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 15th 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     ThirdIssue
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 OFEPIC



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)     Thebalance
sheets of Epic, as of December 31, 2008 and April 30, 2009 (the EpicBalance Sheets), and
the related statements of income and retained earnings for the periods ending December 31, 2008 and April 30, 2009
(the EpicFinancial 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, supplies, products,
or other personal property, or for the furnishing or receipt of services, the performance of which will extend over
a period of more than one year, result in a loss to Epic, or involve consideration in excess of $25,000;

(iii)     any
Contract concerning a partnership or joint venture;

(iv)     any
Contract (or group of related Contracts) under which they have created, incurred, assumed, or guaranteed any
indebtedness for borrowed money, or any capitalized lease obligation or under which they have imposed a lien on any
of their assets, tangible or intangible;

(v)     any
Contract concerning confidentiality or non-competition;

(vi)     any
profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or
arrangement for the benefit of their current or former directors, officers, and employees;

(vii)     any
Contract under which they have advanced or loaned any amount to any of their directors, officers, and employees
outside the ordinary course of business;

(viii)     any
Contract under which the consent of the other party thereto is required in connection with the assignment of such
Contract in connection with the transaction contemplated hereby;

(ix)     any
Contract under which the consequences of a default or termination could have a material adverse effect on Company or
Epic; or

(x)     any
other Contract (or group of related Contracts) the performance of which involves consideration in excess of $25,000.

(b)     All
Contracts have been duly authorized and delivered by Epic and any third party thereto, are in full force and effect
against Epic and constitute the valid and binding obligations of Epic and the respective parties thereto enforceable
in accordance with their respective terms.  As to the Contracts, (i) there are no existing breaches or defaults by
Epic, thereunder or by the other parties to such Contracts, (ii) no event, act or omission has occurred or, as a
result of the consummation of the transactions contemplated hereby, will occur which (with or without notice, lapse
of time or the happening or occurrence of any other event) would result in a default  Epic, or give cause for
termination thereof, (iii) none of them will result in any loss to Epic upon completion or performance thereof and
(iv) none of the parties to Contracts have expressed an indication to Epic of their intention to cancel, renegotiate
or exercise or not exercise any option under any such Contracts.

4.10     Intellectual
Property.

(a)     Epic
owns or has the right to use pursuant to license, sublicense, agreement, or permission all (i) inventions (whether
patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents,
patent applications, and patent disclosures, together with all re-issuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, (ii) trademarks, service marks, trade dress, logos, trade names,
and corporate names, together with all translations, adaptations, derivations, and combinations thereof and
including all goodwill associated therewith, and all applications, registrations, and renewals in connection
therewith, (iii) copyrightable works, all copyrights, and all applications, registrations, and renewals in
connection therewith, (iv) mask works and all applications, registrations, and renewals in connection therewith, (v)
trade secrets and confidential business information (including ideas, research and development, know-how, formulas,
compositions, manufacturing and production processes and techniques, technical data, designs, drawings, blueprints,
sketches, storyboards, models, engineering drawings, specifications, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (vi) computer software (including data and related
documentation), (vii) other proprietary rights and know-how, (viii) copies and tangible embodiments of any of the
foregoing (in whatever form or medium) and (ix) licenses and sublicenses granted and obtained with respect thereto,
and rights thereunder (Intellectual Property) necessary for the operation of the businesses
of Epic as now conducted  and as proposed to be conducted by Epic, either directly or indirectly through any
subsidiary or limited liability company in which Epic has a direct or indirect ownership interest.  All of the
Intellectual Property is identified and listed on Schedule 4.10 to this Agreement and will be owned
solely and exclusively by Epic and will be assigned and transferred to the Company at the Effective Date by
appropriate assignments, bills of sale or other instruments, with the consent of any other party thereto to the
assignments necessary to make the assignments fully effective without default or breach of any agreement.

