<PAGE>   1
                                                                   EXHIBIT 10.28

                            ASSET PURCHASE AGREEMENT


         THIS AGREEMENT by and among DOCTOR'S PRACTICE MANAGEMENT, INC., a
Texas Corporation (the "Purchaser") and MEDTEK MANAGEMENT, INC., a Texas
corporation (the "Seller").

                              W I T N E S S E T H:

         WHEREAS, the parties hereto desire to memorialize the purchase of the
property and assets of the Seller by the Purchaser in exchange for certain
stock of the Purchaser and the assumption of certain liabilities 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, ASSUMPTION OF LIABILITIES,
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 Seller's
         furniture, fixtures, leasehold improvements, equipment, signs,
         manuals, inventories (including office supplies), accounts receivable,
         rights under contracts, "Logo" licensing agreement, agreements,
         operating permits, goodwill, inventions, processes, know-how, patient
         histories and records, current and prospective client information,
         existing clientele, computer equipment, company specific software and
         databases, forms, brochures, client relations procedures, practice
         development resources and methods, fee schedules, operating systems,
         information bases, telephone listings, and all other similar
         properties and rights used by the Seller in connection with the
         conduct of Seller's business, all as the same shall exist on the
         Closing Date (as herein defined,) including but not limited to the
         items listed on the attached Schedule 1, excepting, however, (i) all
         of the corporate records of the Seller containing records of Seller's
         director's, and shareholder's meetings and Seller's stock transfer and
         issuance records and any other corporate records of Seller that do not
         pertain to the assets, properties and business of the Seller to be
         transferred pursuant to this Agreement, (ii) all rights in any fund
         relating to unemployment compensation, retirement, pension, profits
         sharing, bonus and savings funds, (iii) any of Seller's prepaid
         federal and state income taxes on the Closing Date, all of any of
         Seller's rights to, and claims for, federal and state income tax
         refunds and refunds of other taxes paid, and (iv) Seller's leasehold
         interest in and to the premises at 6200 Savoy, Suite 725, Houston,
         Texas 77036, which Purchaser expressly is not assuming.  The assets,
         properties and business 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 tangible and intangible assets referred to in
         Section 1.1 shall be as follows:
<PAGE>   2
                          (A)     180,000 restricted common shares of Dynacq
                                  International, Inc. ("the shares"), said
                                  shares to be issued on or before November 14,
                                  1997;

                          (B)     A two-year option (to expire at 11:59 p.m. on
                                  October 22, 1999) to purchase an additional
                                  150,000 restricted shares of Dynacq
                                  International, Inc. stock for the market
                                  price existing at the close of trading  on
                                  the date of the closing (said price subject
                                  to future splits, including reverse splits,
                                  and equity changes);

                          (C)     Immediate assumption by the Purchaser of
                                  liability on the Seller's note owed to
                                  Compass Bank, in the approximate current
                                  amount of $63,000;

                          (D)     The assumption by Purchaser of all of
                                  Seller's accounts receivable and only those
                                  accounts payable listed on the attached
                                  Exhibit 2.

                 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 tangible and intangible Assets and
         assumption of liabilities is fair and reasonable and represents
         equivalent value given for the transfer and sale of the Assets from
         the Seller to the Purchaser.  Each of the Seller and Purchaser shall,
         for their respective accounting and tax reporting purposes, allocate
         the total consideration for the tangible and intangible Assets
         (including the Assumed Liabilities) among the tangible and intangible
         Assets to be sold and transferred by the Seller to the Purchaser in
         accordance with Schedule 4 attached hereto and for all purposes
         incorporated herein.

                 1.4      CONTRACTS, RECORDS.  At the Closing, the Seller will
         deliver to the Purchaser a copy of the Compass Bank Note Agreement of
         the Seller to be assumed by the Purchaser.  It is understood that the
         Seller has delivered to the Purchaser all books, records and other
         data relating to the Assets and the Assumed Liabilities.  Seller
         agrees to take all such additional steps as may be required to put the
         Purchaser in full possession and control of the tangible and
         intangible Assets.

                 1.5      ASSUMPTION OF LIABILITIES.  Purchaser assumes
         liability only for those accounts payable attached hereto as Exhibit 2
         and for the Compass Bank indebtedness referenced above .  Purchaser
         and Seller expressly agree that Purchaser assumes no other liabilities
         of Seller.

