/a APPa, LLC), as amended.
3.40	Amended and Restated Limited Liability Company Operating Agreement of AmeriPath Pennsylvania, LLC (f/k/a APPa, LLC)
3.41*	Certificate of Incorporation of AmeriPath Philadelphia, Inc. (f/k/a Consulting Pathologists, P.A.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.42*	Amended and Restated By-Laws of AmeriPath Philadelphia, Inc. (f/k/a Consulting Pathologists, P.A.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.43*	Articles of Incorporation of AmeriPath SC, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.44*	Bylaws of AmeriPath SC, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)

II-67

3.45*	Articles of Incorporation of AmeriPath Severance 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.46*	Bylaws of AmeriPath Severance 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.47*	Certificate of Limited Partnership of AmeriPath Texas, LP (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.48*	Limited Partnership Agreement of AmeriPath Texas, LP (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.49*	Articles of Incorporation of AmeriPath Youngstown Labs, Inc. (f/k/a Mahoning Medical Laboratories, Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.50*	Amended and Restated Code of Regulations of AmeriPath Youngstown Labs, Inc. (f/k/a Mahoning Medical Laboratories, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.51*	Articles of Incorporation of AmeriPath Youngstown, Inc. (f/k/a Consultant Pathology Associates, Inc.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.52*	Code of Regulations of Youngstown, Inc. (f/k/a Consultant Pathology Associates, Inc.)
3.53*	Certificate of Formation of AmeriPath, LLC (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.54*	Limited Liability Company Agreement of AmeriPath, LLC (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.55	Articles of Organization of AmeriPath, Wisconsin, LLC (f/k/a in APWS, LLC), as amended.
3.56	Amended and Restated Limited Liability Company Operating Agreement of AmeriPath, Wisconsin, LLC (f/k/a APWS, LLC)
3.57*	Amended Certificate of Incorporation of Anatomic Pathology Services, Inc. (f/k/a Anatomic Pathology Processing Services, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.58*	Bylaws of Anatomic Pathology Services, Inc. (f/k/a Anatomic Pathology Processing Services, Inc.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.59*	Certificate of Formation of API No. 2, LLC. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.60*	Limited Liability Company Agreement of API No. 2, LLC (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).

II-68

3.61*	Articles of Incorporation of Arizona Pathology Group, Inc. (f/k/a Arizona Pathology Group, P.C.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.62*	Bylaws of Arizona Pathology Group, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.63*	Articles of Incorporation of Arlington Pathology Association 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.64*	Bylaws of Arlington Pathology Association 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.65*	Partnership Agreement of Columbus Pathology Associates, as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.66*	Charter of CPA I, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.67*	CPA I, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.68*	Charter of CPA II, Inc (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.69*	CPA II, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.70*	Articles of Incorporation of Dermatopathology Services, Inc. (f/k/a Dermatopathology Services, P.C.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.71*	By Laws of Dermatopathology Services, Inc. (f/k/a Dermatopathology Services, P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.72*	Articles of Incorporation of DFW 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.73*	Bylaws of DFW 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.74	Articles of Organization of Diagnostic Pathology Management Services, LLC.
3.75	Amended and Restated Limited Liability Company Operating Agreement of Diagnostic Pathology Management Services, LLC.
3.76*	Articles of Incorporation of Kailash B. Sharma, M.D., Inc. (f/k/a Kailash B. Sharma, M.D., P.C.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.77*	Amended and Restated Bylaws of Kailash B. Sharma, M.D., Inc. (f/k/a Kailash B. Sharma, M.D., P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)

II-69

3.78*	Articles of Incorporation of NAPA 5.01(a) Corporation (f/k/a AmeriPath Texarkana 5.01(a) Corporation), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.79*	Bylaws of NAPA 5.01(a) Corporation (f/k/a AmeriPath Texarkana 5.01(a) Corporation) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.80*	Amended and Restated Partnership Agreement of Nuclear Medicine and Pathology Associates (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.81*	Articles of Incorporation of Ocmulgee Medical Pathology Association, Inc. (f/k/a Ocmulgee Medical Pathology Association, P.A.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.82*	Ocmulgee Medical Pathology Association, Inc. (f/k/a Ocmulgee Medical Pathology Association, P.A.) By-Laws, as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.83	Articles of Organization of O'Quinn Medical Pathology Association, LLC (f/k/a James L. O'Quinn, M.D., P.C.), as amended.
3.84	Amended and Restated Limited Liability Company Operating Agreement of O'Quinn Medical Pathology Association, LLC (f/k/a James L. O'Quinn, M.D., P.C.)
3.85*	Articles of Incorporation of PCA of Columbus, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.86*	PCA of Columbus, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.87*	Charter of PCA of Denver, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.88*	PCA of Denver, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.89*	Charter of PCA of Los Gatos, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.90*	PCA of Los Gatos, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.91*	Charter of PCA of Memphis, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.92*	PCA of Memphis, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.93*	Charter of PCA of Nashville, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)

II-70

3.94*	PCA of Nashville, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.95*	Charter of PCA of St. Louis II, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.96*	PCA of St. Louis II, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.97*	Charter of PCA Southeast II, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.98*	PCA Southeast II, Inc. Bylaws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.99*	Articles of Incorporation of Peter G. Klacsmann, M.D., Inc. (f/k/a Peter G. Klacsmann, M.D., P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.100*	Amended and Restated Bylaws of Peter G. Klacsmann, M.D., Inc. (f/k/a Peter G. Klacsmann, M.D., P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.101	Amended and Restated Articles of Organization of Regional Pathology Consultants, LLC.
3.102	Operating Agreement of Regional Pathology Consultants, LLC.
3.103*	Articles of Organization of Rocky Mountain Pathology, L.L.C. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.104*	Operating Agreement of Rocky Mountain Pathology, L.L.C. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.105*	Articles of Incorporation of Sharon G. Daspit, M.D., Inc. (f/k/a Sharon G. Daspit, M.D., P.C.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.106*	Amended and Restated Bylaws of Sharon G. Daspit, M.D., Inc. (f/k/a Sharon G. Daspit, M.D., P.C.) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.107*	Articles of Incorporation of Shoals Pathology Associates, Inc. (f/k/a Shoals Pathology Associates, P.C.), as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.108*	Bylaws of Shoals Pathology Associates, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.109*	Articles of Incorporation of Simpson Pathology 5.01(a) Corporation (f/k/a C.B. Simpson, M.D. and Associates) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).

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3.110*	Bylaws of Simpson Pathology 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.111*	Articles of Incorporation of Strigen, Inc., as amended (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.112*	Bylaws of Strigen, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.113*	Certificate of Incorporation of TID Acquisition Corp. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
3.114*	TID Acquisition Corp. By-Laws (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.115*	Articles of Incorporation of TXAR 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
3.116*	Bylaws of TXAR 5.01(a) Corporation (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
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 (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
4.2	Supplemental Indenture dated as of February 13, 2004 among AmeriPath, Inc., AmeriPath Holdings, Inc., the Guarantors and U.S. Bank National Association
4.3*	Form of 10.50% Senior Subordinated Notes due 2013 (included in exhibit 4.1) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
5.1	Opinion of Ropes & Gray LLP regarding the validity of the exchange notes.
10.1	Purchase Agreement, amended and restated as of February 11, 2004 between AmeriPath, Inc., the Guarantors and Credit Suisse First Boston LLC on behalf of the Initial Purchasers
10.2	Registration Rights Agreement, dated as of February 17, 2004, among AmeriPath, Inc., the Guarantors and Credit Suisse First Boston LLC on behalf of the Initial Purchasers
10.3	Amendment Agreement dated as of February 17, 2004, to the Credit Agreement dated as of March 27, 2003, and AmeriPath, Inc., AmeriPath Holdings, Inc., the Guarantors, the lenders party thereto and Credit Suisse First Boston.
10.4	Amended and Restated Credit Agreement, dated as of February 17, 2004, among AmeriPath, Inc., AmeriPath Holdings, Inc., the Lenders, and Credit Suisse First Boston (included in exhibit 10.3)
10.5*	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 (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).

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10.6	Supplement to the Guarantee and Collateral Agreement, dated as of February 17, 2004, among AmeriPath Florida, LLC, AmeriPath Pennsylvania, LLC, AmeriPath Wisconsin, LLC, Regional Pathology Consultants, LLC and Credit Suisse First Boston LLC
10.7*	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) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
10.8*	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) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
10.9*	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) (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
10.10*	AmeriPath Holdings, Inc. and its Subsidiaries 2003 Stock Option and Restricted Stock Option Plan (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference).
10.11*	Employment Agreement, dated May 23, 2003, by and between AmeriPath, Inc. and Joseph A. Sonnier, M.D. (previously filed as an exhibit to AmeriPath, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 and incorporated herein by reference)
10.12*	Employment Agreement, dated May 15, 2003, by and between AmeriPath, Inc. and Martin S. Stefanelli (previously filed as an exhibit to AmeriPath, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 and incorporated herein by reference)
10.13*	Employment Agreement, dated May 15, 2003, by and between AmeriPath, Inc. and David L. Redmond (previously filed as an exhibit to AmeriPath, Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 and incorporated herein by reference)
10.14*	Separation Agreement, dated January 21, 2004, among AmeriPath, Inc., AmeriPath Holdings, Inc. and James C. New (previously filed as an exhibit to AmeriPath, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003 and incorporated herein by reference)
12.1*	Statements re Computation of Ratios (included in the financial statements of AmeriPath, Inc.)
21.1*	Subsidiaries of AmeriPath, Inc. (previously filed as an exhibit to AmeriPath, Inc.'s Registration Statement on Form S-4 (No. 333-104874) and incorporated herein by reference)
23.1	Consent of Ropes & Gray LLP (see Exhibit 5.1)
23.2	Consent of Ernst & Young LLP
23.3	Consent of Deloitte & Touche LLP

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24.1	Powers of Attorney (see signature pages)
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

*

Previously filed.

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QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Our Company
Industry Overview
Competitive Strengths
Business Strategy
The March 2003 Transaction
Recent Developments
Summary of the Terms of the Exchange Notes
Risk Factors
Additional Information
Summary Historical Consolidated Financial Information
RISK FACTORS
Risks Relating to the Exchange Offer and the Notes
Risks Relating to Our Business
FORWARD-LOOKING STATEMENTS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Combined Year Ended December 31, 2003 (dollars in thousands)
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (dollars in thousands)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
GOVERNMENT REGULATION
MANAGEMENT
Summary Compensation Table
Option Grants In Fiscal 2003
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands)
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands)
AMERIPATH, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER'S 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)
AmeriPath, Inc.
Offer to Exchange
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
POWER OF ATTORNEY
POWER OF ATTORNEY
POWER OF ATTORNEY
POWER OF ATTORNEY
POWER OF ATTORNEY
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EXHIBIT INDEX

EX-3.13

Exhibit 3.13

CERTIFICATE OF FORMATION

OF

AMERIPATH FLORIDA, LLC

1.The name of the limited liability company is AmeriPath Florida, LLC.

2.The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808.  The name of its registered agent at such address is Corporation Service Company.

3.The Formation shall be effective as of 11:59 p.m. Eastern Standard Time on December 31, 2003.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of AmeriPath Florida, LLC on this 24th day of December, 2003.

/s/ STEPHEN A. DILLEMUTH

Stephen A. Dillemuth

Authorized Person

EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AMERIPATH FLORIDA, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath Florida, LLC (the “Company”), effective as of 11:59 p.m. on the 11^th day of February, 2004, is made by AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.             FORMATION.

1.1           Organization.  Effective with the filing of the Certificate of Formation (the “Certificate”), the Company, constituted a limited liability company formed pursuant to the Delaware Limited Liability Company Act (the “Delaware Act”) and other applicable laws of the State of Delaware.  The Member shall, when required, file such amendments to or restatements of the Certificate, in such public offices in the State of Delaware or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Certificate, and to preserve the character of the Company as a limited liability company.

1.2           Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and of no force or effect whatsoever.  The Company shall not record on its books and records any purported Issuance of Additional Interests or any purported Transfer of the

Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)           For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.             NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “AmeriPath Florida, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.  The initial registered agent for service of process at the registered office of the Company shall be Corporation Service Company.  The initial registered office of the Company shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3.             PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Delaware Act.

4.             STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.             TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.             MANAGEMENT OF THE COMPANY.

6.1           Management and Authority.  The business and affairs of the Company shall be managed by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, 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

2

business, including, without limitation, the right and power to appoint individuals to serve as officers of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2           Liability of the Member.

6.2.1        The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2        Subject to the limitations of the Delaware Act, the Member or any affiliate of the Member may transact business freely with the Company and no transaction with the Company by the Member or any affiliate of the Member shall be void or voidable solely because the Member or any affiliate has an interest, direct or indirect, in the transaction.

6.2.3        The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other person solely by engaging in any other business or venture.

6.3           Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4           Removal of Officers.  Any of the Officers 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.

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6.5           Compensation for Services.  Compensation of Officers shall be as approved by the Member.

6.6           Liability of the Officers and Member.

6.6.1        No Member or Officer shall be liable to the Company or to the Member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer, as applicable, may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Delaware Act and other applicable law.

6.6.2        If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, 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 Delaware Act.  In the event that any of the provisions of this Section 6.6 (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.

7.             INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1           Generally.

7.1.1        The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member or any Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or any Officer in connection with the business of the Company, including attorneys’ fees incurred by the Member or any Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by the Delaware Act and applicable law.

7.1.2        The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

7.2           Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

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7.3               Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member or Officer to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member.

8.             RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1           Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Delaware 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 the Delaware Act.

8.2           Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Delaware Act.

8.3           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 with or without any written consents or other writings describing the action taken.

8.4           Effects of Events Resulting in Cessation of Membership.

8.4.1        The Member will remain a member of the Company in the event of becoming a bankrupt or executing an assignment for the benefit of creditors or the dissolution of the Member.

8.4.2        If the Member is dissolved or terminated, the powers, rights and obligations of the Member shall be passed onto and exercised by its successor or personal representative.

8.5           Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Delaware from time to time.

9.             CAPITAL CONTRIBUTIONS.

9.1           Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No

5

Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2           Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3           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 13.

9.4           No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

10.          DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Delaware Act.

11.          BOOKS AND RECORDS.

11.1         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.

11.2         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.

11.3         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.

6

12.          ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a).

13.          DISSOLUTION.

13.1         Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)           the written consent of the Member; or

(b)           upon entry of a decree of judicial dissolution.

The Company shall continue and shall not dissolve as a result of any event specified in Section 18-801(a) of the Delaware Act, so long as, as a result of any such occurrence, the Member’s successor, or its designee, becomes a Member in accordance with the provisions of the Delaware Act.

13.2         Liquidation of Property and Application of Proceeds.

13.2.1      Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Delaware Act.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)            prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)           settling and closing the Company’s business;

(iii)          liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)          discharging or making reasonable provision for the Company’s liabilities; and

(v)           distributing the proceeds of liquidation and any undisposed property.

13.2.2      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

7

satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)           thereafter, to the Member.

14.          MISCELLANEOUS.

14.1         Amendment.  This Agreement may only be amended by the Member in writing.

14.2         Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

14.3         Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

14.4         Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

14.5         Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6         Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7         Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	Name  David L. Redmond
	Title:  Executive Vice President and CFO

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EX-3.29

Exhibit 3.29

CERTIFICATE OF FORMATION

OF

AMERIPATH NEW YORK, LLC

1.The name of the limited liability company is AmeriPath New York, LLC.

2.The address of its registered office in the state of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of AmeriPath New York, LLC this 24th day of December, 2003.

/s/ STEPHEN A. DILLEMUTH

Stephen A. Dillemuth

An Authorized Person

EX-3.30

Exhibit 3.30

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AMERIPATH NEW YORK, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath New York, LLC (the “Company”), effective as of 11:59 p.m. on the 11^th day of February, 2004, is made by AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.FORMATION.

1.1Organization.  Effective with the filing of the Certificate of Formation (the “Certificate”), the Company, constituted a limited liability company formed pursuant to the Delaware Limited Liability Company Act (the “Delaware Act”) and other applicable laws of the State of Delaware.  The Member shall, when required, file such amendments to or restatements of the Certificate, in such public offices in the State of Delaware or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Certificate, and to preserve the character of the Company as a limited liability company.

1.2Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and of no force or effect whatsoever.  The Company shall not record on its books and records

any purported Issuance of Additional Interests or any purported Transfer of the Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “AmeriPath Florida, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.  The initial registered agent for service of process at the registered office of the Company shall be Corporation Service Company.  The initial registered office of the Company shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

3.PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Delaware Act.

4.STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Delaware.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.MANAGEMENT OF THE COMPANY.

6.1Management and Authority.  The business and affairs of the Company shall be managed by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, 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

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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 of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2Liability of the Member.

6.2.1The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2Subject to the limitations of the Delaware Act, the Member or any affiliate of the Member may transact business freely with the Company and no transaction with the Company by the Member or any affiliate of the Member shall be void or voidable solely because the Member or any affiliate has an interest, direct or indirect, in the transaction.

6.2.3The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other person solely by engaging in any other business or venture.

6.3Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4Removal of Officers.  Any of the Officers 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.

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6.5Compensation for Services.  Compensation of Officers shall be as approved by the Member.

6.6Liability of the Officers and Member.

6.6.1No Member or Officer shall be liable to the Company or to the Member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer, as applicable, may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Delaware Act and other applicable law.

6.6.2If the Delaware Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, 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 Delaware Act.  In the event that any of the provisions of this Section 6.6 (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.

7.INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1Generally.

7.1.1The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member or any Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or any Officer in connection with the business of the Company, including attorneys’ fees incurred by the Member or any Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by the Delaware Act and applicable law.

7.1.2The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

7.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

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7.3Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member or Officer to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member.

8.RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Delaware 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 the Delaware Act.

8.2Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Delaware Act.

8.3Action 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 with or without any written consents or other writings describing the action taken.

8.4Effects of Events Resulting in Cessation of Membership.

8.4.1The Member will remain a member of the Company in the event of becoming a bankrupt or executing an assignment for the benefit of creditors or the dissolution of the Member.

8.4.2If the Member is dissolved or terminated, the powers, rights and obligations of the Member shall be passed onto and exercised by its successor or personal representative.

8.5Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Delaware from time to time.

9.CAPITAL CONTRIBUTIONS.

9.1Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No

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Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3Return 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 13.

9.4No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

10.DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Delaware Act.

11.BOOKS AND RECORDS.

11.1Availability.  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.

11.2Tax 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.

11.3Depositories.  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.

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12.ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a).

13.DISSOLUTION.

13.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)the written consent of the Member; or

(b)upon entry of a decree of judicial dissolution.

The Company shall continue and shall not dissolve as a result of any event specified in Section 18-801(a) of the Delaware Act, so long as, as a result of any such occurrence, the Member’s successor, or its designee, becomes a Member in accordance with the provisions of the Delaware Act.

13.2Liquidation of Property and Application of Proceeds.

13.2.1Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Delaware Act.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Delaware Act as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

13.2.2Distribution 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

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satisfaction of liabilities of the Company, whether by payment or the making of reasonable provisions for payment thereof; and

(ii)thereafter, to the Member.

14.MISCELLANEOUS.

14.1Amendment.  This Agreement may only be amended by the Member in writing.

14.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

14.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Delaware.

14.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

14.5Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:  Executive Vice President and CFO

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EX-3.39

Exhibit 3.39

CERTIFICATE OF ORGANIZATION
OF
APPa, LLC

The undersigned, desiring to form a limited liability company pursuant to the Pennsylvania Limited Liability Company Law, 15 Pa.C.S. §8913, certifies as to the following:

1.The name of the limited liability company is “APPa, LLC.”

2.The name and county of the limited liability company’s initial registered agent and registered office is:

Corporation Service Company
Dauphin County

3.The name and street address of the organizer is:

Stephen A. Dillemuth
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404

4.The management of the limited liability company is vested in its members.

5.The term of existence of the limited liability company is perpetual.

[Signature on following page]

IN WITNESS WHEREOF, the undersigned executes this Certificate of Organization this 25th day of September, 2003.

/s/ STEPHEN A. DILLEMUTH

Stephen A. Dillemuth

Organizer

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CERTIFICATE OF MERGER
OF
AMERIPATH PENNSYLVANIA, INC.
(a Pennsylvania corporation)
WITH AND INTO
APPa, LLC
(a Pennsylvania limited liability company)

Pursuant to the provisions of Section 1926 of the Pennsylvania Business Corporation Law and Section 8958 of the Pennsylvania Limited Liability Company Law, AmeriPath Pennsylvania, Inc. and APPa, LLC (the “Companies”) submit the following Certificate of Merger for filing and certify that:

1.The name and jurisdiction of formation of each of the entities which are to merge are:

Name	Jurisdiction
AmeriPath Pennsylvania, Inc.	Pennsylvania
APPa, LLC	Pennsylvania

2.The name and county of the registered office of each of the Companies is:

AmeriPath Pennsylvania, Inc.	APPa, LLC
Corporation Service Company	Corporation Service Company
Dauphin County	Dauphin County

3.A Plan and Agreement of Merger for the merger of AmeriPath Pennsylvania, Inc. with and into APPa, LLC has been approved by unanimous written consent of the sole member of APPa, LLC and has been approved by unanimous written consent of the Board of Directors and sole shareholder of AmeriPath Pennsylvania, Inc., in each case in accordance with applicable provisions of the Pennsylvania Limited Liability Company Law and the Pennsylvania Business Corporation Law, respectively.

4.The merger shall be effective at 11:59 p.m. on September 30, 2003.

5.The Plan and Agreement of Merger is attached hereto as Exhibit A.

6.Effective as of the merger, the surviving company, APPa, LLC, will change its name to AmeriPath Pennsylvania, LLC.

IN WITNESS WHEREOF, AmeriPath Pennsylvania, Inc. and APPa, LLC have each caused this Certificate of Merger to be executed by a duly authorized officer this 29th day of September, 2003.

APPa, LLC
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary
AMERIPATH PENNSYLVANIA, INC.
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary

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Exhibit A

Plan and Agreement of Merger

PLAN AND AGREEMENT OF MERGER

Pursuant to this Plan and Agreement of Merger (the “Agreement of Merger”), dated as of the 29th day of September, 2003, AmeriPath Pennsylvania, Inc., a Pennsylvania corporation, shall be merged with and into APPa, LLC, a Pennsylvania limited liability company.

SECTION I
DEFINITIONS

1.1Effective Date.   “Effective Date” shall mean 11:59 p.m. on September 30, 2003.

1.2Surviving Company.    “Surviving Company” shall refer to APPa, LLC, a Pennsylvania limited liability company and wholly-owned subsidiary of AmeriPath, Inc. (“Parent”) that is disregarded as an entity separate from Parent, its sole member, for all income tax purposes 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), which, subsequent to the Merger contemplated by this Agreement of Merger, shall be known as AmeriPath Pennsylvania, LLC in accordance with Section 2.1 of this Agreement of Merger.  The principal office of the Surviving Company is located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.