(b)     To
the best of Epics knowledge after due inquiry, Epic has not interfered with, infringed upon, misappropriated
or come into conflict with any Intellectual Property rights of third parties and Epic has never received any charge,
complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation
(including any claim that Epic must license or refrain from using any Intellectual Property rights of any third
party). No third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with
any Intellectual Property rights of Epic.

(c)     With
respect to each item of Intellectual Property owned by Epic:

(i)     Epic
at the Effective Time will possess all right, title, and interest in and to the item, free and clear of any lien,
license, or other restriction;

(ii)     the
item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;

(iii)     no
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the
knowledge of Epic, is threatened which challenges the legality, validity, enforceability, use, or ownership of the
item; and

(iv)     Epichas
never agreed to indemnify any person for or against any interference, infringement, misappropriation, or other
conflict with respect to the item.

(d)     With
respect to each item of Intellectual Property used by Epic pursuant to any license, sublicense, agreement or
permission:

(i)     the
license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full
force and effect, subject generally to the laws of bankruptcy and reorganization;

(ii)     the
license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full
force and effect on identical terms following the consummation of the transactions contemplated hereby;

(iii)     no
party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which
with notice or lapse of time would constitute a breach or default or permit termination, modification, or
acceleration thereunder;

(iv)     no
party to the license, sublicense, agreement, or permission has repudiated any provision thereof;

(v)     with
respect to each sublicense, the representations and warranties set forth in subsections (i) through (iv) above are
true and correct with respect to the underlying license;

(vi)     the
underlying item of Intellectual Property is not subject to any outstanding injunction, judgment, order, decree,
ruling, or charge;

(vii)     no
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or threatened which
challenges the legality, validity, or enforceability of the underlying item of Intellectual Property; and

(viii)     Epic
hasnever granted any sublicense or similar right
with respect to the license, sublicense, agreement, or permission.

(e)     Epic
does not and will not, interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any
Intellectual Property rights of third parties as a result of the continued operation of its businesses as presently
conducted and as presently proposed to be conducted.

4.11     Software.

(a)     Except
with respect to software programs licensed to Epic, Epic is, and at the Effective Time will be, in actual possession
of the source code of each software program used in connection with its business, and Epic is, and at the Effective
Time will be, in possession of all other documentation reasonably necessary for the effective use of each such
software program.

(b)     To
the best of Epics actual knowledge, there are no defects in any of the software offered by Epic in connection
with their business which would in any material and adverse respect affect the functioning of any such software in
accordance with the specifications therefor published by Epic or heretofore provided to any customers or prospective
customers of Epic, and each piece of such software, together with all know-how and processes used in connection
therewith, functions as intended, conforms to all applicable industry standards, contains all current revisions of
such software and includes all computer programs, materials, tapes, know-how, object and source codes and procedures
used by Epic in the conduct of its business.

4.12     Receivables;
Payables.

(a)     All
accounts receivable of Epic which are or will be reflected on the Epic Interim Financial Statements at the Effective
Time will arise in the ordinary course of business out of bona fide sales and deliveries of goods, services or other
business transactions.  All accounts receivables of Epic are reflected properly on its books and records, are valid
receivables subject to no setoffs or counterclaims of which Epic is aware, are current and to the knowledge of Epic,
collectible, and will be collected in accordance with their terms at their recorded amounts. (b)     All
accounts payable (including, without limitation, taxes payable) reflected on the Epic Interim Financial Statements
at the Effective Time and all accounts payable of Epic arising subsequent to the Effective Time, have been, will be
and are being paid in the ordinary course of their business and consistent with past practice.

4.13     Licenses,
Permits and Consents; Compliance with Applicable Law.

(a)     Epic
possesses all licenses and permits which individually or in the aggregate are material to the conduct of the
business of Epic or any of its employees by reason of such employee's activities on behalf of Epic under applicable
law or required by any federal, state, local or foreign governmental entity or regulatory body for the operation of
the business of Epic and all of such listed licenses and permits are in full force and effect as of the date hereof
and will remain in full force and effect following the consummation of the transactions contemplated hereby.  Epic
has not received notice and have no reason to believe, that any appropriate authority intends to cancel or terminate
any of such licenses or permits or that valid grounds for such cancellation or termination currently exist.

