STOCK
PURCHASE AGREEMENT

    


    


    THIS
STOCK PURCHASE AGREEMENT (“Agreement”), dated as of
[__________] [___], 2008, is by and between [_________________], an adult individual residing
in the State/Province of [_____________] ("Purchaser"), and ST. JOSEPH INC., a Colorado
corporation (“Seller”)
(collectively, the “Parties”).

    


    WITNESSETH

    


    WHEREAS,
Seller has offered for sale to Purchaser shares of common stock of Seller (the
"Shares") at a purchase
price of $0.05 per Share as part of a private placement of its stock to
“accredited investors” only (as that term is defined in SEC Rule 501) described
in the term sheet for such private placement (the “Term Sheet’).

    


    WHEREAS,
Seller desires to sell to Purchaser and Purchaser desires to purchase from
Seller, [_________] Shares upon the terms and conditions set forth
herein.

    


    NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the Parties hereto as
follows:

    


    ARTICLE
1

    


    SALE
AND PURCHASE OF THE SHARES

    


    1.1                      Sale of the Shares.
Upon execution of this Agreement (the "Closing"), subject to the
terms and conditions herein set forth, and on the basis of the representations,
warranties and agreements herein contained, Seller shall sell to Purchaser, and
Purchaser shall purchase from Seller, the Shares.

    


    1.2           Instruments of Conveyance
and Transfer.  As soon as practicable after the Closing, Seller
shall deliver a certificate or certificates representing the Shares of Seller to
Purchaser sufficient to transfer all right, title and interest in the Shares to
Purchaser.

    


    1.3           Consideration and Payment
for the Shares.  In consideration for the Shares, Purchaser
shall pay a purchase price of a total of [____________________]
($[__________USD]) ($0.05 per Share) (“Purchase
Price”).

    


    


    
      
         

      

      
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    ARTICLE
2

    


    REPRESENTATIONS
AND COVENANTS OF SELLER AND PURCHASER

    


    2.1           Seller
hereby represents and warrants that:

    


    (a)           The
Shares issued hereunder have been duly authorized by the appropriate corporate
action of Seller.

    


    (b)           Seller
shall transfer title, in and to the Shares to Purchaser 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.

    


    (c)           As
soon as practicable after the Closing Date, Seller shall deliver to Purchaser a
certificate or certificates representing the Shares subject to no liens,
security interests, pledges, encumbrances, charges, restrictions, demands or
claims in any other party whatsoever, except as set forth in the legend on the
certificate, which legend shall provide substantially as follows:

    


    THE
SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.  THE SHARES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

    


    (d)           Purchaser
acknowledges that the Shares will initially be “restricted securities” (as such
term is defined in Rule 144 promulgated under the Securities Act of 1933, as
amended (“Rule 144"), that the  Shares will include the foregoing
restrictive legend, and, except as otherwise set forth in this Agreement, that
the Shares cannot be sold unless registered with the United States Securities
and Exchange Commission (“SEC”) and qualified by
appropriate state securities regulators, or unless Purchaser obtains written
consent from Seller and otherwise complies with an exemption from such
registration and qualification (including, without limitation, compliance with
Rule 144).

    


    (e)           Purchaser
acknowledges and agrees that Seller makes no other representations or warranties
with respect to the Shares or the Seller.

    


    
      
         

      

      
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    2.2           Purchaser
represents and warrants to Seller as follows:

    


    (a)           Purchaser
has adequate means of providing for current needs and contingencies, has no need
for liquidity in the investment, and is able to bear the economic risk of an
investment in the Shares offered by Seller of the size
contemplated.  Purchaser represents that Purchaser is able to bear the
economic risk of the investment and at the present time could afford a complete
loss of such investment.  Purchaser has had a full opportunity to
inspect the books and records of the Seller and to make any and all inquiries of
Seller officers and directors regarding the Seller and its business as Purchaser
has deemed appropriate.

    


    (b)           Purchaser
is an “Accredited
Investor” as defined in Regulation D of the Securities Act of 1933 (the
“Act”) or Purchaser,
either alone or with Purchaser’s professional advisers who are unaffiliated
with, have no equity interest in and are not compensated by Seller or any
affiliate or selling agent of Seller, directly or indirectly, has sufficient
knowledge and experience in financial and business matters that Purchaser is
capable of evaluating the merits and risks of an investment in the Shares
offered by Seller and of making an informed investment decision with respect
thereto and has the capacity to protect Purchaser’s own interests in connection
with Purchaser’s proposed investment in the Shares.  Purchaser has
accurately completed the Certificate of Accredited Status attached as Exhibit
A.

    


    (c)           Purchaser
is acquiring the Shares solely for Purchaser’s own account as principal, for
investment purposes only and not with a view to the resale or distribution
thereof, in whole or in part, and no other person or entity has a direct or
indirect beneficial interest in such Shares.