1.3Merging Corporation.     “Merging Corporation” shall refer to AmeriPath Pennsylvania, Inc., a Pennsylvania corporation and wholly-owned corporate subsidiary of Parent.

1.4Merger.   “Merger” shall refer to the merger of the Merging Corporation with and into the Surviving Company as provided in Section 2.1 of this Agreement of Merger.

SECTION 2
TERMS OF MERGER

2.1Merger.   In accordance with the applicable laws of the State of Pennsylvania and subject to the terms and conditions set forth in this Agreement of Merger, the Merging Corporation shall, on the Effective Date, be merged with and into the Surviving Company, APPa, LLC, and the separate existence of the Merging Corporation shall thereupon cease. The Surviving Company shall continue to exist after the Merger and shall be governed by the laws of the State of Pennsylvania under the company name “AmeriPath Pennsylvania, LLC.” Parent, the sole member of the Surviving Company immediately before the Merger, shall remain the sole member of the Surviving Company as a result of the Merger and this Agreement of Merger.

2.2Effective Date.   The Merger contemplated by this Agreement of Merger shall become effective on the Effective Date.

2.3Certificate of Organization.   The Certificate of Organization of the Surviving Company as it exists on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the change of name to “AmeriPath Pennsylvania, LLC”.

2.4Operating Agreement.  The Operating Agreement of the Surviving Company as it exists on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the new name of the Surviving Company after the Merger.

2.5Officers.  The officers of APPa, LLC shall continue to serve as the officers of the Surviving Company, and shall hold office from and after the Effective Date until their respective successors are elected and qualify.

SECTION 3
MANNER OF CONVERTING SHARES AND MEMBERSHIP INTERESTS

The issued and outstanding shares of the Merging Corporation shall be canceled and cease to exist by virtue of the Merger on the Effective Date. The issued and outstanding membership interests of the Surviving Company shall remain issued and outstanding and be unaffected by the Merger.

SECTION 4
TAX TREATMENT OF TRANSACTION

Because the Surviving Company is disregarded as an entity separate from Parent, the sole member of the Surviving Company, it is the express intention that, for all income tax purposes, (i) the Merger effect a complete liquidation of the Merging Corporation into Parent within the meaning of Sections 332, 334(b)(l) and 337(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of applicable state tax laws (and any successor provisions), and (ii) the adoption of the resolutions by the Board of Directors of the Merging Corporation, and by Parent, as the sole member of the Surviving Company and as the sole shareholder of the Merging Corporation, respectively, authorizing and approving the Merger constitute a duly adopted plan of complete liquidation of the Merging Corporation into Parent for purposes of the aforementioned sections of the Code and corresponding provisions of applicable state tax laws (and any successor provisions). The Merging Corporation and the Surviving Corporation intend to execute this Agreement of Merger in order to achieve the foregoing tax treatment, which the Merging Corporation and the Surviving Company have determined to be in their best interests.

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SECTION 5
FURTHER ASSURANCES

Each party to this Agreement of Merger agrees to do such things as may be reasonably required by the other party in order more effectively to consummate or document the transactions contemplated by this Agreement of Merger.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned entities have caused this Agreement of Merger to be executed by their duly authorized officers as of the date first above written.

SURVIVING COMPANY:
APPa, LLC
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary
MERGING CORPORATION:
AMERIPATH PENNSYLVANIA, INC.
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary

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EX-3.40

Exhibit 3.40

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AMERIPATH PENNSYLVANIA, LLC

(f/k/a APPa, LLC)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath Pennsylvania, LLC (the “Company”), effective as of 11:59 p.m. on the 11^th day of February, 2004, is made by the Company and AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.FORMATION.

1.1Organization.  Effective with the filing of the Certificate of Organization (the “Certificate”), the Company, which was originally named “APPa, LLC”, constituted a limited liability company formed pursuant to the Pennsylvania Limited Liability Company Law (the “Pennsylvania Act”) and other applicable laws of the State of Pennsylvania.  The Member shall, when required, file such amendments to or restatements of the Certificate, in such public offices in the State of Pennsylvania or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Certificate, and to preserve the character of the Company as a limited liability company.

1.2Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and

of no force or effect whatsoever.  The Company shall not record on its books and records any purported Issuance of Additional Interests or any purported Transfer of the Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “AmeriPath Pennsylvania, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.  The initial registered agent for service of process at the registered office of the Company shall be Corporation Service Company.  The initial registered office of the Company shall be located at 2704 Commerce Drive, Suite B, Harrisburg, Pennsylvania 17110-9365.

3.PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Pennsylvania Act.

4.STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Pennsylvania.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.MANAGEMENT OF THE COMPANY.

6.1Management and Authority.  The business and affairs of the Company shall be managed by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties

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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 of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2Liability of the Member.

6.2.1The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2Subject to the limitations of the Pennsylvania Act, the Member or any affiliate of the Member may transact business freely with the Company and no transaction with the Company by the Member or any affiliate of the Member shall be void or voidable solely because the Member or any affiliate has an interest, direct or indirect, in the transaction.

6.2.3The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other person solely by engaging in any other business or venture.

6.3Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4Removal of Officers.  Any of the Officers may be removed by the Member at any time, by written notice of such removal given without any prior notice or

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warning, for any reason whatsoever, and the Member shall appoint such Officer’s successor.

6.5Compensation for Services.  Compensation of Officers shall be as approved by the Member.

6.6Liability of the Officers and Member.

6.6.1No Member or Officer shall be liable to the Company or to the Member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer, as applicable, may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Pennsylvania Act and other applicable law.

6.6.2If the Pennsylvania Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, 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 Pennsylvania Act.  In the event that any of the provisions of this Section 6.6 (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.

7.INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1Generally.

7.1.1The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member or any Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or any Officer in connection with the business of the Company except where such act or failure to act constitutes willful misconduct or recklessness, including attorneys’ fees incurred by the Member or any Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

7.1.2The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

7.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into

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indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

7.3Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member or Officer to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member.

8.RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Pennsylvania 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 the Pennsylvania Act.

8.2Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Pennsylvania Act.

8.3Action 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 with or without any written consents or other writings describing the action taken.

8.4Effects of Events Resulting in Cessation of Membership.

8.4.1The Member will remain a member of the Company in the event of becoming a bankrupt or executing an assignment for the benefit of creditors or the dissolution of the Member.

8.4.2If the Member is dissolved or terminated, the powers, rights and obligations of the Member shall be passed onto and exercised by its successor or personal representative.

8.5Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Pennsylvania from time to time.

9.CAPITAL CONTRIBUTIONS.

9.1Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and

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records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3Return 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 13.

9.4No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

10.DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Pennsylvania Act.

11.BOOKS AND RECORDS.

11.1Availability.  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.

11.2Tax 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.

11.3Depositories.  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.

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12.ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a).

13.DISSOLUTION.

13.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)at such time as the Member determines that the Company should be dissolved; or

(b)upon entry of a decree of judicial dissolution.

The Company shall continue and shall not dissolve as a result of any event specified in Section 8972(a)(4) of the Pennsylvania Act, so long as, as a result of any such occurrence, the Member’s successor, or its designee, becomes a Member.

13.2Liquidation of Property and Application of Proceeds.

13.2.1Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Pennsylvania Act.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Pennsylvania Act as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

13.2.2Distribution of Proceeds.  Upon the winding up of the Company, the Member shall distribute the proceeds and undisposed property as follows:

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(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.

14.MISCELLANEOUS.

14.1Amendment.  This Agreement may only be amended by the Member in writing.

14.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

14.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Pennsylvania.

14.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

14.5Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	David L. Redmond
	Executive Vice President and CFO

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EX-3.55

Exhibit 3.55

ARTICLES OF ORGANIZATION
OF
APWS, LLC

The undersigned, desiring to form a limited liability company pursuant to the Wisconsin Limited Liability Company Act, Wisconsin Statutes, Ch. 183, et seq., as amended, executes the following Articles of Organization:

1.The name of the limited liability company is APWS, LLC.

2.The limited liability company is organized under Ch. 183 of the Wisconsin Statutes.

3.The management of the limited liability company shall be vested in its members.

4.The name and street address of the limited liability company’s registered agent and registered office are:

CSC-Lawyers Incorporating Service Company
25 West Main Street
Madison, Wisconsin 53703

[Signature on following page]

IN WITNESS WHEREOF, the undersigned executes these Articles of Organization this 25th day of September, 2003

/s/ STEPHEN A. DILLEMUTH

Stephen A. Dillemuth

Organizer

7289 Garden Road, Suite 200

Riviera Beach, Florida 33404

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ARTICLES OF MERGER
OF
AMERIPATH, WISCONSIN, INC.
(a Wisconsin corporation)
WITH AND INTO
APWS, LLC
(a Wisconsin limited liability company)

Pursuant to the provisions of Section 180.1100 of the Wisconsin Business Corporation Law and Section 183.1201 of the Wisconsin Limited Liability Company Law, AmeriPath, Wisconsin, Inc. and APWS, LLC (the “Companies”) submit the following Articles of Merger for filing and certify that:

1.The name and jurisdiction of formation of each of the entities which are to merge are:

Name	Jurisdiction
AmeriPath, Wisconsin, Inc.	Wisconsin
APWS, LLC	Wisconsin

2.The name and street address of the registered office of each of the Companies is:

AmeriPath, Wisconsin, Inc	APWS, LLC
CSC-Lawyers Incorporating	CSC-Lawyers Incorporating
Service Company	Service Company
25 West Main Street	25 West Main Street
Madison, Wisconsin 53703	Madison, Wisconsin 53703

3.A Plan and Agreement of Merger for the merger of AmeriPath, Wisconsin, Inc. with and into APWS, LLC has been approved by unanimous written consent of the sole member of APWS, LLC and has been approved by unanimous written consent of the Board of Directors and sole shareholder of AmeriPath, Wisconsin, Inc., in accordance with Section 183.1202 of the Wisconsin Limited Liability Company Law and in accordance with Section 180.1103 of the Wisconsin Business Corporation Law, respectively.

4.The merger shall be effective at 11:59 p.m. on September 30, 2003.

5.The Plan and Agreement of Merger is attached hereto as Exhibit A.

6.Effective as of the merger, the surviving company, APWS, LLC, shall be named “AmeriPath Wisconsin, LLC.”

IN WITNESS WHEREOF, AmeriPath, Wisconsin, Inc. and APWS, LLC have each caused these Articles of Merger to be executed by a duly authorized officer this 29th day of September, 2003.

APWS, LLC
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary
AMERIPATH, WISCONSIN, INC
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A. Dillemuth
	Assistant Secretary

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Exhibit A

Plan and Agreement of Merger

PLAN AND AGREEMENT OF MERGER

Pursuant to this Plan and Agreement of Merger (the “Agreement of Merger”), dated as of the 29^th day of September, 2003, AmeriPath, Wisconsin, Inc., a Wisconsin corporation, shall be merged with and into APWS, LLC, a Wisconsin limited liability company.

SECTION I

DEFINITIONS

1.1Effective Date.  “Effective Date” shall mean 11.59 p.m. on September 30, 2003.

1.2Surviving Company.  “Surviving Company” shall refer to APWS, LLC, a Wisconsin limited liability company and wholly-owned subsidiary of AmeriPath, Inc.  (“Parent”) that is disregarded as an entity separate from Parent, its sole member, for all income tax purposes 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), which, subsequent to the Merger contemplated by this Agreement of Merger, shall be known as AmeriPath Wisconsin, LLC in accordance with Section 2.1 of this Agreement of Merger.  The principal office of the Surviving Company is located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.

1.3Merging Corporation.  “Merging Corporation” shall refer to AmeriPath, Wisconsin, Inc., a Wisconsin corporation and wholly-owned corporate subsidiary of Parent.

1.4Merger.  “Merger” shall refer to the merger of the Merging Corporation with and into the Surviving Company as provided in Section 2.1 of this Agreement of Merger.

SECTION 2
TERMS OF MERGER

2.1Merger.  In accordance with the applicable laws of the State of Wisconsin and subject to the terms and conditions set forth in this Agreement of Merger, the Merging Corporation shall, on the Effective Date, be merged with and into the Surviving Company, APWS, LLC, and the separate existence of the Merging Corporation shall thereupon cease.  The Surviving Company shall continue to exist after the Merger and shall be governed by the laws of the State of Wisconsin under the company name “AmeriPath Wisconsin, LLC.”  Parent, the sole member of the Surviving Company immediately before the Merger, shall remain the sole member of the Surviving Company as a result of the Merger and this Agreement of Merger.

2.2Effective Date.  The Merger contemplated by this Agreement of Merger shall become effective on the Effective Date.

2.3Articles of Organization.  The Articles of  Organization of the Surviving Company as they exist on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the change of name to “AmeriPath Wisconsin, LLC”.

2.4Operating Agreement.  The Operating Agreement of the Surviving Company as it exists on the Effective Date shall remain in full force and effect after the Effective Date and shall not be amended by virtue of the Merger except to reflect the new name of the Surviving Company after the Merger.

2.5Officers.  The officers of APWS, LLC shall continue to serve as the officers of the Surviving Company, and shall hold office from and after the Effective Date until their respective successors are elected and qualify.

SECTION 3

MANNER OF CONVERTING SHARES AND MEMBERSHIP INTERESTS

The issued and outstanding shares of the Merging Corporation shall be canceled and cease to exist by virtue of the Merger on the Effective Date.  The issued and outstanding membership interests of the Surviving Company shall remain issued and outstanding and be unaffected by the Merger.

SECTION 4

TAX TREATMENT OF TRANSACTION

Because the Surviving Company is disregarded as an entity separate from Parent, the sole member of the Surviving Company, it is the express intention that, for all income tax purposes, (i) the Merger effect a complete liquidation of the Merging Corporation into Parent within the meaning of Sections 332, 334(b)(1) and 337(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of applicable state tax laws (and any successor provisions), and (ii) the adoption of the resolutions by the Board of Directors of the Merging Corporation, and by Parent, as the sole member of the Surviving Company and as the sole shareholder of the Merging Corporation, respectively, authorizing and approving the Merger constitute a duly adopted plan of complete liquidation of the Merging Corporation into Parent for purposes of the aforementioned sections of the Code and corresponding provisions of applicable state tax laws (and any successor provisions).  The Merging Corporation and the Surviving Company intend to execute this Agreement of Merger in order to achieve the foregoing tax treatment, which the Merging Corporation and the Surviving Company have determined to be in their best interests.

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SECTION 5

FURTHER ASSURANCES

Each party to this Agreement of Merger agrees to do such things as may be reasonably required by the other party in order more effectively to consummate or document the transactions contemplated by this Agreement of Merger.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned entities have caused this Agreement of Merger to be executed by their duly authorized officers as of the date first above written.

SURVIVING COMPANY:
APWS, LLC
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A Dillemuth
	Assistant Secretary
MERGING CORPORATION:
AMERIPATH WISCONSIN, INC.
By:	/s/ STEPHEN A. DILLEMUTH
	Stephen A Dillemuth
	Assistant Secretary

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EX-3.56

Exhibit 3.56

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

AMERIPATH WISCONSIN, LLC

(f/k/a APWS, LLC)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of AmeriPath Wisconsin, LLC (the “Company”), effective as of 11:59 p.m. on the 11^th day of February, 2004, is made by the Company and AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.FORMATION.

1.1Organization.  Upon the filing of Articles of Organization (the “Articles”), the Company, which was originally named APWS, LLC, became a limited liability company formed pursuant to the Wisconsin Limited Liability Company Act (the “Wisconsin Act”) and other applicable laws of the State of Wisconsin.  The Member shall, when required, file such amendments to or restatements of the Articles, in such public offices in the State of Wisconsin or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Articles, and to preserve the character of the Company as a limited liability company.

1.2Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and

of no force or effect whatsoever.  The Company shall not record on its books and records any purported Issuance of Additional Interests or any purported Transfer of the Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “AmeriPath Wisconsin, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.  The initial registered agent for service of process at the registered office of the Company shall be CSC-Lawyers Incorporating Service Company.  The initial registered office of the Company shall be located at 25 West Main Street, Madison, Wisconsin 53703.

3.PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Wisconsin Act.

4.STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Wisconsin.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.MANAGEMENT OF THE COMPANY.

6.1Management and Authority.  The business and affairs of the Company shall be managed by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, full and complete authority, power and discretion to manage and control the business, affairs and properties

2

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 of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute conclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2Duties of the Member.

6.2.1The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other Person solely by engaging in any other business or venture.

6.3Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4Removal of Officers.  Any of the Officers 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.

6.5Compensation for Services.  Compensation of Officers shall be as approved by the Member.

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6.6Liability of the Officers and Member.

6.6.1No Member or Officer shall be liable to the Company or to the Member, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer, as applicable, may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Wisconsin Act and other applicable law.

6.6.2If the Wisconsin Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, 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 Wisconsin Act.  In the event that any of the provisions of this Section 6.6 (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.

7.INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1Generally.

7.1.1The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member or any Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or any Officer in connection with the business of the Company, including attorneys’ fees incurred by the Member or any Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

7.1.2The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

7.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

7.3Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member or Officer to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member.

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8.RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Wisconsin 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 183.068 of the Wisconsin Act.

8.2Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Wisconsin Act.

8.3Action 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 with or without any written consents or other writings describing the action taken.

8.4Effects of Events Resulting in Dissociation of Member.

8.4.1Upon the occurrence of any of the events specified in Section 183.0802(d) or (e) of the Wisconsin Act, the Member will remain a member of the Company notwithstanding the provisions of such sections of the Wisconsin Act.

8.4.2If the Member is dissolved or terminated, the powers, rights and duties of the Member shall pass to and be exercised by its successor or personal representative.

8.5Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Wisconsin from time to time.

9.CAPITAL CONTRIBUTIONS.

9.1Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account

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of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3Return 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 13.

9.4No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

10.DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Section 183.0607 of the Wisconsin Act.

11.BOOKS AND RECORDS.

11.1Availability.  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.

11.2Tax 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.

11.3Depositories.  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.

12.ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a)

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13.DISSOLUTION.

13.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)the written consent of the Member; or

(b)entry of a decree of judicial dissolution.

13.2Liquidation of Property and Application of Proceeds.

13.2.1Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Wisconsin Act.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Wisconsin Act as permissible, including, without limitation:

(i)collecting the assets of the Company;

(ii)prosecuting and defending suits, whether civil, criminal, or administrative;

(iii)settling and closing the Company’s business;

(iv)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(v)discharging or making reasonable provision for the Company’s liabilities; and

(vi)distributing the proceeds of liquidation and any undisposed property.

13.2.2Distribution 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.

14.MISCELLANEOUS.

14.1Amendment.  This Agreement may only be amended by the Member in writing.

14.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

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14.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Wisconsin.

14.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

14.5Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	David L. Redmond
	Executive Vice President and CFO

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EX-3.74

Exhibit 3.74

ARTICLES OF ORGANIZATION

OF

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

The undersigned, desiring to form a limited liability company pursuant to the Oklahoma Limited Liability Company Act, 18 O.S., Section 2004, et seq., as amended, executes the following Articles of Organization:

1.The name of the limited liability company is Diagnostic Pathology Management Services, LLC.

2.The street address of the limited liability company’s principal place of business is 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.

3.The name and street address of the limited liability company’s resident agent in the State of Oklahoma are:

Corporation Service Company

115 S.W. 89^th Street

Oklahoma City, Oklahoma 73139

4.The term of existence of the limited liability company is perpetual.

5.These Articles of Organization shall be effective at 11:59 p.m. on September 30, 2003.

[Signature on following page]

IN WITNESS WHEREOF, the undersigned executes these Articles of Organization this 25th day of September, 2003.

/s/ STEPHEN A. DILLEMUTH

Stephen A. Dillemuth

Organizer

7289 Garden Road, Suite 200

Riviera Beach, Florida 33404

EX-3.75

Exhibit 3.75

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Diagnostic Pathology Management Services, LLC (the “Company”), effective as of 11:59 p.m. on the 11^th day of February, 2004, is made by the Company and AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.FORMATION.

1.1Organization.  Upon the filing of the Articles of Conversion and accompanying Articles of Organization (the “Articles”), effecting the conversion of the Company from an Oklahoma corporation, the Company became a limited liability company formed pursuant to the Oklahoma Limited Liability Company Act (the “Oklahoma Act”) and other applicable laws of the State of Oklahoma.  The Member shall, when required, file such amendments to or restatements of the Articles, in such public offices in the State of Oklahoma or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Articles, and to preserve the character of the Company as a limited liability company.

1.2Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and of no force or effect whatsoever.  The Company shall not record on its books and records any purported Issuance of Additional Iinterests or any purported Transfer of the Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “Diagnostic Pathology Management Services, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Florida 33404.  The initial registered agent at the registered office of the Company shall be Corporation Service Company.  The initial registered office of the Company shall be located at 115 S.W. 89^th Street, Oklahoma City, Oklahoma 73139.

3.PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Oklahoma Act.

4.STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Oklahoma.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.MANAGEMENT OF THE COMPANY.

6.1Management and Authority.  The business and affairs of the Company shall be managed without designated managers, by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole,

2

exclusive, 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 of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute conclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2Liability of the Member.

6.2.1The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2The Member or any affiliate of the Member may transact business freely with the Company and no transaction with the Company by the Member or any affiliate of the Member shall be void or voidable solely because the Member or any affiliate has an interest, direct or indirect, in the transaction.

6.2.3The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other person solely by engaging in any other business or venture.

6.3Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4Removal of Officers.  Any of the Officers may be removed by the Member at any time, by written notice of such removal given without any prior notice or

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warning, for any reason whatsoever, and the Member shall appoint such Officer’s successor.

6.5Compensation for Services.  Compensation of Officers shall be as approved by the Member.

6.6Liability of the Officers and Member.

6.6.1No Member or Officer shall be liable to the Company or to the Member, in monetary damages, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer, as applicable, may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Oklahoma Act and other applicable law.  No Member or Officer will be liable for any action taken in managing the business and regulating the affairs of the Company except for a breach of the Member’s duty of loyalty to the Company, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or for any transaction for which the Member or Officer received an improper personal benefit.

6.6.2If the Oklahoma Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, 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 Oklahoma Act.  In the event that any of the provisions of this Section 6.6 (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.

7.INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1Generally.

7.1.1The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member or any Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Member or any Officer in connection with the business of the Company so long as such Member or Officer did not violate the standards of conduct set forth in Section 6.6, including attorneys’ fees incurred by the Member or any Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended) as permitted by law.

7.1.2The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

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7.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

7.3Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member or Officer to the same extent and subject to the same conditions that it may indemnify and advance expenses to a Member.

8.RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Oklahoma 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 2031 of the Oklahoma Act.

8.2Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Oklahoma Act.

8.3Action 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 with or without any written consents or other writings describing the action taken.

8.4Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Oklahoma from time to time.

9.CAPITAL CONTRIBUTIONS.

9.1Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No

5

Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3Return 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 13.