(b)     Epic
is not in material violation or breach of any, and the business and operations of Epic comply in all material
respects and are being conducted in accordance with, all material governing laws, regulations and ordinances
applicable thereto and Epic is not in material violation of or in material default under any judgment, award, order,
writ, injunction or decree of any court, arbitration tribunal, governmental entity or regulatory body.

4.14     Insurance.
Epic does not currently maintain insurance.

4.15     Tax
Matters.  Epic has timely filed all required federal, state, local, foreign and other governmental tax returns
and reports required to be filed by them for all taxable periods ending on or before the Effective Time.  As of the
time of filing, such returns and reports were true, complete and correct and were made on a proper basis.  All
federal, state, local and foreign income, unincorporated business, gross receipts, sales, franchise, profits,
property, capital, intangibles, employment, excise or other taxes, fees, stamp taxes, duties, penalties,
assessments, governmental charges or other payments (collectively Taxor Taxes)
for all periods up to and including April 30, 2009 have been duly paid or withheld or are, or will on the date
hereof be, adequately reserved for or withheld in accordance with GAAP applied on a consistent basis and all
federal, state and local tax laws.

4.16     Books
and Records.  The minute books, member certificate books, stock registers and other records of Epic are correct
and complete in all material respects, and the signatures appearing on all documents contained therein are the true
signatures of the persons purporting to have signed the same.

4.17.     Entire
Business.  No portion of the business ofEpic is
conducted by third parties and all of the assets necessary for the conduct of the business ofEpic
as presently conducted are owned by or leased toEpic.
All such assets are exclusively owned or leased and used byEpic and their
customers.

4.18.     Employee
Benefit Plans.  There are no employee benefit plans maintained by Epic.

4.19Suppliers
and Customers.

(a)     Epic
has no knowledge or information or reason to believe that any significant supplier has ceased, or intends to cease,
to sell goods or services to Epic or has substantially reduced, or intends to substantially reduce, the sale of such
goods or services either as a result of the transaction contemplated by this Agreement or otherwise or intends to
sell such goods and services other than on terms and conditions similar to those imposed on prior sales to Epic.

(b)     Epic
has no knowledge that any of its significant customers has ceased, or intends to cease, to purchase goods from Epic
either as a result of the transaction contemplated hereby or otherwise.

4.21     Product
Warranties, Product Return Policies and Service Warranties.  To the best of Epics knowledge, each product
or service developed, sold or provided by Epic has been in conformity with all applicable contractual commitments
and all express and implied warranties, and Epic has and will have no liability for replacement or repair thereof or
other damages in connection therewith.  No product or service developed, sold or provided by Epic  is subject to any
guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease.  There
are no pending and suspected claims or demands nor threatened claims or demands, seeking return, replacement and/or
repair of products pursuant to warranties extended by Epic prior to the Effective Time.

4.22     Employees:
Labor Matters.

(a)     No
officer, employee or consultant of Epic is, or is now anticipated to be, in violation of any material term of any
employment contract, patent disclosure agreement, proprietary information agreement, non-competition agreement,
non-solicitation agreement, confidentiality agreement, or any other similar contract or agreement or any restrictive
covenant, relating to the right of any such officer, employee, or consultant to be employed or engaged by Epic
because of the nature of the business conducted or to be conducted by Epic or relating to the use of trade secrets
or proprietary information of others, and to the knowledge of Epic; the continued employment or engagement of Epics
officers, employees or consultants does not subject Epic to any liability with respect to any of the foregoing
matters.

(b)     No
officer, consultant or key employee of Epic whose termination, either individually or in the aggregate, could have a
material adverse effect on Epic has terminated or will terminate at the Effective Date; or has any present intention
of terminating, his employment or engagement with Epic, nor has any such person been, or been proposed to be
terminated by Epic

(c)     Epic
is not and will not be not a party to any collective bargaining agreements.  There are no unfair labor practice or
employment discrimination or other employment related complaint, grievance or proceeding against either of Epic, or
against any person or entity with respect to any employee of Epic pending or threatened before the National Labor
Relations Board or any federal, state, local or foreign governmental entity or regulatory body.  To the knowledge of
Epic, there is no basis for any such complaint, grievance or proceeding.

