8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)         MARCH 23, 2005
                                                  ------------------------------

                              PACIFIC ETHANOL, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                   000-21467                   41-2170618
- ----------------------------    ------------------------     -------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


          5711 N. WEST AVENUE, FRESNO, CALIFORNIA                   93711
- ----------------------------------------------------------   -------------------
         (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:   (559)435-1771
                                                    ----------------------------

ACCESSITY CORP., 3300 UNIVERSITY DRIVE, SUITE 201, CORAL SPRINGS, FLORIDA 33065
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





PRELIMINARY NOTE

         Certain capitalized and other terms used throughout this Report on Form
8-K are defined in Item 2.01--Completion of Acquisition or Disposition of Assets
set forth below concerning a reincorporation merger by Accessity Corp.
("Accessity"), the predecessor to Pacific Ethanol, Inc., a Delaware corporation
(the "Company"), into the State of Delaware and a subsequent share exchange
transaction involving the Company, three other entities and the holders of the
shares of capital stock or other equity interests of those three entities.

ITEM 1.01.        ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         In connection with the Reincorporation Merger and the Share Exchange
Transaction, the Company entered into the following material agreements, the
material terms of which, except as otherwise disclosed in the other Items of
this Report on Form 8-K, are briefly described below.

     AGREEMENT AND PLAN OF MERGER DATED MARCH 23, 2005 BETWEEN THE COMPANY AND
     ACCESSITY CORP.

         The disclosures contained in Item 2.01 of this Report on Form 8-K
regarding the Reincorporation Merger are incorporated herein by reference. The
Agreement and Plan of Merger was executed in connection with the Reincorporation
Merger and provides that all shareholders of Accessity immediately prior to the
consummation of the Reincorporation Merger will be stockholders of the Company
immediately thereafter. In addition, the Agreement and Plan of Merger provides
that the officers and directors of the Company immediately prior to the
consummation of the Reincorporation Merger will be the officers and directors of
the Company immediately thereafter. Finally, the Agreement and Plan of Merger
provides that the certificate of incorporation and bylaws of the Company
immediately prior to the consummation of the Reincorporation Merger will be the
certificate of incorporation and bylaws of the Company immediately thereafter.

     SHARE EXCHANGE AGREEMENT DATED AS OF MAY 14, 2004, AND AS AMENDED BY
     AMENDMENTS NO. 1 THROUGH 5, BY AND AMONG ACCESSITY CORP., PACIFIC ETHANOL,
     INC., KINERGY MARKETING, LLC, REENERGY, LLC AND THE OTHER PARTIES NAMED
     THEREIN

         The disclosures contained in Item 2.01 of this Report on Form 8-K are
incorporated herein by reference. The Share Exchange Agreement was executed May
14, 2004 and its various amendments were executed thereafter. The Share Exchange
Transaction was consummated on March 23, 2005.

     CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND CONSULTING AGREEMENT
     DATED MARCH 23, 2005 BETWEEN THE COMPANY AND BARRY SIEGEL

         In connection with the Share Exchange Transaction, the Company entered
into a Confidentiality, Non-Competition, Non-Solicitation and Consulting
Agreement with Barry Siegel, the terms of which are substantially the same as
the terms of the Company's Confidentiality, Non-Competition, Non-Solicitation
and Consulting Agreement with Philip B. Kart, as described immediately below;
provided, however, that the agreement with Mr. Siegel provides for the issuance
of 400,000 shares of common stock of the Company and also provides for the
transfer of DriverShield CRM Corp., a wholly-owned subsidiary of the Company, to
Mr. Siegel.

                                      -2-




     CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND CONSULTING AGREEMENT
     DATED MARCH 23, 2005 BETWEEN THE COMPANY AND PHILIP B. KART

         In connection with the Share Exchange Transaction, the Company entered
into a Confidentiality, Non-Competition, Non-Solicitation and Consulting
Agreement with Philip B. Kart. The agreement provides for certain standard
confidentiality protections in favor of the Company prohibiting Mr. Kart from
disclosure or use of confidential information of the Company. The agreement also
provides that Mr. Kart is prohibited from competing with the Company for a
period of five years. In addition, during the period during which Mr. Kart is
prohibited from competing, Mr. Kart is prohibited from soliciting customers,
employees or consultants of the Company and is further prohibited from making
disparaging comments regarding the Company, its officers or directors, or its
other personnel, products or services. The agreement also provides for various
consulting obligations on the part of Mr. Kart for a period of five years,
including with respect to (i) certain ongoing litigation of the Company, (ii)
transitional matters affecting the Company in connection with the Share Exchange
Transaction, (iii) long-range planning, strategic direction and integration and
rationalization processes, and (iv) various matters relating to the Company's
status as a public company. Mr. Kart also agreed to terminate his employment
agreement with the Company and waive certain compensation that would be due to
him in connection with change of control provisions contained in his employment
agreement. See also Item 1.02 below. In consideration of Mr. Kart's obligations
under the agreement, the Company issued to Mr. Kart 200,000 shares of common
stock of the Company.

     CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTS DATED
     MARCH 23, 2005 BETWEEN THE COMPANY AND EACH OF NEIL KOEHLER, TOM KOEHLER,
     WILLIAM JONES, ANDREA JONES AND RYAN TURNER

         In connection with the Share Exchange Transaction, the Company entered
into Confidentiality, Non-Competition and Non-Solicitation Agreements with each
of Neil Koehler, Tom Koehler, William Jones, Andrea Jones and Ryan Turner. The
agreement is substantially the same for each of the foregoing persons, except as
otherwise noted below, and provides for certain standard confidentiality
protections in favor of the Company prohibiting each of the foregoing persons,
each of whom is a stockholder and some of whom are officers and/or directors of
the Company, from disclosure or use of confidential information of the Company.
The agreement also provides that each of the foregoing persons is prohibited
from competing with the Company for a period of five years; however, Neil
Koehler's agreement provides that he is prohibited from competing with the
Company for a period of three years. In addition, during the period during which
each of the foregoing persons is prohibited from competing, they are also
prohibited from soliciting customers, employees or consultants of the Company
and are further prohibited from making disparaging comments regarding the
Company, its officers or directors, or its other personnel, products or
services.

                                      -3-




     INDEMNIFICATION AGREEMENTS DATED MARCH 23, 2005 BETWEEN THE COMPANY AND
     EACH OF ITS EXECUTIVE OFFICERS AND DIRECTORS

         Following the Share Exchange Transaction, the Company entered into
Indemnification Agreements with each of its executive officers and directors,
namely, Neil Koehler, Ryan Turner, Maria Tharpe, Tom Koehler, Frank P. Greinke,
John Pimentel, Terry L. Stone and Kenneth J. Friedman (each, an "Indemnitee").

         Under the Indemnification Agreements, the Company has agreed to
indemnify each Indemnitee in connection with any third-party proceeding or
threatened proceeding against an Indemnitee or in connection with a proceeding
or threatened proceeding by or in the right of the Company, such as a
stockholder derivative suit, by reason of the fact that an Indemnitee is or was
an officer and/or director of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another enterprise,
against all expenses, damages, judgments, amounts paid in settlement, fines,
penalties and ERISA excise taxes actually and reasonably incurred by the
Indemnitee in connection with the defense or settlement of any such proceeding,
to the fullest extent permitted by the Delaware General Corporation Law, whether
or not the Indemnitee was the successful party in any such proceeding; provided,
however, that any settlement of a third-party proceeding must be approved in
writing by the Company, and any settlement of a proceeding by or in the right of
the Company is settled with the approval of a court of competent jurisdiction or
indemnification of such amounts is otherwise ordered by a court of competent
jurisdiction in connection with such proceeding.

         In addition, the Company is required to advance expenses on behalf of
the Indemnitee in connection with Indemnitee's defense in any such proceeding;
provided, that the Indemnitee undertakes in writing to repay such amounts to the
extent that it is ultimately determined that the Indemnitee is not entitled to
indemnification by the Company.

         No indemnification payments or payments for expenses may be made by the
Company under the agreements (i) to indemnify or advance expenses to the
Indemnitee with respect to actions initiated or brought voluntarily by the
Indemnitee and not by way of defense, except with respect to actions brought to
establish or enforce a right to indemnification or advancement of expenses under
the agreement or any other statute or law or otherwise as required under the
Delaware General Corporation Law, but such indemnification or advancement of
expenses may be provided by the Company in specific cases if approved by the
Board of Directors by a majority vote of a quorum thereof consisting of
directors who are not parties to such action, (ii) to indemnify the Indemnitee
for any expenses, damages, judgments, amounts paid in settlement, fines,
penalties or ERISA excise taxes for which payment is actually made to the
Indemnitee under a valid and collectible insurance policy, except in respect of
any excess beyond the amount paid under such insurance, (iii) to indemnify the
Indemnitee for any expenses, damages, judgments, amounts paid in settlement,
fines, penalties or ERISA excise taxes for which the Indemnitee has been or is
indemnified by the Company or any other party otherwise than pursuant to the
agreement, or (iv) to indemnify the Indemnitee for any expenses, damages,
judgments, fines or penalties sustained in any proceeding for an accounting of
profits made from the purchase or sale by Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder or similar
provisions of any federal, state or local statutory law.

                                      -4-




         The Company is also required under the agreement, at an Indemnitee's
request, to maintain in full force and effect, at its sole cost and expense,
directors' and officers' liability insurance by an insurer, in an amount and
with a deductible reasonably acceptable to the Indemnitee covering the period
during which the Indemnitee is serving in any one or more of the capacities
covered by the agreement and for so long thereafter as the Indemnitee shall be
subject to any possible claim or threatened, pending or completed proceeding by
reason of the fact that the Indemnitee is serving in any of the capacities
covered by the agreement; provided, that the Company shall have no obligation to
maintain such insurance if the Company determines, in good faith, that (i) such
insurance cannot be obtained on terms which are commercially reasonable, (ii)
the premium costs for such insurance is significantly disproportionate to the
amount of coverage provided, (iii) the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or (iv) the
Company, after using best efforts, is otherwise unable to obtain such insurance.

     EXECUTIVE EMPLOYMENT AGREEMENTS DATED MARCH 23, 2005 BETWEEN THE COMPANY
     AND EACH OF NEIL KOEHLER, RYAN TURNER AND TOM KOEHLER

         The Executive Employment Agreement with Neil Koehler provides for a
three-year term and automatic one-year renewals thereafter, unless either the
employee or the Company provides written notice to the other at least 90 days
prior to the expiration of the then-current term. The Executive Employment
Agreements with Ryan Turner and Tom Koehler provide for a one-year term and
automatic one-year renewals thereafter, unless either the employee or the
Company provides written notice to the other at least 90 days prior to the
expiration of the then-current term.

         Neil Koehler is to receive a base salary of $200,000 per year and is
entitled to receive a cash bonus not to exceed 50% of his base salary to be paid
based upon performance criteria set by the board on an annual basis and an
additional cash bonus not to exceed 50% of the net free cash flow (defined as
revenues of Kinergy Marketing, LLC, less his salary and performance bonus, less
capital expenditures and all expenses incurred specific to Kinergy Marketing,
LLC), subject to a maximum of $300,000 in any given year; provided that such
bonus will be reduced by ten percentage points each year, such that 2009 will be
the final year of such bonus at 10% of net free cash flow.

         Ryan Turner and Tom Koehler are each to receive a base salary of
$125,000 per year and are each entitled to receive cash bonuses not to exceed
50% of their base salary to be paid based upon performance criteria set by the
board on an annual basis.

         The Company is also required to provide an office and administrative
support to each of Messrs. Koehler, Turner and Koehler and certain benefits,
including medical insurance (or, if inadequate due to location of permanent
residence, reimbursement of up to $1,000 per month for obtaining health
insurance coverage), three weeks of paid vacation per year, participation in the
stock option plan to be developed in relative proportion to the position in the
organization, and participation in benefit plans on the same basis and to the
same extent as other executives or employees.

         Each of Messrs. Koehler, Turner and Koehler are also entitled to
reimbursement for all reasonable business expenses incurred in promoting or on
behalf of the business of the Company, including expenditures for entertainment,
gifts and travel. Upon termination or resignation for any reason, the terminated
employee is entitled to receive severance equal to three months of base salary


                                      -5-




during the first year after termination or resignation and six months of base
salary during the second year after termination unless he is terminated for
cause or voluntarily terminates his employment without providing the required
written notice. If the employee is terminated (other than for cause) or
terminates for good reason following, or within the 90 days preceding, any
change in control, in lieu of further salary payments to the employee, the
Company may elect to pay a lump sum severance payment equal to the amount of his
annual base salary.

         The term "for good reason" is defined in each of the Executive
Employment Agreements as (i) a general assignment by the Company for the benefit
of creditors or filing by the Company of a voluntary bankruptcy petition or the
filing against the Company of any involuntary bankruptcy which remains
undismissed for 30 days or more or if a trustee, receiver or liquidator is
appointed, (ii) any material changes in the employee's titles, duties or
responsibilities without his express written consent, or (iii) the employee is
not paid the compensation and benefits required under the Employment Agreement.

         The term "for cause" is defined in each of the Executive Employment
Agreements as (i) any intentional misapplication by the employee of the
Company's funds or other material assets, or any other act of dishonesty
injurious to the Company committed by the employee; or (ii) the employee's
conviction of (a) a felony or (b) a crime involving moral turpitude; or (iii)
the employee's use or possession of any controlled substance or chronic abuse of
alcoholic beverages, which use or possession the board reasonably determines
renders the employee unfit to serve in his capacity as a senior executive of the
Company; or (iv) the employee's breach, nonperformance or nonobservance of any
of the terms of his employment agreement with the Company, including but not
limited to the employee's failure to adequately perform his duties or comply
with the reasonable directions of the board; but notwithstanding anything in the
foregoing subsections (iii) or (iv) to the contrary, the Company shall not
terminate the employee unless the board first provides the employee with a
written memorandum describing in detail how his performance thereunder is not
satisfactory and the employee is given a reasonable period of time (not less
than 30 days) to remedy the unsatisfactory performance related by the board to
the employee in that memorandum. A determination of whether the employee has
satisfactorily remedied the unsatisfactory performance shall be promptly made by
a majority of the disinterested directors of the board (or the entire board, but
not including the employee, if there are no disinterested directors) at the end
of the period provided to the employee for remedy, and the board's determination
shall be final.

         A "change in control" of the Company is deemed to have occurred if, in
a single transaction or series of related transactions: (i) any person (as such
term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934
("Exchange Act")), other than a trustee or fiduciary holding securities under an
employment benefit program is or becomes a "beneficial owner" (as defined in
Rule 13-3 under the Exchange Act), directly or indirectly of securities of the
Company representing 51% or more of the combined voting power of the Company,
(ii) there is a merger (other than a reincorporation merger) or consolidation in
which the Company does not survive as an independent company, or (iii) the
business of the Company is disposed of pursuant to a sale of assets.

                                      -6-




     STOCK PURCHASE AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT DATED
     MARCH 23, 2005 BETWEEN THE COMPANY AND BARRY SIEGEL

         The Stock Purchase Agreement provides for the sale by the Company, and
the purchase by Barry Siegel, of all of the outstanding capital stock of Sentaur
Corp., which was a wholly-owned subsidiary of the Company, for the cash sum of
$5,000. The Assignment and Assumption Agreement provides for the assignment by
the Company and the assumption by Sentaur Corp. of the obligations under certain
contracts relevant to the business of Sentaur Corp., but that the Company does
not deem to be material to the Company or its business.

     LETTER AGREEMENT DATED MARCH 23, 2005 BETWEEN THE COMPANY AND NEIL KOEHLER

         In connection with the Share Exchange Transaction, the Company became
the sole owner of the membership interests of Kinergy Marketing, LLC, an Oregon
limited liability company. Neil Koehler, the President and Chief Executive
Officer and a principal shareholder of the Company was formerly the sole owner
of the membership interests of Kinergy Marketing, LLC and personally guaranteed
certain obligations of Kinergy Marketing, LLC to Comerica Bank. As part of the
consummation of the Share Exchange Transaction, the Company executed a Letter
Agreement dated March 23, 2005 with Neil Koehler that provides that the Company
will, as soon as reasonably practical, replace Mr. Koehler as guarantor under
certain financing agreements between Kinergy Marketing, LLC and Comerica Bank.
Under the Letter Agreement, prior to the time that Mr. Koehler is replaced by
the Company as guarantor under such financing agreements, the Company will
defend and hold harmless Mr. Koehler, his agents and representatives for all
losses, claims, liabilities and damages caused or arising from out of (i) the
Company's failure to pay its indebtedness under such financing agreements in the
event that Mr. Koehler is required to pay such amounts to Comerica Bank pursuant
to his guaranty agreement with Comerica Bank, or (ii) a breach of the Company's
duties to indemnify and defend as set forth above.

     ASSIGNMENT OF TERM LOAN AGREEMENT AND DEED OF TRUST DATED MARCH 23, 2005
     BETWEEN THE COMPANY, LYLES DIVERSIFIED, INC. AND THE OTHER PARTIES NAMED
     THEREIN

         In connection with the Share Exchange Transaction, the Company was
assigned and assumed a Term Loan Agreement and Deed of Trust between Lyles
Diversified, Inc. and PEI California. The Term Loan Agreement dated June 16,
2003 between PEI California and Lyles Diversified, Inc. provides for a loan in
the amount of up to $5,100,000 to PEI California. Outstanding principal amounts
accrued interest at the rate of five percent per annum through June 19, 2004 and
accrue interest at a rate per annum equal to the prime rate as published in THE
WALL STREET JOURNAL plus two percentage points from June 20, 2004 until
maturity. One-third of the principal outstanding on June 20, 2006 is payable on
that date and one-half of the principal outstanding on June 20, 2007 is payable
on that date. All remaining outstanding principal, together with any accrued
interest thereon, is due and payable on June 20, 2008. The Company will be
required to prepay principal outstanding in the event that (i) the Company's
construction cost for its Madera facility to be constructed is less than $42.6
million, in which case the Company is then required to pay the difference
between the actual construction cost and $42.6 million, up to the full amount of
the principal outstanding, or (ii) the Company's obtains construction financing
for its second facility to be constructed, in which case the Company is then
required to pay all principal and accrued interest outstanding. Lyles
Diversified, Inc. is entitled to convert up to $1,500,000 of the principal
outstanding into shares of common stock of the Company at a fixed price of $1.50
per share for a period up to and including March 31, 2005. The Term Loan
Agreement contains standard representations and warranties, covenants, events of
default and remedies upon the occurrence of an event of default.

                                      -7-




         In connection with the Term Loan Agreement, Lyles Diversified, Inc. was
granted a security interest in the real property on which the Company's Madera
facility is to be constructed pursuant to a Deed of Trust (Non-Construction)
Security Agreement and Fixture Filing with Assignment of Rents effective as of
June 20, 2003 by and among PEI California, Lyles Diversified, Inc. and Chicago
Title Company as trustee.

     REGISTRATION RIGHTS AGREEMENT DATED MARCH 23, 2005 BETWEEN PEI CALIFORNIA
     AND THE PURCHASERS SUBSCRIBING TO A PRIVATE PLACEMENT OF PEI CALIFORNIA

         In connection with the Share Exchange Transaction, the Company
effectively became obligated under Registration Rights Agreements dated March
23, 2005 with 63 purchasers subscribing to a private placement of securities of
PEI California to register for resale shares of common stock, and shares of
common stock underlying warrants, issued in connection with the private
placement. As a result of the Share Exchange Transaction, the shares of common
stock of PEI California and the warrants to purchase shares of common stock of
PEI California were exchanged for shares of common stock of the Company and
warrants to purchase shares of common stock of the Company.

         Under the Registration Rights Agreement, the Company is obligated to
file, on or prior to 151 days following March 23, 2005, a Registration Statement
with the Securities and Exchange Commission registering for resale shares of
common stock, and shares of common stock underlying warrants, issued in
connection with the private placement. If the Company (i) does not file the
Registration Statement within the time period prescribed, or (ii) fails to file
with the Securities and Exchange Commission a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act of 1933, within
five trading days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Securities and Exchange Commission that
the Registration Statement will not be "reviewed," or is not subject to further
review, or (iii) the Registration Statement filed or required to be filed under
the Registration Rights Agreement is not declared effective by the Securities
and Exchange Commission on or before 225 days following March 23, 2005, or (iv)
after the Registration Statement is first declared effective by the Securities
and Exchange Commission, it ceases for any reason to remain continuously
effective as to all securities registered thereunder, or the holders of such
securities are not permitted to utilize the prospectus contained in the
Registration Statement to resell such securities, for more than an aggregate of
45 trading days during any 12-month period (which need not be consecutive
trading days) (any such failure or breach being referred to as an "Event," and
for purposes of clause (i) or (iii) the date on which such Event occurs, or for
purposes of clause (ii) the date on which such five-trading day period is
exceeded, or for purposes of clause (iv) the date on which such 45-trading
day-period is exceeded being referred to as "Event Date"), then in addition to
any other rights the holders of such securities may have under the Registration
Statement or under applicable law, then, on each such Event Date and on each
monthly anniversary of each such Event Date (if the applicable Event shall not
have been cured by such date) until the applicable Event is cured, the Company
is required to pay to each such holder an amount in cash, as partial liquidated
damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid
by such holder pursuant to the Securities Purchase Agreement relating to such


                                      -8-




securities then held by such holder. If the Company fails to pay any partial
liquidated damages in full within seven days after the date payable, the Company
is required to pay interest thereon at a rate of 18% per annum (or such lesser
maximum amount that is permitted to be paid by applicable law) to such holder,
accruing daily from the date such partial liquidated damages are due until such
amounts, plus all such interest thereon, are paid in full. The partial
liquidated damages are to apply on a daily pro-rata basis for any portion of a
month prior to the cure of an Event.

