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                                                                    Exhibit 10.2



THIS BUY-SELL AGREEMENT is entered into as of March 3, 2000 among OXFORD
INTERNATIONAL, INC., a Maryland corporation (the "Company"), and MORTGAGE
BANKERS HOLDING CORP., (MBHC, collectively the "Shareholders"), with respect to
the following facts:

     1.   The Shareholders own 667,000 of the outstanding shares of the Growth
          Fund Partners, Inc.

     2.   The Shareholders and the Company believe it to be in their respective
          best interests that the Shareholders dispose of the shares of the
          Growth Fund Partners, Inc. now or hereafter owned by the Shareholders
          (collectively the "Shares") and to provide for the purchase of the
          Shares by the Company.

     NOW, THEREFORE, IN CONSIDERATION OF the foregoing facts and the mutual
     agreements set forth herein, the parties agree as follows:

     1.   Transfer Restriction. During the term of this agreement, the Company
          may not transfer, assign, hypothecate or otherwise dispose of any of
          the Shares except in accordance with this agreement, and all
          certificates evidencing the Shares shall bear the following addendum:

     "These shares are subject to restrictions on transfer contained in a
     Buy-Sell Agreement, a copy of which may be inspected at the principal
     office of MBHC and the Company"

     2.   Right-of-First-Refusal. The Company shall have First-Right-of-Refusal
          for a period of 30 days.

     2.1  Rejection. If the offer has not been accepted in writing prior to
          expiration of the 30-day period, the selling Shareholder shall have
          the right of cancellation thereafter.

     2.2  Acceptance. Upon the acceptance of this agreement and prior to
          expiration of the 30-day period, the price for the Shares being
          purchased will be paid in cash in the amount of $2,500,000. No such
          disposition of the Shares may be transferred, assigned, hypothecated
          or otherwise disposed prior to the payment of such shares.

     3.   Terms of Purchase. The Company shall effect such purchase and
          redemption within 30 days. The Company shall pay $2,500,000 of the
          Purchase Price in cash upon delivery of the certificates evidencing
          the Shares, duly endorsed for transfer to the Company.

     3.1  Costs. All costs shall be borne by party ordering same.

     4.   Termination of Relationship. At any time that the Company or
          Shareholders may elect to terminate the relationship between the two
          parties.

     4.1  Closing. Within 30 days closing shall be held at which the purchasing
          Shareholder shall purchase the Shareholder's Shares for cash, in the
          amount of the $2,500,000, payable at the closing against receipt of
          (1) certificates evidencing the Shares duly endorsed for transfer, and
          (2) the selling Shareholder's resignation from all title to the
          shares.

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     4.2  Revocation. Once commenced, the procedures provided herein may not be
          terminated or revoked without the prior written consent of both
          parties to such termination or revocation.

     4.3  Application. The provisions of the Section 4 shall only apply in the
          event that the Shareholders own all of the outstanding shares.

     5.   Administrative Approvals. The Company and the Shareholders shall
          provide all necessary corporate approval, documents and/or resolutions
          in connection with the purchase and sale of any Shares under this
          agreement.

     6.   Notice. Any notice or other communication required or permitted under
          this agreement shall be in writing and shall be effective upon receipt
          if delivered personally, or three days after deposit in United States
          registered or certified mail, postage prepaid and return receipt
          requested, addressed as set forth below or to such addresses as may
          have been provided in like manner to all other parties to this
          agreement:

          (a)  If to the Company:
               Oxford International, Inc.
               Greg Dutcher
               7979 Old Georgetown Road, Eighth Floor
               Bethesda MD 20814

          (b)  If to Shareholders:
               Mortgage Bankers Holding Corp./
               National Institute Companies of America
               55 South Main Street, 2nd Floor
               Washington PA 15301

     7.   Termination. This agreement shall terminate (a) by the written
          agreement of all parties; (b) upon the dissolution, bankruptcy or
          insolvency of the Company; or (c) at the close of business on the 30th
          day from the date of acceptance.

     8.   Arbitration. Any controversy or claim arising out of this agreement,
          or any breach of this agreement, including any controversy or claim as
          to arbitrability or rescission, shall be settled by arbitration in
          accordance with the commercial arbitration rules of the American
          Arbitration Association.

     8.1  Arbitration. Arbitration shall be conducted in and governed by the
          laws of the state of Pennsylvania and subject to the exclusive
          jurisdiction of the courts therein.

     8.2  Judgment. Any judgment upon the award rendered by the arbitrators may
          be entered in any court having jurisdiction thereof. The arbitrators
          shall not, under any circumstances, have any authority to award
          punitive exemplary or similar damages.

     8.3  Equitable Remedies. Either party may pursue the remedy of specific
          performance of this agreement, or seek a preliminary or permanent
          injunction against the breach of this agreement; or in aid of the
          exercise of

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          any power granted hereunder, or any combination thereof, in any court
          having jurisdiction thereof without resort to arbitration.

     9.   Miscellaneous. This agreement shall bind and inure to the benefit of
          the successors, assigns, personal representatives, heirs and legatees
          of the respective parties. Should any one or more of the provisions
          of this agreement be determined to be illegal or unenforceable, all
          other provisions of the agreement shall be given effect separately
          from such provisions, and the other provisions shall not be such
          illegality or unenforceability. If any action at law or in equity to
          enforce any of the provisions or rights under this agreement, the
          unsuccessful party to such litigation, as determined by the court in a
          final judgment or decree, shall pay the successful party or parties
          all costs expenses and reasonable attorneys' fees incurred by the
          successful party or parties (including without litigation, costs,
          expenses and fees on any appeals), and if the successful party
          recovers judgment in any such action or proceedings, such costs,
          expenses and attorneys' fees shall be included as part of the
          judgment.

     IN WITNESS WHEREOF, the parties have executed this Buy-Sell Agreement as
of the date first above written.


                                                  /s/ GREG C. DUTCHER
                                                  -----------------------------
                                                  OXFORD INTERNATIONAL INC.
                                                  By Greg C. Dutcher
                                                  President and CEO


     I acknowledge that I have read the foregoing Buy-Sell Agreement and that I
know its contents. I am aware that by its provisions to sell all Shares (as
defined therein) of Growth Fund Partners, Inc. I hereby consent to the sale,
approve of the provisions of the agreement.

DATED: 3/9, 2000
      ----


                                                  /s/ KEVIN P. MALOREY
                                                  -----------------------------
                                                  MORTGAGE BANKERS HOLDING CORP.
                                                  By Kevin P. Malorey
                                                  President


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Oxford International, Inc.
Gregg Dutcher
7979 Old Georgetown Road
Eighth Floor
Bethesda MD 20814

April 27, 2000


Mr. Gregory Dutcher

We would like to extend the date of the contract to May 15th, 2000 to help
accommodate the transaction.


/s/ KEVIN P. MALONEY                               /s/ ??????????????????
---------------------------------------------      -----------------------------
Kevin P. Maloney, President                        Witness
National Institute Companies of America, Inc.


/s/ GREGORY DUTCHER                                /s/ MARY S. WRIGHT
---------------------------------------------      -----------------------------
Gregory Dutcher                                    Witness
Oxford International, Inc.