AGREEMENT AND PLAN OF ACQUISITION

AGREEMENT AND PLAN OF ACQUISITION

between
UNITED ECOENERGY CORP.
and

EPIC WOUND CARE, llc

Dated

May19, 2009

AGREEMENT AND PLAN OF ACQUISITION ("Agreement") dated as of May 19, 2009 between United EcoEnergy Corp., a Nevada corporation (“UEEC”), and Epic Wound Care LLC, a Nevada limited liability company (“Epic”)

RECITALS

WHEREAS, the Board of Directors or Managers of each of UEEC and Epic deem it advisable for the general welfare of Epic and its members, that UEEC acquire the operating assets and businesses of Epic hereafter identified; and

WHEREAS, as a business development company under the Investment Company Act of 1940, UEEC deems it appropriate that the operating assets and businesses of Epic to be acquired by UEEC be acquired by a new corporation formed by UEEC for the purpose (sometimes herein referred to as the “Company”) by the issue of shares of UEEC to the members of Epic or to their designees (collectively “Sellers”) as a portfolio investment of UEEC;

NOW, THEREFORE, UEEC, Epic and Company agree that the assets and business of Epic as hereafter identified (the “Assets”) shall be transferred to the Company in exchange for shares in UEEC to be issued to Sellers, that UEEC shall hold all of the issued and outstanding shares of Company, and that the terms and conditions of the acquisition and the manner of carrying it into effect shall be as follows:

ARTICLE 1:      THE STOCK ACQUISITION

1.1      Acquisition . At the Effective Time (as defined in Section 1.2), upon the terms and subject to the conditions of this Agreement, UEEC shall hold all of the issued and outstanding shares of Company and Company shall acquire all of the Assets of Epic in exchange for a total of up to Thirty Million (30,000,000) shares of the common stock of UEEC (the “Shares”) on the terms and conditions hereafter set forth. This Agreement shall be submitted to the Boards of Directors of UEEC and Epic in the manner prescribed by, and if required by, applicable laws and, if applicable, approved at shareholder meetings called for that purpose or by written consents in lieu of meetings.

1.2      Transfer of Shares . UEEC shall cause to be issued at Closing stock certificates for a total of 30,000,000 shares of the common stock of UEEC, on the following basis:

1.2.1      Initial Issue and Transfer . At Closing, UEEC shall issue to Sellers certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, and Epic shall transfer and convey to the Company all of the Assets of Epic.

1.2.2.      Second Issue and Transfer .     At Closing, UEEC shall issue to the escrow agent to be named by the Parties at Closing, certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, which shares shall be released by the escrow agent within five (5) business days after the first to occur of (i) the closing bid price for UEEC common stock on the trading market on which such stock is then trading is $1.25 per share for any thirty (30) consecutive trading days or (ii) the Company earns cumulative gross revenues from operations of $2,000,000 or more in the first twelve (12) full calendar months after Closing; provided, however, that if neither condition has been met by the 15 ^th day of the thirteenth month after Closing, then the Shares under this Section 1.2.2 shall be returned by the escrow agent to UEEC, shall be cancelled, and Sellers shall have no further claim to any such Shares.

1.2.3      Third Issue and Transfer .     UEEC shall issue to the escrow agent to be named by the Parties at Closing, certificates for a total of 10,000,000 Shares, in such names and in such amounts as Sellers shall designate before Closing, which shares shall be released by the escrow agent within five (5) business days after the first to occur of (i) the Company earning cumulative gross revenues from operations of $5,000,000 or more in any consecutive period of twelve full calendar months after Closing, and (ii) the date which is eighteen (18) calendar months after the date of Closing; provided, however, that if the condition listed in Section 1.2.3(i) has not occurred by the date which is eighteen (18) calendar months after the date of Closing, then only 5,000,000 of the 10,000,000 Shares held in escrow shall be released to Sellers if the Company does not then hold 100 percent of the exclusive rights to develop, distribute, market and sell the product known as Prestich, and the remaining 5,000,000 Shares shall be returned by the escrow agent to UEEC, shall be cancelled, and Sellers shall have no further claim to any such Shares.

1.2.4. Early Release from Escrow . In the event that UEEC sells the stock of the Company acquired hereunder, or substantially all of the assets of the Company, for an amount greater than $15 million in total consideration, then any Shares still held in escrow at the closing of such a transaction under Articles 1.2.2 or 1.2.3 shall be released to Sellers by the escrow agent.

1.2.5      Restrictions on Re-sale . For purposes of Article 1.2.4, UEEC agrees that, for a period of twelve (12) months after Closing, it will not sell, convey or transfer the assets of the Company, or sell, convey or transfer the stock of the Company acquired hereunder, for a total consideration of less than $30 million without the prior consent of Sellers.