    


    (d)           Purchaser
will not sell or otherwise transfer the Shares without registration under the
Act or an exemption therefrom and fully understands and agrees that Purchaser
must bear the economic risk of Purchaser’s purchase for an indefinite period of
time because, among other reasons, the Shares have not been registered under the
Act or under the securi­ties laws of any state and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless they are subsequently
registered under the Act and under the applicable securities laws of such states
or unless an exemption from such registration is available.

    


    (e)           Purchaser
had an opportunity (i) to discuss the Seller's business, management and
financial affairs with management of the Seller and (ii) to review the Seller's
operations and facilities.

    


    (f)           Purchaser
has received and read the Term Sheet.

    


    
      
         

      

      
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    ARTICLE
3

    


    GENERAL
PROVISIONS

    


    3.1           Entire
Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understandings related to the subject matter hereof.  No
understanding, promise, inducement, statement of intention, representation,
warranty, covenant or condition, written or oral, express or implied, whether by
statute or otherwise, has been made by any party hereto which is not embodied in
this Agreement or the written statements, certificates, or other documents
delivered pursuant hereto or in connection with the transactions contemplated
hereby, and no party hereto shall be bound by or liable for any alleged
understanding, promise, inducement, statement, representation, warranty,
covenant or condition not so set forth.

    


    3.2           Notices.  Any
notice, request, instruction, or other document required by the terms of this
Agreement, or deemed by any of the parties hereto to be desirable, to be given
to any other party hereto shall be in writing and shall be given by facsimile,
personal delivery, overnight delivery, or mailed by registered or certified
mail, postage prepaid, with return receipt requested, to the following
addresses:

    


    
      
        	
                
                

              	
                If
      to the Seller: 

              	
                St.
      Joseph, Inc.

              


      

    

    4870 S.
Lewis, Suite 250,

    Tulsa, OK
74105

    Fax:
(918) 749-0555

    Attn:  
Gerry McIlhargey

    President

    


    


    
      	
              
              

            	
              If
      to Purchaser:

            	
              [_____________________]

            


    

    [_____________________]

    [_____________________]

    Fax: (___) _____________

    


    The
persons and addresses set forth above may be changed from time to time by a
notice sent as aforesaid.  If notice is given by facsimile, personal
delivery, or overnight delivery in accordance with the provisions of this
Section, said notice shall be conclusively deemed given at the time of such
delivery.  If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed given seven
days after deposit thereof in the United States mail.

    


    3.3           Waiver and
Amendment.  Any term, provision, covenant, representation,
warranty or condition of this Agreement may be waived, but only by a written
instrument signed by the party entitled to the benefits thereof.  The
failure or delay of any party at any time or times to require performance of any
provision hereof or to exercise its rights with respect to any provision hereof
shall in no manner operate as a waiver of or affect such party's right at a
later time to enforce the same.  No waiver by any party of any
condition, or of the breach of any term, provision, covenant, representation or
warranty contained in this Agreement, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such
condition or breach or waiver of any other condition or of the breach of any
other term, provision, covenant, representation or warranty.  No
modification or amendment of this Agreement shall be valid and binding unless it
be in writing and signed by all parties hereto.

    


    
      
         

      

      
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    3.4           Choice of
Law.  This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
Nevada including all matters of construction, validity, performance, and
enforcement and without giving effect to the principles of conflict of
laws.

    


    3.5           Jurisdiction.  The
parties submit to the jurisdiction of the Courts of the County of Tulsa, State
of Oklahoma or a Federal Court empaneled in the State of Oklahoma for the
resolution of all legal disputes arising under the terms of this Agreement,
including, but not limited to, enforcement of any arbitration
award.

    


    3.6           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

    


    3.7           Attorneys'
Fees.  Except as otherwise provided herein, if a dispute should
arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee
arrangement.

    


    3.8           Taxes.  Any
income taxes required to be paid in connection with the payments due hereunder,
shall be borne by the party required to make such payment.  Any
withholding taxes in the nature of a tax on income shall be deducted from
payments due, and the party required to withhold such tax shall furnish to the
party receiving such payment all documentation necessary to prove the proper
amount to withhold of such taxes and to prove payment to the tax authority of
such required withholding.

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date
first written hereinabove.