         The Registration Rights Agreement also provides for customary
piggy-back registration rights whereby holders of shares of common stock, or
warrants to purchase shares of common stock, of the Company can cause the
Company to register such shares for resale in connection with the Company's
filing of a Registration Statement with the Securities and Exchange Commission
to register shares in another offering. The Registration Rights Agreement also
contains customary representations and warranties, covenants and limitations.

     FORM OF WARRANT DATED MARCH 23, 2005 ISSUED TO 63 PURCHASERS SUBSCRIBING TO
     A PRIVATE PLACEMENT OF PEI CALIFORNIA

         In connection with a private placement of securities by PEI California
that occurred immediately prior to the consummation of the Share Exchange
Transaction, the Company issued to 63 investors warrants to acquire an aggregate
of 2,100,000 shares of common stock of the Company, including warrants to
purchase an aggregate of 1,400,000 shares of common stock of the Company at an
exercise price of $3.00 per share and warrants to purchase an aggregate of
700,000 shares of common stock of the Company at an exercise price of $5.00 per
share. The warrants include standard cash exercise provisions. The warrants also
include cashless exercise provisions that are applicable if, at any time after
one year from the date of issuance of the warrants, there is no effective
Registration Statement registering, or no current prospectus available for, the
resale of the shares underlying the warrants by the holder thereof. The shares
of common stock underlying the warrants are to be registered by the Company for
resale as discussed above with regard to the Registration Rights Agreement dated
March 23, 2005. The warrants also include certain anti-dilution provisions that
provide that, in the event the Company issues equity securities or instruments
convertible into equity securities of the Company, the exercise price of the
warrants will be adjusted downward to be equal to the price at which such equity
securities are sold, or the price at which such instruments are convertible into
equity securities of the Company, as applicable. In addition, the anti-dilution
provisions provide that the number of shares covered by the warrants shall be
increased such that the new number of shares multiplied by the adjusted exercise
price will equal the aggregate exercise price for all shares covered by the
warrant and in effect immediately prior to the dilutive issuance.

     FORM OF WARRANT DATED MARCH 23, 2005 ISSUED TO PLACEMENT AGENTS IN
     CONNECTION WITH A PRIVATE PLACEMENT BY PEI CALIFORNIA

         In connection with a private placement of securities by PEI California
that occurred immediately prior to the consummation of the Share Exchange
Transaction, the Company issued to four placement agents warrants to acquire an
aggregate of 678,000 shares of common stock of the Company at an exercise price


                                      -9-




of $3.00 per share. The warrants include standard cash exercise provisions and
also include cashless exercise provisions. The warrants also provide for
customary piggy-back registration rights whereby holders of the warrants can
cause the Company to register such shares for resale in connection with the
Company's filing of a Registration Statement with the Securities and Exchange
Commission to register shares in another offering. The Company's understanding
with the placement agents is that the Company will register for resale shares
underlying the warrants in connection with the Company's filing of the
Registration Statement that is contemplated by the Registration Rights Agreement
described above. The registration rights provisions contained in the warrant
also contain customary representations and warranties, covenants and
limitations.

     WARRANT DATED MARCH 23, 2005 ISSUED BY THE COMPANY TO LIVIAKIS
     COMMUNICATIONS, INC.

         In connection with the consummation of the Share Exchange Transaction,
the Company issued to Liviakis Communications, Inc. a warrant to acquire an
aggregate of 230,000 shares of common stock of the Company at an exercise price
of $0.0001 per share. The warrant includes standard cash exercise provisions and
does not include cashless exercise provisions. The warrant also provides for
customary piggy-back registration rights whereby the holder of the warrant can
cause the Company to register such shares for resale in connection with the
Company's filing of a Registration Statement with the Securities and Exchange
Commission to register shares in another offering. The Company's understanding
with the warrant holder is that the Company will register for resale shares
underlying the warrants in connection with the Company's filing of the
Registration Statement that is contemplated by the Registration Rights Agreement
described above. The registration rights provisions contained in the warrant
also contain customary representations and warranties, covenants and
limitations.

ITEM 1.02.        TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

     TERMINATION OF EMPLOYMENT AGREEMENTS

         In connection with the Share Exchange Transaction, Barry Siegel and
Philip B. Kart each resigned from their respective positions with the Company,
and the following agreements were terminated as a result:

         EMPLOYMENT AGREEMENT DATED FEBRUARY 4, 2002 BETWEEN THE COMPANY AND
         BARRY SIEGEL, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO THE
         EMPLOYMENT AGREEMENT DATED MARCH 3, 2005 BETWEEN THE COMPANY AND MR.
         SIEGEL

         The Company was a party to an Employment Agreement with Barry Siegel
that commenced on January 1, 2002, and initially expired on December 31, 2004
and which expiration date, under the amendment referenced above, was extended to
December 31, 2007. Mr. Siegel's annual salary was $300,000, and was granted
stock options, under the Company's Amended 1995 Incentive Stock Plan, to
purchase 60,000 shares of the Company's common stock, in addition to certain
other perquisites. The Employment Agreement provided that following a change of
control, which included the Share Exchange Transaction, the Company would be
required to pay Mr. Siegel (i) a severance payment of 300% of his average annual
salary for the past five years, less $100, (ii) the cash value of his
outstanding but unexercised stock options, and (iii) other perquisites should he


                                      -10-




be terminated for various reasons specified in the agreement. The agreement
specified that in no event would any severance payments exceed the amount the
Company could deduct under the provisions of the Internal Revenue Code. In
recognition of the sale of a division of the Company, Mr. Siegel was also
awarded a $250,000 bonus, which was paid in February 2002, and an additional
grant of options to purchase 50,000 shares of common stock of the Company.

         In connection with the Share Exchange Transaction and the
Confidentiality, Non-Competition, Non-Solicitation and Consulting Agreement
dated March 23, 2005 between the Company and Mr. Siegel, Mr. Siegel's Employment
Agreement was terminated and he waived the payments that otherwise would have
been due to him under the change of control provisions of his Employment
Agreement.

         EMPLOYMENT AGREEMENT DATED FEBRUARY 4, 2002 BETWEEN THE COMPANY AND
         PHILIP B. KART, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO THE
         EMPLOYMENT AGREEMENT DATED NOVEMBER 15, 2002 BETWEEN THE COMPANY AND
         MR. KART AND AS FURTHER AMENDED BY THAT CERTAIN SECOND AMENDMENT TO THE
         EMPLOYMENT AGREEMENT DATED MARCH 3, 2005 BETWEEN THE COMPANY AND MR.
         KART

         The Company was a party to an Employment Agreement with Philip B. Kart
that commenced on January 1, 2002, and initially expired on January 1, 2004 and
which expiration date, under the amendments referenced above, was extended first
to December 31, 2004 and subsequently to December 31, 2005. Mr. Kart's annual
salary was $155,000 per annum and he was granted stock options, under the
Company's Amended 1995 Incentive Stock Plan, providing the right to purchase
30,000 shares of the Company's common stock, in addition to certain other
perquisites. The Employment Agreement provided that following a change of
control, which included the Share Exchange Transaction, the Company would be
required to pay Mr. Kart a severance payment of 100% of his annual salary. The
Employment Agreement also provided that following a change in control, all stock
options previously granted to him would immediately become fully exercisable.
The amendment to the Employment Agreement dated November 15, 2002 also provided
for relocation expense payments that were conditioned upon Mr. Kart's relocation
to the Company's former headquarters in Florida, which occurred in early 2003.

         In connection with the Share Exchange Transaction and the
Confidentiality, Non-Competition, Non-Solicitation and Consulting Agreement
dated March 23, 2005 between the Company and Mr. Kart, Mr. Kart's Employment
Agreement was terminated and he waived the payments that otherwise would have
been due to him under the change of control provisions of his Employment
Agreement.

     TERMINATION OF RIGHTS AGREEMENT

         In connection with consummation of the Reincorporation Merger, the
Rights Agreement dated December 28, 1998 between Accessity and North American
Transfer Co., as Rights Agent, was terminated.

         On December 28, 1998, the Board of Directors of Accessity authorized
the issuance of one preferred share purchase right (a "Right") to each holder of
record as of December 28, 1998 for each outstanding share of common stock of
Accessity held by such holder, and with respect to all shares of common stock of
Accessity that became outstanding after such date and prior to the earliest of
the Distribution Date (as defined below), the redemption of the Rights or


                                      -11-




December 28, 2008. Each Right entitled the registered holder to purchase from
Accessity one two-hundredths (1/200th) of a share of Junior Participating
Preferred Stock at an exercise price of $137.50 per one two-hundredths (1/200th)
of a share of Junior Participating Preferred Stock, subject to adjustment under
certain circumstances. The administration of the Rights was governed by the
terms of a Rights Agreement between Accessity and North American Transfer Co.,
as Rights Agent, dated as of December 28, 1998. Until the earlier to occur of
(i) a public disclosure that a person or group acquired or obtained the right to
acquire (an "Acquiring Person") beneficial ownership of 20% or more (or 10% or
more, in the case of certain "Adverse Persons" as defined in the Rights
Agreement) of the outstanding common stock of Accessity (the "Stock Acquisition
Date") or (ii) the tenth business day after the date (the "Tender Offer Date")
of the commencement or public disclosure of a tender offer in which any person
or group could acquire beneficial ownership of 20% or more (or 10% or more, in
the case of certain "Adverse Persons" as defined in the Rights Agreement) of the
outstanding common stock of Accessity (the earlier of such dates being called
the "Distribution Date"), the Rights were to be evidenced by the shares of
common stock of Accessity and not by separate certificates. Following the
Distribution Date, separate certificates evidencing the Rights were to be mailed
to the holders of record of the common stock of Accessity as of the close of
business on the Distribution Date. The Rights were first exercisable on the
Stock Acquisition Date (unless sooner redeemed or exchanged). The Rights were to
expire on December 28, 2008 unless earlier redeemed or exchanged. At any time
prior to the public disclosure that a person or group had become an Acquiring
Person, the Board of Directors of Accessity could have redeemed the Rights in
whole, but not in part, at a price of $.05 per Right, payable in cash, shares of
common stock of Accessity or any other form of consideration deemed appropriate
by the Board of Directors of Accessity.

ITEM 2.01.        COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

         On March 23, 2005, the Company completed a Share Exchange Transaction
with the shareholders of Pacific Ethanol, Inc., a California corporation ("PEI
California") and the holders of the membership interests of each of Kinergy
Marketing, LLC, an Oregon limited liability company ("Kinergy"), and ReEnergy,
LLC, a California limited liability company ("ReEnergy"), pursuant to which the
Company acquired all of the issued and outstanding capital stock of PEI
California and all of the outstanding membership interests of Kinergy and
ReEnergy (as further described below, the "Share Exchange Transaction").

         The Company's predecessor, Accessity Corp., a New York corporation,
entered into a Share Exchange Agreement dated as of May 14, 2004, as amended on
July 30, 2004, October 1, 2004, January 7, 2005, February 16, 2005 and March 3,
2005 with PEI California, Kinergy, ReEnergy and the holders of the capital stock
and membership interests thereof.

         Prior to the consummation of the Share Exchange Transaction, Accessity
reincorporated in the State of Delaware under the name "Pacific Ethanol, Inc"
through a merger of Accessity with and into its then-wholly-owned Delaware
subsidiary named Pacific Ethanol, Inc., which was formed for the purpose of
effecting the reincorporation (the "Reincorporation Merger"). In connection with
the Reincorporation Merger, the shareholders of Accessity became stockholders of
the Company and the Company succeeded to the rights, properties and assets and
assumed the liabilities of Accessity. Also in connection with the
Reincorporation Merger, the former shareholders of Accessity, who collectively


                                      -12-




held 2,339,414 shares of common stock of Accessity, became the stockholders of
an equal number of shares of common stock of the Company and holders of options
and warrants to acquire shares common stock of Accessity, who collectively held
options and warrants to acquire 402,667 shares of common stock of Accessity,
became holders of options and warrants to acquire an equal number of shares of
common stock of the Company.

         In the Share Exchange Transaction, PEI California shareholders received
one share of the Company's common stock for each share of PEI California common
stock they owned, the sole limited liability company member of Kinergy received
38,750 shares of the Company's common stock for each one percent of
outstanding limited liability company interest he owned, and the limited
liability company members of ReEnergy received 1,250 shares of the Company's
common stock for each one percent of outstanding limited liability company
interest they owned. In addition, holders of options and warrants to acquire
shares of common stock of PEI California became holders of warrants to acquire
an equal number of shares of the Company's common stock.

         The Company issued an aggregate of 20,469,866 shares of common stock to
the shareholders of PEI California, 3,875,000 shares of common stock to the
limited liability company member of Kinergy and an aggregate of 125,000 shares
of common stock to the limited liability company members of ReEnergy. In
addition, holders of options and warrants to acquire an aggregate of 3,126,487
shares of common stock of PEI California are, following the consummation of the
Share Exchange Transaction, deemed to hold warrants to acquire an equal number
of shares of the Company's common stock. Also, a holder of a promissory note
convertible into an aggregate of 806,000 shares of common stock of PEI
California is, following the consummation of the Share Exchange Transaction,
entitled to convert the note into an equal number of shares of the Company's
common stock. The shares of the Company's common stock issued, or issuable upon
exercise of outstanding options and warrants, to the shareholders and holders of
options and warrants of PEI California and limited liability company members of
Kinergy and ReEnergy represented approximately 90% of the outstanding common
stock of the Company on a fully-diluted basis after the consummation of the
Share Exchange Transaction. Immediately following the consummation of the Share
Exchange Transaction, the Company had an aggregate of 27,559,280 shares of
common stock actually issued and outstanding and an aggregate of 31,894,434
shares of common stock issued and outstanding, calculated on a fully-diluted
basis, including the 27,559,280 shares of common stock actually issued and
outstanding and 4,335,154 shares of common stock issuable upon exercise of all
outstanding options and warrants.

         In connection with the Share Exchange Transaction, the Company (i)
transferred DriverShield CRM Corp., a wholly-owned subsidiary of the Company, to
Barry Siegel, the former Chairman of the Board, President and Chief Executive
Officer of the Company, (ii) issued 400,000 shares of the Company's common stock
to Mr. Siegel and 200,000 shares of the Company's common stock to Philip B.
Kart, the Company's former Senior Vice President, Chief Financial Officer and
Secretary, and (iii) executed Confidentiality, Non-Competition, Non-Solicitation
and Consulting Agreements with Messrs. Siegel and Kart, in full consideration
for the agreement of each of Messrs. Siegel and Kart to relinquish cash payments
that otherwise would be due to each of them under their respective employment
agreements with the Company as a result of the consummation of the Share
Exchange Transaction. In addition, the Company sold Sentaur Corp., a wholly-
owned subsidiary of the Company, to Mr. Siegel for the cash sum of $5,000.


                                      -13-




ITEM 3.02.        UNREGISTERED SALES OF EQUITY SECURITIES.

         On March 23, 2005, the Company issued the following equity securities
in connection with the Reincorporation Merger and the Share Exchange
Transaction:

         (1) The disclosures contained in Item 2.01 of this Report on Form 8-K
regarding the Reincorporation Merger, the Share Exchange Transaction, the shares
of common stock of the Company and options and warrants to purchase share of
common stock of the Company issued and deemed issued in connection therewith,
are incorporated herein by reference. The aggregate amounts set forth above in
Item 2.01 include the securities described more particularly in (2) through (6)
immediately below.

         (2) The disclosures contained in Item 1.01 of this Report on Form 8-K
regarding the Confidentiality, Non-Competition, Non-Solicitation and Consulting
Agreements dated March 23, 2005 between the Company and each of Barry Siegel and
Philip B. Kart, and the 400,000 and 200,000 shares of common stock of the
Company, respectively, issued to such persons are incorporated herein by
reference.

         (3) The Company issued 150,000 shares of common stock to an independent
contractor for services rendered as a finder in connection with the Share
Exchange Transaction.

         (4) The Company issued replacement warrants to 63 accredited investors
to purchase an aggregate of 1,400,000 shares of common stock at an exercise
price of $3.00 per share. The Company also issued replacement warrants to 63
accredited investors to purchase an aggregate of 700,000 shares of common stock
at an exercise price of $5.00 per share. These warrants were issued pursuant to
the Share Exchange Transaction and replaced certain warrants to be issued by PEI
California in connection with a private placement transaction by PEI California
that occurred immediately prior to the consummation of the Share Exchange
Transaction in which PEI California raised an aggregate of $21,000,000 through
the sale of 7,000,000 shares of common stock at a price of $3.00 per share. The
disclosures contained in Item 1.01 of this Report on Form 8-K regarding the
warrants issued to the investors are incorporated herein by reference.

         (5) The Company issued replacement warrants to four placement agents to
purchase an aggregate of 678,000 shares of common stock at an exercise price of
$3.00 per share. These warrants replaced certain warrants to be issued by PEI
California in connection with the private placement transaction by PEI
California referenced above. The disclosures contained in Item 1.01 of this
Report on Form 8-K regarding the warrants issued to the placement agents are
incorporated herein by reference.

         (6) The Company issued to Liviakis Communications, Inc. a warrant to
purchase 230,000 shares of common stock at an exercise price of $.0001 per share
for certain investor relations and other services to be rendered under a
consulting agreement with PEI California. The warrant became issuable upon
consummation of the Share Exchange Transaction. The disclosures contained in
Item 1.01 of this Report on Form 8-K regarding the warrant issued to Liviakis
Communications, Inc. are incorporated herein by reference.

                                      -14-




         Exemption from the registration provisions of the Securities Act of
1933 for the transactions described above is claimed under Section 4(2) of the
Securities Act of 1933, among others, on the basis that such transactions did
not involve any public offering and the purchasers were sophisticated with
access to the kind of information registration would provide.

ITEM 3.03.        MATERIAL MODIFICATION OF RIGHTS OF SECURITY HOLDERS.

         On March 23, 2005, in connection with and immediately prior to the
Share Exchange Transaction, Accessity completed the Reincorporation Merger in
the state of Delaware, and the shareholders of Accessity became stockholders of
the Company, the rights and privileges of which are governed by Delaware law,
the certificate of incorporation and bylaws of the Company, rather than by the
New York Business Corporation Law (the "NYBCL") and the articles of
incorporation, as amended, and bylaws of Accessity. Copies of the Company's
certificate of incorporation and bylaws are attached to this Report on Form 8-K
as Exhibits 3.1 and 3.2, respectively.

         The following discussion includes a summary of the material differences
between the rights of Accessity's shareholders before and after the
Reincorporation Merger. In most cases, the rights of shareholders before and
after the Reincorporation Merger are substantially similar, with changes having
been made to the corporate charter documents to maintain this substantial
similarity. In other cases, there are differences that might be considered
material, and these differences may be understood from the following comparison.

         In connection with the consummation of the Reincorporation Merger, the
Rights Agreement dated December 28, 1998 between Accessity and North American
Transfer Co., as Rights Agent, was terminated. See Item 1.02 of this Report on
Form 8-K above regarding the termination of the Rights Agreement.

     BOARD OF DIRECTORS

         ACCESSITY. Accessity's bylaws provided that the board of directors
shall consist of at least three and no more than seven directors, with the exact
number to be set by the board of directors. The number was set at five. The
board was divided into three classes of directors: Class I, Class II and Class
III. The term of office of each class of directors was three years, with one
class expiring each year at Accessity's annual meeting of shareholders. The
classified board was intended to serve as an anti-takeover defense because it
operated to slow a change in control of Accessity's board of directors by
limiting the number of directors that were elected annually.

         The board of directors consisted of three directors, with two
vacancies. Each director was entitled to serve until his successor is elected
and qualified. Directors could have been removed for or without cause by an
affirmative vote of a majority of the shares entitled to vote at a special or
annual meeting of the shareholders.