(d)     Epic
is in compliance in all material respects with all applicable laws respecting employment and employment practices,
terms and conditions of employment and wages and hours, including all EEOC laws and regulations.  Epic have fully
complied with all applicable provisions of COBRA and have no obligations with respect to any former employees
qualifying beneficiaries thereunder.  Epic enjoy satisfactory relations with its employees and agents.

4.22     Environmental,
Health and Safety Matters.  Epic is not in violation of any applicable statute, law or regulation in any location
in which any of them operate relating to the environment or occupational safety and health, there are no known
environmental claims, actions or causes of action against Epic and no material expenditures will be required in
order to comply with any such statute, law or regulation.

4.23     Absence
of Certain Business Practices.  Epics members, managers, employees or agents nor any other person or entity
or entity acting on their behalf has, directly or indirectly, within the past five (5) years given or agreed to give
any gift or similar benefit to any customer, supplier, governmental employee or other person or entity or entity who
is or may be in a position to help or hinder the business of Epic or assist Epic in connection with any actual or
proposed transaction which (i) might subject Epic to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (ii) might have had a material adverse effect on Epic if not given in the past or (iii)
might materially adversely affect the condition (financial or otherwise), business, assets, liabilities, operations
or prospects of Epic or which might subject Epic to suit or penalty in any private or governmental litigation or
proceeding if not continued in the future.

4.24     Disclosure.
Neither this Agreement nor any certificate delivered in accordance with the terms hereof, or any document or
statement in writing which has been supplied by or on behalf of Epic or by any of Epic 's managers, in connection
with the transactions contemplated hereby, contains any untrue statement of a material fact, or omits any statement
of a material fact necessary in order to make the statements contained herein or therein not misleading.  There is
no fact or circumstances known to, Epic which materially and adversely affects or which may materially and adversely
affect Epics business, prospects or financial condition or their assets, which has not been set forth in this
Agreement, certificates or statements furnished in writing to UEEC in connection with the transactions contemplated
by this Agreement.

4.25     Broker's
or Finder's Fees.There is no investment banker, broker, finder or other
intermediary which has been retained by, or is authorized to act on behalf of,
Epic who might be entitled to any fee or commission
upon the consummation of the transactions contemplated hereby or thereafter.

ARTICLE
5: CONDITIONS TO CONSUMMATION OF THE transaction.

5.1     Conditions
to Obligations of Each Party.  The respective obligations of each party to affect the share exchange are subject
to the satisfaction, at or prior to the Effective Time, of the following conditions:

(a)     This
Agreement shall have been approved and adopted by the requisite affirmative vote or written consent of Epic and UEEC
in accordance with applicable law.

(b)     No
statute, rule, regulation, executive order, decree, judgment or injunction shall have been enacted, entered,
promulgated or be in force by any court or governmental authority which prohibits or restricts the consummation of
the share exchange; provided, however, that the parties hereto shall use their best efforts to have any such order,
decree or injunction vacated.

(c)     Epic
shall have delivered to UEEC, financial statements and balance sheets as of the Effective Time as provided in
Section 4.4(a) and Section 4.45(b) with respect to Epic.

5.2     Conditions
to Obligations of UEEC.  UEEC's obligation to consummate the share exchange shall be subject to fulfillment on or
before the Effective Time of each of the following conditions, unless waived in writing by UEEC:

(a)     The
representations and warranties of Epic set forth in this Agreement shall be true and correct in all material
respects on the date hereof and shall also be true and correct in all material respects on and as at the Effective
Time with the same force and effect as if made on and as of the Effective Time, and Epic shall have performed or
complied in all material respects with all agreements, conditions and covenants required by this Agreement to be
performed or complied with by it on or before the Effective Time.

