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 ”).

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:

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 ”).

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).

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.

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 un