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                                                                   EXHIBIT 10.29


                            ASSET PURCHASE AGREEMENT


        THIS AGREEMENT by and among DOCTOR'S PRACTICE MANAGEMENT, INC., a Texas
Corporation (the "Purchaser") and KIRKWOOD MEDICAL ASSOCIATES, P.A., a Texas
professional association, MILTON E. KIRKWOOD, D.O., RON KIRKWOOD, D.O., and
JOHN KIRKWOOD, D.O. (the "Seller")


                                  WITNESSETH:

        WHEREAS, the parties hereto desire to memorialize the purchase of the 
accounts receivable and billing of the Seller by the Purchaser in exchange for
certain cash consideration and release of indebtedness of the Seller by the
Purchaser, all on the terms and conditions herein set forth.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.      TRANSFER OF ASSETS:  CONSIDERATION, AND OTHER MATTERS

                1.1      SALE OF TANGIBLE AND INTANGIBLE ASSETS.  The Seller, 
        at the Closing referred to in Section 2 hereof, will grant, sell,
        transfer, convey and deliver to the Purchaser all of the Sellers
        accounts receivable and billing through October 31, 1997, listed on the
        attached Schedule A, excepting, however, (i) attorney accounts; (ii)
        automobile insurance accounts; (iii) motor vehicle accident accounts;
        (iv) HMO accounts; (v) and capitation accounts; in the total amount of
        $120,538.00.  The accounts receivable and billing of the Seller to be
        transferred hereunder are hereinafter sometimes called the "Assets." 

                1.2      CONSIDERATION.  Based upon the terms and subject to the
        conditions of this Agreement, the total consideration to be paid by the 
        Purchaser for the Assets referred to in Section 1.1 shall be as
        follows:

                         i)      $48,000.00 in cash;

                         ii)     $56,197.00 in outstanding advances which have
                                 been made by Purchaser to Seller;

                         iii)    Rent for the month of November, 1997, in the 
                                 amount of $13,400.00.

                1.3      ALLOCATION OF PURCHASE PRICE.  The Seller and the 
        Purchaser both expressly acknowledge and agree that the consideration
        to be paid and received for the Assets is fair and reasonable and
        represents equivalent value given for the transfer and sale of the
        Assets from the Seller to the Purchaser.                      

                1.4      RECORDS.  It is understood that the Seller has 
        delivered to the Purchaser all books, records, files and other data 
        relating to the Assets. Seller agrees to take all such additional steps
        as may be required to put the Purchaser in full possession and control
        of the Assets.        
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        2.      THE CLOSING.

                2.1      THE CLOSING.  The purchase and sale of the Assets 
        shall take place simultaneously with the execution of this Agreement 
        as contemplated in Section 1 of this Agreement (herein called the 
        "Closing") and shall take place at the offices of the Purchaser on 
        November 6, 1997, unless mutually extended by the parties hereto.  The
        date of the Closing is referred to in this Agreement as the "Closing 
        Date."

        3.      REPRESENTATIONS AND WARRANTIES OF THE SELLER.  The Seller 
represents and warrants to the Purchaser that:

                        3.1      ORGANIZATION AND EXISTENCE.  The Seller is a 
        corporation duly organized, validly existing and in good standing under
        the laws of the State of Texas and has all requisite legal and
        corporate power to carry on its business as now conducted and to enter
        into and perform this Agreement.

                3.2      TAX MATTERS.  To the best of Seller's knowledge, all 
        foreign, federal, state, county, local and other taxes, including
        without limitation, income taxes, occupation taxes, corporate franchise
        taxes, employment and withholding taxes, and sales and ad valorem
        taxes, due and payable by the Seller on or before the date of this
        Agreement have been paid and the Seller has filed all tax returns and
        reports required to be filled by it, with all such taxing authorities. 
        Seller has made reasonable and adequate provision for the payment of
        all accrued and unpaid foreign, federal, state, county, local and other
        taxes of the Seller for all periods ended on or prior to the date
        hereof, whether or not disputed.  No assessment of deficiencies has
        been made against the Seller and no extensions of time are in effect
        for the assessment of deficiencies.

                3.3      ASSETS.  Seller has previously delivered to Purchaser
        and Purchaser has reviewed and confirmed the list and description of 
        the Assets as set forth on Schedule A.

                3.4      LIENS.  The Assets listed in Schedule A are not 
        encumbered, pledged, assigned, or the subject of any UCC lien or filing
        statement.

                3.5      SELLER'S AUTHORITY RELATIVE TO THIS AGREEMENT.  The 
        execution, delivery and performance of this Agreement by the Seller has
        been duly authorized and approved by the officers of the Seller and no
        further corporate action is necessary on the part of the Seller to 
        make this Agreement valid and binding upon the Seller in accordance 
        with its terms.  Neither the execution, delivery nor performance of 
        this Agreement by the Seller will result in a violation or breach of 
        any term or provision under the Articles of Association or Bylaws of 
        the Seller or, constitute a default or breach of, or accelerate the 
        performance required under, any indenture, mortgage, deed of trust or 
        other contract or agreement to which the Seller is a party or by which
        it or any of its respective assets are bound, or, violate any order, 
        writ, injunction or decree of any court, administrative agency or 
        governmental body.





