**S****T.****J****OSEPH,****INC.******
              **4870
                South Lewis, Suite 250**
              **Tulsa,
                OK 74105**
              **Official
                Home Page******










**3/23/2007
                St. Joseph, Inc.**
              **Code
                of Business Conduct and Ethics**




A.
              Scope
  This
        Code
        of Business Conduct and Ethics applies to all St. Joseph, Inc. directors,
        officers, and employees, as well as to directors, officers, and employees
        of
        each subsidiary of St. Joseph, Inc. Such directors, officers, and employees
        are
        referred to herein collectively as the “ Covered Parties.” St. Joseph, Inc. and
        its subsidiaries are referred to herein collectively as the “Company.”
  B.
              Purpose
  The
        Company is proud of the values with which it conducts business. It has and
        will
        continue to uphold the highest levels of business ethics and personal integrity
        in all types of transactions and interactions. To this end, this Code of
        Business Conduct and Ethics serves to:
  1.
              Emphasize
                  the Company’s commitment to ethics and compliance with the law;
 2.
              Set
                  forth basic standards of ethical and legal behavior;
 3.
              Provide
                  reporting mechanisms for known or suspected ethical or legal violations;
 4.
              Help
                  prevent and detect wrongdoing.
  Given
        the
        variety and complexity of ethical questions that may arise in the Company’s
        course of business, this Code of Business Conduct and Ethics serves only
        as a
        rough guide. Confronted with ethically ambiguous situations, the Covered
        Parties
        should remember the Company’s commitment to the highest ethical standards and
        seek advice from supervisors, managers or other appropriate personnel to
        ensure
        that all actions they take on behalf of the Company honor its commitment.
  C.
              Ethical
                  Standards
  1.
              Conflicts
                  of Interest
  A
        conflict of interest exists when a person’s private interests interferes in any
        way with the interests of the Company. A conflict can arise when a Covered
        Party
        takes actions or has interests that may make it difficult to perform his
        or her
        work for the Company objectively and effectively. Conflicts of interest may
        also
        arise when a Covered Party, or members of his or her family receive improper
        personal benefits as a result of his or her position at the Company. Loans
        to,
        or guarantees of obligations of, Covered Parties and their family members
        may
        create conflicts of interest. It is almost always a conflict of interest
        for a
        Covered Party to work simultaneously for a competitor, customer, or supplier.
        Conflicts of interest may not always be clear-cut, so if you have a question,
        you should consult with your supervisor or manager, or, if circumstances
        warrant, the chief financial officer or chief legal officer of the Company.
        Any
        Covered Party who becomes aware of a conflict of interest, or potential conflict
        of interest should bring it to the attention of a supervisor, manager or
        other
        appropriate personnel or consult the procedures described in Section E of
        this
        Code. All directors and executive officers of the Company and the chief
        executive officers and chief financial officers of St. Joseph’s subsidiaries
        shall disclose any material transaction or relationship that reasonably could
        be
        expected to give rise to such a conflict to the Chairman of the Company.
  
  2.
              Corporate
                  Opportunities
  Covered
        Parties are prohibited from taking for themselves opportunities that are
        discovered through the use of corporate property, information or position
        without the consent of the Board of Directors of the Company. No Covered
        Party
        may use corporate property, information or position for improper personal
        gain,
        and no employee may compete with the Company directly or indirectly. Covered
        Parties owe a duty to the Company to advance its legitimate business interests
        whenever possible.
  3.
              Fair
                  Dealing
  Covered
        Parties shall behave honestly and ethically at all times and with all people.
        They shall act in good faith, with due care, and shall engage only in fair
        and
        open competition, by ethically treating competitors, suppliers, customers,
        and
        colleagues. Stealing proprietary information, possessing trade secret
        information that was obtained without the owner’s consent, or inducing such
        disclosures by past or present employees of other companies is prohibited.
        No
        Covered Party should take unfair advantage of anyone through manipulation,
        concealment, abuse of privileged information, misrepresentation of material
        facts, or any other unfair practice. The purpose of business entertainment
        and
        gifts in a commercial setting is to create good will and sound working
        relationships, not to gain unfair advantage with customers. No gift or
        entertainment should ever be offered or accepted by a Covered Party or any
        family member of a Covered Party unless it (i) is consistent with customary
        business practices; (ii) is not excessive in value; (iii) cannot be construed
        as
        a bribe or payoff; and (iv) does not violate any laws or regulations. The
        offer
        or acceptance of cash gifts by any Covered Party is prohibited. Covered Parties
        should discuss with their supervisors, managers, or other appropriate personnel
        any gifts or proposed gifts, which they think, may be inappropriate.
  4.
              Insider
                  Trading
  Covered
        Parties who have access to confidential information are not permitted to
        use or
        share that information for stock trading purposes or for any other purpose
        except the conduct of the Company’s business. All non-public information about
        the Company should be considered confidential information. It is always illegal
        to trade St. Joseph securities while in possession of material, non-public
        information, and it also illegal to communicate or “tip” such information to
        others.
  