(b)     All
of the assets and business of Epic shall have been transferred to the Company.

(c)     Epic
shall have delivered to UEEC a certificate of the Secretary of Epic certifying  that this Agreement has been
approved and adopted by the members and managers of Epic of each class entitled to vote on the matter.

(d)     UEEC
shall have received all documents it may reasonably request relating to the existence of Epic and the authority of
Epic to enter into this Agreement and to consummate the transactions contemplated hereby.

(e)     All
actions, proceedings, instruments and documents required to carry out this Agreement and the transactions
contemplated hereby, or incidental hereto or thereto, and all other related legal matters shall have been approved
by UEEC.

(f)     All
approvals, authorizations and consents required for Epic to consummate the Asset transfer shall have been obtained
on terms and conditions satisfactory to UEEC and shall be in full force and effect, and UEEC shall have been
furnished with appropriate evidence, reasonably satisfactory to it and its counsel of the granting of such
approvals, authorizations and consents.

(g)     No
objections to the transaction shall have been made in accordance with any applicable provisions of law.

(h)     There
shall be no effective injunction, writ or preliminary restraining order of any nature issued by a court or
governmental agency of competent jurisdiction directing that the transaction provided for herein not be consummated
as herein provided or which is reasonably likely to have any material adverse effect on the condition (financial or
otherwise), assets, liabilities, results of operations, business or prospects of Epic.

(i)     Since
the date of the Epic Financial Statements there shall not have been, and at Closing there shall not be in existence,
any event, condition or state of facts which could reasonably be expected to result in, any material adverse change
in the condition (financial or otherwise), assets, liabilities, results of operations, business or prospects of Epic
except as otherwise provided in this Agreement, and UEEC shall have received a certificate of the President of Epic
to the foregoing effect.

(j)
     All key employees of Epic shall have executed confidentiality, non-compete and
non-solicitation agreements with Company as of Closing in form satisfactory to UEEC.

(k)     All
trademarks, copyrights, patents, patent applications, know-how and other intellectual property used, developed or
material to the present and future operation of the business of Epic shall be owned by Company and any such items
not currently assigned to or owned by Company shall be transferred to it by Epic by such means as UEEC shall
designate as of the Effective Time.

5.3     Additional
Conditions to Obligations ofEpic.  The obligations of Epic to effect the Transaction is also subject to the
following conditions:

(a)     The
representations and warranties of UEEC contained in this Agreement shall be true and correct in all material
respects at the Effective Time, and UEEC shall have performed or complied in all material respects with all
agreements, conditions and covenants required by this Agreement to be performed or complied with by it on or before
the Effective Time.

(b)     UEEC
shall have delivered to Epic a certificate of the Secretary of UEEC certifying that (i) the resolutions of the Board
of Directors of UEEC authorizing the transactions contemplated hereby have not been revoked, suspended or amended
and remain in full force and effect, and (ii) this Agreement has been approved and adopted by not less than a
majority of the Board of Directors of UEEC.

(c)     Epic
shall have received all documents it may reasonably request relating to the existence of Company and the authority
of UEEC and Company to enter into this Agreement and to consummate the transactions contemplated hereby.

(d)     There
shall be no effective injunction, writ or preliminary restraining order of any nature issued by a court or
governmental agency of competent jurisdiction directing that the transaction provided for herein not be consummated
as herein provided or which is reasonably likely to have any material adverse effect on the condition (financial or
otherwise), assets, liabilities, results of operations, business or prospects of UEEC.

ARTICLE
6:     NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All
statements contained herein or in any certificate, schedule or other document delivered pursuant hereto shall be
deemed representations and warranties by the person delivering the same.  All representations and warranties shall
survive the Effective Time and shall not be affected by any investigation at any time made by or on behalf of Epic,
on the one hand, or UEEC, on the other hand.