1.2.6.      Voting of Escrow Shares . The Shares shall be held by a mutually agreed upon escrow agent,  agreed upon between UEEC and Epic at or before Closing. For all purposes in which shareholders of UEEC are entitled to vote on any matter, the Shares held by the escrow agent under Articles 1.2.2 and 1.2.3 shall vote as directed by written instructions delivered by the Chairman and CEO of UEEC to the escrow agent, and Sellers shall have no rights to vote such Shares until the Shares are released by the escrow agent.

1.3      Effective Time; Closing . Immediately upon the execution of this Agreement by Epic and the execution and adoption of this Agreement by the Boards of Directors of Company, Epic and UEEC, and the satisfaction or waiver of the conditions set forth in Article 5 (the last date of such execution, satisfaction or waiver being the " Effective Time "), the parties hereto shall, within ten (10) days of the Effective Time, cause the Asset acquisition to be consummated by executing and delivering the acquisition documents as provided herein, and the parties shall take all such other and further actions as may be required by law to cause the Asset acquisition to become effective immediately (the “ Closing ”). The parties anticipate that the Closing shall be on or before May 31, 2009.

1.4      Effect of the Acquisition . At and after the Closing, Company shall continue as a separate corporate entity and as a wholly owned subsidiary of UEEC, all of the business, property, rights, privileges, powers and franchises of Epic and all debts, liabilities and duties of Epic, shall be transferred to and continue in the Company.

1.5      Articles of Incorporation; By-Laws; Directors and Officers .

(a)     At the Effective Time, the Articles of Incorporation of Company as in effect immediately before the Effective Time shall continue as the Articles of Incorporation of Company until thereafter amended as provided by law.

(b)     At the Effective Time, the By-Laws of Company, as in effect immediately before the Effective Time, shall continue as the By-Laws of Company until thereafter amended as provided by law, the Articles of Incorporation of Company and such By-Laws.

(c)     The board of directors of Company after the Effective Time shall be elected by written consent action of UEEC as the sole shareholder of Company entitled to vote thereon in lieu of an Annual or Special Meeting of Shareholders, to serve until their successors are duly elected or appointed and shall qualify. The officers of Company shall thereafter be elected by the newly elected Board of Directors and shall serve until their successors are duly elected or appointed and shall qualify.

ARTICLE 2:      ASSETS

2.1       Working Capital Amount . The Assets to be acquired from Epic shall include all of the assets used inor necessary to the operationof the business or propsed business of Epic, and shall include the assets identified on Schedule 2.1.

2.2      Debt Assumption .     All outstanding liabilities and expenses for operations of Company, and its predecessor in interest as listed on Schedule “2.2”, shall be currently reflected on the financial records of Company at Closing and will be paid in due course by Company. There will be no other liabilities and debts of Company not reflected on Schedule “2.2”.

Article 3: REPRESENTATIONS AND WARRANTIES OF UEEC

UEEC represents and warrants to, and agrees with, Epic as follows:

3.1      Organization .     UEEC is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with its principal place of business located in Florida. UEEC has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. UEEC is duly qualified to do business and in good standing as a foreign corporation in each other jurisdiction, if any, in which its property or business makes such qualification necessary.

3.2      Authority Relative to this Agreement . UEEC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of UEEC and no other corporate proceedings on the part of UEEC are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by UEEC and constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

3.3      No Conflict; Required Filings and Consents .

(a)     The execution and delivery of this Agreement by UEEC does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to UEEC or by which its properties are bound or affected, (ii) violate or conflict with either the Articles of Incorporation or By-Laws of UEEC or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or cancellation of, or result in the creation of a lien on any of the properties of UEEC pursuant to any contract to which UEEC is a party or by which UEEC or any of its respective properties is bound or affected.

(b)     UEEC is not required to submit any notice, report or other filing with any governmental entity or regulating body, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any governmental entity or regulatory body, domestic or foreign, is required to be obtained or made by UEEC in connection with its execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

3.4      Capitalization . As of the Closing, UEEC shall have authorized capital stock of 150,000,000 shares of common stock, of which 34,710,537 shares of common stock will be issued and outstanding at the Effective Date, not including the shares to be issued under this Agreement, and 5,000,000 shares of preferred stock, of which no shares are issued and outstanding. All the outstanding shares of capital stock of UEEC have been duly authorized and are validly issued, and non-assessable.

3.5      Transfer Restrictions .     There are no restrictions on the transfer of shares of capital stock of UEEC other than those imposed by relevant federal and state securities laws and as otherwise contemplated by this Agreement. The offer and sale of all capital stock and other securities of UEEC issued before the date hereof and to be issued hereafter complied with or were exempt or will comply with or be exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto. UEEC does not have outstanding, and has no obligation to grant or issue, any “phantom stock” or other right measured by the profits, revenues or results of operations of UEEC or any portion thereof; or any similar rights.