         THE COMPANY. The certificate of incorporation of the Company provides
that the number of directors which shall constitute the board of directors of
the Company will be fixed from time to time by, or in the manner provided in,
the bylaws of the Company or in an amendment thereof duly adopted by the board
of directors or the stockholders of the Company. The Company's bylaws provide
that the board of directors shall consist of seven members. This number may be


                                      -15-




changed by a duly adopted amendment to the certificate of incorporation or by an
amendment to the bylaws duly adopted by the vote or written consent of the
holders of a majority of the stock issued and outstanding and entitled to vote
or by resolution of a majority of the board of directors, except as may be
otherwise specifically provided by statute or by the restated certificate of
incorporation. No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
Each director is entitled to serve until his successor is elected and qualified
or until his earlier death, resignation or removal. Directors may be removed for
or without cause by a majority of the stockholders entitled to vote at a special
or annual meeting of the stockholders.

         The Company does not have a classified board and, therefore, does not
have the benefit or burden of any anti-takeover effect relating to a classified
board.

     AUTHORIZED SHARES

         ACCESSITY. Accessity's certificate of incorporation authorized
30,000,000 shares of common stock, $0.015 par value per share, and 1,000,000
shares of preferred stock, $0.01 par value per share, of which 1,000 shares had
been designated as Series A Convertible Preferred Stock and 200,000 shares had
been designated as Junior Participating Preferred Stock.

         THE COMPANY. The certificate of incorporation of the Company authorizes
110,000,000 shares of capital stock consisting of 100,000,000 shares of common
stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par
value $0.001 per share.

     LIMITATION OF DIRECTOR LIABILITY

         ACCESSITY. Article Ninth of Accessity's articles of incorporation, as
amended, provided that no provision of the articles of incorporation was
intended by the corporation to be construed as limiting, prohibiting, denying or
abrogating any of the general or specific powers or rights conferred under the
NYBCL upon Accessity and upon its directors in particular, the power of
Accessity to furnish indemnification to directors in their capacities as are
conferred by the NYBCL. Additionally, under Section 717 of the NYBCL, directors
are required to discharge their duties, including their duties as a member of
any committee of the board upon which they may serve, in good faith and with
that degree of care which an ordinarily prudent person in a like position would
use under similar circumstances.

         THE COMPANY. The certificate of incorporation of the Company provides
that directors of the Company will not be liable personally to the Company or
the stockholders of the Company for monetary damages for breach of fiduciary
duty as a director except for liability: (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law (the "DGCL") for unlawful payment of a dividend or approval of an unlawful
stock


                                      -16-




redemption or repurchase, or (iv) for any transaction from which the director
derived any improper personal benefit. Additionally, if the DGCL is subsequently
amended, then the liability of a director of the Company shall be eliminated or
limited to the fullest extent permitted by the DGCL, as so amended. This
provision, which is substantially similar to Section 719 of the NYBCL that was
applicable to Accessity, protects directors of the Company against personal
liability for monetary damages from breaches of their duty of care. Under
Delaware law, absent adoption of this provision in the certificate of
incorporation of the Company, directors can be held liable for gross negligence
in connection with decisions made on behalf of the corporation in the
performance of their duty of care, but may not be liable for simple negligence.

     INDEMNIFICATION

         ACCESSITY. Sections 722 and 726 et seq., of the NYBCL provide that
Accessity had the right to indemnify, to purchase indemnity insurance for, and
to pay and advance expenses to directors, officers and other persons who are
eligible for, or entitled to, such indemnification, payments or advances, by
being made or threatened to be made a party to an action or a proceedings,
whether criminal, civil, administrative or investigative by reason of the fact
that he is or was a director, officer or employee of Accessity, or served any
other enterprise as director or officer or employee at the request of Accessity.

         THE COMPANY. Under Section 145 of the DGCL, directors, officers,
employees and other individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation, including a derivative action, a "Corporation Action") if they
acted in good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, regarding any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of Corporation Actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions. The DGCL
further requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. To
the extent that a director or officer is otherwise eligible to be indemnified is
successful on the merits of any claim or defense described above,
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred is mandated by the DGCL.

         The provisions regarding indemnification in the bylaws of the Company
are substantially similar to those in the Accessity bylaws. The certificate of
incorporation and bylaws of the Company also provides that the Company may
indemnify, in addition to a person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, a person who is or was a director, officer,
employee or agent of any resulting corporation or any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger with the Company which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another


                                      -17-




corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position with respect to the resulting or surviving corporation as
he would have with respect to such constituent corporation if its separate
existence had continued. The right to indemnification is not exclusive of any
other right which any person may have or acquire under any statute, any
provision of the certificate of incorporation or bylaws of the Company, or
otherwise.

     ANTI-TAKEOVER STATUTES/PROVISIONS

         ACCESSITY. Section 912 of the NYBCL prohibits, in general, any business
combination, such as a merger or consolidation, between a New York corporation
and an "interested shareholder" (which is defined generally as any owner of 20%
or more of the corporation's outstanding voting stock) for five years after the
date on which such shareholder became an interested shareholder unless the
business combination or the stock acquisition which caused the person to become
an interested shareholder was approved in advance by the corporation's board of
directors. This provision of the NYBCL is effective even if all parties should
subsequently decide that they wish to engage in the business combination.
Following the five-year moratorium period, the New York corporation may engage
in certain business combinations with an interested shareholder only if, among
other things, (i) the business combination is approved by the affirmative vote
of the holders of a majority of the outstanding voting shares not beneficially
owned by the interested shareholder proposing the business combination, or (ii)
the business combination meets certain criteria designed to ensure that the
remaining shareholders receive fair consideration for their shares.

         Neither Accessity's articles of incorporation, as amended, nor bylaws
specifically addressed the foregoing. Accessity did not opt out of any of the
foregoing anti-takeover provisions.

         THE COMPANY. Section 203 of the DGCL is similar, but not identical, to
Section 912 of the NYBCL. Section 203 of the DGCL, which applies to the Company,
regulates transactions with major stockholders after they become major
stockholders. Section 203 of the DGCL prohibits a Delaware corporation from
engaging in mergers, dispositions of ten percent or more of its assets, certain
issuances of stock and other transactions ("business combinations") with a
person or group that owns 15% or more of the voting stock of the corporation (an
"interested stockholder") for a period of three years after the interested
stockholder crosses the 15% threshold. These restrictions on transactions
involving an interested stockholder do not apply if (i) before the interested
stockholder owned 15% or more of the voting stock, the board of directors
approved the business combination or the transaction that resulted in the person
or group becoming an interested stockholder, (ii) in the transaction that
resulted in the person or group becoming an interested stockholder, the person
or group acquired at least 85% of the voting stock other than stock owned by
directors who are also officers and certain employee stock plans, or (iii) after
the person or group became an interested stockholder, the board of directors and
at least two-thirds of the voting stock other than stock owned by the interested
stockholder approves the business combination at a meeting.

         The restrictions contained in Section 203 of the DGCL do not apply to
the Company in connection with the Reincorporation Merger because, under Section
203(b)(4) of the DGCL, such restrictions generally do not apply where a
corporation does not have a class of voting stock that is (i) listed on a
national securities exchange, (ii) authorized for quotation on The Nasdaq Stock
Market, or (iii) held of record by more than 2,000 stockholders.

                                      -18-




     PREFERRED STOCK

         ACCESSITY. Accessity's articles of incorporation, as amended,
authorized the board of directors to issue preferred stock. Section 502 of the
NYBCL provides that if more than one class of shares is authorized by the
articles of incorporation, the articles of incorporation must prescribe the
number of shares in each class and a distinguishing designation for each class
and before the issuance of shares of a class, the preferences, limitations, and
relative rights of each class must be described in the articles of
incorporation. All shares of a class must have preferences, limitations, and
relative rights identical with those of other shares of the same class except to
the extent otherwise permitted by the NYBCL.

         THE COMPANY. The certificate of incorporation of the Company authorizes
the board of directors of the Company to issue up to 10,000,000 shares of
preferred stock and to determine the preferences, limitations and relative
rights of any class or series of the Company preferred stock prior to issuance.

     CUMULATIVE VOTING

         Section 618 of the NYBCL and Section 214 of the DGCL provide that
cumulative voting rights, in respect of the election of directors, will only
exist if provided for in the corporation's articles/certificate of
incorporation. Neither Accessity's articles of incorporation, as amended, nor
the certificate of incorporation of the Company provide for cumulative voting
rights in the election of directors.

     ACTION WITHOUT A MEETING

         ACCESSITY. Under Section 615 of the NYBCL, any action required or
permitted to be taken at a shareholders' meeting may be taken without a meeting
only by the unanimous written consent signed by all of the shareholders entitled
to vote on such action.

         THE COMPANY. Section 228 of the DGCL permits any action required or
permitted to be taken at a stockholders' meeting to be taken by written consent
signed by the holders of the number of shares that would have been required to
effect the action at an actual meeting of the stockholders at which all shares
were present and voted. Section 228 of the DGCL will govern stockholders rights
in the Company.

     ANNUAL MEETINGS

         ACCESSITY. Section 602 of the NYBCL requires that a corporation hold an
annual meeting of its shareholders. Accessity's bylaws provide that an annual
meeting of its shareholders shall be held five months following the close of the
company's fiscal year to elect directors and transaction such other business as
may be properly come before the meeting.

         THE COMPANY. Section 211(d) of the DGCL authorizes the board of
directors or those persons authorized by the corporation's certificate of
incorporation or bylaws to call an annual meeting of the corporation's
stockholders. The bylaws of the Company provide that an annual meeting may be
called by the board of directors, the chairman of the board, the president, the
secretary, any two officers of the Company, and by the secretary of the Company
at the request of not less than 10% of the total voting power of all outstanding
securities of the Company then entitled to vote or as otherwise may be required
by law.

                                      -19-




     VOTING, APPRAISAL RIGHTS AND CORPORATE REORGANIZATIONS

         ACCESSITY. The NYBCL generally requires a majority vote of shareholders
to approve a plan of merger or share exchange unless the articles of
incorporation or board requires a greater vote. Section 910 of the NYBCL does
not provide for dissenters' rights for a merger or plan of share exchange by a
corporation the shares of which are listed on a national securities exchange or
designated as a national market system security on an interdealer quotation
system by the National Association of Securities Dealers, Inc.

         THE COMPANY. The DGCL generally requires a majority vote of
stockholders to approve a merger, sale of assets or similar reorganization
transaction. Section 262 of the DGCL does not provide for dissenters' rights of
appraisal for (i) the sale, lease or exchange of all or substantially all of the
assets of a corporation, (ii) a merger by a corporation, the shares of which are
either listed on a national securities exchange or held by more than 2,000
stockholders if such stockholders receive shares of the surviving corporation or
of a listed or widely held corporation, or (iii) certain mergers not requiring
stockholder approval.

     AMENDMENT TO CERTIFICATE/ARTICLES OF INCORPORATION

         ACCESSITY. Except as otherwise provided in the NYBCL, an amendment to
the articles of incorporation must be approved by (i) a majority of the votes
cast when a quorum is present, unless shareholders have dissenters' rights on
the amendment, and (ii) a majority of the outstanding shares entitled to vote,
if shareholders have dissenters' rights on the amendment.

         THE COMPANY. The DGCL provides that an amendment to the certificate of
incorporation must be approved by a majority of the outstanding stock entitled
to vote. The certificate of incorporation of the Company reserves the right of
the Company to amend, alter, change or repeal any provision contained in its
certificate of incorporation, in the manner now or hereafter prescribed by
statute.

     AMENDMENT TO BYLAWS

         ACCESSITY. Article IX, Section 1 of Accessity's bylaws provided that
the bylaws may be amended by an affirmative vote of two-thirds of all shares
eligible to be cast on such amendment or, if the board of directors recommends
such an amendment, then only a majority of all shares eligible to be cast on
such amendment is required.

         THE COMPANY. Section 109 of the DGCL places the power to adopt, amend
or repeal bylaws in the corporation's stockholders, but permits the corporation,
in its certificate of incorporation, also to vest such power in the board of
directors. Although the board of directors is vested with such authority
pursuant to the certificate of incorporation of the Company, the stockholders'
power to make, repeal, alter, amend and rescind bylaws will remain unrestricted.

                                      -20-




     PREEMPTIVE RIGHTS

         ACCESSITY. NYBCL Section 622 provides that the shareholders of a
corporation do not have a preemptive right to acquire a corporation's unissued
shares except to the extent the articles of incorporation so provide.
Accessity's articles of incorporation, as amended, did not provide Accessity's
shareholders with preemptive rights.

         THE COMPANY. Under Section 102 of the DGCL, no statutory preemptive
rights will exist, unless a corporation's certificate of incorporation specifies
otherwise. The certificate of incorporation of the Company does not provide for
any such preemptive rights.

     DIVIDEND RIGHTS

         ACCESSITY. The NYBCL does not permit dividend distributions if, after
giving effect to the proposed dividend, (i) the corporation would be unable to
pay its debts as they become due in the usual course of business, or (ii) the
corporation's total assets would be less than the sum of its total liabilities
plus (unless the articles of incorporation permit otherwise) the amount that
would be needed, if the corporation were to be dissolved at the time of
distribution, to satisfy the preferential rights (if any) of shareholders whose
preferential rights are superior to those of shareholders receiving the
distribution.

         THE COMPANY. Delaware corporations may pay dividends out of the excess
of the net assets of the corporation (the "Surplus") less the consideration
received by the corporation for any shares of its capital stock (the "Capital")
or, if there is no Surplus, out of net profits for the fiscal year in which
declared and/or the preceding fiscal year. Section 170 of the DGCL also provides
that dividends may not be paid out of net profits if, after the payment of the
dividend, Capital is less than the Capital represented by the outstanding stock
of all classes having a preference upon the distribution of assets.

ITEM 4.01.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a) On March 24, 2005, the Company dismissed Nussbaum Yates & Wolpow,
P.C. as the Company's independent registered public accountant.

         The reports of Nussbaum Yates & Wolpow, P.C. on the Company's financial
statements for the years ended December 31, 2004 and 2003 did not contain an
adverse opinion or a disclaimer of opinion, and were not modified as to
uncertainty, audit scope or accounting principles.

         The decision to change the Company's independent registered public
accountant was authorized and approved by the Audit Committee of the Board of
Directors of the Company.

         In connection with its audit of the financial statements of the Company
as of and for the years ended December 31, 2004 and 2003, the Company had no
disagreement with Nussbaum Yates & Wolpow, P.C. on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Nussbaum
Yates & Wolpow, P.C. would have caused them to make reference thereto in their
report on the financial statements for such years.

                                      -21-




         The Company provided Nussbaum Yates & Wolpow, P.C. with a copy of this
Report prior to its filing with the Commission. Nussbaum Yates & Wolpow, P.C.
has provided the Company with a letter, dated March 28, 2005, and addressed to
the Commission, which letter is attached to this Report on Form 8-K as Exhibit
16.1 and is incorporated herein by reference.

         (b) The Company engaged Hein & Associates LLP on March 24, 2005, as the
Company's independent registered public accountant.

ITEM 5.01.        CHANGES IN CONTROL OF REGISTRANT.

         (a) The disclosures contained in Item 2.01 of this Report on Form 8-K
are incorporated herein by reference. A change in control of the Company
occurred in connection with the Share Exchange Transaction. The persons who
acquired control of the Company were the former shareholders of PEI California
and the former members of Kinergy and ReEnergy who, in connection with the Share
Exchange Transaction, exchanged their shares and equity interests in such
entities for shares of common stock of the Company. However, to the knowledge of
the Company, no person or group of persons, as such terms are used in Section
13(d)(3) of the Securities Exchange Act of 1934, is in control of the Company.

         (b) Not applicable.

ITEM 5.02.        DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

         (a) Not applicable.

         (b) On March 23, 2005, in connection with the Share Exchange
Transaction, Barry Siegel and Bruce Udell both resigned as members of the Board
of Directors of the Company.

         On March 23, 2005, also in connection with the Share Exchange
Transaction, Mr. Siegel resigned from all officer and employee capacities with
the Company, including in his capacity as President and Chief Executive Officer
of the Company, and Philip B. Kart resigned from all officer and employee
capacities with the Company, including in his capacity as Senior Vice President,
Chief Financial Officer and Secretary of the Company.

         (c) On March 23, 2005, in connection with the Share Exchange
Transaction, the Board of Directors of the Company appointed the following
persons to the following positions:

        NAME                           POSITION
        ----                           --------

        Neil Koehler...............    President and Chief Executive Officer
        Ryan Turner................    Chief Operating Officer and Secretary
        Maria Tharpe...............    Chief Financial Officer
        Tom Koehler................    Vice President, Public Policy and Markets

                                      -22-




         NEIL KOEHLER served as Chief Executive Officer of PEI California since
its formation in January 2003 and as Chairman of the Board since March 2004.
Prior to his association with PEI California, Mr. Koehler was the co-founder and
General Manager of Parallel Products, one of the first ethanol production
facilities in California (and one of only two currently existing ethanol
production facilities in California), which was sold to a public company in
1997. Mr. Koehler was also the sole manager and sole limited liability company
member of Kinergy, which he founded in September 2000. Mr. Koehler has over 20
years of experience in the ethanol production, sales and marketing industry in
the Western United States. Mr. Koehler is the Director of the California
Renewable Fuels Partnership and a speaker on the issue of renewable fuels and
ethanol production in California. Mr. Koehler has a B.A. degree in Government,
from Pomona College and is the brother of Tom Koehler.

         RYAN TURNER is a co-founder of PEI California and served as Chief
Operating Officer, Secretary and a director of PEI California and led the
business development efforts of PEI California since its inception in January
2003. Prior to co-founding and joining PEI California, Mr. Turner served as
Chief Operating Officer of Bio-Ag, LLC from March 2002 until January 2003. Prior
to joining Bio-Ag, LLC, Mr. Turner served as General Manager of J & J Farms, a
large-scale, diversified agriculture operation of the west side of Fresno
County, California from June 1997 to March 2002, where he guided the production
of corn, cotton, tomatoes, melons, alfalfa and asparagus crops and operated a
custom beef lot. Mr. Turner has a B.A. degree in Public Policy from Stanford
University and is a graduate of the California Agricultural Leadership Program
and is currently pursuing an M.B.A. at Fresno State University.

         MARIA THARPE served as Chief Financial Officer of PEI California since
November 2004. Ms. Tharpe joined PEI California in June 2004 with over eight
years experience in public accounting and over 16 years of experience as a
controller and finance director. Prior to joining PEI California, Ms. Tharpe was
an accountant with Cassabon, McIlhatton & Associates of Fresno, California from
October 2003 until June 2004 and served as Controller and General Manager of
Kelbo, Inc. from October 2000 until August 2003. Prior to that time, Ms. Tharpe
was Finance Director and Controller for a multi-site subsidiary division of
Beverly Enterprises, Inc., doing business as HCPC, Inc. and MK Medical, with
operations in California and Nevada.

         TOM KOEHLER served as Vice President, Public Policy and Markets of PEI
California since January 2003. Mr. Koehler was a limited liability company
member and manager of ReEnergy. Mr. Koehler has over 10 years of experience in
governmental affairs and marketing in the ethanol industry. As a consultant for
the Renewable Fuels Association, Mr. Koehler has played an integral role in
expanding the market for ethanol in California and is actively engaged in
pursuing the replacement of MTBE with ethanol in the Pacific Northwest and in
the Northeastern United States. Mr. Koehler has a B.A. degree in Economics from
Oregon State University and is the brother of Neil Koehler.

     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On March 23, 2005, in connection with the Share Exchange Transaction,
the Company entered into Executive Employment Agreements with Neil Koehler, Ryan
Turner and Tom Koehler. On March 23, 2005, also in connection with the Share
Exchange Transaction, the Company entered into Indemnification Agreements with
each executive officer of the Company. Each of these agreements is described
above, and the disclosures contained in Item 2.01 of this Report on Form 8-K are
incorporated herein by reference.

                                      -23-




         Please note that the Certain Relationships and Related Transactions set
forth below are with regard PEI California, Kinergy and ReEnergy, which became
wholly-owned subsidiaries of the Company in connection with the Share Exchange
Transaction, and which collectively comprise the business of the Company.

         PEI CALIFORNIA

         Neil Koehler is the Chief Executive Officer of PEI California and was
the sole manager and sole limited liability company member of Kinergy and a
limited liability company member of Kinergy Resources, LLC, which was a member
of ReEnergy. Mr. Koehler did not receive compensation from PEI California.

         Tom Koehler, the Vice President of Public Policy and Markets of PEI
California, was a limited liability company member of ReEnergy. Mr. Koehler is
the brother of Neil Koehler and received compensation from PEI California
(through Celilo Group, LLC) as an independent contractor.

