Exhibit
        - Georgia Exploration, Inc. Form 10-QSB
  10.1  Agreement
        between Wharton Resources LP and CodeAmerica Investments LLC effective October
        1, 2006 for the purchase of 3,400 oil and gas lease acreage located in Bell
        County, Kentucky.
  
 **BELL
        PROSPECT**
 **BELL
        COUNTY, KENTUCKY**
 **PURCHASE
        AND SALE AGREEMENT**
 
 **STATE
                    OF KENTUCKY**
                
                **}****COUNTY
                    OF BELL**
                
                **}**
  This
        Purchase and Sale Agreement (this “Agreement”) is entered into as of and
        effective the 1 st day of
        October, 2006 by and between:
 
 
 **PARTIES
        TO AGREEMENT**
 
 (1)
              CODEAMERICA
                  INVESTMENTS, LLC (“CodeAmerica”)
 8900
        Germantown Road, Suite 100
 Olive
        Branch, Mississippi 38654
 (“SELLER”)
 
 (2)
              WHARTON
                  RESOURCES LP (“Wharton”)
 519
        Heights Blvd.
 Houston,
        Texas 77007
 (“PURCHASER”)
 
 WHEREAS:
 
 A.
              SELLER
                  owns the oil and gas lease described in Exhibit A (hereafter referred
                  to
                  as the “Bel, Inc. Lease” or “Lease”) with lease acreage of approximately
                  3,400 gross acres, more or less located in Bell County,
                  Kentucky;
 
 B.
              PURCHASER
                  desires to acquire SELLER’s interests in the Bel, Inc. from SELLER at a
                  purchase price of US$ 75.00 per acre;
                  and
 
 C.
              SELLER
                  agrees to sell and assign its interests in Lease to PURCHASER,
                  and
                  PURCHASER agrees to remit payment to SELLER for such purchase of
                  Lease,
                  upon PURCHASER’S completion of an equity and/or debt offering (the
                  “Acquisition Payment”);
 
  NOW
        THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
        and provisions herein contained, the receipt of which is hereby acknowledged
        by
        PURCHASER and by SELLER, the parties hereto agree each with the other as
        follows:
  -1-
  **ARTICLE
        1 - DEFINITIONS**
 
 a.
              *Acquisition
                  Payment*-
                  An amount equal to seventy-five dollars (US$75.00) per gross acre
                  (a total
                  of US$ 255,000 ) to be paid by PURCHASER to SELLER in immediately
                  available funds, to a bank account specified by SELLER, upon PURCHASER’S
                  completion of an equity or debt offering.
 
 b.
              *Bell,
                  Inc. Lease (or Lease Acreage)*-
                  The oil and gas lease acreage as described in Exhibit A to this
                  Agreement.
 
 
 **ARTICLE
        II - ASSINGMENT ACREAGE**
 
 SELLER
        represents that it owns the oil and gas lease described in Exhibit A, which
        comprise approximately three thousand four hundred (3,400) acres gross and
        which
        are located in Bell County, Kentucky. SELLER does not warrant title to the
        Lease
        Acreage, nor does SELLER make any representation with regard to any presence
        or
        lack of federal jurisdiction and/or regulation of the Lease Acreage, but
        SELLER
        will, upon request, furnish to PURCHASER a copy of such title documents and
        relevant papers concerning the Lease Acreage as SELLER has in its files,
        including without limitation the Lease itself. SELLER shall have no obligation
        to furnish to PURCHASER new or supplemental abstracts of title or to do any
        curative work in connection with the title to the Lease Acreage, or in
        connection with the Lease or any other contracts affecting the Lease Acreage,
        that are not already in SELLER’S files. PURCHASER shall furnish to SELLER a copy
        of any title opinion covering the Lease Acreage, if such is obtained or acquired
        by PURCHASER.
 
 
 **ARTICLE
        III - LEASE ASSIGNMENT**
 
 Upon
        PURCHASER’S remittance of Acquisition Payment to SELLER, SELLER shall execute
        and deliver to PURCHASER a recordable assignment of: (a) one-hundred percent
        (100%) working interest in and to the oil, gas and associated hydrocarbons
        in
        the Lease Acreage, and (b) subject to a 1/8 th (one-eighth) Lessor royalty burden, less any other interests that may be
        reserved by Lessee under said Lease. A copy of the Assignment of Oil, Gas
        and
        Mineral Lease to be executed by SELLER and delivered to PURCHASER upon
        PURCHASER’S remittance of the Acquisition Payment is provided in Exhibit C to
        this Agreement.
 
