EMPLOYMENT AGREEMENT



     This Employment Agreement ("AGREEMENT") is made and entered into on this

9th day of April, 2001, effective as of April 1, 2001 by and between AMERIPATH,

INC., a Delaware corporation (the "COMPANY"), and STEPHEN V. FULLER

(hereinafter, the "EXECUTIVE").



                                 R E C I T A L S



     A.   The Executive is currently employed by the Company as its Senior Vice

President, Human Resources pursuant to a letter agreement dated October 29, 1996

and a letter agreement dated October 14, 1998, each as amended by Personnel

Action Notices dated June 28, 1999 and July 21, 2000 (collectively, the "PRIOR

EMPLOYMENT AGREEMENT").



     B.   The Company and the Executive now wish to enter into this new

Agreement, which is intended to supercede and replace the Prior Employment

Agreement in its entirety, to reflect the Executive's position and duties, his

compensation, and other terms and conditions of his employment as Senior Vice

President, Human Resources of the Company. Upon execution of this Agreement by

both the Executive and the Company, the Prior Employment Agreement shall

terminate and no longer have any force and effect.



                                    AGREEMENT



     NOW, THEREFORE, in consideration of the promises and mutual covenants set

forth herein and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the Executive and the Company

agree as follows:



     1.   RECITALS. The foregoing recitals are true and correct and are

incorporated herein by this reference.



     2.   EMPLOYMENT.



          2.1   EMPLOYMENT AND TERM. During the Term of Employment, the Company

hereby agrees to employ the Executive and the Executive hereby agrees to serve

the Company on the terms and conditions set forth herein.



          2.2   DUTIES OF EXECUTIVE. During the Term of Employment, the

Executive shall serve as the Senior Vice President, Human Resources of the

Company, shall faithfully and diligently perform all services as may be assigned

to him by the Company, and shall exercise such power and authority as may from

time to time be delegated to him. The Executive shall devote his full time and

attention to the business and affairs of the Company, render such services to

the best of his ability, and use his reasonable best efforts to promote the

interests of the Company. The Executive shall comply with the Company's

employment policies and practices generally applicable to its officers and

employees including, without limitation, insider trading and confidentiality

policies. Notwithstanding the foregoing or any other provision of this



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Agreement, it shall not be a breach or violation of this Agreement for the

Executive to (i) serve on corporate, civic or charitable boards or committees,

(ii) deliver lectures, fulfill speaking engagements or teach at educational

institutions, or (iii) manage personal investments, so long as such activities

do not interfere with or detract from the performance of the Executive's

responsibilities to the Company in accordance with this Agreement.



     3.   TERM OF EMPLOYMENT. The term of employment under this Agreement, and

the employment of the Executive hereunder (the "TERM OF EMPLOYMENT"), shall

commence upon execution of this Agreement by both the Executive and the Company

and shall terminate upon the date on which the employment of the Executive is

terminated pursuant to and in accordance with Section 6 hereof (the "EXPIRATION

DATE").



     4.   COMPENSATION.



          4.1   BASE SALARY. The Executive shall receive a base salary at the

annual rate of $190,000 (the "BASE SALARY") during the Term of Employment, with

such Base Salary payable in installments consistent with the Company's normal

payroll schedule, subject to applicable withholding and other taxes. The Base

Salary shall be reviewed at least annually.



          4.2   BONUSES.



                a.  During the Term of Employment, for each calendar year during

the Term of Employment (the "Bonus Period"), the Board shall establish a bonus

pool from which the Executive shall be eligible to receive an annual bonus

potentially equal to thirty-five percent (35%) of the Executive's Base Salary

(the "BONUS PAYMENT"), to be determined by the Executive's supervisor and based

upon the satisfaction by the Executive and/or the Company of the goals (the

"GOALS"), to be established by the Company. Notwithstanding the foregoing, in

the event that the Goals are either exceeded or not fully achieved for a Bonus

Period, the Executive may be eligible to receive a Bonus Payment in an amount in

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