         PEI California and ReEnergy are parties to an Option to Purchase Land
dated August 28, 2003, pursuant to which ReEnergy has agreed to sell
approximately 89.3 acres of real property in Visalia, California to PEI
California at a price of $12,000 per acre, with respect to which real property
ReEnergy has executed and Option Agreement dated as of July 20, 2003 with Kent
Kaulfuss, who was a limited liability company member of ReEnergy, and his wife,
which Option Agreement grants ReEnergy an option to purchase such real property
for a purchase price of $1,071,600 on or before June 15, 2005 and requires
ReEnergy to lease the Wood Industries plant (comprising 35 acres) to Wood
Industries (which is owned by Kent Kaulfuss and his wife) for an indefinite
period of time for a monthly rental of $800. Accordingly, if the real property
is purchased by PEI California pursuant to the terms of the Option to Purchase
Land dated August 28, 2003, Kent Kaulfuss and his wife will realize a gain on
sale of approximately $178,600.

         PEI California entered into a consulting agreement with Ryan Turner for
consulting services at $6,000 per month. During 2004, PEI California paid Mr.
Turner a total of $72,000 pursuant to such consulting contract. This consulting
agreement was terminated in connection with Mr. Turner's entry into an Executive
Employment Agreement with the Company as provided in Item 1.01 of this Report on
Form 8-K above.

         PEI California sold various cattle feed products in 2003 totaling
$109,698, at market rates, to a business owned by William Jones, who was a
principal shareholder of PEI California and is now a principal shareholder of
the Company and who is the father-in-law of Ryan Turner.

         PEI California reimbursed Mr. Jones an aggregate of $200,000 during
2003 for expenses paid on behalf of PEI California.

         On October 27, 2003, William and Maurine Jones, Ryan and Wendy Turner
and Andrea Jones entered into an agreement with Southern Counties Oil Co., a
former shareholder of PEI California, of which Frank P. Greinke, a director of
PEI California and of the Company, is the owner and CEO, to sell 1,500,000
shares of common stock of PEI California personally held by them at $1.50 per
share for total proceeds of $2,250,000. In connection with the sale of the


                                      -24-




shares, the parties entered into a Voting Agreement under which William and
Maurine Jones, Ryan and Wendy Turner and Andrea Jones agreed to vote a
significant number of their existing shares of common stock of PEI California in
favor of Mr. Greinke to be elected to the board of directors of PEI California
or any successor-in-interest to PEI California, including the Company.

         Barry Siegel, on the one hand, and William and Maurine Jones, Ryan and
Wendy Turner and Andrea Jones, on the other, negotiated the terms of a stock
purchase agreement that provided for, among other things, the sale of an
aggregate of 250,000 shares of common stock of PEI California to Mr. Siegel for
an aggregate purchase price of $25.00.

         KINERGY

         Neil Koehler is the Chief Executive Officer of PEI California and was
the sole manager and sole limited liability company member of Kinergy and was a
limited liability company member of Kinergy Resources, LLC, which was a member
of ReEnergy. Mr. Koehler did not receive compensation from PEI California and
did not receive compensation in his capacity as the sole manager of Kinergy.

         Neil Koehler is the brother of Tom Koehler. Tom Koehler was a limited
liability company member of ReEnergy.

         One of Kinergy's larger customers is SC Fuels, Inc. Southern Counties
Oil Co., an affiliate of SC Fuels, Inc., was a principal shareholder of PEI
California and is now a shareholder of the Company and owns 1,500,000 shares of
the issued and outstanding common stock of the Company. Mr. Frank P. Greinke,
the President of SC Fuels, Inc., is a director of both the Company and PEI
California. During the fiscal year ended December 31, 2004, SC Fuels, Inc.
accounted for approximately 13% of the total revenues of Kinergy.

         REENERGY

         Tom Koehler, the Vice President of Public Policy and Markets of PEI
California, was a limited liability company member of ReEnergy. Mr. Koehler is
the brother of Neil Koehler and received compensation from PEI California
(through Celilo Group, LLC) as an independent contractor.

         PEI California and ReEnergy are parties to an Option to Purchase Land
dated August 28, 2003, pursuant to which ReEnergy has agreed to sell
approximately 89.3 acres of real property in Visalia, California to PEI
California at a price of $12,000 per acre, with respect to which real property
ReEnergy has executed and Option Agreement dated as of July 20, 2003 with Kent
Kaulfuss, who was a limited liability company member of ReEnergy, and his wife,
which Option Agreement grants ReEnergy an option to purchase such real property
for a purchase price of $1,071,600 on or before June 15, 2005 and requires
ReEnergy to lease the Wood Industries plant (comprising 35 acres) to Wood
Industries (which is owned by Kent Kaulfuss and his wife) for an indefinite
period of time for a monthly rental of $800. Accordingly, if the real property
is purchased by PEI California pursuant to the terms of the Option to Purchase
Land dated August 28, 2003, Kent Kaulfuss and his wife will realize a gain on
sale of approximately $178,600.

                                      -25-




         (d) On March 23, 2005, in connection with the Share Exchange
Transaction, the Board of Directors of the Company appointed Neil Koehler, Ryan
Turner, Frank P. Greinke, John Pimentel and Terry L. Stone as members of the
Board of Directors of the Company. Kenneth J. Friedman was a director of the
Company prior to the consummation of the Share Exchange Transaction and
continues as a member of the Board of Directors of the Company. In addition, on
March 23, 2005, the Board of Directors of the Company appointed Messrs. Stone
and Friedman to serve as members of the Audit Committee of the Board of
Directors of the Company.

         NEIL KOEHLER--please see Item 5.02(c) of this Report on Form 8-K above.

         RYAN TURNER--please see Item 5.02(c) of this Report on Form 8-K above.

         FRANK P. GREINKE served as a director of PEI California since October
2003. Mr. Greinke is currently, and has been for at least the past five years,
the CEO and sole owner of SC Fuels, Inc., a petroleum distributor. Mr. Greinke
is also a director of the Society of Independent Gasoline Marketers of America,
the Chairman of the Southern California Chapter of the Young Presidents
Organization and serves on the Board of Directors of The Bank of Hemet and on
the Advisory Board of Solis Capital Partners, Inc.

         JOHN PIMENTEL served as a director of PEI California since April 2004.
Since 2003, Mr. Pimentel has been a Director with Cagan-McAfee Capital Partners,
LLC, where he is responsible for business development, investment structuring,
and portfolio company management. Prior to joining Cagan-McAfee Capital
Partners, Mr. Pimentel worked with Bain & Company in the firm's Private Equity
Group and the general consulting practice from 1998 to 2002. From 1993 to 1996
Mr. Pimentel served as Deputy Secretary for Transportation for the State of
California where he oversaw a $4.5 billion budget and 28,000 employees,
including the Department of Transportation, the California Highway Patrol, and
parts of the Department of Motor Vehicles. Mr. Pimentel has an M.B.A. from
Harvard Business School and a B.A. from University of California at Berkeley.

         TERRY L. STONE is a Certified Public Accountant with over thirty years
of experience in accounting and taxation. He has been the owner of his own
accountancy firm since 1990. Mr. Stone has experience in accounting and taxation
in a wide range of industries, including agriculture, manufacturing, retail,
equipment leasing, professionals and not-for-profit organizations. Mr. Stone
served as a part-time instructor at California State University, Fresno at
various times throughout the 1990s and taught classes in taxation, auditing, and
financial and management accounting. Mr. Stone also has various professional
certifications in addition to his Certified Public Accountant certification,
including Series 7 and 66 NASD securities licenses. Mr. Stone has a B.S. in
Accounting from California State University, Fresno.

         KENNETH J. FRIEDMAN was a director of Accessity, the Company's
predecessor, since October 1998. Mr. Friedman has for more than five years
served as President of the Primary Group, Inc., an executive search consultancy
firm.

                                      -26-




     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On March 23, 2005, in connection with the Share Exchange Transaction,
the Company entered into Indemnification Agreements with each member of its
Board of Directors. Each of these agreements is described above, and the
disclosures contained in Item 2.01 of this Report on Form 8-K are incorporated
herein by reference.

         Please also see Item 5.02(c) of this Report on Form 8-K above with
respect to Certain Relationships and Related Transactions with the Company's new
directors.

ITEM 5.03.        AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN
                  FISCAL YEAR.

         The disclosures contained in Item 3.03 of this Report on Form 8-K are
incorporated herein by reference. Copies of the Company's certificate of
incorporation and bylaws are attached to this Report on Form 8-K as Exhibits 3.1
and 3.2, respectively.

ITEM 5.05.        AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
                  PROVISION OF THE CODE OF ETHICS.

         (a) In connection with the Reincorporation Merger and the Share
Exchange Transaction, the Company adopted a new Code of Ethics applicable to its
employees generally and also adopted a new Code of Ethics applicable to its
Chief Executive Officer and senior financial officers. The Company's Code of
Ethics and its Code of Ethics for Chief Executive Officer and Senior Financial
Officers are attached to this Report on Form 8-K as Exhibits 14.1 and 14.2,
respectively, and are incorporated herein by reference.

         (b) Not applicable.

ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial Statements of Businesses Acquired.
                  --------------------------------------------

                  To be filed under cover of Form 8-K/A on or before June 6,
                  2005.

         (b)      Pro Forma Financial Information.
                  --------------------------------

                  To be filed under cover of Form 8-K/A on or before June 6,
                  2005.

                                      -27-




         (c)      Exhibits.
                  ---------

                  Number   Description
                  ------   -----------

                  2.1      Agreement and Plan of Merger dated March 23, 2005
                           between the Company and Accessity Corp.

                  2.2      Share Exchange Agreement dated as of May 14, 2004 by
                           and among Accessity Corp., Pacific Ethanol, Inc.,
                           Kinergy Marketing, LLC, ReEnergy, LLC and the other
                           parties named therein

                  2.3      Amendment No. 1 to Share Exchange Agreement dated as
                           of July 29, 2004 by and among Accessity Corp.,
                           Pacific Ethanol, Inc., Kinergy Marketing, LLC,
                           ReEnergy, LLC and the other parties named therein

                  2.4      Amendment No. 2 to Share Exchange Agreement dated as
                           of October 1, 2004 by and among Accessity Corp.,
                           Pacific Ethanol, Inc., Kinergy Marketing, LLC,
                           ReEnergy, LLC and the other parties named therein

                  2.5      Amendment No. 3 to Share Exchange Agreement dated as
                           of January 7, 2005 by and among Accessity Corp.,
                           Pacific Ethanol, Inc., Kinergy Marketing, LLC,
                           ReEnergy, LLC and the other parties named therein

                  2.6      Amendment No. 4 to Share Exchange Agreement dated as
                           of February 16, 2005 by and among Accessity Corp.,
                           Pacific Ethanol, Inc., Kinergy Marketing, LLC,
                           ReEnergy, LLC and the other parties named therein

                  2.7      Amendment No. 5 to Share Exchange Agreement dated as
                           of March 3, 2005 by and among Accessity Corp.,
                           Pacific Ethanol, Inc., Kinergy Marketing, LLC,
                           ReEnergy, LLC and the other parties named therein

                  3.1      Certificate of Incorporation of the Registrant

                  3.2      Bylaws of the Registrant

                  10.1     Confidentiality, Non-Competition, Non-Solicitation
                           and Consulting Agreement dated March 23, 2005 between
                           the Company and Barry Siegel

                  10.2     Confidentiality, Non-Competition, Non-Solicitation
                           and Consulting Agreement dated March 23, 2005 between
                           the Company and Philip B. Kart

                  10.3     Form of Confidentiality, Non-Competition and
                           Non-Solicitation Agreement dated March 23, 2005
                           between the Company and each of Neil Koehler, Tom
                           Koehler, William Jones, Andrea Jones and Ryan Turner

                  10.4     Confidentiality, Non-Competition and Non-Solicitation
                           Agreement dated March 23, 2005 between the Company
                           and Neil Koehler

                  10.5     Form of Indemnification Agreement dated March 23,
                           2005 between the Company and each of its Executive
                           Officers and Directors

                  10.6     Executive Employment Agreement dated March 23, 2005
                           between the Company and Neil Koehler

                  10.7     Executive Employment Agreement dated March 23, 2005
                           between the Company and Ryan Turner

                  10.8     Executive Employment Agreement dated March 23, 2005
                           between the Company and Tom Koehler

                                      -28-




                  10.9     Stock Purchase Agreement and Assignment and
                           Assumption Agreement dated March 23, 2005 between the
                           Company and Barry Siegel

                  10.10    Letter Agreement dated March 23, 2005 between the
                           Company and Neil Koehler

                  10.11    Assignment of Term Loan Agreement and Deed of Trust
                           dated March 23, 2005 between the Company, Lyles
                           Diversified, Inc. and the other parties named therein

                  10.12    Term Loan Agreement dated June 16, 2003 and Deed of
                           Trust dated June 20, 2003 between Pacific Ethanol,
                           Inc., a California corporation and Lyles Diversified,
                           Inc.

                  10.13    Form of Registration Rights Agreement dated effective
                           March 23, 2005 between Pacific Ethanol, Inc., a
                           California corporation and the investors who are
                           parties thereto

                  10.14    Form of Warrant dated March 23, 2005 issued by the
                           Company to subscribers to a private placement of
                           securities by Pacific Ethanol, Inc., a California
                           corporation

                  10.15    Form of Placement Warrant dated March 23, 2005 issued
                           by the Company to certain placement agents

                  10.16    Warrant dated March 23, 2005 issued by the Company to
                           Liviakis Communications, Inc.

                  14.1     Code of Ethics

                  14.2     Code of Ethics for Chief Executive Officer and Senior
                           Financial Officers

                  16.1     Letter of Nussbaum Yates & Wolpow, P.C. dated March
                           28, 2005

                                      -29-





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  March 29, 2005                 PACIFIC ETHANOL, INC.


                                      By:  /S/ RYAN TURNER
                                           ------------------------------------
                                           Ryan Turner, Chief Operating Officer





                                      -30-




                         EXHIBITS FILED WITH THIS REPORT

         Number   Description
         ------   -----------

         2.1      Agreement and Plan of Merger dated March 23, 2005 between the
                  Company and Accessity Corp.

         2.2      Share Exchange Agreement dated as of May 14, 2004 by and among
                  Accessity Corp., Pacific Ethanol, Inc., Kinergy Marketing,
                  LLC, ReEnergy, LLC and the other parties named therein

         2.3      Amendment No. 1 to Share Exchange Agreement dated as of July
                  29, 2004 by and among Accessity Corp., Pacific Ethanol, Inc.,
                  Kinergy Marketing, LLC, ReEnergy, LLC and the other parties
                  named therein

         2.4      Amendment No. 2 to Share Exchange Agreement dated as of
                  October 1, 2004 by and among Accessity Corp., Pacific Ethanol,
                  Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the other
                  parties named therein

         2.5      Amendment No. 3 to Share Exchange Agreement dated as of
                  January 7, 2005 by and among Accessity Corp., Pacific Ethanol,
                  Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the other
                  parties named therein

         2.6      Amendment No. 4 to Share Exchange Agreement dated as of
                  February 16, 2005 by and among Accessity Corp., Pacific
                  Ethanol, Inc., Kinergy Marketing, LLC, ReEnergy, LLC and the
                  other parties named therein

         2.7      Amendment No. 5 to Share Exchange Agreement dated as of March
                  3, 2005 by and among Accessity Corp., Pacific Ethanol, Inc.,
                  Kinergy Marketing, LLC, ReEnergy, LLC and the other parties
                  named therein

         3.1      Certificate of Incorporation of the Registrant

         3.2      Bylaws of the Registrant

         10.1     Confidentiality, Non-Competition, Non-Solicitation and
                  Consulting Agreement dated March 23, 2005 between the Company
                  and Barry Siegel

         10.2     Confidentiality, Non-Competition, Non-Solicitation and
                  Consulting Agreement dated March 23, 2005 between the Company
                  and Philip B. Kart

         10.3     Form of Confidentiality, Non-Competition and Non-Solicitation
                  Agreement dated March 23, 2005 between the Company and each of
                  Neil Koehler, Tom Koehler, William Jones, Andrea Jones and
                  Ryan Turner

         10.4     Confidentiality, Non-Competition and Non-Solicitation
                  Agreement dated March 23, 2005 between the Company and Neil
                  Koehler

         10.5     Form of Indemnification Agreement dated March 23, 2005 between
                  the Company and each of its Executive Officers and Directors

         10.6     Executive Employment Agreement dated March 23, 2005 between
                  the Company and Neil Koehler

         10.7     Executive Employment Agreement dated March 23, 2005 between
                  the Company and Ryan Turner

         10.8     Executive Employment Agreement dated March 23, 2005 between
                  the Company and Tom Koehler

         10.9     Stock Purchase Agreement and Assignment and Assumption
                  Agreement dated March 23, 2005 between the Company and Barry
                  Siegel

                                      -31-




         10.10    Letter Agreement dated March 23, 2005 between the Company and
                  Neil Koehler

         10.11    Assignment of Term Loan Agreement and Deed of Trust dated
                  March 23, 2005 between the Company, Lyles Diversified, Inc.
                  and the other parties named therein

         10.12    Term Loan Agreement dated June 16, 2003 and Deed of Trust
                  dated June 20, 2003 between Pacific Ethanol, Inc., a
                  California corporation and Lyles Diversified, Inc.

         10.13    Form of Registration Rights Agreement dated effective March
                  23, 2005 between Pacific Ethanol, Inc., a California
                  corporation and the investors who are parties thereto

         10.14    Form of Warrant dated March 23, 2005 issued by the Company to
                  subscribers to a private placement of securities by Pacific
                  Ethanol, Inc., a California corporation

         10.15    Form of Placement Warrant dated March 23, 2005 issued by the
                  Company to certain placement agents

         10.16    Warrant dated March 23, 2005 issued by the Company to Liviakis
                  Communications, Inc.

         14.1     Code of Ethics

         14.2     Code of Ethics for Chief Executive Officer and Senior
                  Financial Officers

         16.1     Letter of Nussbaum Yates & Wolpow, P.C. dated March 28, 2005


                                      -32-

EX-2.1

                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER
                                       OF
                                 ACCESSITY CORP.
                                       AND
                              PACIFIC ETHANOL, INC.


         This AGREEMENT AND PLAN OF MERGER (this "AGREEMENT AND PLAN OF
MERGER"), dated as of March 23, 2005, between Pacific Ethanol, Inc., a Delaware
corporation ("PACIFIC ETHANOL"), and Accessity Corp., a New York corporation
("ACCESSITY"), pursuant to Section 253 of the Delaware General Corporation Law
(the "DGCL") and Section 907 of the New York Business Corporation Law (the
"NYBCL").

                               W I T N E S S E T H
                               - - - - - - - - - -

         WHEREAS, Pacific Ethanol is a corporation duly organized and in good
standing under the laws of the State of Delaware;

         WHEREAS, Accessity a corporation duly organized and in good standing
under the laws of the State of New York. The name under which Accessity was
formed is UNISEARCH, INC.;

         WHEREAS, Pacific Ethanol is the wholly-owned subsidiary of Accessity;
and

         WHEREAS, the Board of Directors of Pacific Ethanol and the Board of
Directors of Accessity have determined that it is advisable and in the best
interests of each of them that Accessity merge with and into Pacific Ethanol
upon the terms and subject to the conditions herein provided.

         NOW, THEREFORE, in consideration of the mutual agreements and covenants
set forth herein, the parties hereto agree as follows:

                                    ARTICLE 1
                                     MERGER
                                     ------

         Upon the filing of a Certificate of Ownership and Merger with the
Secretary of State of the State of Delaware and the Certificate of Merger with
the Secretary of the State of New York (the "EFFECTIVE TIME"), Accessity shall
be merged with and into Pacific Ethanol (the "MERGER"), and Pacific Ethanol
shall be the corporation surviving the Merger (hereinafter referred to as, the
"SURVIVING CORPORATION").

                                    ARTICLE 2
                   DIRECTORS, OFFICERS AND GOVERNING DOCUMENTS
                   -------------------------------------------

         The directors of the Surviving Corporation immediately after the
Effective Time shall be Barry Siegel, Kenneth J. Friedman and Bruce S. Udell.
The officers of the Surviving Corporation immediately after the Effective Time
shall be as follows:


                                       -1-


           NAME                               POSITION
           ----                               --------

        Barry Siegel            Chairman of the Board, President and Chief
                                Executive Officer

        Philip B. Kart          Senior Vice President, Secretary and Chief
                                Financial Officer

         These officers and directors shall hold office in accordance with the
Certificate of Incorporation and Bylaws of the Surviving Corporation.

         The Certificate of Incorporation and Bylaws of the Surviving
Corporation as in force and effect at the effective time and date of the Merger
will be the Certificate of Incorporation and Bylaws of said Surviving
Corporation and will continue in full force and effect until changed, altered,
or amended as therein provided and in the manner prescribed by the provisions of
the laws of the State of Delaware of said Surviving Corporation.