 Such
        assignment shall be made without any warranty whatsoever, either express
        or
        implied, except by, through and under this Agreement. Such assignment shall
        be
        subject to the limitations, restrictions, terms, conditions, exceptions,
        reservations and covenants set forth in this Agreement, the Bell Inc. Lease
        and
        all other instruments of record affecting the Lease Acreage. Upon assignment,
        PURCHASER will solely be responsible for the payment of all costs and capital
        expenditures necessary to drill and complete, or plug and abandon wells drilled
        by PURCHASER on Lease Acreage.
  -2-
  **ARTICLE
        IV - DRILLING AND PLUGGING AND ABANDONMENT PROVISIONS**
  The
        entire cost, risk and expense of drilling, testing, completing, interconnecting
        and/or plugging and abandonment of any well drilled in the Lease Acreage
        shall
        be borne exclusively by PURCHASER.
 
 (i) Each
        well
        drilled and/or plugged and abandoned by PURCHASER shall be in compliance
        with
        all applicable rules, orders, regulations and laws of state, local or federal
        authorities, including without limitation environmental and pollution control
        laws and regulations, and in accordance with generally accepted drilling
        practices in the oil & gas industry.
 
 (ii) PURCHASER
        shall conduct all drilling and other operations on Lease Acreage in a good
        and
        workmanlike manner and as such drilling and other operations would be conducted
        by a reasonably prudent operator, including adherence to all obligations
        and
        notices provided for in the Bell, Inc. Lease.
 
 (iii) PURCHASER
        further agrees to fill in all pits which may be dug in connection with any
        drilling operations of PURCHASER on Lease Acreage, and to restore the surface
        of
        the portions of the Lease Acreage where such drilling operations are conducted
        as nearly as possible to their original condition.
 
 (v) During
        all drilling operations conducted, PURCHASER will exercise its best efforts
        to
        protect all fresh water sands by utilizing a cementing procedure that is
        designed to ensure there will be no communication with and/or within fresh
        water
        sands, regardless of whether the applicable well is completed as a producing
        well or is plugged and abandoned.
 
 
 **ARTICLE
        V -****MINIMUM ROYALTY, DELAY RENTALS AND SHUT-IN PAYMENTS**
 
 PURCHASER
        acknowledges and hereby agrees, from and after the date hereof and until
        expiration of the Bell, Inc. Lease to pay annual minimum royalty amounts,
        delay
        rentals, shut-in well payments and any other Lease payments, as and to whom
        required, which may be due or which may come to be due under the terms of
        the
        Lease.
 
 SELLER
        has incurred certain land and legal costs associated with the services to
        evaluate title of Lease Acreage, and PURCHASER agrees to reimburse SELLER
        for
        such costs, which are more fully identified and described in Exhibit B to
        this
        Agreement. Total SELLER costs incurred to be reimbursed by PURCHASER are $59,475.00 .
        At
        PURCHASER’S request, SELLER shall provide copies of invoices, cancelled checks
        and/or other documentation as applicable to confirm such costs.
  
 **ARTICLE
        VI - INDEMNITY**
  PURCHASER
        shall defend, indemnify and hold SELLER, its representatives, officers,
        directors, agents, employees and invitees harmless from and against any and
        all
        third party claims, liens, demands, costs, loss, liability, or damage suffered
        by SELLER (including attorney’s fees, litigations costs and investigation
        costs), arising out of PURCHASER’S operations, or operations conducted by
        persons in a contractual relationship with PURCHASER, plugging and abandoning
        any wells, PURCHASER’S use and disposal of produced water, wastes or substances
        associated with operations on the Lease Acreage. PURCHASER’S obligations under
        this Article VI are continuing obligations that shall continue in effect
        and
        that shall be enforceable by SELLER for a period of two (2) years after the
        expiration of the Bell, Inc. Lease.
 