9.4No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

10.DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Section 2030 of the Oklahoma Act.

11.BOOKS AND RECORDS.

11.1Availability.  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.

11.2Tax 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.

11.3Depositories.  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.

12.ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In

6

connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a)

13.DISSOLUTION.

13.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)the written consent of the Member; or

(b)entry of a decree of judicial dissolution.

13.2Liquidation of Property and Application of Proceeds.

13.2.1Winding Up.  Upon the dissolution of the Company, the Member shall wind up the Company’s affairs in accordance with the Oklahoma Act.  In winding up the affairs of the Company, the Member is authorized to take any and all actions contemplated by the Oklahoma Act as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

13.2.2Distribution 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.

14.MISCELLANEOUS.

14.1Amendment.  This Agreement may only be amended by the Member in writing.

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14.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

14.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Oklahoma.

14.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

14.5Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	David L. Redmond
	Executive Vice President and CFO

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EX-3.83

Exhibit 3.83

ARTICLES OF ORGANIZATION
OF
O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

ARTICLES OF ORGANIZATION OF O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC, dated October 30, 2003, to form a limited liability company under the Georgia Limited Liability Company Act (O.C.G.A. § 14-11-100 et seq.).

FIRST.   The name of the limited liability company formed hereby is “O’Quinn Medical Pathology Association, LLC.”

SECOND.   Management of the limited liability company is vested in the members.

THIRD:   These Articles of Organization shall be effective at 11:59 p.m. on October 31, 2003.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Organization as of the date first above written.

/s/ ANDREA LEE LYMAN

Andrea Lee Lyman

Organizer

EX-3.84

Exhibit 3.84

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of O’Quinn Medical Pathology Association, LLC (the “Company”), effective as of 11:59 p.m. on the [11]^th day of February, 2004, is made by the Company and AmeriPath, Inc., a Delaware corporation, as the sole member of the Company (the “Member”).

THE AGREEMENT

NOW, THEREFORE, the Member hereby certifies as follows:

1.FORMATION.

1.1Organization.  Effective with the filing of the Articles of Organization (the “Articles”), the Company constituted a limited liability company formed pursuant to the Georgia Limited Liability Company Act (the “Georgia Act”) and other applicable laws of the State of Georgia.  The Member shall, when required, file such amendments to or restatements of the Articles, in such public offices in the State of Georgia or elsewhere as the Member deems advisable to give effect to the provisions of this Agreement and the Articles, and to preserve the character of the Company as a limited liability company.

1.2Tax Classification.  It is the Member’s express intention that, in accordance with Internal Revenue Service 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 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 (such as, for instance, Issuance of Additional Interests as described in Section 12) or that would constitute a Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2) (a “Contrary Action”), in each case absent a written statement of consent by the Member to act in contravention of such intentions.  It is the intention of the Member and the Company that there only be one Member of the Company at any time and that the Membership Interest shall be the only interest in the Company outstanding at any time.  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 1.2 shall be null and void and of no force or effect whatsoever.  The Company shall not record on its books and records

any purported Issuance of Additional Interests or any purported Transfer of the Membership Interest that is a Contrary Action not otherwise permitted under this Agreement.  For purposes of this Agreement, a “Transfer” means a voluntary or involuntary assignment, sale or other transfer of disposition of a membership interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any membership interest in the Company.

(b)For any period that the Company is a disregarded entity, all of the Company’s items of income, gain, deduction, loss and credit will be included directly in the federal (and applicable state) income tax returns of the Member as though the Company were a branch or division of the Member.

2.NAME; PLACE OF BUSINESS; REGISTERED OFFICE AND AGENT.

The Company shall be conducted under the name of “O’Quinn Medical Pathology Association, LLC,” or such other name as the Member shall hereafter designate.  The initial principal office and place of business of the Company shall be located at 7289 Garden Road, Suite 200, Riviera Beach, Georgia 33404.  The initial registered agent for service of process at the registered office of the Company shall be Corporation Service Company.  The initial registered office of the Company shall be located at 40 Technology Parkway South, #300, Norcross, Georgia 30092.

3.PURPOSE.

The purpose of the Company is to engage in any lawful activity and exercise all powers which may be legally exercised by limited liability companies under the Georgia Act.

4.STATUTORY COMPLIANCE.

The Company shall exist under and be governed by, and this Agreement shall be construed in accordance with, the applicable laws of the State of Georgia.  The Member shall execute and file such documents and instruments as may be necessary or appropriate with respect to the conduct of business by the Company.

5.TITLE TO COMPANY PROPERTY.

All property shall be owned by the Company and, insofar as permitted by applicable law, the Member shall have no ownership interest in the property.  Except as otherwise provided by law, an ownership interest in the Company shall be personal property for all purposes.

6.MANAGEMENT OF THE COMPANY.

6.1Management and Authority.  The business and affairs of the Company shall be managed by its Member.  Except as otherwise provided by applicable law and this Agreement, the Member shall have sole, exclusive, 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

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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 of the Company (“Officers”) and to delegate authority to such Officers.  The signature of any officer of the Member on any document purporting to bind the Company shall constitute exclusive evidence to third parties of the authority of such person to execute such document on behalf of the Company and so bind the Company.

6.2Liability of the Member.

6.2.1The failure of the Company or the Member to observe any formalities relating to the management or operation of the Company’s business or affairs shall not be grounds for imposing personal liability on the Member.

6.2.2Subject to the limitations of the Georgia Act, the Member or any affiliate of the Member may transact business freely with the Company and no transaction with the Company by the Member or any affiliate of the Member shall be void or voidable solely because the Member or any affiliate has an interest, direct or indirect, in the transaction.

6.2.3The Member is not required to devote its full time to the performance of its duties under this Agreement and may have or engage in other business interests.  The Member will not incur any liability to the Company or any other person solely by engaging in any other business or venture.

6.3Officers.  The Member may 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 may delegate to the Officers such responsibilities as deemed appropriate by approval of the Member, including, but not limited to, the right to execute and deliver instruments on behalf of the Company.  Initial Officers are as follows:

President	Joseph A. Sonnier, M.D.
Vice President, Secretary and Treasurer	David L. Redmond
Vice President	Martin J. Stefanelli
Assistant Secretary and Assistant Treasurer	Stephen A. Dillemuth

6.4Removal of Officers.  Any of the Officers 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.

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6.5Compensation for Services.  Compensation of Officers shall be as approved by the Member.

6.6Liability of the Officers and the Member.

6.6.1No Member or Officer shall be liable, in damages or otherwise, for any error of judgment, for any mistake of fact or of law, or for any other act or thing which such Member or Officer may do or refrain from doing in connection with the business and affairs of the Company except to the extent required by this Agreement, the Georgia Act and other applicable law.  Notwithstanding the provisions of O.C.G.A. § 14-11-305(1), neither the Member nor the Officers shall be liable for any action taken in managing the business and regulating the affairs of the Company except for liability for intentional misconduct or a knowing violation of law, or for any transaction for which the Member or Officer received a personal benefit in violation or breach of any provision of this Agreement.

6.6.2If the Georgia Act is hereafter amended to authorize the further elimination or limitation of the liability of members or managers, then the liability of the Member and the Officers, in addition to the limitation on liability provided herein, shall be limited to the fullest extent permitted by the amended Georgia Act.  In the event that any of the provisions of this Section 6.6 (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.

7.INDEMNIFICATION OF THE MEMBER AND THE OFFICERS.

7.1Generally.

7.1.1The Company, its receiver or its trustee shall indemnify, save harmless, and pay all judgments and claims against the Member and Officers relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Member or Officer in connection with the business of the Company, including attorneys’ fees incurred by such Member or Officer in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws (including the Securities Act of 1933, as amended), as permitted by law.

7.1.2The Company shall indemnify, save harmless, and pay all expenses, costs, or liabilities of the Member or any Officer who for the benefit of the Company makes any deposit, acquires any option, or makes any other similar payment or assumes any obligation in connection with any property proposed to be acquired by the Company and who suffers any financial loss as the result of such action.

7.1.3The Member and the Officers shall not be entitled to indemnification under this Section 7.1 if the conduct of such Member or Officer violates the standards of conduct set forth in Section 6.6 of this Agreement.  For purposes of this Agreement, any act or omission, if done or omitted to be done in reliance, in whole or in part, upon the advice of independent legal counsel or independent certified public

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accountants selected with reasonable care, will be presumed to have been done or omitted to be done in good faith and not to constitute a violation of the standards of conduct set forth in Section 6.6.

7.2Insurance.  The Company may purchase and maintain insurance on behalf of any one or more indemnitees under Section 7.1 and such other persons as the Member shall determine against any liability which may be asserted against or expense which may be incurred by such person in connection with the Company’s activities, whether or not the Company would have the power to indemnify such person against such liability or expense under the provisions of this Agreement.  The Company may enter into indemnity contracts with indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under this Section 7.2 and containing such other procedures regarding indemnification as are appropriate.

7.3Amendments.  It is the intent of the Company to indemnify and advance expenses to its Member and Officers, to the full extent permitted by the Georgia Act, as amended from time to time.  To the extent that the Georgia Act is hereafter amended to permit a Georgia limited liability company to provide to its Member or Officers greater rights to indemnification or advancement of expenses than those specifically set forth hereinabove, this Section 7 shall be deemed amended to require such greater indemnification or more liberal advancement of expenses to the Company’s Member or Officers, in each case consistent with the Georgia Act as so amended from time to time.  To the extent that the provisions of this Section 7 are held to be inconsistent with the provisions of the Georgia Act, such provisions of the Georgia Act shall govern.  No amendment, modification or rescission of this Section 7, or any provision hereof, the effect of which would diminish the rights to indemnification or advancement of expenses as set forth herein will be effective as to the Member or Officer with respect to any action taken or omitted by such Member or Officer prior to such amendment, modification or rescission.

7.4Indemnification of Employees and Agents.  The Company may indemnify and advance expenses under this Section 7 to an employee or agent of the Company who is not a Member to the same extent and subject to the same conditions that a Georgia limited liability company could indemnify and advance expenses to a Member.

8.RIGHTS AND OBLIGATIONS OF THE MEMBER.

8.1Limitation on Member’s Liabilities.  The Member’s liability shall be limited as set forth in this Agreement, the Georgia 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 the Georgia Act.

8.2Voting Rights.  Except as otherwise specifically set forth in this Agreement, the Member shall have only the voting rights set forth in the Georgia Act.

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8.3Action 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 with or without any written consents or other writings describing the action taken.

8.4Effects of Events Resulting in Cessation of Membership.

8.4.1The Member will remain a member of the Company in the event of becoming a bankrupt or executing an assignment for the benefit of creditors or the dissolution of the Member.

8.4.2If the Member is dissolved or terminated, the powers, rights and obligations of the Member shall be passed onto and exercised by its successor or personal representative.

8.5Certificated Membership Interests.  The Company shall, upon the request of the Member, issue a certificate to the Member, executed by an officer of the Company authorized by the Member hereto, representing such Member’s membership interest.  Any such certificate representing the Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Georgia from time to time.

9.CAPITAL CONTRIBUTIONS.

9.1Capital Contributions.  The Member will be credited with making an initial capital contribution to the capital of the Company as reflected on the Company’s books and records (the “Initial Capital Contribution”).  The Member may, but is not required to, contribute such other amounts or property as it may from time to time deem necessary or appropriate (“Additional Capital Contributions”).  Any Additional Capital Contributions made by the Member shall be reflected on the Company’s books and records.  Only the holder of the Membership Interest shall have the right to make Additional Capital Contributions and to recover (to the extent permitted under this Agreement) any Initial Capital Contribution or Additional Capital Contribution.  No Additional Capital Contribution shall be in exchange for additional membership interests in the Company or any other consideration from the Company.

9.2Advances.  The Member or any other person may advance funds to the Company as approved by the Member.  The amount of any such advance is not an increase in the Member’s capital contribution nor will it be reflected in any capital account of the Company.  The amount of any such advance shall instead create indebtedness owing by the Company to the Member or such other person advancing funds, at such rates and on such terms as determined reasonably by the Member.  Any repayment relating to an advance will not create a deemed equity interest in the Company.

9.3Return 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 13.

9.4No Interest.  No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contributions.

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10.DISTRIBUTIONS.  All distributions by the Company shall be made at the discretion of the Member.  No distribution may be made if such distribution will violate the restrictions of Georgia Act.

11.BOOKS AND RECORDS.

11.1Availability.  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.

11.2Tax 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.

11.3Depositories.  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.

12.ADMISSION OF ADDITIONAL MEMBERS.

The Company may have more than one member by issuing a membership interest to a person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest.  In connection with any Issuance of Additional Interest in accordance with this Article 12, this Agreement will be amended and restated in its entirety by approval of all the Members and the Company.  Any purported Issuance of Additional Interest undertaken other than in accordance with this Article 12 will be treated in accordance with Section 1.2(a).

13.DISSOLUTION.

13.1Events Causing Dissolution.  The Company shall be dissolved and its affairs wound up only upon the following:

(a)at such time as the Member determines that the Company should be dissolved; or

(b)upon entry of a decree of judicial dissolution.

The Company shall continue and shall not dissolve as a result of any event specified in Section 14-2-602(b)(4) of the Georgia Act, so long as, as a result of any such occurrence, the Member’s successor, or its designee, becomes a Member.

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13.2Liquidation of Property and Application of Proceeds.

13.2.1Winding 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 Georgia Act as permissible, including, without limitation:

(i)prosecuting and defending suits, whether civil, criminal, or administrative;

(ii)settling and closing the Company’s business;

(iii)liquidating and reducing to cash the property as promptly as is consistent with obtaining its fair value;

(iv)discharging or making reasonable provision for the Company’s liabilities; and

(v)distributing the proceeds of liquidation and any undisposed property.

13.2.2Distribution 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.

14.MISCELLANEOUS.

14.1Amendment.  This Agreement may only be amended by the Member in writing.

14.2Severability.  In the event of the invalidity of any provision of this Agreement, such provision is deemed stricken from this Agreement, which will continue in full force and effect as if the offending provision were never a part of this Agreement.

14.3Applicable Law.  Notwithstanding the place where this Agreement may be executed by any of the parties, the parties expressly agree that all the terms and provisions of this Agreement are construed under and governed by the laws of the State of Georgia.

14.4Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to matters set forth in this Agreement and supersedes any prior understanding or agreement, oral or written, with respect to such matters.

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14.5Captions.  Captions and headings contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or prescribe the scope of this Agreement or the intent of any provision.

14.6Person and Gender.  The masculine gender includes the feminine and neuter genders and the singular includes the plural.

14.7Benefits and Burdens.  The terms and provisions of this Agreement are binding upon, and inure to the benefit of, the successors, assigns, personal representatives, estates, heirs and legatees of the Member.

[Signatures on following page]

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IN WITNESS WHEREOF, the sole Member has executed this Agreement as of the date first above written.

MEMBER:
AMERIPATH, INC., as sole member
By:	/s/ DAVID L. REDMOND
	David L. Redmond
	Executive Vice President and CFO

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EX-3.101

Exhibit 3.101

OPERATING AGREEMENT

OF

REGIONAL PATHOLOGY CONSULTANTS, LLC

This Operating Agreement (this “Agreement”) of REGIONAL PATHOLOGY CONSULTANTS, LLC, an Utah limited liability Company (the “Company”), is entered into by and between the Company and Strigen, Inc., which is the sole member of the Company (“Member”).

NOW THEREFORE, the Member and Company hereby agree as follows:

1.             Name and Purpose.  The name of the Company is Regional Pathology Consultants, LLC.  The  Company is formed for the object and purpose of engaging in any lawful act or activity for which limited liability companies may be formed under the Utah Limited Liability Company (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

2.             Member.  The name and business address of the sole Member is as follows:

Name	Address
Strigen, Inc.	c/o AmeriPath, Inc.
	7289 Garden Road, Suite 200
	Riviera Beach, FL 33404

3.             Management.

(a)           Except as may be otherwise provided in this Agreement, the business and affairs of the Company shall be managed exclusively by or under the direction of the sole Member.  The sole Member shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1 and to perform all acts which it may deem necessary or advisable in connection therewith.

(b)           The sole Member may act by written consent.

(c)           The sole Member shall not have any liability under this Agreement or under the Act except as required by the Act.  Except as required by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise (including without limitation those arising as member, owner or shareholder of another company, partnership or entity), shall be solely the debts, obligations and liabilities of the Company, and the sole Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the sole Member or acting as a manager of the Company.

4.             Other Officers Assistant Officers and Agents.  Officers, assistant officers and agents, if any, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the sole Member.  To the extent authorized by the sole Member, such officers, assistant officers and agents shall have the authority to bind the Company.

5.             Absence or Disability of Officers.  In the case of the inability of any officer of the Company to perform his duties as such, even with reasonable accommodation, the sole Member may by resolution delegate the powers and duties of such officer to any other officer or to any other person whom it may select.

6.             Indemnification.

(a)           Third Party Actions, Suits and Proceedings.  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 (other than an action by or in the right of Company), by reason of the fact that he, she or it or a person of whom he, she or it is the legal representative, is or was a manager or officer, of the Company or is or was serving at the request of the Company as a manager, officer, employee, fiduciary, or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise (hereinafter a “proceeding”), shall be indemnified and held harmless by the Company, against all expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such course of conduct did not constitute gross negligence or willful misconduct by such person and the person determined that such course of conduct was in the best interests of the Company.  The termination of any 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’s acts constituted gross negligence or willful misconduct or that the person failed to act in a manner that they believed to be in, or not opposed to, the best interests of the Company.

(b)           Actions by the Company.  The Company shall indemnify and hold harmless 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 Company to procure a judgment in its favor by reason of the fact that such person, or a person of whom he, she or it is the legal representative, is or was a manager or officer of the Company, or is or was serving at the request of the Company as a manager, officer, employee, fiduciary or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person’s acts did not constitute gross negligence or willful misconduct and the acts were conducted in a manner such person believed to be in or not opposed to the best interests of the Company 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 Company unless and only to the extent that a court with proper jurisdiction determines 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 such court shall deem proper.

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(c)           Procedure for Indemnification.  If the Company denies a written request for indemnification or advancing of expenses, the right to indemnification or advances as granted by this Section 6 shall be enforceable by the sole Member, manager or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his, her or its rights to indemnification, in whole or in part, in any such action shall also be indemnified by the Company. 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, has been tendered to the Company) that the claimant has not met the standards of conduct which would make it permissible,and once alleged by the Company, the burden of such defense shall be on the claimant.  Neither the failure of the Company (including the sole Member or independent legal) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he, she or it has met the standard of conduct set forth herein, nor an actual determination by the Company (including the sole Member or independent legal counsel) that the claimant has not met such applicable standard of conduct, shall be relevant to a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(d)           Insurance.  The Company may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a manager, officer, employee, fiduciary, or agent of the Company or was serving at the request of the Company as a manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him, her or it and incurred by him, her or it in any such capacity, whether or not the Company would have the power to indemnify such person against such liability under this Section 7.

(e)           Expenses.  Expenses incurred by any person described in Section 6(a) or (b) in defending a proceeding shall be paid by the Company in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the manager or officer to repay such amount if it shall ultimately be determined that he, she or it is not entitled to be indemnified by the Company.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the sole Member deems appropriate.

(f)            Employees and Agents.  Persons who are not covered by the foregoing provisions of this Section 6 and who are or were employees or agents of the Company, or who are or were serving at the request of the Company as employees or agents of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the sole Member.

7.             Dissolution.  The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following:  (a) the written consent of the sole Member, or (b) the entry of a decree of judicial dissolution in accordance with the Act.  Otherwise the Company’s term shall be perpetual.

8.             Allocation of Profits and Losses.  The Company’s profits and losses shall be allocated in accordance with the determination of the sole Member.

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9.             Distributions.  Distributions shall be made to the sole Member at the times and in the aggregate amounts determined by the sole Member. Such distributions shall be allocated to the Members in the same proportion as its then capital account balances.

10.           Liability of Sole Member.  The sole Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

11.           Governing Law Venue.  This Agreement shall be governed by, and construed under, the laws of the State of Utah, all rights and remedies being governed by said laws.

12.           Certificates.  The Company shall, upon the request of the sole Member, issue a certificate to the sole Member, executed by an officer of the Company authorized by the sole Member hereto, representing such sole Member’s membership interest.  Any such certificate representing the sole Member’s membership interest shall be deemed a “security” as defined in Section 8-102(a)(15) of the Uniform Commercial Code as in effect in the State of Utah from time to time.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Operating Agreement on February 11, 2004.

REGIONAL PATHOLOGY CONSULTANTS, LLC
By: STRIGEN, INC.
By:	/s/ JOSEPH SONNIER, M.D
Name:		Joseph Sonnier, M.D.
Title:		President
STRIGEN, INC.
By:	/s/ JOSEPH SONNIER, M.D
Name:		Joseph Sonnier, M.D.
Title:		President

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EX-3.102

Exhibit 3.102

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

REGIONAL PATHOLOGY CONSULTANTS, LLC

TABLE OF CONTENTS

ARTICLE I:	NAME
ARTICLE II:	DURATION
ARTICLE III:	PURPOSE
ARTICLE IV:	REGISTERED OFFICE AND AGENT
ARTICLE V:	AGENT FOR SERVICE OF PROCESS
ARTICLE VI:	PRINCIPAL PLACE OF BUSINESS
ARTICLE VII:	MANAGEMENT

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AMENDED AND RESTATED

ARTICLES OF ORGANIZATION OF

REGIONAL PATHOLOGY CONSULTANTS, LLC

The undersigned, acting as the sole member of a limited liability company under the Utah Limited Liability Company Act, hereby amends and restates the Articles of Organization for such limited liability company as follows:

ARTICLE I:  NAME

The name of the limited liability company is: Regional Pathology Consultants, LLC.

ARTICLE II:  DURATION

The period of duration of the limited liability company shall be perpetual, unless the Company is dissolved upon the occurrence of any of the events provided for under the Utah Limited Liability Company Act.

ARTICLE III:  PURPOSE

The purpose for which the limited liability company is organized to engage in any lawful act or activity for which limited liability companies may be formed under the Utah Limited Liability Company  (the “Act”) and engaging in any and all activities necessary or incidental to the foregoing.

ARTICLE IV:  REGISTERED OFFICE AND AGENT

The name and street address of the limited liability company’s initial registered office is Corporation Service Company, Gateway Tower East, Suite 900, 10 East South Temple, Salt Lake City, UT  84133.

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ARTICLE V:  AGENT FOR SERVICE OF PROCESS

The Director of the Division of Corporations and Commercial Code of the Utah Department of Commerce is hereby appointed the agent of the limited liability company for service of process if the registered agent has resigned, the registered agent’s authority has been revoked, or the registered agent cannot be found or served with the exercise of reasonable diligence.

ARTICLE VI:  PRINCIPAL PLACE OF BUSINESS

The principal place of business of the limited liability company shall be Lakeview Hospital, 630 East Medical Drive, Bountiful, Utah 84010.