    


    SELLER

    


    St. Joseph, Inc.,

    a
Colorado corporation

    


    


    


    __________________________________________

    By: Gerry
McIlhargey

    Its:
President and CEO

    


    PURCHASER

    


    Print
Name:                                                                            .                                                                           

    


    


    __________________________________________

    [Signature]

    


    
      
         

      

      
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    EXHIBIT
A

    


    CERTIFICATION
OF ACCREDITED INVESTOR STATUS

    


    I, hereby
represent and warrant to Seller that I am an “accredited investor” as that term
is defined in Rule 501 of Regulation D of the Securities Act of 1933 because I
meet the following criteria:

    


    PLEASE
CHECK ONE:

    


    I.    If
I am an individual, I certify that I am an "accredited investor"
because:

    


    
      	
               
      

            	
              _______
      I had an individual income of more than $200,000 in each of the two most
      recent calendar years, and I reasonably expect to have an individual
      income in excess of $200,000 in the current calendar year; or my spouse
      and I had joint income in excess of $300,000 in each of the two most
      recent calendar years, and we reasonably expect to have a joint income in
      excess of $300,000 in the current calendar
year.

            


    

    


    
      	
               
      

            	
              OR

            


    

    
      	
               
      

            	
              _______
      I have an individual net worth, or my spouse and I have a joint net worth,
      in excess of $1,000,000 (including home and personal
      property).

            


    

    


    
      II. 
If
Purchaser is a corporation, partnership, employee benefit plan or IRA, it
certifies as follows:

    

    


    A.  Has
the subscribing entity been formed for the specific purpose of investing in the
Securities?

    


    �   YES                                                                                                      
       �  NO

    


    If your
answer to question A is "No" CHECK whichever of the following statements (1-5)
is applicable to you.  If your answer to question A is "Yes" the
subscribing entity must be able to certify to statement (B) below in order to qualify
as an "accredited investor".

    


    The
undersigned entity certifies that it is an "accredited investor" because it
is:

    


    1.  _______ an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, provided that the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such Act, and the
plan fiduciary is a bank, savings and loan association, insurance company or
registered investment adviser; or

    


    2.  _______ an
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 that has total assets in excess of
$5,000,000; or

    


    3. _______ each of its
shareholders, partners, or beneficiaries meets at least one of the following
conditions described above under Individual Accredited Investor
Status.  Please also CHECK the appropriate space in that section;
or

    


    
      
         

      

      
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    4. _______ the plan is a
self directed employee benefit plan and the investment decision is made solely
by a person that meets at least one of the conditions described above under
Individual Accredited Investor Status; or

    


    5. _______ a corporation,
a partnership or a Massachusetts or similar business trust with total assets in
excess of $5,000,000.

    


    
      B.   
If the
answer to Question A above is "Yes," please certify the statement below is
true and correct:

    

    


    _______
The undersigned entity certifies that it is an accredited investor because each
of its shareholder or beneficiaries meets at least one of the following
conditions described above under Individual Accredited Investor
Status.  Please also CHECK the appropriate space in that
section.

    


    
      III.   If
Purchaser is a Trust, it certifies as follows:

    

    


    A.    
Has the subscribing entity been formed for the specific purpose of investing in
the Securities?

    


    �   YES                                                                            �                
                          NO

    


    If your
answer to question A is "No" CHECK whichever of the following statements
(1-3) is applicable to the subscribing entity.  If your answer to
question A is "Yes" the subscribing entity must be able to certify to the
statement (3) below in
order to qualify as an "accredited investor".

    


    The
undersigned trustee certifies that the trust is an "accredited investor"
because:

    


    _______1) the trust has total
assets in excess of $5,000,000 and the investment decision has been made by a
"sophisticated person"; or

    


    _______2) the trustee making the
investment decision on its behalf is a bank (as defined in Section 3(a)(2)
of the Act), a saving and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, acting in its fiduciary capacity;
or

    


    _______3) the undersigned trustee
certifies that the trust is an accredited investor because the grantor(s) of the
trust may revoke the trust at any time and regain title to the trust assets and
has (have) retained sole investment control over the assets of the trust and the
(each) grantor(s) meets at least one of the following conditions described above
under Individual Accredited Investor Status.  Please also CHECK the
appropriate space in that section.

    


    I further
certify that I am a “qualified investor” with such knowledge and experience in
financial and business matters that I am capable of evaluating the merits and
risks of prospective investments.

    


    
      
         

      

      
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    I
understand that St. Joseph, Inc. will rely on the representations that I am
making in this Certificate in order to ensure compliance with Federal and state
securities laws.  I agree to indemnify and hold harmless St. Joseph,
Inc. and any agents from any damages arising from their detrimental reliance on
any false statement that I make in this Certificate.

    


    Print
Name:                                                                                                           

    


    


    __________________________________________________________

    Signature

    


    __________________________________________________________

    Address

    


    __________________________________________________________

    Address

    


    __________________________________________________________

    Telephone
Number

    


    __________________________________________________________

    Facsimile
Number

    


    __________________________________________________________

    Social
Security/Tax I.D. Number

     

    
      
         

      

      
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