 -3-
 
 **ARTICLE
        VII - NOTICES**
 
 All
        notices authorized or required by the terms of this Agreement shall be given
        in
        writing by personal delivery, express mail, facsimile or other delivery service,
        return receipt requested and postage or charges prepaid, and addressed to
        the
        party to whom the notice is given at the address listed below. The notice
        required under any provision hereof shall be deemed given only when received
        by
        the party to whom such notice is directed, and the time for such party to
        give
        any notice in response thereto shall run from the date the originating notice
        is
        received. A party shall be deemed to have received notice when such written
        notice is delivered to the address of the party to be notified as stated
        below
        (or as subsequently changed by proper notification) or to the facsimile of
        such
        party. Each party shall have the right to change its address at any time
        or from
        time to time by giving written notice thereof to the other party.
 
 SELLER
 CODEAMERICA
        INVESTMENTS, LLC
 8900
        Germantown Road, Suite 100
 Olive
        Branch, MS 38654
 Attn:
        Mr.
        Milton Cox
 Telephone:
        (662) 890-7379
 Fax
        :
        (662) 893-7883
 
 PURCHASER
 WHARTON
        RESOURCES LP
 519
        Heights Blvd.
 Houston,
        TX 77007
 Attn:
        Mr.
        Michael V. Grover,
 Registered
        Agent
 Telephone:
        (713) 225-6511
 Fax
        :
        (713) 225-5100
 
 
 **ARTICLE
        VIII - GOVERNING LAW**
 
 This
        Agreement shall be construed under and in accordance with the laws of the
        State
        of Texas.
 
 
 **ARTICLE** **IX
        - MISCELLANEOUS**
 
 (a) INDIVIDUAL
        RESPONSIBILITIES
 
 The
        duties, obligations, and liabilities of the parties hereto are intended to
        be
        severable and not joint or collective. This Agreement is not intended to
        create,
        and shall not be construed to create an association or trust, a mining or
        other
        partnership or association for profit, joint venture or agency relationship,
        or
        to render the parties liable for acts, either of commission or omission,
        of any
        parties hereto. Each party hereto shall be individually responsible for its
        own
        obligations as herein provided.
 
 (b) ASSIGNMENT
 
 This
        Agreement may be assigned by PURCHASER without consent of SELLER, so long
        as the
        party receiving assignment has the financial and technical capability and
        capacity to perform and meet all obligations under this Agreement.
 
 (c) EFFECT
        OF AGREEMENT
  -4-
 
 This
        Agreement and the Exhibits attached hereto and made a part hereof will inure
        to
        the benefit of and be binding upon the parties, their successors and assigns.
 
 (d) COUNTERPARTS
 
 This
        Agreement may be executed in multiple counterparts, each of which constitute
        the
        one and the same legal instrument.
 
 (e) HEADINGS
 
 The
        headings used in this Agreement and for convenience of reference only and
        shall
        not be used for purposes of construing or interpreting this
        Agreement.
 
 (f) ENTIRE
        AGREEMENT
 
 This
        Agreement constitutes the complete and entire understanding between SELLER
        and
        PURCHASER with respect to the subject matter hereof, and supersedes any and
        all
        previous representations and agreements, whether oral or written, regarding
        the
        subject matter of this Agreement.
 
 (g) TIME
        OF THE ESSENCE
 
 Time
        shall be of the essence in the performance of the parties’ obligations under
        this Agreement.
  IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement effective
        as
        the 1 st day of
        October 2006 the day and year first above written.
  **SELLER**
                  
                  **PURCHASER**CODEAMERICA
                      INVESTMENTS, LLC
                  
                  WHARTON
                      RESOURCESBy:
                  
                  /
                      s /  Wm Milton Cox
                  
                  By:
                  
                  /
                      s /  Don SytsmaWm.
                      Milton Cox
                  
                  
                  
                  Don
                      L. SytsmaChairman
                      and CEO
                  
                  
                  
                  Director
                      & CFO
  -5-
  **EXHIBIT
        “A” TO**
 **PURCHASE
        AND SALE AGREEMENT DATED OCTOBER 1, 2006**
 **CODEAMERICA
        INVESTMENTS, LLC (“SELLER”), and**
 **WHARTON
        RESOURCES LP (“PURCHASER”)**
 
 **BELL
        PROSPECT**
 **BELL
        COUNTY, KENTUCKY**
 
 
 OIL
        AND GAS LEASE SUBJECT TO AGREEMENT:
 
 1.
              Oil
                  and Gas Lease between Bel, Inc. as Lessor, and CodeAmerica Investments,
                  LLC, as Lessee, dated December 12, 2004.
 