ARTICLE VII:  MANAGEMENT

The management of the limited liability company is reserved to the sole Member.  The sole Member may delegate its management function to officers to the extent not prohibited under the Utah Limited Liability Company Act.

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Under penalties of perjury, the undersigned sole member does hereby declare that these Amended and Restated Articles of Organization have been examined by us and are, to the best of our knowledge and belief, true, correct, and complete on the 9^th day of February  2004.

“MEMBER”
STRIGEN, INC.
By:	/s/ JOSEPH SONNIER, M.D.
Name:		Joseph Sonnier, M.D.
Title:		President

The undersigned hereby accepts appointment as registered agent for the above named limited liability company.

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EX-4.2

Exhibit 4.2

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 12, 2004, among the entities listed on Annex A hereto (each a “New Subsidiary Guarantor” and each a “Subsidiary Guarantor” (as defined in the Indenture)), each of which is a Subsidiary of AmeriPath, Inc., a Delaware corporation (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”).

W I T N E S S E T H:

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 10-½% Senior Subordinated Notes due 2013 (the “Securities”);

WHEREAS, pursuant to Section 4.11 of the Indenture, the Company is required to cause each Foreign Restricted Subsidiary that Guarantees any other Indebtedness of the Company and each 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 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 the Indenture;

WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, each of the New Subsidiary Guarantors is a direct or indirect Subsidiary of the Company as set forth on Annex A hereto.

NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Company, each New 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.  Each New 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 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”).  Each New 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 such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound under this Supplemental Indenture notwithstanding any extension or renewal of any Guaranteed Obligation.

Each New 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. Each New Subsidiary Guarantor waives notice of any default under the Securities or the Guaranteed Obligations.  The obligations of each New 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 such Subsidiary Guarantor.

Each New 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 Guaranties of the New Subsidiary Guarantors are, 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 such Subsidiary Guarantors and such Subsidiary Guaranties are 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 each New 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 each New 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, wilfull 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 such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.

Each New 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

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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 New 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, each New 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.

Each New 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.  Each New 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 such 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 such Subsidiary Guarantor for the purposes of this Supplemental Indenture.

Each New 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 any New Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Supplemental Indenture, as it relates to such 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 each New 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

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Indenture shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any 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 any New 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 New 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 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 New Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of a New Subsidiary Guarantor,

(ii)           the sale or disposition of all or substantially all the assets of a New Subsidiary Guarantor or

(iii)          upon the designation of a New Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture,

such New 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 New Subsidiary Guarantors 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 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, incorporator, partner, stockholder, member or manager, as such, of any New Subsidiary Guarantor shall not have any liability for any obligations of Parent or the Company under the Securities or the Indenture or of such New Subsidiary Guarantor under its Subsidiary Guaranty, the Indenture or this Supplemental Indenture or for any claim based on, in respect of or by reason

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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.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.

AMERIPATH HOLDINGS, INC.
By:	/s/ SCOTT MACKESY
	Name: Scott Mackesy
	Title: Vice President, Treasurer and Secretary
AMERIPATH, INC.
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

3-GEN DIAGNOSTIC LABORATORIES, INC.
(a Utah corporation)

AMERIPATH 5.01(a) CORPORATION
(a Texas not-for-profit corporation)

AMERIPATH CINCINNATI, INC.
(an Ohio corporation)

AMERIPATH CLEVELAND, INC.
(an Ohio corporation)

AMERIPATH CONSOLIDATED LABS, 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 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 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 YOUNGSTOWN LABS, INC.
(an Ohio corporation)

[Signature Page to the Supplemental Indenture]

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)

CPA I, INC.
(a Tennessee corporation)

CPA II, INC.
(a Tennessee corporation)

DERMATOPATHOLOGY SERVICES, INC.
(an Alabama corporation)

DFW 5.01(a) CORPORATION
(a Texas not-for-profit corporation)

KAILASH B. SHARMA, 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)

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)

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/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President
AMERIPATH INDIANA, LLC (an Indiana limited liability company)
By:	AmeriPath, Inc.,
	its Managing Member
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

AMERIPATH, LLC (a Delaware limited liability company)
API NO. 2, LLC (a Delaware limited liability company)
ROCKY MOUNTAIN PATHOLOGY, L.L.C. (a Utah limited liability company)
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Sole Manager
AMERIPATH TEXAS, LP (a Delaware limited partnership)
By:	AmeriPath, LLC,
	its General Partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Sole Manager
COLUMBUS PATHOLOGY ASSOCIATES (a Mississippi general partnership)
By:	CPA I, Inc.,
	its general partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES (a Georgia general partnership)
By:	Peter G. Klacsmann, M.D., Inc.,
	its general partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

NEW SUBSIDIARY GUARANTORS:
AMERIPATH FLORIDA, LLC (a Delaware limited liability company)
AMERIPATH NEW YORK, LLC (a Delaware limited liability company)
AMERIPATH PENNSYLVANIA, LLC (a Pennsylvania limited liability company)
AMERIPATH WISCONSIN, LLC (a Wisconsin limited liability company)
DIAGNOSTIC PATHOLOGY MANAGEMENT SERVICES, LLC (an Oklahoma limited liability company)
O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC (a Georgia limited liability company)
By:	AmeriPath, Inc.,
	its Managing Member
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

REGIONAL PATHOLOGY CONSULTANTS, LLC (a Utah limited liability company)
By:	Strigen, Inc.,
	Its Managing Member
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ RICHARD PROKOSCH
	Name: Richard Prokosch
	Title: Vice President

ANNEX A

New Subsidiary Guarantors

AmeriPath Florida, LLC

AmeriPath Pennsylvania, LLC

AmeriPath Wisconsin, LLC

AmeriPath New York, LLC

Diagnostic Pathology Management Services, LLC

O’Quinn Medical Pathology, LLC

Regional Pathology Consultants, LLC

EX-5.1

Exhibit 5.1

[                     ] , 2004

AmeriPath, Inc.

7289 Garden Road, Suite 200

Riviera Beach, Florida 33404

Re:Registration Statement on Form S-4

SEC File No. 333-

Ladies and Gentlemen:

We have acted as counsel to AmeriPath, Inc.,  a Delaware corporation (the “Issuer”) in connection with the Registration Statement on Form S-4 (File No. 333-            ) (the “Registration Statement”) filed by the Issuer and the subsidiary guarantors listed on Schedule I  (the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by the Issuer in an exchange offer (the “Exchange Offer”) of $75,000,000 aggregate principal amount of 10.50% Senior Subordinated Notes due 2013 (the “Exchange Notes”).  The Exchange Notes will be offered by the Issuer in exchange for a like principal amount of the Issuer's outstanding 10.50% Senior Subordinated Notes due 2013 (the “Original Notes”).  The Exchange Notes are to be issued pursuant to an Indenture, dated as of March 27, 2003 (as amended, supplemented or modified through the date hereof, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank, National Association, as trustee (the “Trustee”).  Payment of the Exchange Notes will be guaranteed by the Guarantors pursuant to Article 11 of the Indenture and evidenced by a Notation of Guarantee attached to the Exchange Notes (the “Guarantees”).

In connection with this opinion, we have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement.  We have also examined originals or copies, certified or otherwise identified to our satisfaction, of documents and records and have made investigation of fact and examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein.  In conducting our investigation, we have relied, without independent verification, on the accuracy of certificates of public officials, officers and representatives of the Issuer, the Guarantors and other appropriate persons.

In rendering the opinions set forth below, we have assumed that the Indenture is the valid and binding obligation of the Trustee.

We have assumed further that each of the Guarantors (a) is validly existing under the laws of its jurisdiction of organization, (b) has the power and authority to execute and deliver the Indenture, the Exchange Notes and the Guarantees and to perform its obligations thereunder and (c) has duly authorized, executed and delivered the Indenture and has duly authorized the Exchange Notes and the Guarantees.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1.When the Exchange Notes have been duly executed, authenticated and issued in accordance with the provisions of the Indenture and have been delivered against receipt of the Original Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2.When the Exchange Notes have been duly executed, authenticated and issued in accordance with the provisions of the Indenture and have been delivered against receipt of the Original Notes surrendered in exchange therefor upon completion of the Exchange Offer, and the Guarantees have been duly executed, delivered and attached to the Exchange Notes in accordance with the provisions of the Indenture, the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinions set forth aboveare subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and secured parties, and (ii) general principles of equity.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the use of our name under the caption “Legal Matters” in the Prospectus.  By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

Ropes & Gray LLP

SCHEDULE I

Name of Subsidiary

3-Gen Diagnostic Laboratories, Inc.

A. Bernard Ackerman, M.D., Dermatopathology, P.C.

AmeriPath 5.01(a) Corporation

AmeriPath Cincinnati, Inc.

AmeriPath Cleveland, Inc.

AmeriPath Consolidated Labs, Inc.

AmeriPath Consulting Pathology Services, P.A.

AmeriPath Florida, LLC

AmeriPath Indemnity, Ltd.

AmeriPath Indiana, LLC

AmeriPath Indianapolis, LLC

AmeriPath Kentucky, Inc.

AmeriPath Lubbock 5.01(a) Corporation

AmeriPath Marketing USA, Inc.

AmeriPath Michigan, Inc.

AmeriPath Milwaukee, S.C.

AmeriPath Mississippi, Inc.

AmeriPath New England, Inc.

AmeriPath New York, LLC

AmeriPath North Carolina, Inc.

AmeriPath Ohio, Inc.

Name of Subsidiary

AmeriPath PAT 5.01(a) Corporation

AmeriPath PCC, Inc.

AmeriPath Pennsylvania, LLC

AmeriPath Philadelphia, Inc.

AmeriPath Pittsburgh, P.C.

AmeriPath San Antonio 5.01(a) Corporation

AmeriPath SC, Inc.

AmeriPath Severance 5.01(a) Corporation

AmeriPath Texas, LP

AmeriPath Youngstown Labs, Inc.

AmeriPath Youngstown, Inc.

AmeriPath, LLC

AmeriPath Wisconsin, LLC

Anatomic Pathology Services, Inc.

API No. 2., LLC

Arizona Pathology Group, Inc.

Arlington Pathology Association 5.01(a) Corporation

Colorado Diagnostic Laboratory, LLC

Colorado Pathology Consultants, P.C.

Columbus Pathology Associates

Name of Subsidiary

Consulting Pathologists of Pennsylvania, P.C.

CPA I, Inc.

CPA II, Inc.

Dermatopathology of Wisconsin, S.C.

Dermatopathology Services, Inc.

DFW 5.01(a) Corporation

Diagnostic Pathology Management Services, LLC

Diagnostic Pathology Services, P.C.

Institute for Dermatopathology, P.C.

J.J. Humes, M.D. and Associates/AmeriPath, P.C.

Jeffrey R. Light, M.D., Inc.

Kailash B. Sharma, M.D., Inc.

Kilpatrick Pathology, P.A.

NAPA 5.01(a) Corporation

Nuclear Medicine and Pathology Associates

Ocmulgee Medical Pathology Association, Inc.

O'Quinn Medical Pathology Association, LLC

Palms of Pasadena Pathology, Inc.

PCA of Columbus, Inc.

PCA of Denver, Inc.

PCA of Los Gatos, Inc.

Name of Subsidiary

PCA of Memphis, Inc.

PCA of Nashville, Inc.

PCA of St. Louis II, Inc.

PCA Southeast II, Inc.

Peter G. Klacsmann, M.D., Inc.

Regional Pathology Consultants, LLC

Rocky Mountain Pathology, L.L.C.

Sharon G. Daspit, M.D., Inc.

Shoals Pathology Associates, Inc.

Simpson Pathology 5.01(a) Corporation

Southwest Diagnostic Laboratories, P.C.

Strigen, Inc.

TID Acquisition Corp.

Tulsa Diagnostics, P.C.

TXAR 5.01(a) Corporation

EX-10.1

Exhibit 10.1

$75,000,000

AmeriPath, Inc.

10 1/2% Senior Subordinated Notes Due 2013

AMENDED AND RESTATED
PURCHASE AGREEMENT

February 11, 2004

CREDIT SUISSE FIRST BOSTON LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

c/o Credit Suisse First Boston LLC,

Eleven Madison Avenue,

New York, New York  10010-3629

Dear Sirs:

1.  Introductory.  AmeriPath, Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of AmeriPath Holdings, Inc. (“Parent”), 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”) $75,000,000 principal amount of its 10 1/2% Senior Subordinated Notes due 2013 (the “Offered Securities”) to be issued as additional securities under the indenture dated as of March 27, 2003 (the “Indenture”), among the Company, the Guarantors (as defined in paragraph 2(e) 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, as amended (the “Securities Act”).  Concurrently with the consummation of the purchase and sale of the Offered Securities, the Company will enter into an amendment to the credit agreement (the “Amendment and Restatement”) dated as of March 27, 2003 (as amended, the “Amended and Restated Credit Agreement”) among itself, Parent, the guarantors named therein, Credit Suisse First Boston, as administrative and collateral agent, and the lenders named therein.  In connection therewith, the Company hereby agrees with the several Purchasers as follows:

The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement.

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:

(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 (the “Representative”) 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)  The Company 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 the Company 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 and the Subsidiaries (as defined in paragraph 2(c) below) taken as a whole (a “Material Adverse Effect”).

(c)  Each of the Company’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

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otherwise set forth on Schedule B hereto, all of the capital stock of each Subsidiary is owned by the Company, directly or through other Subsidiaries, free from liens, encumbrances and defects.

(d)  This Agreement, the Indenture and the Registration Rights Agreement have been (or have been or will be on the Closing Date, as the case may be, in the case of the Guarantors) duly authorized by the Company and, to the extent applicable, the Guarantors; this Agreement has been duly executed and delivered by the Company; the Indenture has been (or has been or will be on the Closing Date, as the case may be, in the case of the Guarantors) duly executed and delivered by the Company, Parent and the Guarantors; 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 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, to general equity principles (regardless of whether considered in a proceeding at law or in equity) and, with respect to the indemnification and contribution provisions of this Agreement and the Registration Rights Agreement, applicable federal and state securities laws.

(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; on the Closing Date, the Joinder Agreement (as defined below) will have been duly authorized, executed and delivered by each Guarantor and, upon execution and delivery thereof, this Agreement will constitute a valid and legally binding obligation of the Guarantors, 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); 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, to general equity principles (regardless of whether considered in a proceeding at law or in equity) and, with respect to the indemnification and contribution provisions of this Agreement and the Registration Rights Agreement, applicable federal and state securities laws.

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(f)  On the Closing Date, the Amendment and Restatement will be duly authorized by the Company, the Parent and the Guarantors; on the Closing Date, the Amendment and Restatement will have been duly executed and delivered by the Company, the Parent and the Guarantors; and the Amended and Restated Credit Agreement conforms in all material respects to the description thereof in the Offering Document, and on the Closing Date, assuming the due authorization, execution, and delivery by the agents and lenders thereunder, the Amended and Restated Credit Agreement will constitute the valid and legally binding obligation of each of the Company, the Parent and the Guarantors, respectively, enforceable against each of them 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).

(g)  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).

(h)  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 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).

(i)  Except as disclosed in the Offering Document, there are no contracts, agreements or understandings between the Company or any Subsidiary and any person (other than the Purchasers) that would give rise to a valid claim against the Company, 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.

(j)  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

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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.

(k)  The performance of the Indenture, the execution, delivery and performance of 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, the Parent or any Subsidiary or any of their properties, (ii)  assuming receipt of the Consents, any agreement or instrument to which the Company, the Parent or any such Subsidiary is a party or by which the Company, the Parent or any such Subsidiary is bound or to which any of the properties of the Company, the Parent or any such Subsidiary is subject, or (iii) the charter or by-laws of the Company, 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.

(l)  Except as disclosed in the Offering Document, the Company 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 and the Subsidiaries hold any leased real or material personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

(m)  Except as would not individually or in the aggregate have a Material Adverse Effect, the Company 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.

(n)  No labor dispute with the employees of the Company or any Subsidiary exists or, to the knowledge of the Company, is imminent that is reasonably likely to have a Material Adverse Effect.

(o)  Except as would not individually or in the aggregate have a Material Adverse Effect, the Company 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.

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(p)  Except as disclosed in the Offering Document, none of the Company 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.

(q)  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 or any of the Subsidiaries or any of their respective properties that, if determined adversely to the Company 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.

(r)  The financial statements included in the Offering Document present fairly in all material respects the financial position of the Company and the Subsidiaries, on a consolidated basis, as of the dates shown, 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 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.

(s)  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 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 or any Subsidiary on any class of capital stock.

(t)  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

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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.

(u)  Other than the Existing Notes (as defined below), 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.

(v)  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 the Indenture has been qualified under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); the Indenture 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.

(w)  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 (other than the Existing Notes) 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.  The Company issued $275,000,000 principal amount of 10 1/2% Senior Subordinated Notes Due 2013 under the Indenture, the terms of which are substantially similar to the terms of the Offered Securities (the “Existing Notes”).

(x)  Neither the Company 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 103.88% of the principal amount thereof plus accrued interest from October 1, 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.

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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”) 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.  Interests in any permanent global Securities will be held only in book-entry form through DTC, 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 Representative, at the office of Cravath, Swaine & Moore LLP at 9:30 a.m. (New York time) on February 17, 2004, or at such other place or time not later than seven full business days thereafter as the Representative 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 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 LLP 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 after 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

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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.”

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

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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 Representative 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 Representative’s 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 law, the Company promptly will notify the Representative 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 Representative’s 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 Representative 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 Representative requests, and the Company will furnish to the Representative 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 Representative 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 Representative designates 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 Representative, as soon as

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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 Representative such other information concerning the Company as the Representative 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 Representativeand 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 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) the 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 Representative designates 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 any reasonable travel and other expenses of the officers and employees of the Company 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 Representative 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

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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 the Representative, 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 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 (i) a letter, dated February 4, 2004, of Ernst & Young LLP in form and substance satisfactory to the Purchasers concerning the financial and other information with respect to the Company set forth in the offering circular dated February 4, 2004 and (ii) a letter, dated the date of this Agreement, of Ernst & Young LLP in form and substance satisfactory to the Purchasers concerning the financial and other information with respect to the Company 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 and the Subsidiaries taken as a whole which, in the judgment of the Representative, 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 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 (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 has been placed on negative outlook, other than the rating downgrade announced by Moody’s Investors Service, Inc. on the date hereof; (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 the

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Representative, 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 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 the Representative, 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.

(c)  The Purchasers shall have received an opinion, dated the Closing Date, of Ropes & Gray, counsel for the Company, in such a form as may be reasonably requested by the Purchasers and their counsel.

(d)  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.

(e)  The Purchasers shall have received from Cravath, Swaine & Moore LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the incorporation of the Company, 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 Representative 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.

(f)  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 the Company in which such officers 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 and the Subsidiaries taken as a whole, except as set forth in or contemplated by the Offering Document or as described in such certificate.

(g)  The Purchasers shall have received a letter, dated the Closing Date, of Ernst & Young LLP, which meets the requirements of subsection (a) of this Section,

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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.

(h)  Concurrently with or prior to the issuance and sale of the Offered Securities by the Company, the Consents shall have been obtained and the Amendment and Restatement shall be in full force and effect and the Purchasers shall have received true and correct copies of all documents pertaining thereto and evidence reasonably satisfactory to the Purchasers of the effectiveness thereof.  There shall exist at and as of the Closing Date (after giving effect to the transactions contemplated by this Agreement and the Amended and Restated Credit Agreement) no condition that would constitute a default (or an event that with notice or lapse of time, or both, would constitute a default) under the Amended and Restated Credit Agreement.

(i)  The Purchasers shall have received a letter, dated the Closing Date, of Deloitte & Touche LLP in form and substance satisfactory to the Purchasers concerning the financial and other information for the years ended December 31, 2001 and 2000.

(j)  The Guarantors shall have executed the Joinder Agreement  (the “Joinder Agreement”) in the form attached as Exhibit A hereto and the Purchasers shall have received copies thereof.

The Company will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request.  The Representative may in its 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 and the Guarantors will jointly and severally 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 are incurred; provided, however, that neither the Company nor any Guarantor will 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 Representative specifically for use therein, it being

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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.

(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 Representative 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

15

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.

(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 and the Guarantors 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 and the Guarantors 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 and the Guarantors on the one hand and the Purchasers on the other shall be 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 and the Guarantors 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.

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(e)  The obligations of the Company and the Guarantors under this Section shall be in addition to any liability which the Company and the Guarantors 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 Representative 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 total principal amount of the Offered Securities and arrangements satisfactory to the Representative 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.  If 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

17

telegraphed and confirmed to it at 7289 Garden Road, Suite 200, Riviera Beach, FL 33404, Attention: Chief Financial 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 Representative will act for the several Purchasers in connection with this purchase, and any action under this Agreement taken by the Representative will be binding upon all the Purchasers.

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.

