St.
      Joseph, Inc.

    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.

     

    

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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 ___ 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:

            	
               

            	 


    

    


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