 Lease
        covers 3,400 acres of land, more or less, of record in Deed Book 309 Page
        293,
        Deed Book 322 Page 391 and Deed Book 309 Page 353, records of the Bell County
        Clerk’s office which is primarily oil and gas rights but not to include surface
        rights for most of the property.
  -6-
  **EXHIBIT
        “B” TO**
 **PURCAHSE
        AND SALE AGREEMENT DATED OCTOBER 1, 2006**
 **CODEAMERICA
        INVESTMENTS, LLC (“SELLER”), and**
 **WHARTON
        RESOURCES LP (“PURCHASER”)**
 
 **EXPENSES
        PAID BY SELLER TO BE**
 **REIMBURSED
        BY PURCHASER**
   Date
                Check
                    No.
                Payee
                Descrition
                Amount11/23/04
                2178
                Sims
                    & Sims, Attorney
                Legal
                    retainer
                $1,000.0012/09/04
                2199
                Sims
                    & Sims, Attorney
                Legal
                    fees
                $5,000.001/13/05
                2237
                Bel,
                    Inc.
                Land
                    work
                $3,400.001/13/05
                2238
                WST,
                    Inc.
                Land
                    work
                $3,400.001/13/05
                2236
                Trifecta
                    One
                Land
                    work
                $17,000.003/15/05
                2328
                Trifecta
                    One
                Land
                    work
                $1,600.003/17/05
                2333
                Helton
                    & Helton
                Legal
                    retainer
                $20,000.007/21/05
                2513
                Trifecta
                    One
                Land
                    work
                $4,400.0010/13/05
                2625
                Steve
                    Scott
                Land
                    work
                $3,675.00$59,475.00
 
 -7-
  **EXHIBIT
        “C” TO**
 **PURCHASE
        AND SALE AGREEMENT DATED OCTOBER 1, 2006**
 **CODEAMERICA
        INVESTMENTS, LLC (“SELLER”), and**
 **WHARTON
        RESOURCES LP (“PURCHASER”)**
 
 
 **ASSIGNMENT
        OF OIL, GAS AND MINERAL LEASE**
 **BELL
        PROSPECT**
 **BELL
        COUNTY, KENTUCKY**
 
 
 **THE
        STATE OF KENTUCKY** **§**
 
 **COUNTY
        OF BELL** **§**
 
  This
        ASSIGNMENT OF OIL GAS AND MINERAL LEASE made effective this 1 st day of
        October, 2006, by and between CODEAMERICA INVESTMENTS, LLC, **** with
        offices located at 8900 Germantown Rd., Suite 100, Olive Branch, Mississippi
        38654, hereinafter called “Assignor”, and WHARTON RESOURCES LP with offices at
        519 Heights Boulevard, Houston, Texas 77007, hereinafter called “Assignee”,
  WITNESSETH:
  ASSIGNMENT.
        For and in consideration of the sum of Ten Dollars ($10.00) and other good
        and
        valuable consideration herein paid by Assignee, the receipt and sufficiency
        of
        which is hereby acknowledged, Assignor, subject to any reservations and
        conditions hereinafter set out, hereby ASSIGNS AND TRANSFERS unto Assignee
        the
        following described oil, gas and mineral lease, and the oil, gas and mineral
        leasehold estate created there-under, affecting lands in Bell County, Kentucky,
        to wit.
  1.
        Oil
        and Gas Lease between Bel, Inc., as Lessor and CodeAmerica Investments LLC,
        as
        Lessee recorded in Deed Book 309 Page 293, Deed Book 322 Page 391 and Deed
        Book
        309 Page 353, of the Official Records of Bell County, Kentucky (the “Lease”
and/or “Lease Acreage”).
  TO
        HAVE
        AND TO HOLD the above described oil, gas and mineral lease and the oil, gas
        and
        mineral estate created thereby, insofar as it covers the said tracts of land,
        unto the said Assignee, together with all and singular, the rights and
        appurtenances thereto in anywise belonging, forever; and Assignor does not
        bind
        itself, its heirs, administrators, executors and assigns, to the extent
        hereafter indicated, to WARRANT and FOREVER DEFEND all and singular the said
        oil, gas and mineral lease and the oil, gas and mineral leasehold estate
        created
        thereby. This Assignment covers the said tracts of land, unto the said Assignee,
        his heirs and assigns, against every person whomsoever claiming or to claim
        the
        same or any part thereof (except as to any reservation hereinafter contained)
        by
        through and under Assignor, but not otherwise, and to the extent that the
        assignment herein made transfers and assigns a 100% working interest in all
        the
        oil, gas and other minerals that may be produced and saved from the lands
        covered by the oil, gas and mineral lease assigned herein).
  -8-
  Without
        limitation or expansion of the foregoing special warranty of title, Assignor
        warrants that:
  (1)
        That
        the Lease is in full force and effect, and is valid and subsisting oil, gas
        and
        mineral lease against the said tracts of land;
  (2)
        That
        the Lease is held by Assignor, and Assignor has the authority to sell and
        convey
        the Lease and the corporate right to do so;
  (3)
        The
        Lease and oil, gas and mineral leasehold estate therein conveyed represents
        a
        100% working interest in the Lease Acreage;
  (4)
        The
        net revenue interest assigned to Assignee carries a 1/8 th Lessor
        royalty burden, less any other interests that maybe reserved by Lessee under
        said Lease;
  (5)
        That
        all rentals and royalties currently payable under the leases have been
        paid;
   IN
        WITNESS WHEREOF, this Assignment of Oil, Gas and Mineral Leases is EXECUTED
        effective this ____ day of ___________ 200__.
  