ARTICLE
7:     INDEMNIFICATION

(a)     UEEC
hereby agrees to indemnify and hold harmless Epic from and against any liabilities, damages, losses, claims,
encumbrances, costs or expenses (including reasonable attorneys' fees) of any nature (any or all of the foregoing
are herein referred to as "Loss") insofar as a Loss (or actions in respect thereof), whether existing or accruing
prior or subsequent to the Effective Time, arises out of or is based upon any misrepresentation (or alleged
misrepresentation) or breach (or alleged breach) of any of the warranties, covenants or agreements made by UEEC in
this Agreement or in any certificate, schedule, document or Exhibit referenced hereby or attached hereto.

(b)     Epic
hereby agrees to indemnify and hold harmless UEEC and its affiliates from and against any Loss insofar as a Loss (or
actions in respect thereof), whether existing or accruing prior or subsequent to the Effective Time, arises out of
or is based upon any misrepresentation (or alleged misrepresentation) or breach (or alleged breach) of any of the
warranties, covenants or agreements made by Epic in this Agreement or in any certificate, schedule, document or
Exhibit referenced hereby or attached hereto.

ARTICLE
8:     General Provisions

8.1     Entire
Agreement.  This Agreement constitutes the entire agreement between the parties and supersedes and
cancels any other agreement, representation, or communication, whether oral or written, between the parties hereto
relating to the transactions contemplated herein or the subject matter hereof.

8.2     Headings.  The
section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.

8.3     Governing
Law; Venue.  This Agreement shall be governed by and construed and enforced in accordance with the laws
of the State of Florida without regard to conflict of laws.

8.4     Assignment.  This
Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns;
provided, however, that any assignment by either party of its rights under this Agreement without the written
consent of the other party shall be void.

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

8.6     Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or
made as of the date delivered or mailed if delivered in person, by telecopy, cable, telegram or telex, or by registered
or certified mail (postage prepaid, return receipt requested) to the respective parties as follows:



if to UEEC:



United EcoEnergy
Corp.

1365 N. Courtenay
Parkway, Suite A

Merritt Island, FL
32953 P.O. Box 307

Cocoa, FL 32923
Telephone: 321-452-9091 Fax: 321-452-9093

e-mail:
rhipple@UnitedBDC.com



if toEpic:

Epic Wound Care,
LLC



10624 South Eastern
Avenue #A290

Henderson, NV 89052

Tel. (702) 595-6742

Fax (801) 277-6292

or
to such other address as the person to whom notices are given may have previously furnished to the others in writing
in the manner set forth above.

8.7     Descriptive
Headings; Table of Contents.  The descriptive headings herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of this Agreement.

8.8     Parties
in Interest.  This Agreement shall be binding upon and inure solely to the benefit of each party hereto, its
successors and assigns.

IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above
written.



United
EcoEnergy Corp.

a Nevada corporation

By:/s/     Date:



EPIC
WOUND CARE, LLC

By:___/s/_________________________________

Date:
______________________



1





SCHEDULE 2.1

ASSETS



The assets of Epic
Wound Care, LLC (Epic) to be acquired in the transaction are all of the assets held by, used by, or
available to Epic, including all of ther assets inclcued or referred to in that certain Asset Purchase Agreement
dated May 29, 2008 referred to in that certain letter dated May 11, 2009 from MedSpring Group, Inc. assigning two
pending patents and one trademark to  Norse II, L.L.C. , identified as US Patent Application Serial No. 11/191,841,
DocketNo. 12628.3; US Patent Application Serial No. 11/945,018, DocketNo. 12628.9; and Registered Trademark HemoStyp.
To the extent not included in the foregoing, the Assets also includes all of the intellectual property listed and
described on that certain letter assignment dated May 4, 2009 of Norse II Investments, LLC entitled Assignment
of Intellectual Property and Trademark, assigning all such rights to Epic.



SCHEDULE
4.10

INTELLECTUAL
PROPERTY



The
Intellectual Property of Epic includes all of the intellectual property owned, used, developed by, or developed for
Epic and its predecessors in interest, by their agents, members or employees, including the patent applications and
trademarks described in Schedule 2.1



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