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]

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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,
AMERIPATH, INC.
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

The foregoing Purchase Agreement is hereby confirmed, accepted and agreed to as of the date first above written.
	CREDIT SUISSE FIRST BOSTON LLC
	Acting on behalf of itself and as the Representative of the several Purchasers
	By:	/s/ CRAIG CALLEN
		Name: Craig Callen
		Title: Managing Director

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SCHEDULE A

Purchaser	Principal Amount of Offered Securities
Credit Suisse First Boston LLC	$	18,750,000
Citigroup Global Markets Inc.	$	18,750,000
Deutsche Bank Securities Inc.	$	18,750,000
Wachovia Capital Markets, LLC.	$	18,750,000
Total	$	75,000,000

SCHEDULE B

List of Subsidiaries

Name of Subsidiary	Jurisdiction of Organization	Form of Organization	Holders of Outstanding Capital Stock/ Equity Interests	Foreign Qualifications
3-Gen Diagnostic Laboratories, Inc.	Utah	corporation	Strigen, Inc.	None
A. Bernard Ackerman, M.D., Dermatopathology, P.C.	New York	professional corporation	Leslie B. Rosen, M.D. (Nominee)	None
AmeriPath 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
AmeriPath Cincinnati, Inc.	Ohio	corporation	AmeriPath Ohio Trust	None
AmeriPath Cleveland, Inc.	Ohio	corporation	AmeriPath Ohio Trust	None
AmeriPath Consolidated Labs, Inc.	Florida	corporation	AmeriPath, Inc.	None
AmeriPath Consulting Pathology Services, P.A.	North Carolina	professional association	Dianne Dookham, M.D. (Nominee)	None
AmeriPath Florida, LLC	Delaware	limited liability company	AmeriPath, Inc.  (Sole Member)	Florida;  New York
AmeriPath Indemnity, Ltd.	Cayman Islands	corporation	AmeriPath, Inc.	None
AmeriPath Indiana, LLC	Indiana	limited liability company	AmeriPath, Inc.	None
AmeriPath Indianapolis, LLC	Indiana	professional corporation	AmeriPath  Indianapolis Trust (Sole Member)	None
AmeriPath Kentucky, Inc.	Kentucky	corporation	AmeriPath, Inc.	None
AmeriPath Lubbock 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
AmeriPath Marketing USA, Inc.	Florida	corporation	AmeriPath, Inc.	None
AmeriPath Michigan, Inc.	Michigan	corporation	AmeriPath, Inc.	None
AmeriPath Milwaukee, S.C.	Wisconsin	service corporation	Gerald A. Hanson, M.D. (Nominee)	None
AmeriPath Mississippi, Inc.	Mississippi	corporation	AmeriPath, Inc.	None
AmeriPath New England, Inc.	Delaware	corporation	AmeriPath, Inc.	Massachusetts
AmeriPath New York, LLC	Delaware	limited liability company	AmeriPath, Inc.  (Sole Member)	New York
AmeriPath North Carolina, Inc.	North Carolina	corporation	AmeriPath, Inc.	None

Name of Subsidiary	Jurisdiction of Organization	Form of Organization	Holders of Outstanding Capital Stock/ Equity Interests	Foreign Qualifications
AmeriPath Ohio, Inc.	Delaware	corporation	AmeriPath, Inc.	None
AmeriPath PAT 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
AmeriPath PCC, Inc.	Ohio	corporation	AmeriPath Ohio Trust	None
AmeriPath Pennsylvania, LLC	Pennsylvania	limited liability company	AmeriPath, Inc. (Sole Member)	None
AmeriPath Philadelphia, Inc.	New Jersey	corporation	AmeriPath, Inc.	Pennsylvania
AmeriPath Pittsburgh, P.C.	Pennsylvania	professional corporation	Alan Levin, M.D. (Nominee)	None
AmeriPath San Antonio 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
AmeriPath SC, Inc.	South Carolina	corporation	AmeriPath, Inc.	None
AmeriPath Severance 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
AmeriPath Texas, LP	Delaware	limited partnership	AmeriPath, LLC  (1% General Partner)  API No. 2, LLC  (99% Limited Partner)	Texas
AmeriPath Youngstown Labs, Inc.	Ohio	corporation	AmeriPath Ohio, Inc.	None
AmeriPath Youngstown, Inc.	Ohio	corporation	AmeriPath Ohio Trust	None
AmeriPath, LLC	Delaware	limited liability company	AmeriPath, Inc.  (Sole Member)	Texas
AmeriPath Wisconsin, LLC	Wisconsin	limited liability company	AmeriPath, Inc. (Sole Member)	None
Anatomic Pathology Services, Inc.	Oklahoma	corporation	AmeriPath, Inc.	None
API No. 2., LLC	Delaware	limited liability company	AmeriPath, Inc.  (Sole Member)	None
Arizona Pathology Group, Inc.	Arizona	corporation	Strigen, Inc.	None
Arlington Pathology Association 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
Colorado Diagnostic  Laboratory, LLC	Colorado	limited liability company	Colorado Pathology Consultants, P.C.	None
Colorado Pathology  Consultants, P.C.	Colorado	professional corporation	Donald Heinig, M.D. (Nominee)	None

Name of Subsidiary	Jurisdiction of Organization	Form of Organization	Holders of Outstanding Capital Stock/ Equity Interests	Foreign Qualifications
Columbus Pathology Associates	Mississippi	general partnership	CPA I, Inc.  (50% General Partner)  CPA II, Inc.  (50% General Partner)	None
Consulting Pathologists of Pennsylvania, P.C.	Pennsylvania	professional corporation	Alan Levin, M.D. (Nominee)	None
CPA I, Inc.	Tennessee	corporation	PCA of Columbus, Inc.	None
CPA II, Inc.	Tennessee	corporation	PCA of Columbus, Inc.	None
Dermatopathology of Wisconsin, S.C.	Wisconsin	service corporation	Kraig S. Lerud, M.D. (Nominee)	None
Dermatopathology Services, Inc.	Alabama	corporation	AmeriPath, Inc.	None
DFW 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
Diagnostic Pathology Management Services, LLC	Oklahoma	limited liability company	AmeriPath, Inc. (Sole Member)	None
Diagnostic Pathology Services, P.C.	Oklahoma	professional corporation	Tommy L. Hewett, M.D. (Nominee)	None
Institute for Dermatopathology, P.C.	Pennsylvania	professional corporation	Richard A. Jacoby, M.D. (50%; Nominee)  Waine L. Johnson, M.D. (50%; Nominee)	None
J.J. Humes, M.D. and Associates/AmeriPath, P.C.	Michigan	professional corporation	Alan Levin, M.D. (Nominee)	None
Jeffrey R. Light, M.D., Inc.	California	corporation	Si Nguyen, M.D. (Nominee)	None
Kailash B. Sharma, M.D., Inc.	Georgia	corporation	AmeriPath, Inc.	None
Kilpatrick Pathology, P.A.	North Carolina	professional association	Timothy M. Kilpatrick, M.D. (Nominee)	None
NAPA 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None

Name of Subsidiary	Jurisdiction of Organization	Form of Organization	Holders of Outstanding Capital Stock/ Equity Interests	Foreign Qualifications
Nuclear Medicine and  Pathology Associates	Georgia	general partnership	Kailash B. Sharma, M.D., Inc.  (1/3 general partner)  Peter G. Klacsmann, M.D., Inc.  (1/3 general partner)  Sharon G. Daspit,  M.D., Inc.  (1/3 general partner)	None
Ocmulgee Medical Pathology Association, Inc.	Georgia	corporation	AmeriPath, Inc.	None
O’Quinn Medical Pathology Association, LLC	Georgia	limited liability company	AmeriPath, Inc.	None
Palms of Pasadena Pathology, Inc.	Florida	corporation	Martin W. Lewis, M.D., (Nominee)	None
PCA of Columbus, Inc.	Tennessee	corporation	AmeriPath, Inc.	Mississippi
PCA of Denver, Inc.	Tennessee	corporation	AmeriPath, Inc.	Colorado
PCA of Los Gatos, Inc.	Tennessee	corporation	AmeriPath, Inc.	California
PCA of Memphis, Inc.	Tennessee	corporation	AmeriPath, Inc.	None
PCA of Nashville, Inc.	Tennessee	corporation	AmeriPath, Inc.	West Virginia
PCA of St. Louis II, Inc.	Tennessee	corporation	AmeriPath, Inc.	Missouri
PCA Southeast II, Inc.	Tennessee	corporation	AmeriPath, Inc.	Georgia;  Mississippi
Peter G. Klacsmann, M.D., Inc.	Georgia	corporation	AmeriPath, Inc.	None
Regional Pathology  Consultants, LLC	Utah	limited liability company	Strigen, Inc.  (Sole Member)	None
Rocky Mountain Pathology, L.L.C.	Utah	limited liability company	Strigen, Inc.	None
Sharon G. Daspit, M.D., Inc.	Georgia	corporation	AmeriPath, Inc.	None
Shoals Pathology Associates, Inc.	Alabama	corporation	AmeriPath, Inc.	None
Simpson Pathology 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None
Southwest Diagnostic Laboratories, P.C.	Colorado	professional corporation	David Miller, M.D. (Nominee)	None

Name of Subsidiary	Jurisdiction of Organization	Form of Organization	Holders of Outstanding Capital Stock/ Equity Interests	Foreign Qualifications
Strigen, Inc.	Utah	corporation	AmeriPath, Inc.	None
TID Acquisition Corp.	Delaware	corporation	AmeriPath, Inc.	Pennsylvania
Tulsa Diagnostics, P.C.	Oklahoma	professional corporation	Tommy L. Hewett, M.D. (Nominee)	None
TXAR 5.01(a) Corporation	Texas	non-profit corporation	AmeriPath, Inc.  (Sole Member)	None

EXHIBIT A

[TO BE SIGNED BY EACH GUARANTOR]

Joinder Agreement

The undersigned hereby agrees to be bound by the terms of the Amended and Restated Purchase Agreement dated February 11, 2004, between AmeriPath, Inc., a Delaware corporation and the Purchasers (as defined therein).  The undersigned hereby also agrees that all references to “Guarantors” in the Purchase Agreement shall include the undersigned and the undersigned shall be bound by all provisions of the Purchase Agreement containing such references.  For the avoidance of doubt, such obligations of the undersigned shall include, but not be limited to, the obligations enumerated in Section 7(a) of the Purchase Agreement

Dated:
	Name of Company
	By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

$75,000,000

AmeriPath, Inc.

10½% Senior Subordinated Notes Due 2013

REGISTRATION RIGHTS AGREEMENT

February 17, 2004

CREDIT SUISSE FIRST BOSTON LLC

CITIGROUP GLOBAL MARKETS INC.

DEUTSCHE BANK SECURITIES INC.

WACHOVIA CAPITAL MARKETS, LLC

c/o Credit Suisse First Boston LLC,

Eleven Madison Avenue,

New York, New York  10010-3629

Dear Sirs:

AmeriPath, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), upon the terms set forth in an Amended and Restated Purchase Agreement dated as of February 11, 2004 (the “Purchase Agreement”), $75,000,000 aggregate principal amount of its 10½% 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 as additional securities under the Indenture dated as of March 27, 2003 (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.  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 210 days after the Closing Date (such 210th day being an “Effectiveness Deadline”) and (ii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or 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,

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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.

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 any time 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

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(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 provides 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 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

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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 250th 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 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 45 days after the Trigger Date (such 45th 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, 210 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 210th day or 75th day, as the case may be, 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 of 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

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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 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 may be 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.

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(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 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 shall 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

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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 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

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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 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 may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the

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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.

(n)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.

(o)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.

(p)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 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.

(q)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

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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.

(r)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.

(s)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.

(t)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.

(u)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 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;

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(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, LLP 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 not misleading, and

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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

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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 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

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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 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.

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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 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

16

(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 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.

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(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 any way 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

with a copy to:

Cravath, Swaine & Moore LLP

825 Eighth Avenue

Worldwide Plaza

New York, NY 10019-7475

Fax No.:  (212) 474-3700

Attention: George A. Stephanakis, Esq.

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(3) if to the Company:

AmeriPath, Inc.

7289 Garden Road

Suite 200

Riviera Beach, FL 33404

Fax No.:  (561) 845-0129

Attention:  Chief Financial 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

Ropes & Gray LLP

45 Rockefeller Plaza

New York, NY 10111

Fax No.:  (212) 841-5725

Attention:  Steven Rutkovsky, 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.

(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.

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(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(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.

(l)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.

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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,

AMERIPATH, INC.,

by
	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO
	3-GEN DIAGNOSTIC LABORATORIES, INC. (a Utah corporation)
	AMERIPATH 5.01(a) CORPORATION (a Texas not-for-profit corporation)
	AMERIPATH CINCINNATI, INC. (an Ohio corporation)
	AMERIPATH CLEVELAND, INC. (an Ohio corporation)
	AMERIPATH CONSOLIDATED LABS, 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 NORTH CAROLINA, INC. (a North Carolina corporation)

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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 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 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)

CPA I, INC.
(a Tennessee corporation)

CPA II, INC.
(a Tennessee corporation)

DERMATOPATHOLOGY SERVICES, INC.
(an Alabama corporation)

DFW 5.01(a) CORPORATION
(a Texas not-for-profit corporation)

KAILASH B. SHARMA, 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)

PCA OF COLUMBUS, INC.
(a Tennessee corporation)

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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)

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/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

23

AMERIPATH FLORIDA, LLC
(a Delaware limited liability company)

AMERIPATH INDIANA, LLC
(an Indiana limited liability company)

AMERIPATH NEW YORK, LLC
(a Delaware limited liability company)

AMERIPATH PENNSYLVANIA, LLC
(a Pennsylvania limited liability company)

AMERIPATH WISCONSIN, LLC
(a Wisconsin limited liability company)

DIAGNOSTIC PATHOLOGY MANAGEMENT
SERVICES, LLC
(an Oklahoma limited liability company)

O’QUINN MEDICAL PATHOLOGY
ASSOCIATION, LLC
(a Georgia limited liability company)

By:	AmeriPath, Inc.,
	its Managing Member
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

24

AMERIPATH, LLC
(a Delaware limited liability company)

API NO. 2, LLC
(a Delaware limited liability company)

ROCKY MOUNTAIN PATHOLOGY, L.L.C.
(a Utah limited liability company)

By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Sole Manager

25

REGIONAL PATHOLOGY CONSULTANTS, LLC (a Utah limited liability company)
By:	Strigen, Inc.,
	its Managing Member
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

26

AMERIPATH TEXAS, LP (a Delaware limited partnership)
By:	AmeriPath, LLC,
	its General Partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Sole Manager

27

COLUMBUS PATHOLOGY ASSOCIATES (a Mississippi general partnership)
By:	CPA I, Inc.,
	its general partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Executive Vice President and CFO

28

NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES (a Georgia general partnership)
By:	Peter G. Klacsmann, M.D., Inc.,
	its general partner
By:	/s/ DAVID L. REDMOND
	Name: David L. Redmond
	Title: Vice President

29

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 CALLEN
	Name: Craig Callen
	Title: Managing Director

30

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.

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.

oCHECK 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.

Subsidiary Guarantors

Name of Entity

3-Gen Diagnostic Laboratories, Inc.

AmeriPath 5.01(a) Corporation

AmeriPath Cincinnati, Inc.

AmeriPath Cleveland, Inc.

AmeriPath Consolidated Labs, Inc.

AmeriPath Florida, LLC

AmeriPath Indiana, LLC

AmeriPath Kentucky, Inc.

AmeriPath Lubbock 5.01(a) Corporation

AmeriPath Marketing USA, Inc.

AmeriPath Michigan, Inc.

AmeriPath Mississippi, Inc.

AmeriPath New England, Inc.

AmeriPath New York, LLC

AmeriPath North Carolina, Inc.

AmeriPath Ohio, Inc.

AmeriPath PAT 5.01(a) Corporation

AmeriPath PCC, Inc.

AmeriPath Pennsylvania, LLC

AmeriPath Philadelphia, Inc.

Name of Entity

AmeriPath SC, Inc.

AmeriPath Severance 5.01(a) Corporation

AmeriPath Texas, LP

AmeriPath Youngstown Labs, Inc.

AmeriPath Youngstown, Inc.

AmeriPath, LLC

AmeriPath Wisconsin, LLC

Anatomic Pathology Services, Inc.

API No. 2., LLC

Arizona Pathology Group, Inc.

Arlington Pathology Association 5.01(a) Corporation

Columbus Pathology Associates

CPA I, Inc.

CPA II, Inc.

Dermatopathology Services, Inc.

DFW 5.01(a) Corporation

Diagnostic Pathology Management Services, LLC

Kailash B. Sharma, M.D., Inc.

NAPA 5.01(a) Corporation

Nuclear Medicine and Pathology Associates

Ocmulgee Medical Pathology Association, Inc.

O’Quinn Medical Pathology Association, LLC

Name of Entity

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.

Peter G. Klacsmann, M.D., Inc.

Regional Pathology Consultants, LLC

Rocky Mountain Pathology, L.L.C.

Sharon G. Daspit, M.D., Inc.

Shoals Pathology Associates, Inc.

Simpson Pathology 5.01(a) Corporation

Strigen, Inc.

TID Acquisition Corporation

TXAR 5.01(a) Corporation

EX-10.3

Exhibit 10.3

EXECUTION COPY

AMENDMENT AGREEMENT dated as of February 17, 2004 (this “Agreement”), to the Credit Agreement dated as of March 27, 2003 (as amended prior to the date hereof, the “Existing Credit Agreement”), among AMERIPATH, INC., a Delaware corporation (the “Borrower”), AMERIPATH HOLDINGS, INC., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Reaffirming Parties”), the lenders party thereto (the “Existing Lenders”), and CREDIT SUISSE FIRST BOSTON, as administrative agent for the Existing Lenders (in such capacity, the “Administrative Agent”), and as collateral agent for the Existing Lenders (in such capacity, the “Collateral Agent”).

A.Pursuant to the Existing Credit Agreement, the Existing Lenders have extended, and have agreed to extend, credit to the Borrower.

B.Holdings and the Borrower have requested that the persons listed under the caption “Term Lenders” on the signature pages hereto (the “Term Lenders”) agree to make new Term Loans to the Borrower on the Restatement Date, in an aggregate principal amount of $125,000,000, subject to the terms and conditions set forth herein.

C.The Term Lenders are willing to make such Term Loans to the Borrower on the Restatement Date subject to the terms and conditions and for the purposes set forth herein and in the Restated Credit Agreement.

D.The Borrower and the Requisite Lenders desire to amend and restate the Existing Credit Agreement in the form of the Restated Credit Agreement to, among other things, set forth the terms and conditions under which the Term Lenders will make the Term Loans to the Borrower and to make certain other amendments thereto.

E.The Borrower, Holdings, the Subsidiary Guarantors and the Collateral Agent have entered into the Guarantee and Collateral Agreement dated as of March 27, 2003 (the “Guarantee and Collateral Agreement”), pursuant to which, among other things, Holdings and the Subsidiary Guarantors guaranteed the obligations of the Borrower under the Existing Credit Agreement and provided security therefor.

F.Each Reaffirming Party expects to realize substantial direct and indirect benefits as a result of consummation of the Transactions and the Restated Credit Agreement’s becoming effective and each Reaffirming Party is willing to reaffirm its obligations under the Guarantee and Collateral Agreement and the other Security Documents (as defined in the Existing Credit Agreement).

G.The amendment and restatement of the Existing Credit Agreement evidenced by the Restated Credit Agreement is subject to the satisfaction of the conditions precedent to effectiveness referred to in Section 5 hereof and shall become effective as provided in Section 11 hereof.

H.Capitalized terms used but not defined herein shall have the meanings given them in the Amended and Restated Credit Agreement attached hereto as Exhibit A (the “Restated Credit Agreement”).

Accordingly, the parties hereto hereby agree as follows:

SECTION 1.Commitments; Termination; Agreements.  (a)  On and as of the Restatement Date, the Commitment of each Lender shall be as set forth on Schedule 2.01 to the Restated Credit Agreement.

(a)  Subject to the terms and conditions set forth in the Restated Credit Agreement, each Term Lender agrees, severally and not jointly, to make a Term Loan to the Borrower on the Restatement Date in a principal amount not to exceed its Term Loan Commitment.

(b)  On the Restatement Date, the Borrower shall use the proceeds of the Term Loans (together with cash on hand and the net proceeds of the issuance of the Additional Subordinated Notes) to repay all Term Loans outstanding under the Existing Credit Agreement, together with accrued interest thereon (the “Term Loan Repayment”).  On the Restatement Date, each holder of Term Loans outstanding under the Existing Credit Agreement (the “Existing Term Lenders”), to the extent of the Term Loan Repayment, shall cease to be a party to the Existing Credit Agreement and shall be released from all further obligations thereunder and shall have no further rights to or interest in any of the Collateral; provided, however, that each Existing Term Lender shall continue to be entitled to the benefits of Sections 2.14, 2.16, 2.20 and 9.05 of the Existing Credit Agreement as in effect immediately prior to the Restatement Date.

(c)  On the Restatement Date, upon the effectiveness of the Restated Credit Agreement, (i) each Revolving Loan outstanding under the Existing Credit Agreement shall be deemed to be a Revolving Loan under the Restated Credit Agreement, (ii) each Swingline Loan outstanding under the Existing Credit Agreement shall be deemed to be a Swingline Loan under the Restated Credit Agreement, and (iii) each Letter of Credit outstanding under the Existing Credit Agreement shall be deemed to be a Letter of Credit under the Restated Credit Agreement.

SECTION 2.Amendment and Restatement of the Existing Credit Agreement.  The Borrowers and the Requisite Lenders agree that the Existing Credit Agreement (including all exhibits and schedules thereto) shall be amended and restated on the Restatement Date such that, on the Restatement Date, the terms set forth in the Restated Credit Agreement attached as Exhibit A hereto shall replace the terms of the Existing Credit Agreement.  As used in the Restated Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise requires, mean, from and after the replacement of the terms of the Existing Credit Agreement by the terms of the Restated Credit Agreement, the Restated Credit Agreement.

2

SECTION 3.Reaffirmation of Guarantee and Security Documents.  (a)   Each Reaffirming Party, by its signature below, hereby (i) agrees that, notwithstanding the effectiveness of this Agreement or the Restated Credit Agreement, the Guarantee and Collateral Agreement and each of the other Security Documents (as defined in the Existing Credit Agreement) continue to be in full force and effect, (ii) affirms and confirms its Guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral to secure such Obligations, all as provided in the Guarantee and Collateral Agreement and the other Security Documents as originally executed, and acknowledges and agrees that such Guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Restated Credit Agreement and the other Loan Documents, and (iii) affirms and confirms that all the representations and warranties made by or relating to it contained in the Restated Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Restatement Date with the same effect as though made on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date.

(a)  The Borrower has informed the Administrative Agent that, subsequent to entering into the Guarantee and Collateral Agreement, each of the Subsidiary Guarantors set forth on Schedule I hereto (collectively, the “Converted Subsidiary Guarantors”) has converted from a corporation to a limited liability company in its jurisdiction of organization (each a “Conversion”).  Each Converted Subsidiary Guarantor hereby confirms that it is a Reaffirming Party hereunder in respect of the Guarantee, pledge and/or grant of a security interest made by its predecessor corporation and that its Conversion has no effect on its obligations or liabilities under the Guarantee and Collateral Agreement or the rights of the Secured Parties thereunder.

(b)  On or prior to the Restatement Date, the Borrower shall cause each of the Subsidiaries set forth on Schedule II hereto (collectively, the “New Subsidiaries”) to enter into a supplement to the Guarantee and Collateral Agreement as a Subsidiary Guarantor and a Grantor thereunder.

SECTION 4.Representations and Warranties. To induce the other parties hereto to enter into this Agreement, each of Holdings and the Borrower represents and warrants to each of the other parties hereto, that, at the time of and immediately after giving effect to this Agreement, (a) the representations and warranties contained in Article III of the Restated Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the Restatement Date with the same effect as though made on and as of the Restatement Date, except to the extent such representations and warranties expressly relate to an earlier date, and (b) no Event of Default or Default has occurred and is continuing.

SECTION 5.Conditions to the Effectiveness of the Restated Credit Agreement.  The Restated Credit Agreement shall become effective on the date (the “Restatement Date”) on which each of the conditions in Section 4.02 of the Restated Credit Agreement is satisfied or waived.

3

SECTION 6.Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.No Novation. Neither this Agreement nor the effectiveness of the Restated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, except as expressly provided for herein with respect to the Term Loan Repayment.  Except with respect to the Term Loan Repayment, nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith.  Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any other Loan Party under any Loan Document (as defined in the Existing Credit Agreement) from any of its obligations and liabilities thereunder.  The Existing Credit Agreement and each of the other Loan Documents (as defined in the Existing Credit Agreement) shall remain in full force and effect, until and except as modified hereby or thereby in connection herewith or therewith.  This Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement and the Restated Credit Agreement.

