St.
      Joseph, Inc.

    4870
      S.
      Lewis, Suite 250

    Tulsa,
      OK
      74105

    (918)
      742-1888

    


    December
      31, 2007

    


    Attn:
      ___________________

    _______________________

    _______________________
      

    _______________________

    


    Re:
      Series B Preferred Stock of St. Joseph, Inc. (the “Company,” “we,” “us” or
“our”)

    


    Dear
      ______________,

    


    The
      Company is offering the holders of our Series B Preferred Stock (the “Series B
      Stock”) the opportunity to convert all such stock, valued at $1.20 per share
      (pursuant to to the terms of the applicable Certificate of Designation), and
      all
      accrued unpaid interest on such stock, 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 owner of record of ________ shares of Series B
      Stock (the “Series B Stock”), valued at $________ (pursuant to the terms of the
      applicable Certificate of Designation), with accrued, unpaid dividends of
      $________ as of December 31, 2007 for a total balance of $_________. If you
      accept our offer, you will receive _______ shares of our common stock (the
      “Common Stock”) and will have no further rights to the Series B Stock or to any
      dividends thereon. 

    


    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, together, with
      your
      original stock certificate 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.

     

    ST.
      JOSEPH, INC. SERIES B OFFER LETTER

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      1of
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              Yours
                Truly

            
	 	 
	 	
              ST.
                JOSEPH, INC.

            
	 	
              A
                Colorado corporation

            
	 	 
	 	 	
            
	 	
              By:
                Gerald McIlhargey

            
	 	
              Its:
                Acting President

            


    

    


    ACCEPTANCE
      OF OFFER

    


    The
      undersigned holder of Series B Stock (the “Holder”) accepts the offer on the
      terms stated above. The Holder agrees and represents that it is the sole owner
      of the Series B Stock and is hereby transferring this stock 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:

              	 	 
	 	
                Its:

              	 	 


      

    

    
       

      ST.
        JOSEPH, INC. SERIES B OFFER LETTER

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