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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 no
         later than on October 22, 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.  The Seller is not qualified to do
         business as a foreign corporation in any state and neither the
         character or location of the assets owned by the Seller nor the nature
         of the business transacted by the Seller requires any such
         qualification.  A true and correct copy of the Articles of
         Incorporation and Bylaws of the Seller, as in effect at the date
         hereof, have been delivered to the Purchaser.

                 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      INVENTORIES.  Seller has previously delivered to
         Purchaser and Purchaser has reviewed and confirmed the list and
         description of all inventories of the Seller at the date hereof.

                 3.4      EQUIPMENT.  Seller has previously delivered to
         Purchaser and Purchaser has reviewed and confirmed the list setting
         forth a description of all items of equipment owned or leased by the
         Seller at the date hereof.  Seller has also informed Purchaser which,
         if any, of the items listed thereon is leased rather than owned by the
         Seller.

                 3.5      COMPLIANCE WITH LAWS.  The Seller has complied in all
         material respects with all applicable foreign, federal, state,
         municipal and other political subdivision or governmental agency
         statutes, ordinances and regulations, including, without limitation,
         those imposing taxes, in every applicable jurisdiction, in respect of
         the ownership of the Seller's properties and conduct of the Seller's
         business.





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                 3.6      BROKERS.  The Seller in not a party to or in any way
         obligated under any contract or other agreement for, and there are no
         outstanding claims against them for, the payment of any broker's or
         finder's fee in connection with the origin, negotiation, execution or
         performance of this Agreement.

                 3.7      PATENTS AND TRADE-MARKS.  The Seller does not own,
         and neither have applied for, any patent, patent application, patent
         license, trade-mark, trade-mark application or trade-mark license.
         The Seller has no knowledge of any infringement or claimed
         infringement by the Seller of any patent right or trade-mark right of
         others.

                 3.8      FINANCIAL STATEMENTS.  The Seller has delivered to
         the Purchaser all necessary financial statements and related
         information and Purchaser has assisted in obtaining such material.
         Purchaser has independently verified such financial information.

                 3.9      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 Board of Directors of the
         Seller of more than 2/3 of the outstanding shares 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.  Evidence of such approvals, satisfactory to the
         Purchaser, will be provided on or before November 14, 1997.  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.

         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.  The Purchaser will provide to the Seller at the Closing
         copies of the resolutions of the Board of Directors of the Purchaser
         approving this Agreement, certified by an officer of the Purchaser.
         Neither the execution, deliver 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 breach of, or accelerate





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         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.

                 4.3      BROKERS.  The Purchaser is not a party to or in any
         way obligated under any contract or agreement for, and there are no
         outstanding claims against it for, the payment of any broker's or
         finder's fee in connection with the origin, negotiation, execution, or
         performance of this agreement.

                 4.4      ISSUANCE OF SHARES.  The Shares to be delivered
         herein as consideration for the acquisition of the Tangible and
         Intangible Assets pursuant to this Agreement will, when delivered, be
         validly issued and outstanding, fully paid and non-assessable, and
         will be delivered on or before  November 14, 1997.

         5.      INFORMATION.

                 5.1      ACCESS TO INFORMATION.  Purchaser, its counsel,
         accountants, and other        representatives, have been provided full
         and free access to all the properties, books, contracts, commitments,
         and records of the Seller and the work papers of the Seller's
         independent certified public accountants.

                 5.2      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 learned by them in
         confidence, and it agrees not to reveal any such information to any
         third person for any reason or under any circumstances.  Seller
         further agrees that it will at no time use any such information for
         the purpose of competing with or assisting others in competing with
         the practice of the Purchaser or for any purpose which may be harmful
         or detrimental to the practice or interests of the Purchaser.  The
         restrictions in this Section 5.2 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 5.2; 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 Section 5.2 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





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         Purchaser may be legally entitled to recover as a result of any breach
         by the Seller of the provisions of this Section 5.2, 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.

                 5.3      AGREEMENT CONCERNING EMPLOYEES.  It is agreed that
         effective the Closing Date, the Purchaser shall not have any
         responsibility or obligation to retain any employees employed by the
         Seller prior to the Closing Date.

