St. Joseph, Inc. 4870 S. Lewis, Suite 250 Tulsa, OK 74105 ###-###-####

4870 S. Lewis, Suite 250

Tulsa, OK 74105

(918) 742-1888

December 31, 2007

________________________

________________________

________________________

Re: Note Conversion of St. Joseph, Inc. (the “Company,” “we,” “us” or “our”)

Dear ______________,

The Company is offering the note holders of St. Joseph, Inc. the opportunity to convert principle and accrued interest into shares of our common stock effective December 31, 2007 at a conversion price of $0.30 for each share of common stock.

________________ (the “Holder,” or “you”) is the holder of ___ notes dated _________________ for $______ and $_____ interest and _________________ for $_________ and $_____ interest. If you accept our offer, you will receive a total of _______ shares of our common stock (the “Common Stock”) and will have no further rights to the notes.

The Common Stock will initially be “restricted securities” (as such term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (“Rule 144"), and cannot be sold unless registered with the SEC and registered with or qualified by appropriate state securities regulators, or otherwise in compliance with an exemption from such registration and qualification (including, without limitation, compliance with Rule 144).

This offer shall expire on December 31, 2007, but may be earlier terminated, extended or otherwise modified by us in our sole discretion without prior notice.

We are providing you with two copies of this letter. If you with to accept this offer, please sign your acceptance below and return a signed copy, to the Company at it offices located at 4870 S. Lewis, Suite 250, Tulsa, OK 74105 by December 31, 2007. Please retain the second copy for your records.

 

 

Yours Truly
ST. JOSEPH, INC.
A Colorado corporation
By: Gerald McIlhargey
Its: Acting President

 

The undersigned holder of ___ notes (the “Holder”) accepts the offer on the terms stated above. The Holder agrees and represents that it is the sole owner of the notes and is hereby transferring the notes to the Company free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent. The Holder further agrees that the Company has not made any representations and warranties regarding the Company or any of its securities other then those stated herein.

 

Date: _____________
By:

Page 2 of  2