SECTION 8.Notices.  All notices hereunder shall be given in accordance with the provisions of Section 9.01 of the Restated Credit Agreement.

SECTION 9.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 11 hereof.  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 10.   Headings.  Section headings 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 11.   Effectiveness; Amendment.  This Agreement shall become effective as of the date set forth above on the date on which the Administrative Agent (or its counsel) shall have received counterparts of this Agreement that, when taken together, bear the signatures of the Borrower, Holdings, the Administrative Agent and the Requisite Lenders.  As used herein, the term “Requisite Lenders” shall mean (a) the Required Lenders, and (b) each Term Lender.  This Agreement may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto.

4

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/ DAVID L. REDMOND
		Name: David L. Redmond
		Title:   Executive Vice President, CFO and Secretary
AMERIPATH HOLDINGS, INC.,
	By	/s/ SCOTT MACKESY
		Name: Scott Mackesy
		Title:   Vice President, Treasurer and Secretary

3-GEN DIAGNOSTIC LABORATORIES, INC.
(a Utah corporation)

AMERIPATH 5.01(A) CORPORATION
(a Texas not-for-profit corporation)

AMERIPATH CINCINNATI, INC.
(an Ohio corporation)

AMERIPATH CLEVELAND, INC.
(an Ohio corporation)

AMERIPATH CONSOLIDATED LABS, 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)

5

AMERIPATH NEW ENGLAND, 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 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 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)

CPA I, INC.
(a Tennessee corporation)

CPA II, INC.
(a Tennessee corporation)

DERMATOPATHOLOGY SERVICES, INC.
(an Alabama corporation)

DFW 5.01(A) CORPORATION
(a Texas not-for-profit corporation)

KAILASH B. SHARMA, M.D., INC.
(a Georgia corporation)

6

NAPA 5.01(A) CORPORATION
(a Texas not-for-profit corporation)

OCMULGEE MEDICAL PATHOLOGY ASSOCIATION, INC.
(a Georgia 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)

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/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:  Vice President

7

AMERIPATH INDIANA, LLC (an Indiana limited liability company)
AMERIPATH NEW YORK, LLC (a Delaware limited liability company)
DIAGNOSTICS PATHOLOGY MANAGEMENT SERVICES, LLC (an Oklahoma limited liability company)
O’QUINN MEDICAL PATHOLOGY ASSOCIATION, LLC (a Georgia limited liability company)
By:	AMERIPATH, INC., its Managing Member
	By:	/s/ DAVID L. REDMOND
		Name:  David L. Redmond
		Title:    Executive Vice President and CFO

AMERIPATH, LLC (a Delaware limited liability company)
API NO. 2, LLC (a Delaware limited liability company)
ROCKY MOUNTAIN PATHOLOGY, L.L.C. (a Utah limited liability company)
By:	/s/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:    Sole Manager

8

AMERIPATH TEXAS, L.P. (a Delaware limited partnership)
BY: AMERIPATH, LLC, ITS GENERAL PARTNER
By:	/s/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:    Sole Manager

COLUMBUS PATHOLOGY ASSOCIATES (a Mississippi general partnership)
By: CPA I, INC., its General Partner
By:	/s/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:    Vice President

NUCLEAR MEDICINE AND PATHOLOGY ASSOCIATES (a Georgia general partnership)
By: PETER G. KLACSMANN, M.D., INC., its General Partner
By:	/s/ DAVID L. REDMOND
	Name:  David L. Redmond
	Title:    Vice President

9

CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as an Existing Lender and as Administrative Agent,
by	/s/ JOSEPH A. DIPEETRO
	Name:  Joseph A. DiPietro
	Title:    Director

by	/s/ RICHARD B. CAREY
	Name:  Richard B. Carey
	Title:    Managing Director

10

TERM LENDERS:
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch,
by	/s/ JOSEPH A. DIPEETRO
	Name:  Joseph A. DiPietro
	Title:   Director

by	/s/ RICHARD B. CAREY
	Name:  Richard B. Carey
	Title:    Managing Director

11

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:	1888 FUND, LTD

by	/s/ KAITLIN TRINH
	Name:  Kaitlin Trinh
	Title:    Fund Controller

12

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO, LTD., as Term Lender
		By	/s/ DIANE J. EXETER
			Name:  Diane J. Exeter
			Title:    Managing Director

13

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		BALLYROCK CDO I Limited,
		By: BALLYROCK Investment Advisors LLC, as Collateral Manager
		By	/s/ LISA RYMUT
			Name:  Lisa Rymuy
			Title:    Assistant Treasurer

14

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		BALLYROCK CDO I Limited,
		By: BALLYROCK Investment Advisors LLC, as Collateral Manager
		By	/s/ LISA RYMUT
			Name:  Lisa Rymuy
			Title:    Assistant Treasurer

15

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		BlackRock Limited Duration Income Trust
		By	/s/ MARK J. WILLIAMS
			Name:  Mark J. Williams
			Title:    Authorized Signatory

16

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		BLUE SQUARE FUNDING SERIES 3
		By	/s/ JENNIFER DIPASQUALE
			Name:  Jennifer DiPasquale
			Title:    Assistant Vice President

17

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Brant Point II CBO 2000 I LTD., as Term Lender
		By	/s/ DIANE J. EXETER
			Name:  Diane J. Exeter
			Title:    Managing Director Portfolio Manager

18

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender
		By	/s/ DIANE J. EXETER
			Name:  Diane J. Exeter
			Title:    Managing Director Portfolio Manager

19

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill II - INGOTS Ltd., as Term Lender
		By	/s/ DIANE J. EXETER
			Name:  Diane J. Exeter
			Title:    Managing Director Portfolio Manager

20

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Castle Hill III - CLO, Limited, as Term Lender
		By	/s/ DIANE J. EXETER
			Name:  Diane J. Exeter
			Title:    Managing Director Portfolio Manager

21

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Liberty Floating Rate Advantage Fund)
		By: Columbia Management Advisors, Inc., As Advisor
		By	/s/ JAMES R. FELLOWS
			Name:  James R. Fellows
			Title:    Vice President & Portfolio Manager

22

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		COLUMBIA FLOATING RATE ADVANTAGE FUND (f/k/a Stein Roe Floating Rate Limited Liability Company)
		By: Columbia Management Advisors, Inc., As Advisor
			By	/s/ JAMES R. FELLOWS
				Name:  James R. Fellows
				Title:    Vice President & Portfolio Manager

23

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Deutsche Bank Trust Company Americas
			By	/s/ DIANE F. ROLFE
				Name:  Diane F. Rolfe
				Title:    Vice President

24

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Emerald Orchard Limited
		By	/s/ STACEY MALEK
			Name:  Stacey Malek
			Title:    Attorney In Fact

25

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund
		By	/s/ JOHN H. COSTELLO
			Name:  John H. Costello
			Title:    Assistant Treasurer

26

	SIGNATURE PAGE TO THE AMENDMENT AGREEMENT TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Fidelity Fixed Income Trust: Fidelity High Income Fund
		By	/s/ JOHN H. COSTELLO
			Name:  John H. Costello
			Title:    Assistant Treasurer

27

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Fidelity Puritan Trust Fidelity Balanced Fund
		By	/s/ JOHN H. COSTELLO
			Name: John H. Costello
			Title: Assistant Treasurer

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		General Electric Capital Corporation
		By	/s/ W. JEROME McDERMOTT
			Name: W. JEROME McDERMOTT
			Title: DULY AUTHORIZED SIGNATORY

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		GLENEAGLES TRADING LLC
		By	/s/ DIANA M. HIMES
			Name: DIANA M. HIMES
			Title: ASSISTANT VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		GoldenTree Link Yield Opportunities L.L.P.
Name of Lender:		By: Goldentree Asset Management, L.P.
		By	/s/ FREDERICK S. HADDAD
			Name: Frederick S. Haddad
			Title:

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		GoldenTree Loan Opportunities I, Limited
Name of Lender:		By: Goldentree Asset Management, L.P.
		By	/s/ FREDERICK S. HADDAD
			Name: Frederick S. Haddad
			Title:

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Golden Tree High Yield Opportunities II, L.L.P.
Name of Lender:		By: Goldentree Asset Management, L.P.
		By	/s/ FREDERICK S. HADDAD
			Name: Frederick S. Haddad
			Title:

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		GoldenTree Loan Opportunities II, Limited
Name of Lender:		By: Goldentree Asset Management, L.P.
		By	/s/ FREDERICK S. HADDAD
			Name: Frederick S. Haddad
			Title:

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender
		By	/s/ DIANE J. EXTER
			Name:	DIANE J. EXTER
			Title:	MANAGING DIRECTOR PORTFOLIO MANAGER

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		HARBOUR TOWN FUNDING LLC
		By	/s/ DIANA M. HIMES
			Name:	DIANA M. HIMES
			Title:	ASSISTANT VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Highland Legacy Limited
Name of Lender:	By:	Highland Capital Management,
		As Collateral Manager
			By	/s/ MARK OKADA
				Name:	Mark Okada
				Title:	Chief Investment Officer Highland Capital Management, L.P.

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Highland Loan Funding V Ltd.
Name of Lender:	By:	Highland Capital Management L.P.
		As Collateral Manager
			By	/s/ MARK OKADA
				Name:	Mark Okada
				Title:	Chief Investment Officer Highland Capital Management, L.P.

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		LAGUNA FUNDING LLC
		By	/s/ DIANA M. HIMES
			Name:	DIANA M. HIMES
			Title:	ASSISTANT VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		LOAN FUNDING IV, LLC
Name of Lender:	By:	Highland Capital Management, L.P.
		As Portfolio Manager
		By	/s/ MARK OKADA
			Name:	Mark Okada
			Title:	Chief Investment Officer Highland Capital Management, L.P.

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
			Loan Funding Corp. THC, Ltd.
Name of Lender:
		By		/s/ STACEY MALEK
				Name:	Stacey Malek
				Title:	Attorney in Fact

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
			Magnetite V CLO, Limited
Name of Lender:
		By		/s/ MARK J. WILLIAMS
				Name:	MARK J. WILLIAMS
				Title:	AUTHORIZED SIGNATORY

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
			Morgan Stanley Prime Income Trust
Name of Lender:
		By		/s/ ELIZABETH BODISCH
				Name:	Elizabeth Bodisch
				Title:	Authorized Signatory

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
			ORIX FUNDING LLC
Name of Lender:
		By		/s/ DIANA M. HIMES
				Name:	DIANA M. HIMES
				Title:	ASSISTANT VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral
		Manager for Race Point CLO, Limited,
		as Term Lender
		By	/s/ DIANE J. EXTER
			Name:	DIANE J. EXTER
			Title:	MANAGING DIRECTOR PORTFOLIO MANAGER

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty Advisors, LLC as Collateral
		Manager for Race Point II CLO,
		Limited, as Term Lender
		By	/s/ DIANE J. EXTER
			Name:	DIANE J. EXTER
			Title:	MANAGING DIRECTOR PORTFOLIO MANAGER

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Restoration Funding CLO, LTD
Name of Lender:		By: Highland Capital Management, L.P.
		As Collateral Manager
		By	/s/ MARK OKADA
			Name:	Mark Okada
			Title:	Chief Investment Officer Highland Capital Management, L.P.

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty High Yield Partners II, L.P.
		By	/s/ DIANE J. EXTER
			Name:	DIANE J. EXTER
			Title:	MANAGING DIRECTOR PORTFOLIO MANAGER

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Sankaty High Yield Partners III, L.P.
		By	/s/ DIANE J. EXTER
			Name:	DIANE J. EXTER
			Title:	MANAGING DIRECTOR PORTFOLIO MANAGER

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		SRF 2000, INC.
		By	/s/ DIANA M. HIMES
			Name:	DIANA M. HIMES
			Title:	ASSISTANT VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Sun America Life Insurance Company
Name of Lender:		by: AIG Global Investment Corp.
		as Investment Advisor
		By	/s/ W. JEFFREY BAXTER
			Name:	W. Jeffrey Baxter
			Title:	Vice President

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Toronto Dominion (New York), Inc.
		By	/s/ STACEY MALEK
			Name:	STACEY MALEK
			Title:	VICE PRESIDENT

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		VAN KAMPEN
Name of Lender:		SENIOR INCOME TRUST
		By: Van Kampen Investment Advisory Corp.
		By	/s/ CHRISTINA JAMIESEN
			Name:	Christina Jamiesen
			Title:	Executive Director

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		VAN KAMPEN
Name of Lender:		SENIOR LOAN FUND
		By: Van Kampen Investment Advisory Corp.
		By	/s/ CHRISTINA JAMIESEN
			Name:	Christina Jamiesen
			Title:	Executive Director

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Venture CDO 2002, Limited
		By its investment advisor, MJX Asset
Name of Lender:		Management LLC
		By	/s/ KENNETH OSTMANN
		Name:	Kenneth Ostmann
		Title:	Director

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Venture II CDO 2002, Limited
Name of Lender:		By its investment advisor, MJX Asset
		Management LLC
		By	/s/ KENNETH OSTMANN
		Name:	Kenneth Ostmann
		Title:	Director

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
		Venture III CDO, Limited
Name of Lender:		By its investment advisor, MJX Asset
		Management LLC
		By	/s/ KENNETH OSTMANN
		Name:	Kenneth Ostmann
		Title:	Director

	SIGNATURE PAGE TO AMENDMENT AGREEMENT DATED AS OF FEBRUARY 17, 2004, TO THE AMERIPATH, INC. CREDIT AGREEMENT
Name of Lender:		Wachovia Bank, National Association
		By	/s/ JEANETTE A. GRIFFIN
			Name:	Jeanette A. Griffin
			Title:	Director

SCHEDULE I TO

AMENDMENT AGREEMENT

Converted Subsidiary Guarantors

Converted Subsidiary Guarantor	Predecessor Corporation
AmeriPath New York, LLC	AmeriPath New York, Inc.
Diagnostics Pathology Management Services, LLC	Diagnostics Pathology Management Services, Inc.
O’Quinn Medical Pathology Association, LLC	O’Quinn Medical Pathology Association, Inc.

SCHEDULE II TO

AMENDMENT AGREEMENT

New Subsidiaries

New Subsidiary	Jurisdiction of Organization
AmeriPath Florida, LLC	Delaware
AmeriPath Pennsylvania, LLC	Pennsylvania
AmeriPath Wisconsin, LLC	Wisconsin
Regional Pathology Consultants, LLC	Utah

EX-10.4

Exhibit 10.4

EXHIBIT A TO AMERIPATH
AMENDMENT AGREEMENT
DATED FEBRUARY 17, 2004

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of February 17, 2004,

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

TABLE OF CONTENTS

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SECTION 9.07. Applicable Law
SECTION 9.08. Waivers; Amendment
SECTION 9.09. Interest Rate Limitation
SECTION 9.10. Entire Agreement
SECTION 9.11. Waiver of Jury Trial
SECTION 9.12. Severability
SECTION 9.13. [Intentionally Omitted]
SECTION 9.14. Headings
SECTION 9.15. Jurisdiction; Consent to Service of Process
SECTION 9.16. Confidentiality
SECTION 9.17. Release of Contingent Note Reserve
SECTION 9.18. Effect of Restatement
SECTION 9.19. U.S.A. Patriot Act Notice
Schedules
Schedule 1.01(a)	Subsidiary Guarantors
Schedule 1.01(b)	Contingent Notes
Schedule 2.01	Lenders and Commitments
Schedule 3.01(a)	Organization
Schedule 3.02	Authorization
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 the Restatement Date
Schedule 6.01(o)	Certain Outstanding Indebtedness on the Restatement Date
Schedule 6.02	Liens Existing on the Restatement 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	Guarantee and Collateral Agreement

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EXHIBIT E	Perfection Certificate
EXHIBIT F-1	Form of Opinion of Ropes & Gray LLP
EXHIBIT F-2	Form of Local Counsel Opinion
EXHIBIT G	Form of Subordination Provisions

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 17, 2004, (this “Agreement”) 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.

The Borrower, Holdings, the Administrative Agent, the Collateral Agent and certain lenders party thereto (the “Existing Lenders”) previously entered into that certain Credit Agreement dated as of March 27, 2003 (as amended prior to the date hereof, the “Existing Credit Agreement”), under which (a) the Existing Lenders extended credit or agreed to extend credit to the Borrower in the form of (i) term loans on the Closing Date (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), in an aggregate principal amount of $225,000,000 (of which $213,312,500 aggregate principal amount (the “Existing Term Loans”) is outstanding immediately prior to the Restatement Date), and (ii) 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, (b) the Swingline Lender agreed 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, and (c) the Issuing Bank agreed 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 Borrower has requested that the Term Lenders agree to make Term Loans to the Borrower on the Restatement Date, in an aggregate principal amount of $125,000,000, subject to the terms and conditions set forth herein, the proceeds of which will be used by the Borrower and Holdings, together with cash on hand and the net proceeds of the Additional Subordinated Notes, solely (a) to prepay the Existing Term Loans, together with accrued and unpaid interest thereon, and (b) to pay fees and expenses incurred in connection with the Transactions in an aggregate amount not to exceed $5,000,000.

The Term Lenders are willing to make the Term Loans to the Borrower for the purposes set forth above on the terms and subject to the conditions set forth herein.

The Borrower, Holdings, the Requisite Lenders (as defined in the Amendment Agreement) and the Term Lenders desire to amend and restate the Existing Credit Agreement in the form hereof to, among other things, set forth the terms and conditions under which the Term Lenders will make the Term Loans to the Borrower, to permit the Transactions and to make certain other amendments thereto.

The amendment and restatement of the Existing Credit Agreement evidenced by this Agreement shall become effective as provided in the Amendment Agreement.

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).

“Additional Subordinated Notes” shall mean $75,000,000 aggregate principal amount of Subordinated Notes issued on the Restatement Date.

“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).

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“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 5% or more of any class of Equity Interests of the person specified or (ii) any person that is an executive 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.

“Agreement” shall have the meaning assigned to such term in the preamble.

“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 ½ 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.

“Amendment Agreement” shall mean the Amendment Agreement dated as of February 17, 2004, effecting, among other things, the amendment and restatement of the Existing Credit Agreement.

“Applicable Percentage” shall mean, for any day, with respect to any Eurodollar Loan or ABR Loan, as the case may be, the applicable percentage set forth below under the caption “Eurodollar Spread—Term Loans”, “ABR Spread—Term Loans”, “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:

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Leverage Ratio	Eurodollar Spread — Term Loans		ABR Spread — Term Loans		Eurodollar Spread — Revolving Loans		ABR Spread — Revolving Loans
Category 1 Greater than 5.35 to 1.00	3.25	%	2.25	%	3.50	%	2.50	%
Category 2 Greater than 4.25 to 1.00, but less than or equal to 5.35 to 1.00	3.00	%	2.00	%	3.50	%	2.50	%
Category 3 Greater than 4.00 to 1.00, but less than or equal to 4.25 to 1.00	2.75	%	1.75	%	3.50	%	2.50	%
Category 4 Greater than 3.50 to 1.00, but less than or equal to 4.00 to 1.00	2.75	%	1.75	%	3.25	%	2.25	%
Category 5 Greater than 3.00 to 1.00, but less than or equal to 3.50 to 1.00	2.75	%	1.75	%	3.00	%	2.00	%
Category 6 Less than or equal to 3.00 to 1.00	2.75	%	1.75	%	2.75	%	1.75	%

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

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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(b) and Section 5.04(e), respectively, for the period ended June 30, 2004, the Leverage Ratio shall be deemed to be not less than 4.26 to 1.00 for purposes of determining the Applicable Percentage with respect to any Term Loan. 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 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.

“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.

“Borrowing 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

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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”.

“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;

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(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 Closing Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date 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 Closing Date.

“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).

“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 Original Transactions that are paid or otherwise accounted for within 90 days of the consummation of the Original 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.  Solely for purposes of determining the amount of

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Consolidated EBITDA to be used in the calculation of the Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio and the Senior Leverage Ratio as of or for any period ended on or prior to March 31, 2005, (A) there shall also be added to Consolidated Net Income for such period (without duplication and to the extent deducted in determining Consolidated Net Income for such period) severance expenses (not to exceed $1,400,000 in the aggregate) in respect of the termination of employment of James C. New and (B) there shall not be deducted from Consolidated EBITDA for any period any cash payments made on account of reserves for such severance expenses established in a previous period.

“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 December 31, 2003, Consolidated Fixed Charges shall be deemed to be the Consolidated Fixed Charges for the three consecutive fiscal quarters ended December 31, 2003, multiplied by 4/3.

“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 December 31, 2003, Consolidated Interest Expense shall be deemed to be the Consolidated Interest Expense for the three consecutive fiscal quarters ended December 31, 2003, multiplied by 4/3.

“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,

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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 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 Closing Date 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.

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“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.

“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 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, (d) any sale or issuance of Equity Interests of Holdings to (i) any Permitted Investor or (ii) one or more other financial sponsors reasonably acceptable to the Administrative Agent and (e) 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

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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.

“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 401(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, 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 (x) mandatory prepayments of Loans under Section 2.13 and (y) Voluntary Prepayments) 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

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connection with a refinancing of all or any portion of such Indebtedness, (v) additions to non-cash 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(e), 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 have the meaning assigned to such term in the preliminary statement.

“Existing Subordinated Notes” shall mean the Subordinated Notes issued on the Closing Date, in an initial aggregate outstanding principal amount of $275,000,000.

“Existing Term Loans” shall have the meaning assigned to such term in the preliminary statement.

“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.

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“Financial Officer” of any person shall mean the chief financial officer, principal accounting officer, Treasurer or Controller of such person.

“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 December 31, 2003, Cash Taxes shall be deemed to be the Cash Taxes for the three consecutive fiscal quarters ended December 31, 2003, multiplied by 4/3.

“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

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enable the primary obligor to pay such Indebtedness or other obligation; provided, however, that 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, dated as of the Closing Date, among the Borrower, Holdings, the Subsidiaries party thereto and the Collateral Agent, a copy of which is attached as Exhibit D.

“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 Documents” shall mean all instruments, agreements and other documents evidencing or governing the common equity contribution made by the Permitted Investors to Holdings and by Holdings to the Borrower on the Closing Date or providing for any other right in respect thereof.

“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.

“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.

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“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) 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

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(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 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.

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“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 the Amendment Agreement, 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.

“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

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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 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

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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.

“Net Leverage Ratio” shall mean, on any date, the ratio of (a) the sum, without duplication, of (i) Net 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.

“Net Senior Debt” shall mean, at any time, the Total Debt at such time less, the sum of (a) to the extent included therein, the amount of any such Indebtedness that is subordinated to the Obligations pursuant to subordination provisions no less favorable to the Lenders than those contained in the Subordinated Note Documents and (b) the Unrestricted Cash at such time.