                                    ARTICLE 3
                                      NAME
                                      ----

         The name of the Surviving Corporation shall be: Pacific Ethanol, Inc.

                                    ARTICLE 4
                EFFECT OF MERGER ON SHARES OF STOCK OF ACCESSITY
                ------------------------------------------------

         At the Effective Time, except shares held by dissenting shareholders,
every share of common stock, par value $0.015 per share, of Accessity
immediately prior to the Effective Time shall be converted into and become one
(1) share of common stock, par value $0.001 per share, of the Surviving
Corporation. At the Effective Time, each issued and outstanding share of stock
of the Surviving Corporation held by Accessity shall be canceled, without the
payment of consideration therefor.

                                    ARTICLE 5
                              EFFECT OF THE MERGER
                              --------------------

         The Merger shall have the effect set forth in Section 259 of the DGCL.

                                    ARTICLE 6
                                    APPROVAL
                                    --------

         This Agreement and Plan of Merger, as made and approved, has been
submitted to the shareholders of Accessity for their approval or rejection in
the manner prescribed by the provisions of the NYBCL and shall be approved in
the manner prescribed by the DGCL.

                                    ARTICLE 7
                                  AUTHORIZATION
                                  -------------

         The Board of Directors and the proper officers of Accessity and of the
Surviving Corporation are hereby authorized, empowered, and directed to do any
and all acts and things, and to make, execute, deliver, file, and/or record any
and all instruments, papers, and documents which shall be or become necessary,
proper, or convenient to carry out or put into effect any of the provisions of
this Agreement and Plan of Merger or of the Merger herein provided for.


                                      -2-


                                    ARTICLE 8
                               FURTHER ASSURANCES
                               ------------------

         From time to time, as and when required by the Surviving Corporation or
by its successors and assigns, there shall be executed and delivered on behalf
of Accessity such deeds and other instruments, and there shall be taken or
caused to be taken by the Surviving Corporation all such further and other
actions, as shall be appropriate or necessary in order to vest, perfect or
confirm in the Surviving Corporation the title to and possession of all
property, interests, assets, rights, privileges, immunities, powers and
authority of Accessity, and otherwise to carry out the purposes of this
Agreement and Plan of Merger. The officers and directors of the Surviving
Corporation are fully authorized, on behalf of the Surviving Corporation or
Accessity, to take any and all such actions and to execute and deliver any and
all such deeds, documents and other instruments.

                                    ARTICLE 9
                              RESERVATION OF RIGHTS
                              ---------------------

         The Board of Directors of Accessity reserves the right, notwithstanding
shareholder approval and without further action by the shareholders, to elect
not to proceed with the Merger, if at any time prior to consummating such
Merger, the Board of Directors, in its sole discretion, determines that it is no
longer in the best interests of Accessity and its shareholders. The Board of
Directors may also elect not to proceed with the reincorporation if it receives
demands for the exercise of dissenters' rights from holders of shares of common
stock representing more than one percent (1%) of its issued and outstanding
shares of common stock. In addition, the Board of Directors reserves the right
to consummate the Merger for up to twelve (12) months following shareholder
approval thereof. However, at the present time, the board of directors intends
to proceed with the Merger, as presented herein without delay.

                                   ARTICLE 10
                                 CAPITALIZATION
                                 --------------

         Accessity has issued and outstanding 2,339,414 shares of Common Stock,
0 shares of Preferred Stock (0 shares of Series A Preferred Stock) and 0 shares
of Junior Participating Preferred Stock. Except as otherwise provided by the New
York Business Corporation Law, the holders of all of the foregoing classes and
series of stock of Accessity shall have voting rights, voting together as a
class. None of these shares are subject to change prior to the Effective Time of
the Merger.

         Pacific Ethanol has issued and outstanding One Hundred (100) shares of
Common Stock. No shares Preferred Stock are issued and outstanding. Except as
otherwise provided by the General Corporation Law of the State of Delaware, the
holders of Common Stock of Pacific Ethanol shall exclusively possess all voting
power of the corporation. None of these shares are subject to change prior to
the Effective Time of the Merger.


                                      -3-


         IN WITNESS WHEREOF, the undersigned have executed this Agreement and
Plan of Merger as of the date first above written.


                                          ACCESSITY CORP.,
                                          a New York corporation


                                          By:  /S/ BARRY SIEGEL
                                             -----------------------------------

                                          Name:    BARRY SEIGEL
                                               ---------------------------------

                                          Title:   CHAIRMAN AND CEO
                                                --------------------------------



                                          PACIFIC ETHANOL, INC.,
                                          a Delaware corporation


                                          By:  /S/ BARRY SIEGEL
                                             -----------------------------------

                                          Name:    BARRY SEIGEL
                                               ---------------------------------

                                          Title:   CHAIRMAN AND CEO
                                                --------------------------------


                                      -4-

EX-2.2

                                                                     EXHIBIT 2.2
                            SHARE EXCHANGE AGREEMENT


         THIS SHARE EXCHANGE AGREEMENT (this "AGREEMENT") is made and entered
into as of May 14, 2004, by and among Accessity Corp., a New York corporation
("ACCESSITY"); Pacific Ethanol, Inc., a California corporation ("PEI"); Kinergy
Marketing, LLC, an Oregon limited liability company ("KINERGY"); Reenergy, LLC,
a California limited liability company ("REENERGY," and together with PEI and
Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI identified
on the signature pages hereof (collectively, the "PEI SHAREHOLDERS"); each of
the holders of options or warrants to acquire shares of common stock of PEI
identified on the signature pages hereof (collectively, the "PEI
WARRANTHOLDERS"); each of the limited liability company members of Kinergy
identified on the signature pages hereof (collectively, the "KINERGY MEMBERS");
each of the limited liability company members of Reenergy identified on the
signature pages hereof (collectively, the "REENERGY MEMBERS").

                                 R E C I T A L S
                                 ---------------

         A. PEI is in the business of developing a large-scale ethanol plant
(the "PEI BUSINESS"). Kinergy is in the business of marketing ethanol throughout
the Western United States (the "KINERGY BUSINESS"). Reenergy is in the business
of developing a large-scale ethanol plant (the "REENERGY BUSINESS"). The PEI
Business, Kinergy Business and Reenergy Business are sometimes collectively
referred to herein as the "BUSINESSES."

         B. The PEI Shareholders are the holders of all of the issued and
outstanding capital stock of PEI (collectively, the "PEI STOCK"); the PEI
Warrantholders are the holders of all of the issued and outstanding options and
warrants to acquire shares of PEI Stock (collectively, the "PEI WARRANTS");
Kinergy Members are the holders of all of the outstanding limited liability
company membership interests of Kinergy (collectively, the "KINERGY INTERESTS");
and the Reenergy Members are the holders of all of the outstanding limited
liability company membership interests of Reenergy (collectively, the "REENERGY
INTERESTS").

         C. Accessity desires to acquire the PEI Stock from the PEI
Shareholders, and the PEI Shareholders desire to transfer the PEI Stock to
Accessity, in exchange for shares of Common Stock of Accessity ("ACCESSITY
EXCHANGE SHARES"), subject to and in accordance with the terms and conditions
set forth herein; Accessity desires to have the PEI Warrants cancelled in
exchange for the issuance to the PEI Warrantholders of warrants to acquire
shares of common stock of Accessity, subject to and in accordance with the terms
and conditions set forth herein; Accessity desires to acquire the Kinergy
Interests from the Kinergy Members, and the Kinergy Members desire to transfer
the Kinergy Interests to Accessity, in exchange for Accessity Exchange Shares,
subject to and in accordance with the terms and conditions set forth herein; and
Accessity desires to acquire the Reenergy Interests from the Reenergy Members,
and the Reenergy Members desire to transfer the Reenergy Interests to Accessity,
in exchange for Accessity Exchange Shares, subject to and in accordance with the
terms and conditions set forth herein.

         D. This Agreement is being entered into by the parties as part of a
unified plan for the exchange of stock that is intended by the parties to
qualify for non-recognition treatment under Section 351 of the Internal Revenue
Code of 1986, as amended (the "CODE").


                                      -1-


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing premises and the
respective promises of the parties set forth herein, the parties hereto agree as
follows:

                                    ARTICLE I
                                   DEFINITIONS
                                   -----------

         For purposes of this Agreement, in addition to the other capitalized
terms defined elsewhere in this Agreement, the following terms shall have the
meanings specified or referred to in this ARTICLE 1:

         "ACTION" or "ACTIONS" shall mean any litigation, suits, actions, causes
of actions, and proceedings or investigations, collectively.

         "AFFILIATE" shall mean, with respect to any individual, partnership,
corporation, limited liability company, association, business trust, joint
venture, governmental entity or other entity of any nature ("Person"), any
Person that controls, is controlled by, or is under common control with, such
Person.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended.

         "ENVIRONMENTAL, HEALTH, AND SAFETY LIABILITIES" shall mean any cost,
damages, expense, liability, obligation, or other responsibility arising from or
under Environmental Law or Occupational Safety and Health Law and consisting of
or relating to:

                  (a) any environmental, health, or safety matters or conditions
(including on-site or off-site contamination, occupational safety and health,
and regulation of chemical substances or products);

                  (b) fines, penalties, judgments, awards, settlements, legal or
administrative proceedings, damages, losses, claims, demands and response,
investigative, remedial, or inspection costs and expenses arising under
Environmental Law or Occupational Safety and Health Law;

                  (c) financial responsibility under Environmental Law or
Occupational Safety and Health Law for cleanup costs or corrective action,
including any investigation, cleanup, removal, containment, or other remediation
or response actions ("CLEANUP") required by applicable Environmental Law or
Occupational Safety and Health Law (whether or not such Cleanup has been
required or requested by any Governmental Body or any other Person) and for any
natural resource damages; or

                  (d) any other compliance, corrective, investigative, or
remedial measures required under Environmental Law or Occupational Safety and
Health Law.

         The terms "REMOVAL," "REMEDIAL," and "RESPONSE ACTION" include but are
not limited to the types of activities covered by the United States
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
Section 9601 et seq., as amended ("CERCLA").

                                      -2-


         "ENVIRONMENTAL LAWS" shall mean any federal, state and local
environmental laws, rules, regulations, standards and requirements, including,
without limitation, those respecting hazardous materials and substances
(including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C. sec. 9601, ET. SEQ.; the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. sec. 6901. ET.
SEQ.; the Federal Water Pollution Control Act, as amended, 33 U.S.C sec. 1251,
ET. SEQ.; the Toxic Substances Control Act, as amended, 15 U.S.C. sec. 9601, ET.
SEQ.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. sec.
11001, ET. SEQ.; the Safe Drinking Water Act, 42 U.S.C. sec. 300f, ET. SEQ.; the
Solid Waste Disposal Act, as amended; and all comparable state and local laws;
and any common law (including without limitation common law that may impose
strict liability) that may impose liability or obligations for injuries or
damages to, or threatened as a result of, the present of or exposure to any
hazardous materials or substances).

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974
or any successor law, and regulations and rules issued pursuant to that Act or
any successor law.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any successor law, and regulations and rules issued pursuant to that
Act or any successor law

         "GAAP" shall mean generally accepted United States accounting
principles, applied on a basis consistent with the basis.

         "GOVERNMENTAL BODY" shall mean any:

                  (a) nation, state, county, city, town, village, district, or
other jurisdiction of any nature;

                  (b) federal, state, local, municipal, foreign, or other
government;

                  (c) governmental or quasi-governmental authority of any nature
(including any governmental agency, branch, department, official, or entity and
any court or other tribunal);

                  (d) multi-national organization or body; or

                  (e) body exercising, or entitled to exercise, any
administrative, executive, judicial, legislative, police, regulatory, or taxing
authority or power of any nature.

         "LEGAL REQUIREMENT" shall mean any federal, state, local, municipal,
foreign, international, multinational, or other administrative order,
constitution, law, ordinance, principle of common law, regulation, statute, or
treaty.

         "LIABILITY" or "LIABILITIES" shall mean debts, liabilities, commitments
or obligations of any nature, absolute, accrued, contingent or otherwise.

         "LIEN" or "LIENS" shall mean any mortgage, pledge, security interest,
conditional sale or other title retention agreement, encumbrance, lien,
easement, claim, right, covenant, restriction, right of way, warrant, option or
charge of any kind.

                                      -3-


         "OCCUPATIONAL SAFETY AND HEALTH LAW" shall mean any Legal Requirement
designed to provide safe and healthful working conditions and to reduce
occupational safety and health hazards, and any program, whether governmental or
private (including those promulgated or sponsored by industry associations and
insurance companies), designed to provide safe and healthful working conditions.

         "OWNERS" shall mean the PEI Shareholders, the Kinergy Members and the
Reenergy Members, collectively.

         "PERMIT" or "PERMITS" shall mean any licenses, permits, authorizations,
approvals, consents, franchises and orders required for the conduct and
operation of business as presently conducted.

         "PERMITTED LIENS" shall mean any (i) Liens for taxes not yet due and
payable or for taxes that are being contested in good faith through appropriate
proceedings, (ii) Liens for purchase money security interests and Liens securing
rental payments under capital lease arrangements, (iii) other Liens arising in
the ordinary course of business and not incurred in connection with the
borrowing of money, and (iv) Liens described on SCHEDULES 4.13, 6.13 and 8.13.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any successor law, and regulations and rules issued pursuant to that Act or any
successor law.

         "SHARE EXCHANGE" shall mean the PEI Exchange, the Kinergy Exchange and
the Reenergy Exchange, collectively.

                                   ARTICLE II
                         EXCHANGE OF OWNERSHIP INTERESTS
                         -------------------------------

         2.1 EXCHANGE OF PEI STOCK. Subject to the terms and conditions of this
Agreement, each PEI Shareholder hereby agrees to assign, transfer and deliver to
Accessity the shares of PEI Stock owned by the PEI Shareholder free and clear of
all liens, claims, encumbrances, pledges, options, security interests and any
other adverse interests of any kind or nature whatsoever, and Accessity hereby
agrees to accept delivery of the PEI Stock from each of the PEI Shareholders. In
consideration for the assignment and transfer of the PEI Stock to Accessity by
the PEI Shareholders, Accessity shall issue to each of the PEI Shareholders one
(1) Accessity Exchange Share for each one (1) share of PEI Stock ("PEI EXCHANGE
RATIO"), as set forth on Exhibit A (the "PEI EXCHANGE"). No fractional shares
shall be issued and in the event that the conversion results in a fraction, the
number of Accessity Exchange Shares to be issued shall be rounded up to the
nearest whole number.

         2.2 CANCELLATION AND REPLACEMENT OF PEI WARRANTS. Subject to the terms
and conditions of this Agreement, each PEI Warrantholder hereby agrees that the
PEI Warrants which such PEI Warrantholder has to acquire shares of common stock
of PEI shall be cancelled on and as of the Closing Date in consideration for the
issuance by Accessity to such PEI Warrantholder of warrants to acquire the same
number of shares of Accessity Common Stock at the same exercise price and on the
same terms and conditions as provided for in the PEI Warrants of such PEI
Warrantholder (the "ACCESSITY REPLACEMENT WARRANTS").

                                      -4-


         2.3 EXCHANGE OF KINERGY INTERESTS. Subject to the terms and conditions
of this Agreement, each Kinergy Member hereby agrees to assign, transfer and
deliver to Accessity the Kinergy Interests owned by each of the Kinergy Members
free and clear of all Liens and any other adverse interests of any kind or
nature whatsoever, and Accessity hereby agrees to accept delivery of the Kinergy
Interests from each of the Kinergy Members. In consideration for the assignment
and transfer of the Kinergy Interests to Accessity by the Kinergy Members,
Accessity shall issue 1,875,000 Accessity Exchange Shares to Neil Koehler, the
sole Kinergy Member, for 100% of the Kinergy Interests ("KINERGY EXCHANGE
RATIO"), as set forth on EXHIBIT A (the "KINERGY EXCHANGE"). No fractional
shares shall be issued and in the event that the conversion results in a
fraction, the number of Accessity Exchange Shares to be issued shall be rounded
up to the nearest whole number.

         2.4 EXCHANGE OF REENERGY INTERESTS. Subject to the terms and conditions
of this Agreement, each Reenergy Member hereby agrees to assign, transfer and
deliver to Accessity the Reenergy Interests owned by each of the Reenergy
Members free and clear of all liens, claims, encumbrances, pledges, options,
security interests and any other adverse interests of any kind or nature
whatsoever, and Accessity hereby agrees to accept delivery of the Reenergy
Interests from each of the Reenergy Members. In consideration for the assignment
and transfer of the Reenergy Interests to Accessity by the Reenergy Members,
Accessity shall issue to each of the Reenergy Members 21,250 Accessity Exchange
Shares for each one percent (1%) of Reenergy Interests ("REENERGY EXCHANGE
RATIO"), as set forth on EXHIBIT A (the "REENERGY EXCHANGE"). No fractional
shares shall be issued and in the event that the conversion results in a
fraction, the number of Accessity Exchange Shares to be issued shall be rounded
up to the nearest whole number.

         2.5 SHARE EXCHANGE. The parties intend to adopt this Agreement and
consummate the Share Exchange as part of a unified plan for the exchange of
stock that is qualified for non-recognition treatment under Section 351 of the
Code. The Accessity Exchange Shares issued in the PEI Exchange will be issued
solely in exchange for shares of PEI Stock, the Accessity Exchange Shares issued
in the Kinergy Exchange will be issued solely in exchange for the Kinergy
Interests, and the Accessity Exchange Shares issued in the Reenergy Exchange
will be issued solely in exchange for the Reenergy Interests, and no other
transaction other than the Share Exchange represents, provides for or is
intended to be an adjustment to the consideration given for the PEI Stock, the
Kinergy Interests and the Reenergy Interests. No consideration that could
constitute "OTHER PROPERTY OR MONEY" within the meaning of Section 351(b) of the
Code is being transferred by Accessity for the PEI Stock, the Kinergy Interests
or the Reenergy Interests. The parties shall not take a position on any tax
return inconsistent with this Section 2.5. In addition, the parties represent
that, as of the Closing Date and after giving effect to the transactions
contemplated by this Agreement, the Owners of the Acquired Companies shall be
"IN CONTROL" of Accessity within the meaning of Section 351(a) of the Code.

                                   ARTICLE III
                                     CLOSING
                                     -------

         3.1 CLOSING. The closing (the "CLOSING") of the transactions
contemplated by this Agreement will be held at 10:00 a.m. at the offices of
Rutan & Tucker, LLP, 611 Anton Boulevard, Suite 1400, Costa Mesa, California
92626, on such date as the parties hereto shall mutually agree upon, or at such
other time, date or location as the parties hereto may mutually agree upon (the
"Closing Date").

                                      -5-


         3.2 DELIVERIES BY ACCESSITY. At the Closing, Accessity shall deliver:

                  (a) to each PEI Shareholder, a stock certificate evidencing
his or her ownership of the number of Accessity Exchange Shares set forth
opposite his or her name as set forth on EXHIBIT B; to each PEI Warrantholder,
an Accessity Replacement Warrant evidencing such PEI Warrantholder's right to
acquire the number of shares of Accessity Common Stock set forth opposite his or
her name as set forth on EXHIBIT B and otherwise providing for the same terms
and conditions as provided for in the PEI Warrants of such PEI Warrantholder; to
each Kinergy Member, a stock certificate evidencing his or her ownership of the
number of Accessity Exchange Shares set forth opposite his or her name as set
forth on EXHIBIT C; and to each Reenergy Member, a stock certificate evidencing
his or her ownership of the number of Accessity Exchange Shares set forth
opposite his or her name as set forth on EXHIBIT D;

                  (b) a copy of the Articles of Incorporation and Bylaws of
Accessity, each as amended to date, and the resolutions adopted by the Board of
Directors of Accessity approving, authorizing and directing the execution of
this Agreement and the transactions contemplated thereby, each certified by the
Secretary of Accessity as being in full force and effect on and as of the
Closing Date;

                  (c) a certificate of the Secretary of State of Delaware to the
effect that Accessity is a validly existing corporation in good standing under
the laws of the State of Delaware and a certificate from the Secretary of State
of each other state in which the character of its properties owned or leased or
the nature of its activities requires qualification as a foreign corporation
doing business in such state to the effect that Accessity (as a New York
corporation) is a foreign corporation in good standing under the laws of such
state;

                  (d) the written resignations of each of Barry Siegel, Barry J.
Spiegel, Kenneth J. Friedman and Bruce S. Udell as directors of Accessity dated
as of the Closing Date, in form and substance reasonably acceptable to each of
PEI, Kinergy and Reenergy; provided, that one current director may temporarily
remain for the sole purpose of confirming said resignations and appointing one
individual designated by Accessity as a Class II director (thereby holding such
board seat until the annual meeting of Accessity shareholders to be held in the
fourth calendar quarter of 2005) pursuant to a unanimous written consent of such
remaining sole director, in form and substance reasonably acceptable to PEI,
Kinergy and Reenergy, to be delivered by Accessity at the Closing; and the
written resignation of such remaining sole director dated as of the Closing Date
effective immediately after the effectiveness of such appointment, in form and
substance reasonably acceptable to each of PEI, Kinergy and Reenergy;

                  (e) a certificate of the president or chief executive officer
of Accessity certifying that the representations and warranties by Accessity set
forth in this Agreement and in any certificate or document delivered pursuant to
the provisions of this Agreement are true and accurate, on and as of the Closing
Date, and that Accessity has performed and complied in all material respects
with all agreements, obligations and conditions required by this Agreement to be
performed or complied with by it on or prior to the Closing Date.