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        4.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The Purchaser
represents and warrants to and agrees with the Seller that:

                4.1      ORGANIZATION AND EXISTENCE.  The Purchaser is a 
        corporation duly organized, validly existing and in good standing under
        the laws of the State of Texas and has all requisite legal and 
        corporate power to enter into and perform this Agreement.

                4.2      AUTHORITY RELATIVE TO THIS AGREEMENT.  The execution,
        delivery and performance of this Agreement by the Purchaser have been
        duly authorized by the Board of Directors of the Purchaser, and no
        further corporate action is necessary on the part of the Purchaser to
        make this Agreement valid and binding upon the Purchaser in accordance
        of its terms.  Neither the execution, delivery nor performance of this
        Agreement by the Purchaser will result in a violation or breach of any
        term or provision under the Articles of Incorporation or Bylaws of the
        Purchaser or constitute a default or beach of, or accelerate the
        performance required under any indenture, mortgage, deed of trust or
        other contract or agreement to which the Purchaser is a party or by
        which it or its properties are bound, or violate any order, writ,
        injunction or decree of any court, administrative agency or 
        governmental body.

        5.      INFORMATION.

                5.1      CONFIDENTIAL INFORMATION.  The Seller acknowledges 
        that in the course of its previous involvement with the business
        conducted by the Seller, it has had and will continue to have access to
        certain know-how, formulae, processes, data, proprietary information,
        supplier and patient records and information and other confidential
        knowledge of the business and operations of the Seller and Purchaser. 
        Seller understands that all such information is confidential and has
        been or will be conceived or teamed by them in confidence, and it
        agrees not to reveal any such information to any third person for any
        reason or under any circumstances.  The restrictions in this Section
        shall not apply and shall  not prohibit the use or disclosure of such
        confidential information (i) to the extent required by  law or court
        order, or other administrative order in any litigation, arbitration, or
        similar  proceeding; (ii) to the extent such information becomes
        publicly available other than through a  breach of this section; or
        (iii) to the extent such information would become necessary to  support
        any claim arising between the parties; or (iv) with the written
        agreement of the Purchaser.  The Seller agrees that any remedy at law
        for actual or threatened breach of the  provisions of this section
        would be inadequate and that the Purchaser shall be entitled to
        specific performance thereof or injunctive relief by temporary or
        permanent injunction or such other appropriate judicial remedy, writ or
        order as may be entered by a court of competent jurisdiction.  Any such
        remedy shall be in addition to any damages which the Purchaser may be
        legally entitled to recover as a result of any breach by the Seller of
        the provisions of this section, and the Seller hereby waives any
        requirement for the securing or posting of any bond in connection with
        obtaining any such injunctive or other equitable relief.    





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        6.      COVENANTS OF THE PURCHASER.  The Purchaser covenants with the 
Seller that:

                6.1      CONFIDENTIALITY OF INFORMATION FURNISHED BY THE 
        SELLER.  The Purchaser has treated all information provided to it 
        pursuant to Section 5 as confidential.

                6.2      ACCESS TO INFORMATION.  All files, accounts, and 
        records of the Seller delivered to the Purchaser at or after the
        Closing pursuant to this Agreement shall be made available to the
        Seller by the Purchaser at any reasonable time during regular business
        hours, or for a period of not less than two years after the Closing
        Date, and the Seller may, at their own expense, make such excerpts
        therefrom or copies thereof as they may request, provided, however,
        that in the event Seller is audited or required or requested to produce
        any such records after such two year period, Purchaser shall upon
        reasonable notice make any such existing records available at Seller's
        expense. Purchaser shall maintain the confidentiality of the clinical
        and financial content of all patient records.

        7.      MISCELLANEOUS.

                7.1      SALES, TRANSFER AND AD VALOREM TAXES.  The Seller 
        shall pay all sales and transfer taxes which may be payable as a direct
        result of the sale of the Assets to Purchaser pursuant to this
        Agreement.  Ad valorem taxes on the personal property included in the
        Assets shall be prorated through the Closing, and settlement shall
        be made at the Closing.

                7.2      SPECIFIC PERFORMANCE.  Each party acknowledges that a
        remedy at law for any breach or attempted breach of the provisions of
        this Agreement will be inadequate, and agrees that each party shall be
        entitled to specific performance and injunctive or other equitable
        relief in case of any such breach or attempted breach.

                7.3      NOTICES.  All notices, requests, consents, and other
        communications hereunder shall be in writing and shall be deemed to
        have been given if personally delivered, telegraphed or telecopied with
        receipt confirmed, or mailed, first class, registered or certified
        mail, postage prepaid to the following:                     

               If to the Seller:             Kirkwood Medical Associates, P.A.
                                             4301 A Vista
                                             Pasadena, Texas 77504
                                             Phone:  (713) 941-4444
                                             Telefax:  (713) 944-3334

               If to the Purchaser:          Doctors Practice Management, Inc,
                                             4301 A Vista
                                             Pasadena, Texas 77504
                                             Phone:  (713) 941-4444
                                             Telefax:  (713) 944-3334

        or to such other address as shall be given in writing by any party to 
        the others.