“Net Total Debt” shall mean, at any time, Total Debt at such time less the Unrestricted Cash at such time.

“Obligations” shall mean all obligations defined as “Obligations” in the Guarantee and Collateral Agreement and the other Security Documents.

“Original Transactions” shall have the meaning assigned to the term “Transactions” in the Existing Credit Agreement.

“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 delivered by the Borrower on the Restatement Date, a copy of which is attached as Exhibit E.

“Permitted Acquisition” shall have the meaning assigned to such term in Section 6.04(g).

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“Permitted Investments” shall mean:

(f) 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 obligations held in the Contingent Note Reserve, maturing within three years from the date of acquisition thereof;

(g) investments in commercial paper maturing within 270 days 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.;

(h) 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;

(i) 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;

(j) 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

(k) 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

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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.

“Prime Rate” 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 lesser of (a) $10,000,000 and (b) 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 6.11, 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).

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“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.

“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:

(l) 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

(m) 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

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(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.

“Restatement Date” shall mean February 17, 2004.

“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.

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“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.

“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.

“Senior Leverage Ratio” shall mean, on any date, the ratio of (a) Net Senior Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.

“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 10½% Senior Subordinated Notes due 2013.

“Subordinated Note Documents” shall mean the indenture dated as of March 27, 2003, among Holdings, the Borrower, the guarantors party thereto and U.S. Bank National Association, as trustee, as amended, supplemented or modified from time to time, under which the Subordinated Notes are issued and all other instruments, agreements and other documents

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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).

“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)

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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 withholdings imposed by any Governmental Authority.

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Lenders” shall mean those Lenders that have a Term Loan Commitment or an outstanding Term Loan.

“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, the transactions to occur on the Restatement Date, including (a) the execution and delivery of the Amendment Agreement, (b) the borrowing of the Term Loans hereunder, (c) the issuance of the Additional Subordinated Notes, (d) the prepayment of the Existing Term Loans, together with accrued interest thereon, and (e) the payment of all related fees and expenses.

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“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.

“Unrestricted Cash” shall mean all cash and Permitted Investments held by the Borrower or a Subsidiary Guarantor that (a) is not Restricted Cash and (b) is not subject to any Lien (other than a Lien in favor of the Secured Parties created hereunder or under the Security Documents or customary setoff rights and Liens in favor of a deposit account bank, custodian or securities intermediary); provided, however, that for purposes of the definitions of the terms “Net Senior Debt” and “Net Total Debt”, Unrestricted Cash at any time shall be limited to the amount thereof, if any, in excess of $10,000,000 and less than $30,000,000.

“Voluntary Prepayment” shall mean a prepayment of principal of Term Loans pursuant to Section 2.12 in any year to the extent that such prepayment reduces the scheduled installments of principal due in respect of Term Loans as set forth in Section 2.11(a) in any subsequent year.

“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, 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 I 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

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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 Senior Leverage Ratio, the Net 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”).

SECTION 1.05. Bank Indebtedness.  The Loans and other Obligations under the Loan Documents collectively constitute “Bank Indebtedness”, and this Agreement and the other Loan Documents collectively constitute the “Credit Agreement”, for all purposes of the Subordinated Note Documents.  The Loans and other Obligations under the Loan Documents collectively shall constitute designated senior indebtedness in any indenture or other definitive documentation for any Additional Subordinated Debt.

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 Restatement 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.  Holdings, the Borrower and the Lenders acknowledge the making of Revolving Loans prior to the Restatement Date in accordance with the terms of the Existing Credit Agreement and agree that such Revolving Loans, if any, outstanding on the Restatement

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Date shall continue to be outstanding pursuant to the terms and conditions of this Agreement and the other Loan Documents.

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 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

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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 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

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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 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

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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 Closing Date or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit 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 Closing Date 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 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 0.125% per annum on the aggregate face amount of such Letter of Credit outstanding during the preceding

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quarter (or other period commencing on the Closing Date 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 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

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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 Restatement Date. The Revolving Credit Commitments, the Swingline Commitment and the L/C Commitment shall automatically terminate on the Revolving Credit Maturity Date.

(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.

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;

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(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 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 to 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

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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 2.11(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, 2004	$	312,500
September 30, 2004	$	312,500
December 31, 2004	$	312,500
March 31, 2005	$	312,500
June 30, 2005	$	312,500
September 30, 2005	$	312,500
December 31, 2005	$	312,500
March 31, 2006	$	312,500
June 30, 2006	$	312,500
September 30, 2006	$	312,500
December 31, 2006	$	312,500
March 31, 2007	$	312,500
June 30, 2007	$	312,500
September 30, 2007	$	312,500
December 31, 2007	$	312,500
March 31, 2008	$	312,500
June 30, 2008	$	312,500
September 30, 2008	$	312,500
December 31, 2008	$	312,500
March 31, 2009	$	312,500
June 30, 2009	$	29,687,500
September 30, 2009	$	29,687,500
December 31, 2009	$	29,687,500
Term Loan Maturity Date	$	29,687,500

(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.

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(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 in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans as set forth in Section 2.11(a).

(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.

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.

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(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, 2004, and (ii) the third Business Day following the date on which the financial statements with respect to such fiscal year 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 50% of Excess Cash Flow for the fiscal year then ended, less the aggregate amount of all Voluntary Prepayments made during such fiscal year.

(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); provided, however, that, if at the time of such issuance and after giving effect thereto (and to the proposed use of the proceeds thereof), the Net Leverage Ratio would be less than 5.25 to 1.00, then only 50% of such Net Cash Proceeds shall be required to be so applied.

(f) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied in chronological order to the remaining scheduled installments of principal due in respect of the Term Loans as set forth in Section 2.11(a).

(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

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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 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.

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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 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 an 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

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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 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

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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 2.21(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 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 indemnify 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

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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 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 (or, in the case of clause (iv) above, all of its

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interests, rights and obligation with respect to the Class of Loans or Commitments that is the subject of the related consent, amendment, waiver or other modification) 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), in each case with respect to the Loans or Commitments subject to such assignment; 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.

(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.

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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 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 confirmed 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.

(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,

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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.

(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

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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 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

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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.

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

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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 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.

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(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.

(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 Restatement 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

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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 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 for the failure of the Subsidiaries set forth on Schedule 3.01(a) to be in good standing on the Restatement Date,  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

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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.

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 as have been made or obtained and are in full force and effect.

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) the unaudited consolidated balance sheet and related statements of income, stockholders’ equity and cash flows as of and for each fiscal quarter subsequent to December  31, 2002 ended at least 45 days before the Restatement 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

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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 period of nine consecutive months ended September 30, 2003, 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 9-month period ending on such date.  Such pro forma financial statements have been prepared in good faith by the Borrower, based on certain assumptions (which assumptions are believed by the Borrower 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.

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 Restatement Date a list of all Subsidiaries and the percentage ownership interest of Holdings or the Borrower therein.  As of the Restatement 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).

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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 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

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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.

(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.

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SECTION 3.13. Use of Proceeds.    The Borrower (a) will use the proceeds of the Term Loans and will request the issuance of Letters of Credit only for the purposes specified in the preamble and (b) will use the proceeds of the Revolving Loans and the Swingline Loans only for general corporate purposes.

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.    No 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 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 Restatement Date.  As of such date, such insurance is in full force and effect and all

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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 is effective to 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) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) previously delivered to and in the possession of the Collateral Agent, the Guarantee and Collateral Agreement constitutes, or in the case of Pledged Collateral to be delivered to the Collateral Agent in the future, the Guarantee and Collateral Agreement will 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) together with the financing statements previously filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement constitutes 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) The Guarantee and Collateral Agreement currently on file with the United States Patent and Trademark Office and the United States Copyright Office, together with the financing statements previously filed in the offices specified on Schedule 3.19(b), constitutes 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 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 Closing Date).

SECTION 3.20. Location of Real Property and Leased Premises.  (a) On the Restatement Date, none of Holdings, the Borrower or any Subsidiary owns any real property.

(b) Schedule 3.20 lists completely and correctly as of the Restatement 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 Restatement 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

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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 Restatement 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 Restatement Date.

SECTION 3.23. Bank Indebtedness.    The Loans and other Obligations under the Loan Documents collectively constitute “Bank Indebtedness” under and as defined in the Subordinated Note Documents and “Senior Indebtedness” under and as defined in the Holdings Subordinated Note Documents, and will constitute designated 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 renumeration (including any kickback, bribe or rebate),

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directly or indirectly, overtly or covertly, in cash or in kind or offering to pay such renumeration (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 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.

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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. Restatement Date.    On the Restatement Date:

(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Issuing Bank, a written opinion of (i) Ropes & Gray LLP, counsel for Holdings and the Borrower, in substantially the form attached as Exhibit F-1, 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 Restatement 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 certificate, dated the Restatement Date and signed by the Secretary or Assistant Secretary of Holdings and the Borrower, certifying that (A) except as set forth on any schedule attached thereto, the certificate or articles of incorporation of Holdings, the Borrower and each other Loan Party previously delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (B) except as set forth on any schedule attached thereto, the by-laws of Holdings, the Borrower and each other Loan Party as in effect and delivered on the Closing Date (or such later date on which such person became a Loan Party) have not been amended since the date of such delivery, (C) attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or other equivalent governing body of Holdings, the Borrower and each other Loan Party authorizing the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and the other Loan Documents to which such person is a party, as applicable, 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, and (D) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in connection therewith on behalf of such Loan Party; (ii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above; and (iii) 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 Restatement Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.

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(e) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Restatement 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 be in full force and effect on the Restatement Date, and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create or continue in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on, and security interest in, the Collateral (subject to any Liens expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent.  The Pledged Collateral (as defined in the Guarantee and Collateral Agreement) shall be duly and validly pledged under the Guarantee and Collateral Agreement to the Collateral Agent for the benefit of the Secured Parties, and certificates representing such Pledged Collateral, accompanied by instruments of transfer and stock powers endorsed in blank, shall have been delivered to the Collateral Agent.

(g) The Amendment Agreement shall have become effective in accordance with its terms.

(h) The Borrower shall have received gross cash proceeds of not less than $75,000,000 from the issuance of the Additional Subordinated Notes.  The terms and conditions of the Additional Subordinated Notes (other than the pricing terms thereof) shall be identical in all material respects to the Existing Subordinated Notes.  The Administrative Agent shall have received copies of the Subordinated Note Documents executed in connection with the issuance of the Additional Subordinated Notes, certified by a Financial Officer of the Borrower as being complete and correct.

(i) 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) other Indebtedness permitted under Section 6.01.  Immediately after giving effect to the Transactions and the other transactions contemplated hereby, Holdings shall have no outstanding Indebtedness or preferred stock other than (a) its Guarantee of the Indebtedness outstanding under this Agreement and (b) the Holdings Subordinated Notes.

(j) 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.

(k) 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

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except for those third-party consents where the failure to so obtain such consents would not have a Material Adverse Effect.

(l) The Existing Term Loans, together with accrued interest thereon, shall have been repaid, or shall be repaid simultaneously with the initial Borrowing of the Term Loans hereunder.

(m) The Collateral Agent shall have received a certificate, dated the Restatement Date and signed by a Responsible Officer of the Borrower, certifying that, except as set forth on any schedule attached thereto, the information set forth on the Perfection Certificate is complete, correct and accurate as of the Restatement Date.

(n) The Lenders shall have received, to the extent requested, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S.A. Patriot Act.

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.

(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

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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 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.

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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 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;

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(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 Pro Forma 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 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;

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(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.  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

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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 or referred to in Section 3.13.

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 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

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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 Restatement Date 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;

(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

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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 in an aggregate principal amount not to exceed $350,000,000;

(j)  Indebtedness of Holdings in respect of the Holdings Subordinated Notes issued on the Closing Date in an aggregate principal amount of $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 acquired or assumed by the Borrower or any Subsidiary in connection with any Permitted Acquisitionthat 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(l) shall not at any time exceed $75,000,000;

(m)  Additional Subordinated Debt, the Net Cash Proceeds of which is used to prepay, in whole or in part, outstanding Term Loans to the extent required by and in accordance with Section 2.13(e), in an aggregate outstanding amount not at any time in excess of $225,000,000;

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(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 Restatement Date and set forth in Schedule 6.02; provided that such Liens shall secure only those obligations which they secure on the Restatement Date 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;

(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

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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.

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.

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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 Restatement Date 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;

(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;

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(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 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;

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(ix) any Indebtedness issued in connection with such acquisition shall be Additional Subordinated Debt or Additional Seller Notes;

(x) 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 50% 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

(xi) 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 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, loans and advances existing on the Restatement Date and set forth on Schedule 6.04;

(k) investments consisting of non-cash consideration received in connection with a sale of assets permitted by Section 6.05; and

(l) in addition to investments permitted by paragraphs (a) through (k) 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

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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;

(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 (ii) and (y) $2,500,000;

(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

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other compensation of employees) incurred by Holdings in 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 Pro Forma 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) 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; and

(vi) Holdings may repay the outstanding principal and accrued interest on the Holdings Subordinated Notes pursuant to Section 9.17.

(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, (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 Restatement Date and set forth on Schedule 6.06, (F) the foregoing shall not apply to restrictions pursuant to Indebtedness

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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 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

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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, 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
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, 2005, 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
December 31, 2003 through December 31, 2004	1.80 to 1.00
January 1, 2005 through December 31, 2005	1.90 to 1.00
January 1, 2006 through December 31, 2006	2.00 to 1.00
January 1, 2007 through December 31, 2007	2.25 to 1.00
Thereafter	2.50 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,

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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
December 31, 2003 through December 31, 2004	1.15 to 1.00
January 1, 2005 through December 31, 2005	1.20 to 1.00
Thereafter	1.30 to 1.00

SECTION 6.13. Maximum Senior Leverage Ratio.    Permit the Senior 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
Restatement Date through September 30, 2005	1.75 to 1.00
October 1, 2005 through September 30, 2006	1.60 to 1.00
Thereafter	1.50 to 1.00

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

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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;

(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

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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;

(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

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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 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

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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 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

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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 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

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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 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 as set forth in the Amendment Agreement.

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

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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).

(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

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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 and recordation fee referred to in paragraph (b) above (if applicable), 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

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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 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

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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 InsuranceWatch 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 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 LLP, 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 the Existing Credit Agreement, 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 property currently or formerly owned or operated by the Borrower or any of the Subsidiaries, or any Environmental Liability related in any way to the

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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 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.

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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.

(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.

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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 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

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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 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

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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. [Intentionally Omitted]

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

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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, 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

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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.

(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 Net Leverage Ratio as of the Release Date shall be greater than 4.00 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 Net Leverage Ratio as of the Release Date shall be less than or equal to 4.00 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.

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(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 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.

SECTION 9.18. Effect of Restatement.  This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Credit Agreement from and after the Restatement Date with respect to the transactions hereunder and with respect to the Loans and Letters of Credit outstanding under the Existing Credit Agreement as of the Restatement Date.  The parties hereto acknowledge and agree, however, that except to the extent contemplated hereby with respect to the borrowing of the Term Loans and prepayment of the Existing Term Loans, (i) this Agreement and all other Loan Documents executed and delivered herewith do not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Loan Documents as in effect prior to the Restatement Date, (ii) such Obligations are in all respects continuing with only the terms being modified as provided in this Agreement and the other Loan Documents, (iii) the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of such Obligations are in all respects continuing and in full force and effect with respect to all Obligations and (iv) all references in the other Loan Documents to the Credit Agreement shall be deemed to refer without further amendment to this Agreement.

SECTION 9.19. U.S.A. Patriot Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act.

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EX-10.6

Exhibit 10.6

EXECUTION COPY

SUPPLEMENT NO. 1 dated as of February 17, 2004, to the Guarantee and Collateral Agreement dated as of March 27, 2003 (the AGuarantee and Collateral Agreement@), among AMERIPATH, INC., a Delaware corporation (the ABorrower@), AMERIPATH HOLDINGS, INC., a Delaware corporation (AHoldings@), each subsidiary of the Borrower listed on Schedule I thereto (each such subsidiary individually a ASubsidiary Guarantor@ and collectively, the ASubsidiary Guarantors@; the Subsidiary Guarantors, Holdings and the Borrower are referred to collectively herein as the AGrantors@) and CREDIT SUISSE FIRST BOSTON (ACSFB@), as collateral agent (in such capacity, the ACollateral Agent@) for the Secured Parties (as defined herein).

A.  Reference is made to the Amended and Restated Credit Agreement dated as of the date hereof (the AAmended and Restated Credit Agreement@), among the Borrower, Holdings, the lenders from time to time party thereto (the ALenders@), and CSFB, as administrative agent for the Lenders (in such capacity, the AAdministrative Agent@).

B.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Amended and Restated Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.

C.  The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit.  Section 7.16 of the Guarantee and Collateral Agreement provides that additional Domestic Subsidiaries of the Loan Parties may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned Subsidiaries (each a “New Subsidiary”, and collectively, the ANew Subsidiaries@) are executing this Supplement in accordance with the requirements of the Amended and Restated Credit Agreement to become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Bank to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and each New Subsidiary agree as follows:

SECTION 1.  In accordance with Section 7.16 of the Guarantee and Collateral Agreement, each New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and each New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee

and Collateral Agreement applicable to it as a Grantor and a Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and a Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof.  In furtherance of the foregoing, each New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of such New Subsidiary.  Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include each New Subsidiary.  The Guarantee and Collateral Agreement is hereby incorporated herein by reference.

SECTION 2.  Each New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3.  This Supplement 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. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of each New Subsidiary and the Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4.  Each New Subsidiary hereby represents and warrants that (a) set forth on Schedule I hereto is a true and correct schedule of the location of any and all Collateral of such New Subsidiary, (b) set forth on Schedule II hereto is a true and correct schedule of all the Pledged Securities of such New Subsidiary, (c) set forth on Schedule III hereto is a true and correct schedule of all the Intellectual Property of such New Subsidiary and (d) set forth in the Perfection Certificate delivered by the Borrower on the Restatement Date, is the true and correct legal name of such New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5.  Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.

SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement 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 hereto 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 8.  All communications and notices hereunder shall be in writing and given as provided in Section 7.01 of the Guarantee and Collateral Agreement. All communications and notices hereunder to a New Subsidiary shall be given to it at the address set forth under its signature below.

SECTION 9.  Each New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, each New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.

AMERIPATH FLORIDA, LLC (a Delaware limited liability company)
AMERIPATH PENNSYLVANIA, LLC (a Pennsylvania limited liability company)
AMERIPATH WISCONSIN, LLC (a Wisconsin limited liability company)
By:				AmeriPath, Inc.,
				its Managing Member
By:			/s/ DAVID L. REDMOND
			Name: David L. Redmond
			Title: Executive Vice President and CFO
	REGIONAL PATHOLOGY CONSULTANTS, LLC (a Utah limited liability company)
	By:	Strigen, Inc.,
		its Managing Member
	By:	/s/ DAVID L. REDMOND
		Name: David L. Redmond
		Title: Vice President

CREDIT SUISSE FIRST BOSTON, as collateral agent
By:
	/s/ JOSEPH A. DIPIETRO
	Name: Joseph A. DiPietro
	Title: Director
By:
	/s/ RICHARD B. CAREY
	Name: Richard B. Carey
	Title: Managing Director

5

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 $75,000,000 principal amount of 10¹/2% Senior Subordinated Notes Due 2013 and to the inclusion of our report dated March 17, 2004, with respect to the consolidated financial statements of AmeriPath, Inc. included therein for the period from January 1, 2003 through March 27, 2003 and for the period from March 28, 2003 through December 31, 2003 and for the year ended December 31, 2002.

/s/ Ernst and Young LLP

West Palm Beach, FL
April 12, 2004

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Consent of Independent Auditors

EX-23.3

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, relating to the consolidated statements of income, stockholder's equity and cash flows for the year ended December 31, 2001 (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 instruments), appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the reference to us under the headings "Summary Historical Consolidated Financial Information," "Selected Historical Consolidated Financial Information" and "Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Miami, FL
April 14, 2004

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 in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918

(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 or organization)	(I.R.S. Employer Identification No.)

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)

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 3-15Items 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, 2003, 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.

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NOTE

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 2nd day of April, 2004.

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President
By:	/s/ Benjamin J. Krueger
	Benjamin J. Krueger
	Assistant Vice President

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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 2, 2004

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President
By:	/s/ Benjamin J. Krueger
	Benjamin J. Krueger
	Assistant Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2003

($000's)

	12/31/2003
Assets
Cash and Due From Depository Institutions	$	8,631,361
Federal Reserve Stock	0
Securities	42,963,396
Federal Funds	2,585,353
Loans & Lease Financing Receivables	114,718,888
Fixed Assets	1,911,662
Intangible Assets	10,254,736
Other Assets	8,093,654
Total Assets	$	189,159,050
Liabilities
Deposits	$	128,249,183
Fed Funds	5,098,404
Treasury Demand Notes	3,585,132
Trading Liabilities	213,447
Other Borrowed Money	21,664,023
Acceptances	123,996
Subordinated Notes and Debentures	5,953,524
Other Liabilities	5,173,011
Total Liabilities	$	170,060,720
Equity
Minority Interest in Subsidiaries	$	1,002,595
Common and Preferred Stock	18,200
Surplus	11,677,397
Undivided Profits	6,400,138
Total Equity Capital	$	19,098,330
Total Liabilities and Equity Capital	$	189,159,050

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 Prokosch
	Vice President
Date:  April 2, 2004

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EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

TO TENDER FOR EXCHANGE OF ANY AND ALL
OUTSTANDING 10.5% SENIOR SUBORDINATED NOTES DUE 2013

OF

AMERIPATH, INC.

PURSUANT TO THE PROSPECTUS DATED [              ], 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                ], 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION
(the "Exchange Agent")

BY HAND, MAIL OR OVERNIGHT DELIVERY:	BY FACSIMILE TRANSMISSION: (For Eligible Institutions Only)
U.S. Bank National Association 180 East 5th Street St. Paul, MN 55101 Attn: Specialized Finance Dept.	(651) 244-1537 Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRASMITTAL VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the prospectus dated [               ], 2004, of AmeriPath, Inc., a Delaware corporation ("AmeriPath" or the "Issuer"), which together with this letter of transmittal, constitute the Issuer's offer to exchange (the "Exchange Offer") $1,000 principal amount of its new 10.5% Senior Subordinated Notes due 2013 (the "Exchange Notes"), all of which have been registered under the Securities Act of 1933, as amended, for each $1,000 principal amount of its outstanding 10.5% Senior Subordinated Notes due 2013 (the "Old Notes").

        IF YOU DESIRE TO EXCHANGE YOUR OUTSTANDING 10.5% SENIOR SUBORDINATED NOTES DUE 2013 FOR AN EQUAL AGGREGATED PRINCIPAL AMOUNT OF NEW 10.5% SENIOR SUBORDINATED NOTES DUE 2013, YOU MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) YOUR OLD NOTES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.

        YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH BELOW CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

        This letter of transmittal is to be completed by holders of the Issuer's Old Notes either if certificates representing such notes are to be forwarded herewith or, unless an agent's message is utilized, tenders of such notes are to be made by book-entry transfer to an account maintained by the Exchange Agent at the Depository Trust Company ("DTC") pursuant to the procedures set forth in the prospectus under the heading "The Exchange Offer—Book Entry Transfer."

        The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

        Holders that are tendering by book-entry transfer to the Exchange Agent's account at DTC can execute the tender through the DTC Automated Tender Offer Program, for which the Exchange Offer is eligible. DTC participants that are tendering pursuant to the Exchange Offer must transmit their acceptance through the Automated Tender Offer Program to DTC, which will edit and verify the acceptance and send an agent's message to the Exchange Agent for its acceptance.

        In order to properly complete this letter of transmittal, a holder of Old Notes must

•

complete the box(es) entitled "Description of Old Notes,"



•

if appropriate, check and complete the boxes relating to guaranteed delivery, "Special Issuance Instructions" and "Special Delivery Instructions,"



•

sign this letter of transmittal and



•

complete the accompanying substitute Form W-9.

        If a holder desires to tender Old Notes pursuant to the Exchange Offer and (1) certificates representing such notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the Exchange Agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the Expiration Date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if the accompanying notice of guaranteed delivery is completed and the guaranteed delivery procedures described in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures" are followed. See Instruction 1 below.

        PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW.

        The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to the Exchange Agent, at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

2

        List below the Old Notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this letter of transmittal. Tender of Old Notes will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s)	Certificate Number(s)(1)	Aggregate Principal Amount Represented(2)	Principal Amount Tendered(2)
TOTAL PRINCIPAL AMOUNT OF NOTES TENDERED:

(1)

Need not be completed by holders delivering by book-entry transfer (see below)

(2)

Unless otherwise indicated in the column "Principal Amount Tendered" and subject to the terms and conditions of the Exchange Offer, the holder will be deemed to have tendered the entire aggregated principal amount represented by each note listed above and delivered to the Exchange Agent. See Instruction 4.

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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING THE BOXES BELOW

o CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

o
CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number with DTC:

Transaction Code Number:

o
CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE ACCOMPANYING NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder:

Window Ticket Number(s) (if any):

Date of Execution of the Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

If delivered by Book-Entry Transfer, complete the following:

Name of Tendering Institution:

Account Number with DTC:

Transaction Code Number:

o
CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED YOUR TENDERED OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

NOTE: PLEASE CONTINUE TO READ, SIGNATURES MUST BE PROVIDED BELOW

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Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of Old Notes described above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer and as trustee under the indenture relating to the Old Notes) with respect to such tendered notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (i) deliver certificates representing such tendered notes, or transfer ownership of such notes on the account books maintained by DTC, and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Issuer of such Old Notes for exchange pursuant to the Exchange Offer, (ii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer, and (3) present such Old Notes for transfer, and transfer such Old Notes, on the relevant security register.

        The undersigned hereby represents and warrants that the undersigned (1) owns the tendered Old Notes and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the Exchange Offer.

        The undersigned understands that tenders of the Old Notes pursuant to any one of the procedures described in the prospectus under the caption "The Exchange Offer—Procedures for Tendering" and in the instructions to this letter of transmittal will, upon the Issuer's acceptance of the Old Notes for exchange, constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions of the Exchange Offer.

        The Exchange Offer is subject to the conditions set forth in the prospectus under the caption "The Exchange Offer—conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the prospectus, the Issuer may not be required to exchange any of the Old Notes tendered by this letter of transmittal and, in such event, the Old Notes not exchanged will be returned to the undersigned at the address show below the signature of the undersigned.

        Unless a box under the heading "Special Issuance Instructions" is checked, by tendering Old Notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

          (i)  the undersigned or any beneficial owner of the Old Notes is acquiring the Exchange Notes in the ordinary course of business of the undersigned (or such other beneficial owner);

         (ii)  neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

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        (iii)  neither the undersigned nor any beneficial owner has an arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes;

        (iv)  neither the undersigned nor any beneficial owner is an "affiliate" of the Issuer or the guarantor within the meaning of Rule 405 under the Securities Act of 1933. Upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate;

         (v)  the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the "SEC") set forth in certain no-action letters;

        (vi)  the undersigned and each beneficial owner understands that a secondary resale transaction described in clause (v) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Old Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

       (vii)  the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

        If the undersigned is a broker-dealer that will receive offered Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such offered notes, however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer and Old Notes held for its own account were not acquired as a result of market-making or other trading activities, such Old Notes cannot be exchanged pursuant to the Exchange Offer.

        All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

        Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time on the Expiration Date or on such later date or time to which the Issuer may extend the Exchange Offer.

        Unless otherwise indicated herein under the box entitled "Special Issuance Instructions" below, Exchange Notes, and Old Notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, Exchange Notes, and Old Notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of Old Notes, the Exchange Agent will credit the account maintained by DTC with any Old Notes not tendered. The undersigned recognizes that the Issuer has no obligation pursuant to the "Special Issuance Instructions" to transfer any Old Notes from the name of the registered holder thereof if the Issuer does not accept for exchange any of the principal amount of such Old Notes so tendered.

        Accrued Interest on Exchange Notes and Old Notes The old notes bear interest from October 1, 2003. Interest payments on the notes are made April 1 and October 1 of each year. Accrued interest was initially paid on the old notes on April 1, 2004. Holders of old notes whose old notes are accepted for exchange will be deemed to have waived the right to receive any subsequent payment in respect of interest on such old notes and will instead receive interest payable on the exchange notes issued in the exchange. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefore. The first interest payment on the exchange notes is expected to be October 1, 2004.

6

PLEASE SIGN HERE
(To be Completed by All Tendering Holders of Old Notes)

        This letter of transmittal must be signed by the registered holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the Old Notes to comply with the restrictions on transfer applicable to the Old Notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "capacity" and submit evidence satisfactory to the Exchange Agent of such person's authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the Old Notes, then the registered holder(s) must sign a valid power of attorney.

X

X

Signature(s) of Holder(s) or Authorized Signatory

Dated:
, 2004

Name(s):

(Please Print)

Capacity:

Address:

(Include Zip Code)

Area Code and Telephone Number:

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED—SEE INSTRUCTIONS 2 AND 5 BELOW)

Certain Signatures Must be Guaranteed by a Signature Guarantor

Name of Signature Guarantor Guaranteeing Signatures:

Address of Firm:
(Include Zip Code)

Area Code and Telephone Number of Firm:

Authorized Signature:

Printed Name:

Title:

Dated:
, 2004

7

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)

        To be completed ONLY if (i) certificates for Old Notes in a principal amount not tendered are to be issued in the name of, or the Exchange Notes issued pursuant to the Exchange Offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the boxes entitled "Description of Old Notes" within this letter of transmittal, (ii) Old Notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above, or (iii) Exchange Notes issued pursuant to the Exchange Offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

o    Exchange Notes, to:

o    Old Notes, to:

Name(s):

Address:

(Include Zip Code)

Telephone Number:

Tax Identification or Social Security Number:

DTC Account Number:

8

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 THROUGH 7)

        To be completed ONLY if certificates for Old Notes in a principal amount not tendered, or Exchange Notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the boxes entitled "Description of Old Notes" within this letter of transmittal.

Deliver:

o    Exchange Notes, to:

o    Old Notes, to:

Name(s):

Address:

(Include Zip Code)

Telephone Number:

Tax Identification or Social Security Number:

Is this a permanent address change? (check one box)

        o Yes        o No

9

INSTRUCTIONS TO LETTER OF TRANSMITTAL
(FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER)

        1.    DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.    This letter of transmittal is to be completed by holders of Old Notes if certificates representing such notes are to be forwarded herewith, or, unless an agent's message is utilized, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under "The Exchange Offer—Procedures for Tendering." For a holder to properly tender Old Notes pursuant to the Exchange Offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent's message in the case of a book-entry transfer, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date, and either (1) certificates representing such notes must be received by the Exchange Agent at its address, or (2) such notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under "The Exchange Offer—Book-Entry Transfer" and a book-entry confirmation must be received by the Exchange Agent on or prior to the Expiration Date. A holder who desires to tender Old Notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT COURIER OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY OLD NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO THE ISSUER.

        If a holder desires to tender Old Notes pursuant to the Exchange Offer and (1) certificates representing such notes are not immediately available, (2) time will not permit such holder's letter of transmittal, certificates representing such notes or other required documents to reach the Exchange Agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the Expiration Date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if the guaranteed delivery procedures set forth in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures" are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Issuer herewith, or an agent's message with respect to a guaranteed delivery that is accepted by the Issuer, must be received by the Exchange Agent on or prior to the expiration date, and (3) the certificates for the tendered Old Notes, in proper form for transfer (or a book-entry confirmation of such notes into the Exchange Agent's account at DTC as described in the prospectus) together with this letter of transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any required signature guarantees and any other documents required by this letter of transmittal, or a properly transmitted agent's message, must be received by the Exchange Agent within three New York Stock Exchange, Inc. trading days after the execution of the notice of guaranteed delivery.

10

        The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a notice of guaranteed delivery prior to the Expiration Date. As used herein and in the prospectus, "eligible guarantor institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

        2.    GUARANTEE OF SIGNATURES.    Signatures on this letter of transmittal must be guaranteed by a member of or participant in the Securities Transfer Agents Medallion Program (STAMP), the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program (SEMP) or by an eligible guarantor institution unless the Old Notes tendered hereby are tendered (1) by a registered holder of notes (or a participant in DTC whose name appears on a security position listing as the owner of such notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions," on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the notes are registered in the name of a person other than the signer of the letter of transmittal or if Old Notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if Old Notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered Old Notes must be guaranteed as described above. Beneficial owners whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender notes. See "The Exchange Offer—Procedures for Tendering" in the prospectus.

        3.    WITHDRAWAL OF TENDERS.    Except as otherwise provided in the prospectus, a tender of Old Notes may be withdrawn at any time prior to the Expiration Date. For a withdrawal of tendered Old Notes to be effective, a written, telephonic or facsimile transmission notice of withdrawal must be received by the Exchange Agent on or prior to the Expiration Date at its address set forth on the cover of this letter of transmittal. Any such notice of withdrawal must (1) specify the name of the person who tendered the Old Notes to be withdrawn, (2) identify the Old Notes to be withdrawn, including the certificate number or numbers shown on the particular certificates evidencing such notes, (unless such notes were tendered by book-entry transfer), the aggregate principal amount represented by such notes and the name of the registered holder of such notes, if different from that of the person who tendered such notes, (3) be signed by the holder of such notes in the same manner as the original signature on the letter of transmittal by which such notes were tendered (including any required signature guarantees), or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the Old Notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the notes were tendered by book-entry transfer), and (4) specify the name in which any such notes are to be registered, if different from that of the registered holder. If the Old Notes were tendered pursuant to the procedures for book-entry transfer set forth in the prospectus under the caption "The Exchange Offer—Procedures for Tendering," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and must otherwise comply with the procedures of DTC. If the Old Notes to be withdrawn have been delivered or otherwise identified to the Exchange Agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected.

11

        Any permitted withdrawal of Old Notes may not be rescinded. Any Old Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. However, properly withdrawn notes may be retendered by following one of the procedures described in the prospectus under the caption "The Exchange Offer—Procedures for Tendering" at any time prior to the Expiration Date.

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in its sole discretion, which determination shall be final and binding on all parties. Neither the Issuer, any affiliates of the Issuer, the Exchange Agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

        4.    PARTIAL TENDERS.    Tenders of Old Notes pursuant to the Exchange Offer will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000. If less than the entire principle amount of any Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount tendered in the last column of the box entitled "Description of Old Notes." The entire principle amount represented by the certificates for all Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Old Notes held by the holder is not tendered, new certificates for the principal amount of Old Notes not tendered and Exchange Notes issued in exchange for any notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the Expiration Date.

        5.    SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.    If this letter of transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alternation, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the Old Notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of such notes.

        If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

        If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

        If this letter of transmittal is signed by the holder, and the certificates for any principal amount of Old Notes not tendered are to be issued (or if any principal amount of notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and Exchange Notes exchanged for Old Notes in connection with the Exchange Offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered Old Notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for Old Notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such Old Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Old Notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuers or the

12

trustee for the original notes may require in accordance with the restrictions on transfer applicable to the Old Notes. See Instruction 2.

        Endorsements on certificates for Old Notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

        If this letter of transmittal or any certificates representing notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Exchange Agent, in its sole discretion, of their authority to so act must be submitted with this letter of transmittal.

        6.    SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.    Tendering holders should indicate in the applicable box or boxes the name and address to which Old Notes for principal amounts not tendered or Exchange Notes exchanged for Old Notes in connection with the Exchange Offer are to be issued or sent, if different from the name and address of the holders signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no instructions are given, Old Notes not tendered will be returned to the registered holder of the Old Notes tendered. For holders of Old Notes tendered by book-entry transfer, the Old Notes not tendered will be returned by crediting the account at DTC designated above.

        7.    TAXPAYER INDENTIFCATION NUMBER AND SUBSTITUE FORM W-9.    Federal income tax law generally requires that each tendering holder is required to provide the Exchange Agent with its correct taxpayer identification number, which, in the case of a holder who is an individual, is his or her social security number. If the Exchange Agent is not provided with the correct taxpayer identification number or an adequate basis for an exemption, the holder may be subject to backup withholding in an amount equal to up to 30% of the reportable payments made with respect to the notes and a $50 penalty imposed by the Internal Revenue Service. If withholding results in an over-payment of taxes, a refund may be obtained. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the accompanying "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions.

        To prevent backup withholding, each holder tendering Old Notes must provide such holder's correct taxpayer identification number by completing the substitute Form W-9 set forth herein, certifying that the taxpayer identification number provided is correct (or that such holder is awaiting a taxpayer identification number), and that (i) such holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding and that such holder is a U.S. person. Holders awaiting a taxpayer identification number may be subject to backup withholding until a taxpayer identification number is provided.

        If the holder tendering Old Notes does not have a taxpayer identification number, such holder should consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for instructions on applying for a taxpayer identification number, check the "Awaiting TIN" box on part 3 of the substitute Form W-9, and sign and date the substitute Form W-9 and the certification of awaiting taxpayer identification number set forth herein.

13

        If the Old Notes are registered in more than one name or are not in the name of the actual owner, consult the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for information on which taxpayer identification number to report.

        Exempt holders tendering Old Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder tendering Old Notes must enter its correct taxpayer identification number in Part I of the substitute Form W-9 and sign and date the form. See the "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, such person must submit a completed Form W-8, "Certificate of Foreign Status," signed under penalty of perjury attesting to such exempt status. Such form may be obtained from the Exchange Agent.

        The Issuer reserves the right in its sole discretion to take whatever steps are necessary to comply with its obligation regarding backup withholding.

        8.    TRANSFER TAXES.    The Issuer will pay all transfer taxes, if any, required to be paid by the Issuer in connection with the exchange of Old Notes pursuant to the Exchange Offer. If, however, Exchange Notes, or Old Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the Old Notes pursuant to the Exchange Offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemptions therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

        9.    MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.    If any certificate representing Old Notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the Exchange Agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificated have been followed.

        10.    IRREGULARITIES.    All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of any tender of Old Notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuer, in its sole discretion, which determination shall be final and binding on all parties. The Issuer reserves the absolute right, in its sole and absolute discretion, to reject any or all tenders of any Old Notes determined by them not to be in proper form or the acceptance of which may, in the opinion of counsel for the Issuer, be unlawful. The Issuer also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the Exchange Offer or to waive any defect or irregularity in the tender of any particular Old Notes, whether or not similar defects or irregularities are waived in the case of other tenders. The Issuer's interpretations of the terms and conditions of the Exchange Offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Issuer shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of Old Notes shall 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 such holders have otherwise provided herein, promptly following the Expiration Date. Neither the Issuer, any of its affiliates, the Exchange

14

Agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

        11.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the Exchange Agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

15

PAYOR'S NAME: U.S. Bank National Association

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) or      Employer Identification Number(s)
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)	Part 2—CERTIFICATIONS—Under Penalties of Perjury, I certify that:   (1)    The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued for me),    (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and    (3)    I am a U.S. person (including a U.S. resident alien).   CERTIFICATION INSTRUCTION—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.

Part 3—AWAITING TIN

Name:

Address: (Include Zip Code)

Signature:

Date:

NOTE:
FAILURE TO PROPERLY COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY IMPOSED BY THE INTERNAL REVENUE SERVICE AND BACKUP WITHHOLDING OF 30% OF ANY REPORTABLE PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (2) I intend to mail or deliver such an application in the near future. I understand that until I provide a Taxpayer Identification Number to the payer, 30% of all reportable payments made to me thereafter by the payer may be withheld and remitted to the IRS as backup withholding.

Signature: Date:

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LETTER OF TRANSMITTAL

EX-99.2

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Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

TO TENDER FOR EXCHANGE OF ANY AND ALL
OUTSTANDING 10.5% SENIOR SUBORDINATED NOTES DUE 2013
OF

AMERIPATH, INC.

PURSUANT TO THE PROSPECTUS DATED [              ], 2004

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                ], 2004, UNLESS EXTENDED ("THE EXPIRATION DATE")

The Exchange Agent for the Exchange Offer is:

U.S. BANK NATIONAL ASSOCIATION
(the "Exchange Agent")

BY HAND, MAIL OR OVERNIGHT DELIVERY:	BY FACSIMILE TRANSMISSION: (For Eligible Institutions Only)
U.S. Bank National Association 180 East 5th Street St. Paul, MN 55101 Attn: Specialized Finance Dept.	(651) 244-1537 Confirm by Telephone: (800) 934-6802

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        As set forth in the prospectus, dated [               ], 2004, of AmeriPath Inc., a Delaware corporation ("AmeriPath" or the "Issuer"), under the "The Exchange Offer—Guaranteed Delivery Procedures" and in the accompanying letter of transmittal and instructions thereto, this form or one substantially equivalent hereto or an agent's message relating to guaranteed delivery must be used to accept the Issuer's offer to exchange (the "Exchange Offer") $1,000 principal amount of its new 10.5% Senior Subordinated Notes due 2013 (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended, for each $1,000 principal amount of its outstanding 10.5% Senior Subordinated Notes due 2013 (the "Old Notes"), if certificates representing such Old Notes are not immediately available, time will not permit the letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent, or the procedures for book-entry transfer (including a properly transmitted agent's message with respect thereto) cannot be completed, on or prior to the expiration date.

        This form is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by a signature guarantor under the instructions thereto, such signature guarantee must appear in the applicable space provided in the letter of transmittal.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Issuer with respect to the Old Notes tendered pursuant to the Exchange Offer.

        The undersigned understands that tender of the Old Notes will be accepted only in principal amount equal to $1,000 or integral multiples thereof. The undersigned also understands that tenders of the Old Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. For a withdrawal of a tender of Old Notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under "The Exchange Offer—Withdrawal Rights."

        The undersigned understands that the exchange of any Exchange Notes for Old Notes will be made only after timely receipt by the Exchange Agent of (i) the certificates of the tendered Old Notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the Exchange Agent's account at The Depository Trust Company), and (ii) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent's message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

        All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representative of the undersigned.

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PLEASE SIGN AND COMPLETE
X _____________________________________________________________________________	Date: __________________________________________________________________________________
X _____________________________________________________________________________	Address: ______________________________________________________________________
(Signature(s) of Registered Holder(s) or Authorized Signatory)
	Area Code and Telephone No: ____________________________________________________
Name(s) of Registered Holder(s):
Principal Amount of Old Notes Tendered(1):	If Old Notes will be delivered by book-entry transfer, provide information below:
	Name of Tendering Institution: _________________________________________________________
Certificates No.(s) of Old Notes (if available):	Name of Depository Account No. with DTC: _______________________________________________
	Transaction Code Number: _______________________________________________________________
(1)    Must be in denominations of $1,000 and any integral multiple thereof.

        DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT'S MESSAGE.

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        This guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for Old Notes or on a security position listing as the owner of Old Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administration, guardian, attorney-in-fact, officer of other person acting in a fiduciary or representative capacity, such person must provide the following information:

PLEASE PRINT NAME(S) AND ADDRESS(S)

Name(s): 

Capacity: 

Address(es): 

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THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE

(Not to be Used for Signature Guarantee)

        The undersigned, a member firm of a registered national exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or a correspondent in the United States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the Old Notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures"), and that the Exchange Agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the exchange agent's account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent's message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.

        The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent's message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in financial loss to such eligible guarantor institution.

Name of Firm:                                                                                                                                                      

Authorized Signature:                                                                                                                                          

Title:                                                                                                                                                                     

Address:                                                                                                                                                               

Area Code and Telephone Number:                                                                                                                    

Dated:                                                          , 2004

        DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

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INSTRUCTIONS

        1.     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.    A properly completed and duly executed copy of this notice of guaranteed delivery and any other documents required by this notice of guaranteed delivery must be received by the Exchange Agent at one of its addresses set forth on the cover hereof prior to the Expiration Date. The method of delivery of this notice of guaranteed delivery and all other required documents to the Exchange Agent is at the election and risk of the holder but, except as otherwise provided below, the delivery will be deemed made only when actually received by the Exchange Agent. Instead of delivery by mail, it is recommended that holders use an overnight or hand delivery service, properly insured. If such delivery is by mail, it is recommended that the holder use properly insured, registered mail with return receipt requested. For a full description of the guaranteed delivery procedures, see the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." In all cases, sufficient time should be allowed to assure timely delivery. No notice of guaranteed delivery should be sent to the Issuer.

        2.     SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF SIGNATURES.    If this notice of guaranteed delivery is signed by the registered holder(s) of the Old Notes referred to herein, the signature must correspond exactly with the name(s) as written on the face of the Old Notes without alteration, enlargement or any change whatsoever. If this notice of guaranteed delivery is signed by a participant in DTC whose name is shown as the owner of the Old Notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the Old Notes.

        If this notice of guaranteed delivery is signed by a person other than the registered holder(s) of any Old Notes listed, the registered holder must either properly endorse the certificates for notes tendered or transmit a separate properly completed bond power with this notice of guaranteed delivery (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuers or the trustee for the original notes may require in accordance with the restrictions on transfer applicable to the Old Notes.

        If this notice of guaranteed delivery or any certificates representing notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Exchange Agent, in its sole discretion, of their authority to so act must be submitted with this letter of transmittal.

        3.     REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the Exchange Offer or the procedure for consenting and tendering as well as requests for assistance or for additional copies of the prospectus, the letter of transmittal and this notice of guaranteed delivery, may be directed to the Exchange Agent at the address set forth on the cover hereof or to your broker, dealer, commercial bank, trust company or other nominee.

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INSTRUCTIONS