St. Joseph, Inc.
St.
Xxxxxx, Inc.
0000
X.
Xxxxx, Xxxxx 000
Tulsa,
OK
74105
(918)
742-1888
December
31, 2007
________________________
________________________
________________________
Re:
Note
Conversion of St. Xxxxxx, Inc. (the “Company,” “we,” “us” or “our”)
Dear
______________,
The
Company is offering the note holders of St. Xxxxxx, 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 0000 X. Xxxxx, Xxxxx 000, Xxxxx, XX 00000 by December 31,
2007. Please retain the second copy for your records.
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Yours
Truly
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ST.
XXXXXX, INC.
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A
Colorado corporation
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By:
Xxxxxx XxXxxxxxxx
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Its:
Acting President
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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:
_____________
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By:
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