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                7.4      SUCCESSORS BOUND.  This Agreement shall be binding 
        upon and inure to the benefit of the parties hereto and their 
        respective heirs, personal legal representatives, and assigns.

                7.5      SECTION AND PARAGRAPH HEADINGS.  The section and 
        paragraph headings in this Agreement are for reference purposes only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.  The word "this Agreement," "this instrument," "herein,"
        "hereto," "hereunder," and words of similar import refer to this
        Agreement as a whole and not to a particular article, section,
        paragraph, or other subdivision of this Agreement.  Whenever the
        context requires, the gender of all words used in this Agreement shall
        include the masculine, feminine, and neuter, and the number of all
        words shall include the singular and the plural.

                7.6      AMENDMENT, WAIVER.  This Agreement may be amended only
        by an instrument in writing executed by the parties hereto.  The waiver
        of any covenant, condition, or breach of any provision of this
        Agreement must be in writing and such waiver shall not operate or be
        construed as a waiver of any subsequent or continuing condition.

                7.7      ENTIRE AGREEMENT.  This Agreement is the entire 
        agreement among the parties hereto with respect to the subject matter
        hereof and thereof; and there are no promises, covenants, undertakings,
        representations, or warranties with respect to the subject matter
        hereof or thereof, written or oral, except those expressly set forth
        or referred to herein.

                7.8      COUNTERPARTS.  This Agreement may be executed in 
        counterparts, each of which shall be deemed an original, but all of 
        which shall constitute the same instrument.

                7.9      GOVERNING LAW.  This Agreement shall be construed in
        accordance with and governed by the laws of the State of Texas

                7.10     PUBLIC DISCLOSURE.  The parties hereto agree that any
        disclosure or press release about the transactions contemplated by this
        Agreement may only be made in the manner and at the time mutually 
        determined by the Purchaser and the Seller.

                7.11     TIME.  Time is of the essence hereof.  If the time for
        performance of any obligations set forth in this Agreement falls on 
        Saturday, Sunday, or legal holiday, compliance with such obligation on
        the next business day following such Saturday, Sunday or legal holiday
        shall be deemed acceptable.  For purposes of this Agreement, a
        "business day" is any day other than a Saturday, Sunday, or legal
        holiday in Texas.

                7.12     ATTORNEY'S FEES.  In the event of any action at law or
        in equity between the parties hereto to enforce any provision or right
        hereunder or in any way related hereto or arising herefrom, the
        unsuccessful party in such litigation covenants and agrees to pay to
        the successful party all costs and expenses, including reasonable
        attorney's fees, incurred therein by such successful party.  If such
        successful party shall recover judgment in any such action or
        proceeding, such costs and expenses shall be included as part of such   
        judgment.





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                7.13     LANGUAGE.  The language of this Agreement shall be 
        construed as a whole and in accordance with the fair meaning of the 
        language used.  The language of this Agreement shall not be strictly 
        construed for or against either of the parties hereto based upon who 
        drafted or was principally responsible for drafting the Agreement or 
        any specific term or condition hereof.  This Agreement shall be deemed
        to have been drafted by each party hereto, and no party may urge 
        otherwise.

                7.14     KNOWLEDGE.  Any representation, warranty or covenant 
        herein which is limited to a party's "knowledge" is made with the 
        understanding that such party has examined whatever sources of 
        information that are reasonably accessible to such party in order to 
        verify the truth and accuracy of such representation, warranty or 
        covenant.

                7.15     OTHER DOCUMENTS.  The parties agree to execute all 
        other documents or instruments necessary to effect the transfers of 
        property set forth herein and otherwise to implement the provisions of
        this Agreement.

                7.16     INDEMNITY.  Seller agrees to indemnify and hold the 
        Purchaser harmless from any claims or offsets resulting from the 
        accounts receivable or the services upon which they are based, which 
        are the subject of this transfer agreement.  Such indemnification shall
        include and apply to reasonable attorneys fees, investigation costs, 
        and other costs actually incurred by Purchaser in defending against any
        such claims or offsets.

        IN WITNESS WHEREOF, this Agreement has been duly executed by the 
parties on November 13, 1997.

                                        SELLER:
                                        KIRKWOOD MEDICAL ASSOCIATES, P.A.


                                        By: /s/  Milton E. Kirkwood         
                                           -----------------------------------
                                            MILTON E. KIRKWOOD, D.O.,
                                            PRESIDENT



                                        By: /s/  Milton E. Kirkwood         
                                           -----------------------------------
                                            MILTON E. KIRKWOOD, D.O.



                                        By: /s/  Ron Kirkwood               
                                           -----------------------------------
                                            RON KIRKWOOD, D.O.





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                                        By: /s/  John Kirkwood              
                                           -----------------------------------
                                            JOHN KIRKWOOD, D.O.


                                        PURCHASER:
                                        DOCTORS PRACTICE MANAGEMENT, INC.


                                        By: /s/  John Moran                 
                                           -----------------------------------
                                            JOHN MORAN, VICE PRESIDENT





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