  5.
              Confidentiality
  Covered
        Parties must maintain the confidentiality of confidential information entrusted
        to them, except when disclosure is authorized by an appropriate legal officer
        of
        the Company or required by laws and or regulations. Confidential information
        includes all non-public information that might be of use to competitors or
        harmful to the Company or its customers if disclosed. It also includes
        information that suppliers and customers have entrusted to the Company. The
        obligation to preserve confidential information continues even after employment
        ends.
  6.
              Protection
                  and Proper Use of Company Assets
  All
        Covered Parties should endeavor to protect the Company’s assets and ensure their
        efficient use. Theft, carelessness, and waste have a direct impact on the
        Company’s profitability. Any suspected incident of fraud or theft should be
        immediately reported for investigation. The Company’s equipment should not be
        used for non-Company business, though incidental personal use is permitted.
        The
        obligation of Covered Parties to protect the Company’s assets includes its
        proprietary information. Proprietary information includes intellectual property
        such as trade secrets, patents, trademarks, and copyrights, as well as business,
        marketing, and service plans, engineering and manufacturing ideas, designs,
        databases, records, salary information, and any unpublished financial data
        and
        reports. Unauthorized use or distribution of this information would violate
        Company policy. It could also be illegal and result in civil or criminal
        penalties.
  7.
              Compliance
                  with Laws, Rules and Regulations
  Obeying
        the law, both in letter and in spirit, is the foundation on which the Company’s
        ethical standards are built. In conducting the business of the Company, the
        Covered Parties shall comply with applicable governmental laws, rules and
        regulations at all levels of government in the United States and in any non-U.S.
        jurisdiction in which the Company does business.
  
  8.
              Timely
                  and Truthful Public Disclosure
  In
        reports and documents filed with or submitted to the Securities and Exchange
        Commission and other regulators by the Company, and in other public
        communications made by the Company, the Covered Parties involved in the
        preparation of such reports and documents (including those who are involved
        in
        the preparation of financial or other reports and the information included
        in
        such reports and documents) shall make disclosures that are full, fair,
        accurate, timely, and understandable. Where applicable, these Covered Parties
        shall provide thorough and accurate financial and accounting data for inclusion
        in such disclosures. They shall not knowingly conceal or falsify information,
        misrepresent material facts or omit material facts necessary to avoid misleading
        the Company’s independent public auditors or investors.
  9.
              Significant
                  Accounting Deficiencies
  The
        CEO
        and each senior financial officer shall promptly bring to the attention of
        the
        Audit Committee any information he or she may have concerning (a) significant
        deficiencies in the design or operation of internal control over financial
        reporting which could adversely affect the Company’s ability to record, process,
        summarize and report financial data or (b) any fraud, whether or not material,
        that involves management or other employees who have a significant role in
        the
        Company’s financial reporting, disclosures or internal control over financial
        reporting.
  D.
              Waivers
  Any
        waiver of this Code for executive officers or directors may be made only
        by the
        Company’s Board of Directors or its Audit Committee and will be promptly
        disclosed as required by law or stock exchange regulation.
  E.
              Violations
                  of Ethical Standards
  1.
              Reporting
                  Known or Suspected Violations
  The
        Company’s directors, CEO, senior financial officers and chief legal officer
        shall promptly report any known or suspected violations of this Code to the
        Company’s Audit Committee. All other Covered Parties should talk to supervisors,
        managers or other appropriate personnel about known or suspected illegal
        or
        unethical behavior.
  
  2.
              Accountability
                  for Violations
  If
        the
        Company’s Audit Committee or its designee determines that this Code has been
        violated either directly, by failure to report a violation, or by withholding
        information related to a violation, the offending Covered Party may be
        disciplined for non-compliance with penalties up to and including removal
        from
        office or dismissal. Such penalties may include written notices to the
        individual involved that a violation has been determined, censure by the
        Audit
        Committee, demotion or re-assignment of the individual involved and suspension
        with or without pay or penalties and civil liabilities for the offending
        Covered
        Party and the Company. All Covered Parties are expected to cooperate in internal
        investigations of misconduct.
  F.
              Compliance
                  Procedures
  We
        must
        all work together to ensure prompt and consistent action against violations
        of
        this Code. In some situations, however, it is difficult to know if a violation
        has occurred. Because we cannot anticipate every situation that will arise,
        it
        is important that we have a way to approach a new question or problem. Ways
        to
        investigate or ensure that a violation has or has not occurred include the
        following:
  1.
              Make
                  sure all the facts are gathered;
 2.
              Ask
                  yourself, what specifically am I being asked to do and does it
                  seem
                  unethical or improper?;
 3.
              Discuss
                  any questions with a supervisor, manager or other appropriate personnel.