                  (f) the written resignation of each executive of Accessity who
has entered into an employment agreement with Accessity (including, without
limitation, a confirmation of the voluntary termination by such individual of
his or her existing employment agreement with Accessity), including but not
limited to Barry Siegel and Philip Kart, dated as of the Closing Date, in form
and substance reasonably acceptable to each of PEI, Kinergy and Reenergy.

                                      -6-


                  (g) an opinion of legal counsel to Accessity to the effect
that: (i) Accessity is a corporation duly incorporated, validly existing and in
good standing under the laws of New York and is duly qualified as a foreign
corporation in each state in which the character of its properties owned or
leased or the nature of its activities requires qualification as a foreign
corporation doing business in such state, except where the failure to be so
qualified would not have a material adverse effect on Accessity; (ii) this
Agreement and each related agreement to which Accessity is a party has been duly
authorized, executed and delivered by Accessity and each of this Agreement and
each such related agreement constitutes the valid and binding obligation of
Accessity enforceable against Accessity in accordance with its terms, except (x)
as the same may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws now or hereafter in effect relating to creditors' rights
generally and (y) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought;
(iii) Accessity, through its Board of Directors and shareholders, has taken all
corporate action necessary for the approval of the execution, delivery and
performance of this Agreement by Accessity; (iv) the Accessity Exchange Shares
when issued to the Owners in exchange for the PEI Stock, Kinergy Interests and
Reenergy Interests, will be duly and validly issued, fully paid and
nonassessable; (v) except as otherwise disclosed in any Accessity SEC Documents
(as defined below), to the knowledge of such legal counsel, there are no pending
or threatened claims or litigation against Accessity; and (vi) neither the
execution of this Agreement, nor the consummation of the Share Exchange and the
other transactions contemplated hereby or any announcement of the execution of
this Agreement or the consummation of the Share Exchange and the other
transactions contemplated hereby constitutes or shall constitute a "Triggering
Event" or a "Business Combination" as such terms are defined and used in that
certain Rights Agreement dated as of December 28, 1998, between Accessity
(formerly First Priority Group, Inc.) and North American Transfer Co., as Rights
Agent.

                  (h) an original stock certificate evidencing the ownership by
GV Capital Corp. of 150,000 shares of common stock of Accessity, together with a
letter from Larry Kaplan confirming that issuance of such shares to GV Capital
Corp. shall constitute full payment of a finder's fee for introducing Accessity
to PEI and the other Acquired Companies;

                  (i) evidence, in form and substance reasonably acceptable to
each of PEI, Kinergy and Reenergy, that each of the conditions precedent set
forth in ARTICLE XIII below have been satisfied; and

                  (j) any and all consents, approvals, notices, filings or
recordations of third parties required with respect to the execution and
delivery of this Agreement or the transactions contemplated hereby or by any of
the agreements, documents or instruments referred to herein.

         3.3 DELIVERIES BY ACQUIRED COMPANIES AND OWNERS.

                  (a) PEI. At the Closing, PEI and the PEI Shareholders and PEI
Warrantholders shall deliver to Accessity:

                                      -7-


                           (i) the original PEI Warrants and the original stock
certificates representing the PEI Stock, accompanied by stock powers separate
from such stock certificates duly executed in blank by the PEI Shareholders
evidencing the transfer of PEI Stock to Accessity and, for each married PEI
Shareholder that is a resident of California or a resident of any other
community property state, a Consent of Spouse in the form attached hereto duly
executed by the spouse of such PEI Shareholder;

                           (ii) any and all consents, approvals, notices,
filings or recordations of third parties required with respect to the execution
and delivery of this Agreement or the transactions contemplated hereby or by any
of the agreements, documents or instruments referred to herein;

                           (iii) evidence, in form and substance reasonably
satisfactory to Accessity, that any and all shareholder agreements or similar
agreements to which PEI and the PEI Shareholders, or any of them, are a party or
to which they or any of them may be subject have been duly terminated;

                           (iv) a certificate of the president or chief
executive officer of PEI certifying that the representations and warranties by
PEI set forth in this Agreement and in any certificate or document delivered
pursuant to the provisions of this Agreement are true and accurate, on and as of
the Closing Date, and that PEI has performed and complied in all material
respects with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by it on or prior to the Closing
Date;

                           (v) a copy of the Articles of Incorporation and
Bylaws of PEI, each as amended to date, and the resolutions adopted by the Board
of Directors of PEI approving, authorizing and directing the execution of this
Agreement and the transactions contemplated thereby, each certified by the
Secretary of PEI as being in full force and effect on and as of the Closing
Date;

                           (vi) a certificate of the Secretary of State of
California to the effect that PEI is a validly existing corporation in good
standing under the laws of the State of California and a certificate from the
Secretary of State of each other state in which the character of its properties
owned or leased or the nature of its activities requires qualification as a
foreign corporation doing business in such state to the effect that PEI is a
foreign corporation in good standing under the laws of such state; and

                           (vii) an opinion of legal counsel to PEI to the
effect that: (i) PEI is a corporation duly incorporated, validly existing and in
good standing under the laws of California and is duly qualified as a foreign
corporation in each state in which the character of its properties owned or
leased or the nature of its activities requires qualification as a foreign
corporation doing business in such state, except where the failure to be so
qualified would not have a material adverse effect on PEI; (ii) this Agreement
and each related agreement to which PEI is a party has been duly authorized,
executed and delivered by PEI and each of this Agreement and each such related
agreement constitutes the valid and binding obligation of PEI enforceable
against PEI in accordance with its terms, except (x) as the same may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws now or
hereafter in effect relating to creditors' rights generally and (y) that the


                                      -8-


remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought; and (iii) PEI, through its
Board of Directors and shareholders, has taken all corporate action necessary
for the approval of the execution, delivery and performance of this Agreement by
PEI.


                  (b) KINERGY. At the Closing, Kinergy and the Kinergy Members
shall deliver to Accessity:

                           (i) original certificates, if any have been issued,
representing the Kinergy Interests, accompanied by assignments of interest duly
executed in blank by the Kinergy Members evidencing the transfer of the Kinergy
Interests to Accessity and, for each married Kinergy Member that is a resident
of California or a resident of any other community property state, a Consent of
Spouse in the form attached hereto as EXHIBIT E, duly executed by the spouse of
such Kinergy Member;

                           (ii) any and all consents, approvals, notices,
filings or recordations of third parties required with respect to the execution
and delivery of this Agreement or the transactions contemplated hereby or by any
of the agreements, documents or instruments referred to herein;

                           (iii) evidence, in form and substance reasonably
satisfactory to Accessity, that any and all member agreements or similar
agreements to which Kinergy and the Kinergy Members, or any of them, are a party
or to which they or any of them may be subject have been duly terminated;

                           (iv) a certificate of the Managers or Managing
Members of Kinergy certifying that the representations and warranties by Kinergy
set forth in this Agreement and in any certificate or document delivered
pursuant to the provisions of this Agreement are true and accurate, on and as of
the Closing Date, and that Kinergy has performed and complied in all material
respects with all agreements, obligations and conditions required by this
Agreement to be performed or complied with by it on or prior to the Closing
Date;

                           (v) a copy of the Articles of Organization and
Operating Agreement of Kinergy, each as amended to date, and the resolutions
adopted by the Managers or Managing Members of Kinergy and the Kinergy Members
approving, authorizing and directing the execution of this Agreement and the
transactions contemplated thereby, each certified by the Managers or Managing
Members of Kinergy as being in full force and effect on and as of the Closing
Date;

                           (vi) a certificate of the Secretary of State of
Oregon to the effect that Kinergy is a validly existing limited liability
company in good standing under the laws of the State of Oregon and a certificate
from the Secretary of State of each other state in which the character of its
properties owned or leased or the nature of its activities requires
qualification as a foreign limited liability company doing business in such
state to the effect that Kinergy is a foreign limited liability company in good
standing under the laws of such state; and

                           (vii) an opinion of legal counsel to Kinergy to the
effect that: (i) Kinergy is a limited liability company duly organized, validly
existing and in good standing under the laws of California and is duly qualified
as a foreign limited liability company in each state in which the character of
its properties owned or leased or the nature of its activities requires
qualification as a foreign limited liability company doing business in such
state, except where the failure to be so qualified would not have a material
adverse effect on Kinergy; (ii) this Agreement and each related agreement to


                                      -9-


which Kinergy is a party has been duly authorized, executed and delivered by
Kinergy and each of this Agreement and each such related agreement constitutes
the valid and binding obligation of Kinergy enforceable against Kinergy in
accordance with its terms, except (x) as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights generally and (y) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought; and (iii) Kinergy, through its Managers
or Managing Members and the Kinergy Members, has taken all limited liability
company action necessary for the approval of the execution, delivery and
performance of this Agreement by Kinergy.

                  (c) REENERGY. At the Closing, Reenergy and the Reenergy
Members shall deliver to Accessity:

                           (i) original certificates, if any have been issued,
representing the Reenergy Interests, accompanied by assignments of interest duly
executed in blank by the Reenergy Members evidencing the transfer of the
Reenergy Interests to Accessity and, for each married Reenergy Member that is a
resident of California or a resident of any other community property state, a
Consent of Spouse in the form attached hereto as EXHIBIT E duly executed by the
spouse of such Reenergy Member;

                           (ii) any and all consents, approvals, notices,
filings or recordations of third parties required with respect to the execution
and delivery of this Agreement or the transactions contemplated hereby or by any
of the agreements, documents or instruments referred to herein;

                           (iii) evidence, in form and substance reasonably
satisfactory to Accessity, that any and all member agreements or similar
agreements to which Reenergy and the Reenergy Members, or any of them, are a
party or to which they or any of them may be subject have been duly terminated;

                           (iv) a certificate of the Managers or Managing
Members of Reenergy certifying that the representations and warranties by
Reenergy set forth in this Agreement and in any certificate or document
delivered pursuant to the provisions of this Agreement are true and accurate, on
and as of the Closing Date, and that Reenergy has performed and complied in all
material respects with all agreements, obligations and conditions required by
this Agreement to be performed or complied with by it on or prior to the Closing
Date;

                           (v) a copy of the Articles of Organization and
Operating Agreement of Reenergy, each as amended to date, and the resolutions
adopted by the Managers or Managing Members of Reenergy and the Reenergy Members
approving, authorizing and directing the execution of this Agreement and the
transactions contemplated thereby, each certified by the Managers or Managing
Members of Reenergy as being in full force and effect on and as of the Closing
Date;

                                      -10-


                           (vi) a certificate of the Secretary of State of
California to the effect that Reenergy is a validly existing limited liability
company in good standing under the laws of the State of California and a
certificate from the Secretary of State of each other state in which the
character of its properties owned or leased or the nature of its activities
requires qualification as a foreign limited liability company doing business in
such state to the effect that Reenergy is a foreign limited liability company in
good standing under the laws of such state; and

                           (vii) an opinion of legal counsel to Reenergy to the
effect that: (i) Reenergy is a limited liability company duly organized, validly
existing and in good standing under the laws of Oregon and is duly qualified as
a foreign limited liability company in each state in which the character of its
properties owned or leased or the nature of its activities requires
qualification as a foreign limited liability company doing business in such
state, except where the failure to be so qualified would not have a material
adverse effect on Reenergy; (ii) this Agreement and each related agreement to
which Reenergy is a party has been duly authorized, executed and delivered by
Reenergy and each of this Agreement and each such related agreement constitutes
the valid and binding obligation of Reenergy enforceable against Reenergy in
accordance with its terms, except x) as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws now or hereafter in
effect relating to creditors' rights generally and (y) that the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought; and (iii) Reenergy, through its Managers
or Managing Members and the Reenergy Members, has taken all limited liability
company action necessary for the approval of the execution, delivery and
performance of this Agreement by Reenergy.

         3.4 FURTHER ASSURANCES. From time to time after the Closing, and
without further consideration, each of the Acquired Companies and Owners shall
execute and deliver such other instruments of conveyance, assignment, transfer
and delivery, and take such other actions as Accessity may reasonably request in
order to more effectively transfer to Accessity, and to place Accessity in
possession or control of, the Acquired Companies and to reasonably assist in the
collection of any and all such rights, properties and assets, and to enable
Accessity to exercise and enjoy all of the rights and benefits with respect
thereto.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF PEI
                      -------------------------------------

         PEI hereby represents and warrants to Accessity that the following
representations and warranties are true and correct on and as of the date
hereof:

         4.1 ORGANIZATION AND GOOD STANDING. PEI is a corporation duly
organized, validly existing and in good standing under the laws of the State of
California, has the power and authority to own, operate and lease its properties
and to carry on its business as now conducted, and is duly qualified to do
business and is in good standing in each jurisdiction where the character of its
properties owned or leased or the nature of its activities make such
qualification necessary (each such jurisdiction being listed on SCHEDULE 4.1),
except where the failure to be so qualified would not have a material adverse
effect on PEI.

         4.2 CAPITALIZATION. The authorized capital stock of PEI consists solely
of 20,000,000 shares of common stock, without par value, and 30,000,000 shares
of Preferred Stock, without par value. There are no shares of Preferred Stock
issued and outstanding as of the date of this Agreement. A total of 12,252,200


                                      -11-


shares of PEI Stock are issued and outstanding as of the date of this Agreement,
all of which are held of record and owned by the PEI Shareholders as set forth
in EXHIBIT B. No equity securities of PEI are issued and outstanding as of the
date of this Agreement other than the shares of PEI Stock set forth on EXHIBIT
B. EXHIBIT B sets forth the number of shares of PEI Stock that are held by each
PEI Shareholder as of the date of this Agreement. All issued and outstanding
shares of PEI Stock have been duly authorized and validly issued, are fully paid
and nonassessable, are not subject to any right of rescission and have been
offered, issued, sold and delivered by PEI in compliance with all requirements
of applicable laws.

         4.3 POWER AND AUTHORITY. PEI has full power and authority to enter into
this Agreement, to perform its obligations hereunder and to carry out the
transactions contemplated hereby. The execution and delivery of this Agreement,
the performance by PEI of its obligations hereunder and the consummation of the
transactions contemplated hereby have been duly authorized by all corporate,
shareholder and other actions on the part of PEI required by applicable law,
PEI's Articles of Incorporation or its Bylaws. This Agreement constitutes the
legal, valid and binding obligation of PEI, enforceable against it in accordance
with its terms.

         4.4 OPTIONS/RIGHTS. Except as set forth in EXHIBIT B or in SCHEDULE
4.4, there are no (i) stock appreciation rights, options, warrants, calls,
rights, commitments, conversion privileges or preemptive or other rights or
agreements outstanding to purchase or otherwise acquire any shares of PEI,
specifically including the PEI Stock (collectively, "PEI CAPITAL STOCK"), (ii)
securities or debt convertible into or exchangeable for PEI Capital Stock or
obligating PEI to grant, extend or enter into any such option, warrant, call,
commitment, conversion privileges or preemptive or other right or agreement, or
(iii) voting agreements, registration rights, rights of first refusal,
preemptive rights, co-sale rights, or other restrictions applicable to any
outstanding securities of PEI.

         4.5 SUBSIDIARIES. Except as set forth in SCHEDULE 4.5, PEI does not
have any subsidiaries or any equity interest, direct or indirect, in, or loans
to, any corporation, partnership, joint venture, limited liability company or
other business entity.

         4.6 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by PEI of its obligations hereunder nor the consummation of
the transactions contemplated hereby will (a) contravene any provision of the
Articles of Incorporation or Bylaws of PEI; (b) violate, be in conflict with,
constitute a default under, permit the termination of, cause the acceleration of
the maturity of any debt or obligation of PEI under, require (except as
disclosed on SCHEDULE 4.6 hereto) the consent of any other party to, constitute
a breach of, create a loss of a material benefit under, or result in the
creation or imposition of any Lien, upon any property or assets of PEI under,
any mortgage, indenture, lease, contract, agreement, instrument or commitment to
which PEI is a party or by which it or he or any of its or his respective assets
or properties may be bound; (c) to the knowledge of PEI, violate any statute or
law or any judgment, decree, order, regulation or rule of any court or
Governmental Body to which PEI or the PEI Business is subject or by which PEI,
any of its assets or properties are bound; or (d) result in the loss of any
license, privilege or certificate benefiting PEI or the PEI Business.

                                      -12-


         4.7 CONSENTS AND APPROVALS. Except as set forth on SCHEDULE 4.7 hereto,
no consent, approval or authorization of, or declaration, filing or registration
with, any governmental or regulatory authority or any other third party is
required to be made or obtained by PEI in connection with the execution,
delivery or performance of this Agreement.

         4.8 LITIGATION. There are no Actions to which PEI is a party,
including, without limitation, Actions for personal injury, products liability,
wrongful death or other tortious conduct, or breach of warranty arising from or
relating to materials, commodities, products or goods used, transferred,
processed, manufactured, sold, distributed or shipped by PEI (a) involving or
relating to PEI or any of its assets, properties or rights, or (b) pending, or,
to PEI's knowledge, threatened, against PEI, or any of their respective assets,
properties or rights, before any court, arbitrator or administrative or
Governmental Body which, if adversely resolved, would have a material adverse
effect on the PEI Business.

         4.9 PEI FINANCIAL STATEMENTS. PEI has previously delivered to Accessity
the unaudited balance sheet of PEI as of December 31, 2003 and the related
statements of income and changes in financial position or cash flows, as
appropriate, for the period then ended (the "UNAUDITED 2003 PEI FINANCIAL
STATEMENTS"), together with an unaudited balance sheet of PEI as of March 31,
2004 and the related statements of income and changes in financial position or
cash flows, as appropriate, for the period then ended and, subsequent to the
date hereof, PEI will deliver to Accessity the audited balance sheet of PEI as
of December 31, 2003 and the related statements of income and changes in
financial position or cash flows, as appropriate, for the period then ended (the
"AUDITED 2003 PEI FINANCIAL STATEMENTS") (all such financial statements,
excluding, upon delivery to Accessity of the Audited 2003 PEI Financial
Statements, the Unaudited 2003 PEI Financial Statements, are hereinafter
collectively referred to as the "PEI FINANCIAL STATEMENTS"). The PEI Financial
Statements, together with the notes thereto, (i) were compiled from the books
and records of PEI regularly maintained by management and used to prepare the
financial statements of PEI, (ii) were prepared in accordance with GAAP
consistently applied throughout the period then ended and all periods prior to
that period; and (iii) present fairly and accurately the financial condition of
PEI for the period or as of the dates thereof, subject, where appropriate, to
normal year-end audit adjustments, in each case in accordance with GAAP
consistently applied during the period covered.

         4.10 NO UNDISCLOSED LIABILITIES. PEI has, and on the Closing Date will
have, no Liabilities other than those which (a) are fully reflected reserved
against in the PEI Financial Statements, (b) have been incurred since March 31,
2004 in the ordinary course of business in amounts and for terms consistent,
individually and in the aggregate, with the past practice of PEI or (c) have
been specifically disclosed in the Schedules hereto by reference to the specific
section of this Agreement to which such disclosure relates.

         4.11 TAXES AND TAX RETURNS. All of the tax returns and reports of PEI
required by applicable law to be filed prior to the date hereof have been duly
filed and all taxes shown as due thereon have been paid. There are in effect no
waivers of the applicable statutes of limitations for any federal, state, local
or foreign taxes for any period. No liability for any federal, state, local or
foreign income, sales, use, withholding, payroll, franchise, real property or
personal property taxes is pending, and there is no proposed liability for any
such taxes to be imposed upon the properties or assets of PEI. PEI does not have
any liability for any federal, state, local or foreign income, sales, use,
withholding, payroll, franchise, real property or personal property taxes,
assessments, amounts, interest or penalties of any nature whatsoever other than


                                      -13-


as shown on the March 31, 2004 PEI Financial Statements and there is no basis
for any additional claim or assessment other than with respect to liabilities
for taxes which may have accrued since the date of the March 31, 2004 PEI
Financial Statements in the ordinary course of business and reserved against on
the books and records of PEI compiled in accordance with generally accepted
accounting principles which have been consistently applied to the Closing Date.
The provisions for taxes reflected in the March 31, 2004 PEI Financial
Statements are adequate for federal, state, county and local taxes for the
period ended on December 31, 2003 and for all prior periods, whether disputed or
undisputed. There are no present disputes about taxes of any nature payable by
PEI. PEI has never filed, and will not file on or before the Closing Date, any
consent under section 341(f) of the Code. PEI's tax returns have never been
audited by any taxation authority.

