Exhibit
        - Georgia Exploration, Inc. Form 10-QSB
  10.4   
        Assignment of Oil, Gas and Mineral Leases effective April 28, 2006 by and
        between CodeAmerica Investments, LLC and
        Wharton Resources LP for its oil and gas lease interests located in Wharton
        County, Texas.
  ASSIGNMENTOF
        OIL,
        GAS AND MINERAL LEASES
 **THE
                      STATE OF TEXAS**
                  
                  **§****COUNTY
                      OF WHARTON**
                  
                  **§**
  This assignment
          of oil gas and mineral leases made
          effective the 28th day of
          April
          2006 (the effective date), 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 its interests in all existing and after
        acquired oil
        and
        gas lease interests (collectively referred as the Oakcrest Prospect) located
        in
        Wharton County, Texas.
  TO
        HAVE
        AND TO HOLD the oil, gas and mineral leases 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 its working interests and its associated net
        revenue interests for the
        oil,
        gas and other minerals that may be produced and saved from the lands covered
        by
        the oil, gas and mineral leases assigned herein.
  Without
        limitation or expansion of the foregoing special warranty of title, as of
        the effective
        date Assignor warrants that:
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  (1)  The
        net
        oil, gas and mineral leasehold estate herein conveyed are interests held
        by the
        Assignor;
  (2)  That
        all
        rentals and royalties payable under the leases have been paid;
  (3)  That
        the
        leases are in full force and effect, and are 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 30 th day of
        September 2006.
  
 /s/
                  Wm M. CoxWm
                  Milton CoxCodeAmerica
                  Investments, LLC“Assignor”
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