Exhibit
      - Georgia Exploration, Inc. Form 10-QSB




10.2 Agreement
      between Wharton Resources LP and CodeAmerica Investments LLC effective February
      1, 2006 for the purchase of 2,200 oil and gas lease acreage located in Clay
      County, Kentucky.








**BAXTER
      BLEDSOE PROSPECT**


**CLAY
      COUNTY, KENTUCKY**


**PURCHASE
      AND SALE AGREEMENT**











STATE
                OF KENTUCKY
            
            }COUNTY
                OF CLAY
            
            }





This
      Purchase and Sale Agreement (this “Agreement”) is entered into as of and
      effective the 1 st day of
      February, 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 “Baxter Bledsoe Lease” or “Lease”) with lease acreage of
                approximately 2,200 gross acres (1,496 acres net), more or less located
                in
                Clay County, Kentucky;





B.
            PURCHASER
                desires to acquire SELLER’s interests in the Baxter Bledsoe Lease from
                SELLER at a purchase price of US$ 150.00 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 a public equity offering, expected to occur
                during the 1stquarter 2007 (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:





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            -





**ARTICLE
      1 - DEFINITIONS**





a.**
            *Acquisition
                Payment*-
                An amount equal to one hundred and fifty dollars (US$150.00) per
                gross
                acre (a total of US$ 330,000 ) to be paid by PURCHASER to SELLER
                in
                immediately available funds, to a bank account specified by SELLER,
                upon
                PURCHASER’S completion of a public equity offering, expected to occur
                during the 1stquarter 2007.





b.**
            *Acquisition
                Deposit*-
                An amount equal to fifteen thousand dollars (US$ 15,000) to be paid
                by
                PURCHASER to SELLER on or before September 15, 2006. Acquisition
                Deposit
                will be applied against the Acquisition Payment of US$330,000 at
                such time
                as PURCHASER remits the Acquisition Payment to SELLER. (I.e., PURCHASER’s
                net remittance to SELLER is US$ 315,000 upon remittance of Acquisition
                Payment.





c.**
            *Baxter
                Bledsoe Lease Acreage (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 two thousand two hundred (2,200) acres gross and which
      are located in Clay 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 Baxter Bledsoe 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 Baxter Bledsoe 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) an associated sixty-eight (68%) net revenue interest
      in the Lease Acreage. 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 Baxter Bledsoe
      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.





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            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 Baxter Bledsoe 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 Baxter Bledsoe 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.








**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 Baxter Bledsoe Lease.





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            -





**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.





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            4
            -





(c)
            EFFECT
                OF AGREEMENT





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
      February 2006 the day and year first above written.








**SELLER**
            
            **PURCHASER**CODEAMERICA
                INVESTMENTS, LLC
            
            WHARTON
                RESOURCESBy:
            /
                s / W. Milton Cox
            
            By:
            /
                s / Don SytsmaWm.
                Milton Cox
            
            
            Don
                L. SytsmaChairman
                and CEO
            
            
            Director
                & CFO





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            5
            -





**EXHIBIT
      “A” TO**


**PURCHASE
      AND SALE AGREEMENT DATED FEBRUARY 1, 2006**


**CODEAMERICA
      INVESTMENTS, LLC (“SELLER”), and**


**WHARTON
      RESOURCES LP (“PURCHASER”)**





**BAXTER
      BLEDSOE PROSPECT**


**CLAY
      COUNTY, KENTUCKY**








OIL
      AND GAS LEASE SUBJECT TO AGREEMENT:





1.
            Oil
                and Gas Lease between Baxter Bledsoe, Jr. as Lessor, and CodeAmerica
                Investments, LLC, as Lessee, dated July 15, 2005.





Lease
      covers 2,200 acres of land, more or less, of record in Deed Book 192 Page 602,
      records of the Clay County Clerk’s office which is primarily oil and gas rights
      but not to include surface rights for most of the property. The location of
      said
      2,200 acres of land, more or less, is estimated as depicted on plat marketed
      Exhibit “B” attached hereto and made a part hereof.




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            -





**EXHIBIT
      “B” TO**


**PURCAHSE
      AND SALE AGREEMENT DATED FEBRUARY 1, 2006**


**CODEAMERICA
      INVESTMENTS, LLC (“SELLER”), and**


**WHARTON
      RESOURCES LP (“PURCHASER”)**









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            -





**EXHIBIT
      “C” TO**


**PURCHASE
      AND SALE AGREEMENT DATED FEBRAURY 1, 2006**


**CODEAMERICA
      INVESTMENTS, LLC (“SELLER”), and**


**WHARTON
      RESOURCES LP (“PURCHASER”)**








**ASSIGNMENT
      OF OIL, GAS AND MINERAL LEASE**


**BAXTER
      BLEDSOE PROSPECT**


**CLAY
      COUNTY, KENTUCKY**








**THE
      STATE OF KENTUCKY** **§**





**COUNTY
      OF CLAY** **§**







This
      ASSIGNMENT OF OIL GAS AND MINERAL LEASE made effective this 1 st day of
      February, 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 Clay County, Kentucky,
      to wit.




1.
      Oil
      and Gas Lease between Baxter Bledsoe, Jr., as Lessor and CodeAmerica Investments
      LLC, as Lessee recorded in Deed Book 192, Page 602, of the Official Records
      of
      Clay County, Kentucky.






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 and an
      associated 68% net revenue interest (68% ** of
      8/8 of
      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





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            8
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Without
      limitation or expansion of the foregoing special warranty of title, Assignor
      warrants that:




(1)
      The
      net oil, gas and mineral leasehold estate herein conveyed (after deduction
      of
      royalty, overriding royalty, and other royalty) is a Sixty-Eight Percent (68%)
      net revenue interest;




(2)
      That
      all rentals and royalties currently payable under the leases have been
      paid;




(3)
      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; and




(4)
      That
      Assignor has the corporate right and authority to sell and convey the same.







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.











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