         4.12 ABSENCE OF CERTAIN CHANGES. Except as set forth on SCHEDULE 4.12,
since December 31, 2003, PEI has conducted the PEI Business only in the ordinary
course and consistent with prior practices and has not:

                  (a) suffered any material adverse change in its condition
(financial or otherwise), results of operations, assets, liabilities, reserves,
the PEI Business, or operations;

                  (b) suffered any damage, destruction or loss, whether covered
by insurance or not, materially adversely affecting the PEI Business,
operations, assets, or condition (financial or otherwise);

                  (c) paid, discharged or satisfied any Liability or other
expenses, other than the payment, discharge or satisfaction of the Liabilities
described in SECTION 4.10 at the time the same were due and payable and in the
ordinary course of business;

                  (d) paid or otherwise made any contribution to any
profit-sharing or pension plan or other Employee Benefit Plan (as defined in
SECTION 4.17 below);

                  (e) mortgaged or pledged, or permitted the imposition of any
Lien upon, any of its properties or assets (real, personal or mixed, tangible or
intangible), other than those incurred in the ordinary course of business or
otherwise listed on SCHEDULE 4.12 hereto;

                  (f) cancelled or compromised any debts, or waived or permitted
to lapse any material claims or rights, or sold, assigned, transferred or
otherwise disposed of, other than in the ordinary course, any of its properties
or assets (real, personal or mixed, tangible or intangible);

                  (g) disposed of or permitted to lapse any rights to the use of
any patent, registered trademark, service mark, trade name or copyright, or
disposed of or disclosed to any person any trade secret, formula, process or
know-how material to the PEI Business not theretofore a matter of public
knowledge;

                  (h) except as disclosed on SCHEDULE 4.12, granted any increase
in the compensation of any officer, employee or consultant of PEI (including any
such increase pursuant to any bonus, pension, profit-sharing or other plan or
commitment) or any increase in the compensation payable or to become payable to
any officer, employee or consultant;

                  (i) other than commitments, transactions and expenditures in
connection with engineering work and other preliminary site work at the site of
the ethanol plant currently being developed by PEI, the anticipated expenditures
for which are set forth on SCHEDULE 4.12, and commitments, transactions and
expenditures in connection with the repair of the grain facility of PEI located
in Madera, California due to the fire that occurred at such facility in the


                                      -14-


first quarter of 2004, the expenditures for which are anticipated to be
reimbursed under applicable insurance coverage, entered into any commitment or
transaction not in the ordinary course of business or made any capital
expenditure or commitment for any additions to property, plant or equipment,
except commitments, transactions or capital expenditures which do not in any
single case exceed $25,000 or in the aggregate exceed $50,000;

                  (j) made any change in any method of accounting or accounting
practice (including, without limitation, any change in depreciation or
amortization policies or rates);

                  (k) paid, loaned or advanced any amount to, or sold,
transferred or leased any properties or assets (real, personal or mixed,
tangible or intangible) to, or entered into any agreement or arrangement with,
any of its officers, directors, employees, shareholders, or any family member or
Affiliate of any of its officers, directors, employees or shareholders, or any
officer, director, employee or shareholder of any such Affiliate;

                  (l) declared, set aside, paid or made any dividend or other
distribution or payment in respect of the capital stock of PEI, or any direct or
indirect redemption, purchase or other acquisition of any of its shares of
capital stock;

                  (m) knowingly waived or released any right or claim of PEI;

                  (n) received a commencement notice or, to the knowledge of
PEI, received any threat of commencement, of any civil or criminal litigation,
investigation or proceeding against PEI;

                  (o) experienced any labor trouble or, to the knowledge of PEI,
received any claim of wrongful discharge or worker's compensation claim;

                  (p) agreed, whether in writing or otherwise, to take any
action referred to in and prohibited by this SECTION 4.12; or

                  (q) become aware of any other event or condition that has had
or would reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), results of operations, assets, liabilities,
reserves, the PEI Business, the PEI Intellectual Property (as defined below) or
the operations of PEI.

         4.13 TITLE TO PROPERTIES; ENCUMBRANCES.

                  (a) PEI has good and marketable title to all of its properties
and assets (real, personal or mixed, tangible or intangible), including without
limitation the PEI Intellectual Property. None of PEI's properties or assets is
subject to any Lien, except Permitted Liens (including the Liens set forth on
SCHEDULE 4.13), none of which adversely affects the PEI Business or the
continued operations of PEI.

                                      -15-


                  (b) All material property and assets (real, personal or mixed,
tangible or intangible) used or required by PEI in the conduct of the PEI
Business are fully owned by PEI (except to the extent of any Permitted Liens).
All such property and assets, or the leases or licenses thereof, constitute all
property, assets and contractual rights necessary for the conduct of the PEI
Business as presently conducted.

         4.14 LEASES.

                  (a) SCHEDULE 4.14 contains a true and complete list of:

                           (i) all leases pursuant to which PEI leases or
subleases any real property interests, whether as lessor, lessee, sublessor or
sublessee;

                           (ii) all leases pursuant to which PEI leases any type
of personal property;

                           (iii) all leases pursuant to which PEI leases any
vehicles or related equipment; and

                           (iv) all leases pursuant to which PEI leases to
others any type of property.

                  (b) Each such lease described on SCHEDULE 4.14 is the legal,
valid and binding obligation of PEI and, to the knowledge of PEI, the other
parties thereto, enforceable in accordance with their respective terms, and is
in full force and effect. PEI is not in default under any such lease, and PEI
has not received any notice from any person or entity asserting that PEI is in
default under any such lease, and no events or circumstances exist which, with
notice or the passage of time or both, would constitute a default under any such
lease.

         4.15 INTELLECTUAL PROPERTY. PEI owns all right, title and interest in,
or has the right to use, sell or license all patent applications, patents,
trademark applications, trademarks, service marks, trade names, copyright
applications, copyrights, trade secrets, know-how, technology, customer lists,
proprietary processes and formulae, all source and object code, algorithms,
inventions, development tools and all documentation and media constituting,
describing or relating to the above, including, without limitation, manuals,
memoranda and records and other intellectual property and proprietary rights
used in or reasonably necessary or required for the conduct of its respective
business as presently conducted (collectively, the "PEI INTELLECTUAL PROPERTY").

         4.16 COMPLIANCE WITH LAWS. PEI has not been charged with, and, to PEI's
knowledge, PEI is not threatened with or under any investigation with respect
to, any charge concerning any violation of any provision of any federal, state,
local or foreign law, regulation, ordinance, order or administrative ruling
affecting the PEI Business or PEI, and PEI is not in default with respect to any
order, writ, injunction or decree of any court, agency or instrumentality
affecting the PEI Business or PEI. To PEI's knowledge, PEI is not in violation
of any federal, state, local or foreign law, ordinance or regulation or any
other requirement of any Governmental Body or regulatory body, court or
arbitrator applicable to the PEI Business or PEI which would have a material
adverse effect on PEI or the PEI Business. Without limiting the generality of
the foregoing, PEI is in compliance in all material respects with all
Occupational Safety and Health Laws, including those rules and regulations
promulgated by OSHA, except where such non-compliance would not have a material
adverse effect on PEI or the PEI Business.

                                      -16-


         4.17 EMPLOYEE BENEFIT PLANS.

                  (a) SCHEDULE 4.17 contains a true and complete list and
description of each pension, retirement, severance, welfare, profit-sharing,
stock purchase, stock option, vacation, deferred compensation, bonus or other
incentive plan, or other employee benefit program, arrangement, agreement or
understanding, or medical, vision, dental or other health plan, or life
insurance or disability plan, retiree medical or life insurance plan or any
other employee benefit plans, including, without limitation, any "EMPLOYEE
BENEFIT PLAN" (as defined in Section 3(3) of ERISA), to which PEI contributes or
is a party or by which it is bound or under which it may have liability and
under which employees or former employees of PEI (or their beneficiaries) are
eligible to participate or derive a benefit. Each employee benefit plan which is
a "GROUP HEALTH PLAN" (as such term is defined in Section 5000(b)(i) of the
Code) satisfies the applicable requirements of Section 4980B of the Code. Except
as described on SCHEDULE 4.17, PEI has no formal plan or commitment, whether
legally binding or not, to create any additional plan, practice or agreement or
modify or change any existing plan, practice or agreement that would affect any
of its employees or terminated employees. Benefits under all employee benefit
plans are as represented and have not been and will not be increased subsequent
to the date copies of such plans have been provided.

                  (b) PEI does not contribute to or have any obligation to
contribute to, has not at any time contributed to or had an obligation to
contribute to, sponsor or maintain, and has not at any time sponsored or
maintained, a "MULTI-EMPLOYER PLAN" (within the meaning of Section 3(37) of
ERISA) for the benefit of employees or former employees of PEI.

                  (c) PEI has, in all material respects, performed all
obligations, whether arising by operation of law, contract, or past custom,
required to be performed under or in connection with the employee benefit plans
disclosed on SCHEDULE 4.17 (individually, a "PEI EMPLOYEE BENEFIT PLAN" and,
collectively, the "PEI EMPLOYEES BENEFIT PLANS"), and PEI has no knowledge of
any default or violation by any other party with respect thereto.

                  (d) There are no Actions, suits or claims (other than routine
claims for benefits) pending, or, to PEI's knowledge, threatened, against any
PEI Employee Benefit Plan or against the assets funding any PEI Employee Benefit
Plan.

                  (e) PEI neither maintains nor contributes to any "EMPLOYEE
WELFARE BENEFIT" (as such term is defined in Section 3(i) of ERISA) plan which
provides any benefits to retirees or former employees of PEI.

         4.18 EMPLOYMENT LAW MATTERS.

                  (a) PEI (i) is in material compliance with all applicable laws
respecting employment, employment practices, terms and conditions of employment
and wages and hours; (ii) is in material compliance with all applicable laws and
regulations relating to the employment of aliens or similar immigration matters;
and (iii) is not engaged in any unfair labor practice, including, but not
limited to, discrimination or wrongful discharge.

                  (b) PEI has not at anytime had, nor to PEI's knowledge, is
there now threatened, a strike, picket, work stoppage, work slowdown or other
labor trouble, against or directly affecting PEI that had or would reasonably be
expected to have a material adverse effect on the PEI Business or PEI.

                                      -17-


                  (c) None of the employees of PEI is represented by a labor
union, and no petition has been filed or proceedings instituted by any employee
or group of employees with any labor relations board seeking recognition of a
bargaining representative. PEI is not a party to any multi-employer collective
bargaining agreement covering any of its employees.

                  (d) There are no controversies or disputes (including any
union grievances or arbitration proceeding) pending, or, to PEI's knowledge,
threatened, between PEI and any employees of PEI (or any union or other
representative of such employees). No unfair labor practice complaints have been
filed against PEI with the National Labor Relations Board or any other
Governmental Body or administrative body, and PEI has not received any written
notice or communication reflecting an intention or a threat to file any such
complaint.

         4.19 CONTRACTS AND COMMITMENTS.

                  (a) Together with the leases set forth on SCHEDULE 4.14, the
insurance policies set forth on SCHEDULE 4.23, and the PEI Employee Benefit
Plans and commitments set forth on SCHEDULE 4.17, SCHEDULE 4.19 contains a true
and complete list and description (stated without duplication), of:

                           (i) all contracts (including, without limitation,
letters of credit, and obligations for borrowed money) and commitments of PEI
which are material to the operations, business, prospects or condition
(financial or otherwise) of PEI;

                           (ii) all consulting agreements (whether written or
oral), regardless of amounts or duration;

                           (iii) all material contracts or commitments (whether
written or oral) with distributors, brokers, manufacturer's representatives,
sales representatives, service or warranty representatives, customers and other
persons, firms, corporations or other entities engaged in the sale,
distribution, service or repair of PEI's products;

                           (iv) all contracts relating to
construction-in-progress of capital assets; and

                           (v) all joint venture, licensing, profit sharing,
royalty or similar agreements or arrangements to which PEI is a party in any way
associated with the manufacture, marketing, sale or distribution of any products
or provision of any services of PEI.

                           (b) PEI has delivered to Accessity true and complete
copies of all of the documents identified on SCHEDULE 4.19 (collectively, the
"PEI MATERIAL CONTRACTS") and shall deliver true and complete copies of all such
other agreements, instruments and documents as Accessity may reasonably request
relating to the operation, ownership or conduct of the PEI Business.

                           (c) PEI is not a party to any written agreement that
would restrict it from carrying on the PEI Business anywhere in the world.

                                      -18-


                           (d) PEI is not a party to any "TAKE-OR-PAY"
contracts.

                           (e) Except as identified on SCHEDULE 4.19, PEI is not
a party to any employment agreements, arrangements and commitments, including
severance or termination arrangements and commitments (whether written or oral),
between PEI and any employees of PEI.

                           (f) PEI is not, and to the knowledge of PEI and the
PEI Majority Shareholders, no other party is, in default under or in breach or
violation of, nor has PEI received notice of any asserted claim of default by
PEI or by any other party under, or a breach or violation of, any of the PEI
Material Contracts.

         4.20 NO BROKERS. Except as disclosed on SCHEDULE 4.20, PEI is not
obligated for the payment of fees or expenses of any investment banker, broker
or finder in connection with the origin, negotiation or execution of this
Agreement in connection with any exchange of stock transaction provided for
herein.

         4.21 ENVIRONMENTAL MATTERS. PEI is in compliance in all material
respects with all Environmental Laws. There is no Action pending before any
court, Governmental Body or board or other forum or threatened by any person or
entity (i) for noncompliance by PEI with any Environmental Law (ii) relating to
the release into the environment by PEI of any pollutant, toxic or hazardous
material or waste generated by PEI, whether or not occurring at or on a site
owned, leased or operated by PEI. There has not been by PEI, nor to the
knowledge of PEI has there been at all, any past, storage, disposal, generation,
manufacture, refinement, transportation, production or treatment of any
hazardous materials or substances at, upon or from the facilities occupied or
used by PEI and any other real property presently or formerly owned by, used by
or leased to or by PEI, any predecessor of PEI (collectively, the "PEI
PROPERTY"). To the knowledge of PEI, neither PEI nor any properties owned or
operated by PEI has been or is in violation or is otherwise liable under, any
Environmental Law. To the knowledge of PEI, there are no asbestos-containing
materials, underground storage tanks or polychlorinated biphenyls (PCBs) located
on the PEI Property. To the knowledge of PEI, there has been no spill,
discharge, leak, emission, injection, disposal, escape, dumping or release of
any kind on, beneath or above the PEI Property or into the environment
surrounding such PEI Property of any hazardous materials or substances in
violation of any Environmental Law or requiring any remedial action. To the
knowledge of PEI, PEI has all permits, registrations, approvals and licenses
required by any Governmental Body under any Environmental Law to be obtained by
PEI in connection with the conduct of the business of PEI as presently
conducted.

         4.22 BANK ACCOUNTS. SCHEDULE 4.22 sets forth the names and locations of
all banks, trust companies, savings and loan associations, and other financial
institutions at which PEI maintains accounts of any nature and the names of all
persons authorized to draw thereon or make withdrawals therefrom.

         4.23 INSURANCE. SCHEDULE 4.23 sets forth a true and complete list and
description of (a) all of PEI's self-insurance practices and items covered by
such self-insurance and (b) all policies of fire, liability, worker's
compensation and other forms of insurance owned or held by PEI. No installment
premiums are due under the policies set forth on SCHEDULE 4.23 or, if
installment premiums shall be due and owing under such policies prior to the
Closing Date, such premiums shall have been paid up-to-date prior to the Closing
Date. All such policies are in full force and effect, insure against risks and
liabilities to the extent and in the manner deemed appropriate and sufficient by


                                      -19-


PEI in its reasonable business judgment, and, other than the receipt of a notice
of nonrenewal of a general liability insurance policy expiring in June 2004
applicable to the grain facility of PEI located in Madera, California due to a
fire that occurred at such facility in the first quarter of 2004, PEI has not
received any notice of cancellation with respect thereto. To PEI's knowledge,
PEI is not in default with respect to any provision contained in any such policy
and has not failed to give any notice or present any claim under any such policy
in a timely fashion.

         4.24 SUPPLIERS AND CUSTOMERS. PEI does not have any knowledge that any
supplier or customer or group of related suppliers or customers of PEI has
canceled or otherwise terminated or threatened to cancel or otherwise terminate,
its relationship with PEI, which termination would have a material adverse
effect on the PEI Business or PEI, or that any such supplier or customer or
group of related suppliers or customers expects to reduce its business with PEI
by reason of the transactions contemplated by this Agreement or for any other
reason whatsoever.

         4.25 LICENSES, PERMITS AND AUTHORIZATIONS. PEI has all necessary
Permits for the use and ownership or leasing of its properties and assets as
currently operated, used, owned or leased (including, without limitation, the
operation of a plant to product up to 40 million gallons of ethanol per year),
except for such Permits as to which the lack thereof does not and would not have
a material adverse effect on PEI or the PEI Business and except for certain
non-discretionary grading, foundation and building Permits to be obtained by PEI
in connection with the construction of an ethanol plant, as more particularly
described on SCHEDULE 4.25. All of the Permits are valid, in full force and
effect and in good standing. SCHEDULE 4.25 contains a true and complete list and
description of all the Permits. There is no claim or Action pending, or, to
PEI's knowledge, threatened, which disputes the validity of any such Permit or
threatens to revoke, cancel, suspend or limit any such Permit.

         4.26 ACCOUNTS RECEIVABLE. All accounts receivable of PEI shown on the
PEI Financial Statements and all accounts receivable created after March 31,
2004, subject to reserves created in the ordinary course of business on a basis
consistent with the past practices and policies of PEI and otherwise in
accordance with generally accepted accounting principles, (a) have been
collected or (b) to PEI's knowledge, are valid and enforceable, arose from
bona-fide sales to third parties in the ordinary course of business, and are
collectible at the aggregate recorded amounts thereof on the books of PEI.

         4.27 CONDITION OF TANGIBLE ASSETS. Except as disclosed on SCHEDULE
4.12, PEI's facilities and tangible assets, including, without limitation,
machinery, equipment, vehicles, furniture, plants and buildings, are in good
operating condition and repair (ordinary wear and tear excepted) and are
adequate for the uses to which they have been put by PEI in the ordinary course
of business, except for parts or repairs of an immaterial nature in the
aggregate, and PEI has not received any notice that any of such facilities or
assets is in need of substantial maintenance or repair.

         4.28 DISCLOSURE. No representation or warranty of PEI in this Agreement
(including, without limitation, the Schedules of PEI hereto) contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein not
misleading.

                                      -20-


                                   ARTICLE V
             REPRESENTATIONS AND WARRANTIES OF THE PEI SHAREHOLDERS
             ------------------------------------------------------

         Each of the PEI Shareholders, severally and not jointly, hereby
represents and warrants to Accessity that the following representations and
warranties are true and correct on and as of the date hereof:

         5.1 POWER AND AUTHORITY. Such PEI Shareholder has full power and
authority to enter into this Agreement, perform its respective obligations
hereunder, and carry out the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligation of such PEI Shareholder,
enforceable against such PEI Shareholder in accordance with its terms.

         5.2 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by such PEI Shareholder of its respective obligations
hereunder nor the consummation of the transactions contemplated hereby will
violate, or be in conflict with, or constitute a default under, any mortgage,
indenture, lease, or any agreement, instrument or commitment to which such PEI
Shareholder is a party.

         5.3 TITLE; CONSENTS AND APPROVALS; NO CLAIMS. Such PEI Shareholder is
the owner, beneficially and of record, of its shares of PEI Stock, free and
clear of all Liens. To such PEI Shareholder's knowledge, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority or any other third party is required to be made or
obtained by such PEI Shareholder in connection with the execution, delivery or
performance of this Agreement. To such PEI Shareholder's knowledge, there is no
claim, action, litigation, suit, cause of action or other proceeding pending or
threatened before any federal, state or local court, governmental agency or
regulatory body against such PEI Shareholder which seeks or may seek, directly
or indirectly, (a) to invalidate or set aside, in whole or in part, this
Agreement, (b) to restrain, prohibit, invalidate or set aside, in whole or in
part, the consummation of the transactions contemplated hereby or (c) to obtain
substantial damages in connection therewith.