                 5.4      SUPPLEMENTS TO SCHEDULES.  The Seller shall
         supplement each schedule attached hereto or delivered herewith as may
         be necessary to keep them current and accurate.  At the Purchaser's
         reasonable request, the Seller shall deliver to the Purchaser copies
         of any documents pertaining to the matters listed or described in any
         such schedule.  The duty to deliver the schedules and any supplements
         thereof  shall survive the closing.

         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 books 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.

                 6.3      THIRD PARTY CONSENTS.  The Purchaser has used its
         best efforts to obtain any necessary consents and approvals of other
         persons and governmental authorities to the transactions contemplated
         by this Agreement and to the performance by Purchaser of its
         obligations under this Agreement.

         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.





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<PAGE>   7
                 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:        Raja N. Salameh, M.D.
                                          1907 Orchard Country Lane
                                          Houston, Texas 77062
                                          Phone: 281-488-0188
                                          Telefax: 281-488-0147

                 with a copy to           Mr. Jeff C. Lamberth
                                          McConn, Williams & Hanson, L.L.P.
                                          600 Travis, Suite 6700
                                          Houston, Texas 77002
                                          Phone (713) 237-0222
                                          Telefax: (713) 237-0401

                 If to the Purchaser:     Doctors Practice Management, Inc.
                                          4301A Vista
                                          Pasadena, Texas 77504
                                          Phone: (713) 947-0891
                                          Telefax: (713) 944-3334

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

                 7.4      ASSIGNMENT.  Except as specifically set forth herein,
         this Agreement may not be assigned by any party hereto without the
         consent of the other parties hereto.

                 7.5      SUCCESSORS BOUND.  Subject to the provisions of
         Section 7.5, this Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their respective heirs, personal
         legal representatives, and assigns.

                 7.6      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





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<PAGE>   8
         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.

                 7.7      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.

                 7.8      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.

                 7.9      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.

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

                 7.11     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.

                 7.12     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.

                 7.13     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.

                 7.14     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





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<PAGE>   9
         term or condition hereof.  This Agreement shall be deemed to have been
         drafted by each party hereto, and no party may urge otherwise.

                 7.15     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.

                 7.16     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.


         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties on October 22, 1997.


                                       SELLER:
                                       MEDTEK MANAGEMENT, INC.


                                       By: /s/  Rajan N. Salameh
                                          -----------------------------------
                                           RAJA N. SALAMEH, M.D., PRESIDENT


                                       PURCHASER:
                                       DOCTORS PRACTICE MANAGEMENT, INC.


                                       By: /s/  Chiu Chan
                                          -----------------------------------
                                           CHIU CHAN, PRESIDENT





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<PAGE>   10
                            B I L L   O F   S A L E


STATE OF TEXAS
                                                  KNOW ALL MEN BY THESE PRESENTS
COUNTY OF HARRIS

         THAT MEDTEK MANAGEMENT, INC., Seller, of Harris County, Texas, for and
in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable
consideration paid to it by DOCTORS PRACTICE MANAGEMENT, INC., the receipt of
which is hereby acknowledged, has Bargained, Sold, and Delivered and by these
presents does Bargain, Sell and Deliver to DOCTORS PRACTICE MANAGEMENT, INC. of
Harris County, Texas, all of the personal property described in Exhibit 1 which
is attached hereto and incorporated by reference herein for all purposes.

         Seller warrants that it is the lawful owner in every respect of all of
the described property and that it is free and clear of all liens, security
agreements, encumbrances, claims, demands, and charges of every kind
whatsoever.

         Seller binds Seller,  its heirs, executors, administrators, successors
and/or assigns, to forever Warrant and Defend the title to all of the described
property to Buyer, its heirs, successors and assigns, against the lawful claim
or claims of any and all persons whomsoever.

         EXECUTED this 22nd day of October, 1997.

                                           MEDTEK MANAGEMENT, INC.



                                           By: /s/  Rajan Salameh
                                              ---------------------------------
                                               RAJA N. SALAMEH, M.D., PRESIDENT



STATE OF TEXAS
                                                        ACKNOWLEDGMENT
COUNTY OF HARRIS

         BEFORE ME, the undersigned authority, on this 22nd of October, 1997,
personally appeared RAJA N. SALAMEH, M.D., known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he
had executed the same for the purposes and the consideration and in the
capacity therein expressed.



                                           -----------------------------------
                                           Notary Public, State of TEXAS