 CodeAmerica
                  Investments, LLC“Assignor”
  **ACKNOWLEDGEMENTS**
   This
        instrument was executed and acknowledged before me on this _____ **** day
        of
        _______by:
  Wm.
        Milton Cox, Chairman and CEO, CodeAmerica Investments, LLC.
  
  -9-
  **BELL
        PROSPECT**
 **PURCHASE
        AND SALE AGREEMENT**
 **BELL
        COUNTY, KENTUCKY**
 
 **First
        Amendment**
  The
        Bell
        Prospect Purchase and Sale Agreement between Wharton Resources LP and
        CodeAmerica Investments, LLC made effective the 1 st day of
        October 2006 (the “Agreement”) is amended and modified as follows:
  Article
        I
        - Definitions - are amended to provide:
  c.
              ***“Acquisition
                  Payment”*****-
                  An amount equal to seventy-five dollars (US$75.00) per gross acre
                  (a total
                  of US$ 255,000) times 1/3rdto
                  be paid by PURCHASER to SELLER in immediately available funds by
                  November
                  15, 2006.
 
 d.
              ***“Bell,
                  Inc. Lease (or Lease Acreage)”***-
                  The oil and gas lease acreage as described in Exhibit A to this
                  Agreement.
 
 e.
              ***“Remaining
                  Acquisition Payment”*****-
                  An amount equal to seventy-five dollars (US$75.00) per gross acre
                  (a total
                  of US$ 255,000 ) times 2/3rdto
                  be paid by PURCHASER to SELLER in immediately available funds to
                  a bank
                  account specified by SELLER, upon PURCHASER’S completion of an equity or
                  debt offering.
  Article
        V
        - Minimum Royalty, Delay Rentals and Shut-In Payments - is amended to add
        as a
        third paragraph to the Article V the following:
  Upon
        remittance of and concurrent with the remittance of the Acquisition Payment
        to
        SELLER, PURCHASER shall also remit to SELLER payment for the costs to be
        reimbursed by PURCHASER to SELLER as further identified in Exhibit B to this
        Agreement.
  The
        Agreement as amended and modified is in all other things confirmed, ratified
        and
        acknowledged by Parties to be in full force and effect.
  This
        First Amendment shall extend to and be binding upon the Parties hereto, their
        heirs, successors, assigns and legal representatives as of the Effective
        Date of
        this Agreement.
 
 
 **CODEAMERICA
                  INVESTMENTS, LLC**
              
              **WHARTON
                  RESOURCES LP**By:
              /
                  s
                  / W. Milton Cox
              
              
              
              By:
              /
                  s
                  / Don SytsmaTitle:
              Chairman
                  & CEO
              
              11/16/06
              
              Title:
              CFO
              
              11/16/06Date
              
              
              
              
              Date


-10-