3.6      Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to UEEC is pending or threatened against UEEC, and no governmental entity or regulatory body has advised UEEC of an intention to conduct the same. There is no claim, action, suit, investigation or proceeding pending or threatened against or affecting UEEC at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by UEEC pursuant to this Agreement. As of the date hereof, UEEC is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to UEEC.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF EPIC

Epic represents and warrants to, and agrees with, UEEC as follows:

4.1      Organization . Epic is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite power and authority to own, lease and operate its business and properties and to carry on its business as now being conducted by Epic, inluding the Assets. Epic will be duly qualified to do business in and in good standing as a foreign corporation in each jurisdiction in which property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary. Epic has heretofore delivered to or will deliver to UEEC true, accurate and complete copies of its Articles of Formation and other governing documents as in effect on the date hereof and minutes of all meetings of members and managers of Epic held through and including the date of this Agreement and through the Effective Date. Epic is not in violation of any of the provisions of its Articles of Formation and other governing documents.

4.2      Authority Relative to this Agreement . Epic has or will have full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the members and managers of Epic, and no other proceedings are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Epic and constitutes a valid and binding agreement, enforceable against them in accordance with its terms.

4.3      No Conflict; Required Filings and Consents .

(a)     The execution and delivery of this Agreement by Epic does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with or violate any law, regulation, court order, judgment or decree applicable to Epic, or by which its properties are bound or affected, (ii) violate or conflict with either the Articles of Formation or other governing documents of Epic or (iii) result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination or cancellation of, or result in the creation of a lien on any of the properties of Epic pursuant to any contract to which Epic is a party or by which Epic, or any of its respective properties is bound or affected.

(b)     Epic is not required to submit any notice, report or other filing with any governmental entity or regulating body, domestic or foreign, in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby. No waiver, consent, approval or authorization of any governmental entity or regulatory body, domestic or foreign, is required to be obtained or made by Epic in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.

4.4           Financial Statements .

(a)     The balance sheets of Epic, as of December 31, 2008 and April 30, 2009 (the “ Epic Balance Sheets ”), and the related statements of income and retained earnings for the periods ending December 31, 2008 and April 30, 2009 (the “ Epic Financial Statements ”), will be prepared by Epic and UEEC and derived from the financial statements of MedSpring (the predecessor to Epic) and such other sources as Epic and UEEC agree, prior to and as a condition to Closing, and Epic and UEEC will be satisfied that they fairly present the financial condition of Epic as of said dates and the results of their operations for the periods then ended, in conformity with GAAP consistently applied for the periods covered.

(b)     Epic will deliver to UEEC at Closing, Interim Financial Statements which fairly present the financial condition of Epic, as of the Effective Time and since April 30, 2009 and the results of their operations for the periods then ended, in conformity with GAAP consistently applied for the periods covered.

4.45      Real and Personal Property . Epic does not own any real property. Epic, has good and marketable title to, or valid leasehold interests in, all other assets used or held for use in the conduct of its business, including the Assets. All of the Assets owned or leased by Epic are in all material respects in good condition and repair, ordinary wear and tear excepted, and well maintained. There are no material capital expenditures currently contemplated or necessary to maintain the current business of Epic.

4.6      Absence of Undisclosed Liabilities . Except to the extent reflected or reserved against in the Epic Interim Financial Statements, Epic will not have at the Effective Time any liabilities or obligations (secured, unsecured, contingent or otherwise) of a nature customarily reflected in a corporate balance sheet prepared in accordance with generally accepted accounting principles (" Liabilities ")

4.7      Absence of Certain Changes . Since April 30, 2009, (i) there has been no material adverse change in the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of Epic and (ii) nothing has occurred relative to the business or prospects of Epic which would have a material adverse effect on their future business.

4.8      Litigation. No investigation or review by any governmental entity or regulatory body, foreign or domestic, with respect to Epic is pending or threatened and no governmental entity or regulatory body has advised Epic of an intention to conduct the same. There is no claim, action, suit, investigation or proceeding pending or threatened against or affecting Epic at law or in equity or before any federal, state, municipal or other governmental entity or regulatory body, or which challenges the validity of this Agreement or any action taken or to be taken by Epic pursuant to this Agreement. As of the date hereof, Epic is not subject to, nor is there in existence, any outstanding judgment, award, order, writ, injunction or decree of any court, governmental entity or regulatory body relating to Epic.

4.9      Contracts .

(a)     Epic has provided UEEC with copies of all material contracts, agreements, leases, licenses, arrangements, commitments, sales orders, purchase orders or any claim or right or any benefit or obligation arising thereunder or resulting therefrom and currently in effect, whether oral or written to which Epic is a party (“ Contracts ”), including:

(i)     any Contract (or group of related Contracts) for the lease of real or personal property to or from any person providing for lease payments in excess of $1,000 per annum;

(ii)     any Contract (or group of related Contracts) for the purchase or sale of raw materials, commodities, suppl