         5.4 SECURITIES LAW COMPLIANCE.

                  (a) Such PEI Shareholder has a net worth sufficient to bear
the economic risk (including the entire loss) of its investment made in the
Accessity Exchange Shares;

                  (b) Such PEI Shareholder is an "ACCREDITED INVESTOR," as such
term is defined in Rule 501 of Regulation D promulgated under the rules and
regulations of the Securities Act;

                  (c) Such PEI Shareholder has adequate means of providing for
its current cash needs and personal contingencies and has no need for liquidity
in this investment in the Accessity Exchange Shares and has no reason to
anticipate any change in its personal circumstances, financial or otherwise,
which may cause or require any sale or distribution by such PEI Shareholder or
all or any part of the Accessity Exchange Shares acquired by it herein;

                  (d) by reason of such PEI Shareholder's business or financial
experience or the business or financial experience of such PEI Shareholder's
professional advisor(s) who are unaffiliated with and who are not compensated by
Accessity or any affiliate or selling agent of Accessity, directly or
indirectly, such PEI Shareholder has the capacity to protect its own interests
in connection with an investment in the Accessity Exchange Shares;

                                      -21-


                  (e) Such PEI Shareholder understands that the he, she or it is
acquiring Accessity Exchange Shares without being furnished any prospectus or
offering circular, other than a copy of this Agreement, a copy of the Proxy
Statement (as defined in SECTION 11.6 below) and a copy of the Owner Disclosure
Document (as defined in SECTION 11.7 below);

                  (f) No representations or warranties have been made to such
PEI Shareholder by Accessity or any employee or agent of Accessity and in
entering into this Agreement, such PEI Shareholder is not relying on any
information, other than as a result of the independent investigation of
Accessity by such PEI Shareholder, and no guarantee of any profit or return on
its investment made in the Accessity Exchange Shares has been made to such PEI
Shareholder;

                  (g) In evaluating the merits and risk of this investment, such
PEI Shareholder has relied on the advice of its personal tax advisor, investment
advisor and/or legal counsel;

                  (h) Such PEI Shareholder is aware that the Accessity Exchange
Shares have not been registered or qualified, nor is registration or
qualification contemplated (except where such PEI Shareholder is a party to a
Registration Rights Agreement with PEI, to the extent provided for therein),
with the SEC under the Securities Act or any state securities law. Accordingly,
the Accessity Exchange Shares may be sold or otherwise transferred or
hypothecated only if they are subsequently registered or qualified under the
Securities Act or applicable laws or if, in the opinion of counsel, an exemption
from registration or qualification thereunder is available and the transaction
will not jeopardize the availability of the exemptions under applicable federal
and state securities laws relied upon by Accessity in connection with the
offering in which such PEI Shareholder acquired its Accessity Exchange Shares;

                  (i) Such PEI Shareholder acknowledges that the Accessity
Exchange Shares were not offered by means of any general solicitation or
advertising;

                  (j) Such PEI Shareholder is acquiring its Accessity Exchange
Shares solely for its own account, for investment purposes only, and not with an
intent to sell, or for resale in connection with any distribution of all or any
portion of the Accessity Exchange Shares within the meaning of the Securities
Act; and

                  (k) The address of such PEI Shareholder set forth on the
signature pages hereto is the principal residence of such PEI Shareholder, if
such PEI Shareholder is an individual, or the principal business address of such
PEI Shareholder, if such PEI Shareholder is a business or other entity, and that
all offers to such PEI Shareholder have been made only in the state specified in
such address.

                                   ARTICLE VI
                    REPRESENTATIONS AND WARRANTIES OF KINERGY
                    -----------------------------------------

         Kinergy hereby represents and warrants to Accessity that the following
representations and warranties are true and correct on and as of the date
hereof:

                                      -22-


         6.1 ORGANIZATION AND GOOD STANDING. Kinergy is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of Oregon, has the power and authority to own, operate and lease its
properties and to carry on its business as now conducted, and is duly qualified
to do business and is in good standing in each jurisdiction where the character
of its properties owned or leased or the nature of its activities make such
qualification necessary (each such jurisdiction being listed on SCHEDULE 6.1),
except where the failure to be so qualified would not have a material adverse
effect on Kinergy.

         6.2 CAPITALIZATION. The limited liability company membership interests
of Kinergy are owned by the Kinergy Members as set forth in EXHIBIT C. No
limited liability company membership interests of Kinergy are outstanding as of
the date of this Agreement other than the Kinergy Interests set forth on EXHIBIT
C. The Kinergy Interests have been duly authorized and validly issued, are fully
paid and nonassessable, are not subject to any right of rescission and have been
offered, issued, sold and delivered by Kinergy in compliance with all
requirements of applicable laws.

         6.3 POWER AND AUTHORITY. Kinergy has full power and authority to enter
into this Agreement, to perform its obligations hereunder and to carry out the
transactions contemplated hereby. The execution and delivery of this Agreement,
the performance by Kinergy of its obligations hereunder and the consummation of
the transactions contemplated hereby have been duly authorized by the Managers
or the Managing Members and the Kinergy Members as required by applicable law,
Kinergy's Articles of Organization or its Operating Agreement. This Agreement
constitutes the legal, valid and binding obligation of Kinergy, enforceable
against it in accordance with its terms.

         6.4 OPTIONS/RIGHTS. Except as set forth in SCHEDULE 6.4, there are no
(i) options, warrants, calls, rights, commitments, conversion privileges or
preemptive or other rights or agreements outstanding to purchase or otherwise
acquire any limited liability company membership interests of Kinergy, (ii)
securities or debt convertible into or exchangeable for Kinergy limited
liability company membership interests or obligating Kinergy to grant, extend or
enter into any such option, warrant, call, commitment, conversion privileges or
preemptive or other right or agreement, or (iii) voting agreements, rights of
first refusal, preemptive rights, co-sale rights, or other restrictions
applicable to any outstanding limited liability company membership interests of
Kinergy.

         6.5 SUBSIDIARIES. Kinergy does not have any subsidiaries or any equity
interest, direct or indirect, in, or loans to, any corporation, partnership,
joint venture, limited liability company or other business entity.

         6.6 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by Kinergy of its obligations hereunder nor the consummation
of the transactions contemplated hereby will (a) contravene any provision of the
Articles of Organization or Operating Agreement of Kinergy; (b) violate, be in
conflict with, constitute a default under, permit the termination of, cause the
acceleration of the maturity of any debt or obligation of Kinergy under, require
(except as disclosed on SCHEDULE 6.6 hereto) the consent of any other party to,
constitute a breach of, create a loss of a material benefit under, or result in
the creation or imposition of any Lien, upon any property or assets of Kinergy
under, any mortgage, indenture, lease, contract, agreement, instrument or


                                      -23-


commitment to which Kinergy is a party or by which it or any of its assets or
properties may be bound; (c) to the knowledge of Kinergy, violate any statute or
law or any judgment, decree, order, regulation or rule of any court or
Governmental Body to which Kinergy or the Kinergy Business is subject or by
which Kinergy, any of its assets or properties are bound; or (d) result in the
loss of any license, privilege or certificate benefiting Kinergy or the Kinergy
Business.

         6.7 CONSENTS AND APPROVALS. Except as set forth on SCHEDULE 6.7 hereto,
no consent, approval or authorization of, or declaration, filing or registration
with, any governmental or regulatory authority or any other third party is
required to be made or obtained by Kinergy in connection with the execution,
delivery or performance of this Agreement.

         6.8 LITIGATION. There are Actions to which Kinergy is a party,
including, without limitation, Actions for personal injury, products liability,
wrongful death or other tortious conduct, or breach of warranty arising from or
relating to materials, commodities, products or goods used, transferred,
processed, manufactured, sold, distributed or shipped by Kinergy (a) involving
or relating to Kinergy, or any its assets, properties or rights, or (b) pending,
or, to Kinergy's knowledge, threatened, against Kinergy, or any of its assets,
properties or rights, before any court, arbitrator or administrative or
Governmental Body which, if adversely resolved, would have a material adverse
effect on the Kinergy Business.

         6.9 KINERGY FINANCIAL STATEMENTS. Kinergy has previously delivered to
Accessity the unaudited balance sheet of Kinergy as of December 31, 2003 and the
related statements of income and changes in financial position or cash flows, as
appropriate, for the period then ended (the "UNAUDITED 2003 KINERGY FINANCIAL
STATEMENTS"), together with an unaudited balance sheet of Kinergy as of March
31, 2004 and the related statements of income and changes in financial position
or cash flows, as appropriate, for the period then ended and, subsequent to the
date hereof, Kinergy will deliver to Accessity the audited balance sheet of
Kinergy as of December 31, 2003 and the related statements of income and changes
in financial position or cash flows, as appropriate, for the period then ended
(the "AUDITED 2003 KINERGY FINANCIAL STATEMENTS") (all such financial
statements, excluding, upon delivery to Accessity of the Audited 2003 Kinergy
Financial Statements, the Unaudited 2003 Kinergy Financial Statements, are
hereinafter collectively referred to as the "KINERGY FINANCIAL STATEMENTS"). The
Kinergy Financial Statements, together with the notes thereto, (i) were compiled
from the books and records of Kinergy regularly maintained by management and
used to prepare the financial statements of Kinergy, (ii) were prepared in
accordance with GAAP consistently applied throughout the period then ended and
all periods prior to that period; and (iii) present fairly and accurately the
financial condition of Kinergy for the period or as of the dates thereof,
subject, where appropriate, to normal year-end audit adjustments, in each case
in accordance with GAAP consistently applied during the period covered.

         6.10 NO UNDISCLOSED LIABILITIES. Kinergy has, and on the Closing Date
will have, no Liabilities other than those which (a) are fully reflected
reserved against in the Kinergy Financial Statements, (b) have been incurred
since March 31, 2004 in the ordinary course of business in amounts and for terms
consistent, individually and in the aggregate, with the past practice of Kinergy
or (c) have been specifically disclosed in the Schedules hereto by reference to
the specific section of this Agreement to which such disclosure relates.

         6.11 TAXES AND TAX RETURNS. All of the tax returns and reports of
Kinergy required by applicable law to be filed prior to the date hereof have
been duly filed and all taxes shown as due thereon have been paid. There are in
effect no waivers of the applicable statutes of limitations for any federal,


                                      -24-


state, local or foreign taxes for any period. No liability for any federal,
state, local or foreign income, sales, use, withholding, payroll, franchise,
real property or personal property taxes is pending, and there is no proposed
liability for any such taxes to be imposed upon the properties or assets of
Kinergy. Kinergy does not have any liability for any federal, state, local or
foreign income, sales, use, withholding, payroll, franchise, real property or
personal property taxes, assessments, amounts, interest or penalties of any
nature whatsoever other than as shown on the March 31, 2004 Kinergy Financial
Statements and there is no basis for any additional claim or assessment other
than with respect to liabilities for taxes which may have accrued since the date
of the March 31, 2004 Kinergy Financial Statements in the ordinary course of
business and reserved against on the books and records of Kinergy compiled in
accordance with generally accepted accounting principles which have been
consistently applied to the Closing Date. The provisions for taxes reflected in
the March 31, 2004 Kinergy Financial Statements are adequate for federal, state,
county and local taxes for the period ended on December 31, 2003 and for all
prior periods, whether disputed or undisputed. There are no present disputes
about taxes of any nature payable by Kinergy. Kinergy has never filed, and will
not file on or before the Closing Date, any consent under section 341(f) of the
Code. Kinergy's tax returns have never been audited by any taxation authority.

         6.12 ABSENCE OF CERTAIN CHANGES. Except as set forth on SCHEDULE 6.12,
since December 31, 2003, Kinergy has conducted the Kinergy Business only in the
ordinary course and consistent with prior practices and has not:

                  (a) suffered any material adverse change in its condition
(financial or otherwise), results of operations, assets, liabilities, reserves,
the Kinergy Business, or operations;

                  (b) suffered any damage, destruction or loss, whether covered
by insurance or not, materially adversely affecting the Kinergy Business,
operations, assets, or condition (financial or otherwise);

                  (c) paid, discharged or satisfied any Liability or other
expenses, other than the payment, discharge or satisfaction of the Liabilities
described in SECTION 6.10 at the time the same were due and payable and in the
ordinary course of business;

                  (d) paid or otherwise made any contribution to any
profit-sharing or pension plan or other Employee Benefit Plan (as defined in
SECTION 6.17 below);

                  (e) mortgaged or pledged, or permitted the imposition of any
Lien upon, any of its properties or assets (real, personal or mixed, tangible or
intangible), other than those incurred in the ordinary course of business or
otherwise listed on SCHEDULE 6.12 hereto;

                  (f) cancelled or compromised any debts, or waived or permitted
to lapse any material claims or rights, or sold, assigned, transferred or
otherwise disposed of, other than in the ordinary course, any of its properties
or assets (real, personal or mixed, tangible or intangible);

                  (g) disposed of or permitted to lapse any rights to the use of
any patent, registered trademark, service mark, trade name or copyright, or
disposed of or disclosed to any person any trade secret, formula, process or
know-how material to the Kinergy Business not theretofore a matter of public
knowledge;

                                      -25-


                  (h) except as disclosed on SCHEDULE 6.12, granted any increase
in the compensation of any officer, employee or consultant of Kinergy (including
any such increase pursuant to any bonus, pension, profit-sharing or other plan
or commitment) or any increase in the compensation payable or to become payable
to any officer, employee or consultant;

                  (i) entered into any commitment or transaction not in the
ordinary course of business or made any capital expenditure or commitment for
any additions to property, plant or equipment, except commitments, transactions
or capital expenditures which do not in any single case exceed $25,000 or in the
aggregate exceed $50,000;

                  (j) made any change in any method of accounting or accounting
practice (including, without limitation, any change in depreciation or
amortization policies or rates);

                  (k) paid, loaned or advanced any amount to, or sold,
transferred or leased any properties or assets (real, personal or mixed,
tangible or intangible) to, or entered into any agreement or arrangement with,
any of its officers, employees, members, or any family member or Affiliate of
any of its officers, employees or members, or any officer, employee or member of
any such Affiliate;

                  (l) declared, set aside, paid or made any distribution or
payment in respect of the limited liability company membership interests of
Kinergy, or any direct or indirect redemption, purchase or other acquisition of
any of its limited liability company membership interests;

                  (m) knowingly waived or released any right or claim of
Kinergy;

                  (n) received a commencement notice or, to the knowledge of
Kinergy, received any threat of commencement, of any civil or criminal
litigation, investigation or proceeding against Kinergy;

                  (o) experienced any labor trouble or, to the knowledge of
Kinergy, received any claim of wrongful discharge or worker's compensation
claim;

                  (p) agreed, whether in writing or otherwise, to take any
action referred to in and prohibited by this SECTION 6.12; or

                  (q) become aware of any other event or condition that has had
or would reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), results of operations, assets, liabilities,
reserves, the Kinergy Business, the Kinergy Intellectual Property (as defined
below) or the operations of Kinergy.

         6.13 TITLE TO PROPERTIES; ENCUMBRANCES.

                  (a) Kinergy has good and marketable title to all of its
properties and assets (real, personal or mixed, tangible or intangible),
including without limitation the Kinergy Intellectual Property. None of
Kinergy's properties or assets is subject to any Lien, except for Permitted
Liens (including the Liens set forth on SCHEDULE 6.13), none of which adversely
affects the Kinergy Business or the continued operations of Kinergy.

                                      -26-


                  (b) All material property and assets (real, personal or mixed,
tangible or intangible) used or required by Kinergy in the conduct of the
Kinergy Business are fully owned by Kinergy (except to the extent of any
Permitted Liens). All such property and assets, or the leases or licenses
thereof, constitute all property, assets and contractual rights necessary for
the conduct of the Kinergy Business as presently conducted.

         6.14 LEASES.

                  (a) SCHEDULE 6.14 contains a true and complete list of:

                           (i) all leases pursuant to which Kinergy leases or
subleases any real property interests, whether as lessor, lessee, sublessor or
sublessee;

                           (ii) all leases pursuant to which Kinergy leases any
type of personal property;

                           (iii) all leases pursuant to which Kinergy leases any
vehicles or related equipment; and

                           (iv) all leases pursuant to which Kinergy leases to
others any type of property.

                  (b) Each such lease described on SCHEDULE 6.14 is the legal,
valid and binding obligation of Kinergy and, to the knowledge of Kinergy, the
other parties thereto, enforceable in accordance with their respective terms,
and is in full force and effect. Kinergy is not in default under any such lease,
and Kinergy has not received any notice from any person or entity asserting that
Kinergy is in default under any such lease, and no events or circumstances exist
which, with notice or the passage of time or both, would constitute a default
under any such lease.

         6.15 INTELLECTUAL PROPERTY. Kinergy owns all right, title and interest
in, or has the right to use, sell or license all patent applications, patents,
trademark applications, trademarks, service marks, trade names, copyright
applications, copyrights, trade secrets, know-how, technology, customer lists,
proprietary processes and formulae, all source and object code, algorithms,
inventions, development tools and all documentation and media constituting,
describing or relating to the above, including, without limitation, manuals,
memoranda and records and other intellectual property and proprietary rights
used in or reasonably necessary or required for the conduct of its respective
business as presently conducted (collectively, the "KINERGY INTELLECTUAL
PROPERTY").

         6.16 COMPLIANCE WITH LAWS. Kinergy has not been charged with, and, to
Kinergy's knowledge, Kinergy is not threatened with or under any investigation
with respect to, any charge concerning any violation of any provision of any
federal, state, local or foreign law, regulation, ordinance, order or
administrative ruling affecting the Kinergy Business or Kinergy, and Kinergy is
not in default with respect to any order, writ, injunction or decree of any
court, agency or instrumentality affecting the Kinergy Business or Kinergy. To
Kinergy's knowledge, Kinergy is not in violation of any federal, state, local or
foreign law, ordinance or regulation or any other requirement of any
Governmental Body or regulatory body, court or arbitrator applicable to the
Kinergy Business or Kinergy which would have a material adverse effect on


                                      -27-


Kinergy or the Kinergy Business. Without limiting the generality of the
foregoing, Kinergy is in compliance in all material respects with all
Occupational Safety and Health Laws, including those rules and regulations
promulgated by OSHA, except where such non-compliance would not have a material
adverse effect on Kinergy or the Kinergy Business.

         6.17 EMPLOYEE BENEFIT PLANS.

                  (a) SCHEDULE 6.17 contains a true and complete list and
description of each pension, retirement, severance, welfare, profit-sharing,
stock purchase, stock option, vacation, deferred compensation, bonus or other
incentive plan, or other employee benefit program, arrangement, agreement or
understanding, or medical, vision, dental or other health plan, or life
insurance or disability plan, retiree medical or life insurance plan or any
other employee benefit plans, including, without limitation, any "EMPLOYEE
BENEFIT PLAN" (as defined in Section 3(3) of ERISA), to which Kinergy
contributes or is a party or by which it is bound or under which it may have
liability and under which employees or former employees of Kinergy (or their
beneficiaries) are eligible to participate or derive a benefit. Each employee
benefit plan which is a "GROUP HEALTH PLAN" (as such term is defined in Section
5000(b)(i) of the Code) satisfies the applicable requirements of Section 4980B
of the Code. Except as described on SCHEDULE 6.17, Kinergy has no formal plan or
commitment, whether legally binding or not, to create any additional plan,
practice or agreement or modify or change any existing plan, practice or
agreement that would affect any of its employees or terminated employees.
Benefits under all employee benefit plans are as represented and have not been
and will not be increased subsequent to the date copies of such plans have been
provided.

                  (b) Kinergy does not contribute to or have any obligation to
contribute to, has not at any time contributed to or had an obligation to
contribute to, sponsor or maintain, and has not at any time sponsored or
maintained, a "MULTI-EMPLOYER PLAN" (within the meaning of Section 3(37) of
ERISA) for the benefit of employees or former employees of Kinergy.

                  (c) Kinergy has, in all material respects, performed all
obligations, whether arising by operation of law, contract, or past custom,
required to be performed under or in connection with the employee benefit plans
disclosed on SCHEDULE 6.17 (individually, a "KINERGY EMPLOYEE BENEFIT PLAN" and,
collectively, the "KINERGY EMPLOYEES BENEFIT PLANS"), and Kinergy has no
knowledge of any default or violation by any other party with respect thereto.

                  (d) There are no Actions, suits or claims (other than routine
claims for benefits) pending, or, to Kinergy's knowledge, threatened, against
any Kinergy Employee Benefit Plan or against the assets funding any Kinergy
Employee Benefit Plan.

                  (e) Kinergy neither maintains nor contributes to any "EMPLOYEE
WELFARE BENEFIT" (as such term is defined in Section 3(i) of ERISA) plan which
provides any benefits to retirees or former employees of Kinergy.

         6.18 EMPLOYMENT LAW MATTERS.

                  (a) Kinergy (i) is in material compliance with all applicable
laws respecting employment, employment practices, terms and conditions of
employment and wages and hours; (ii) is in material compliance with all
applicable laws and regulations relating to the employment of aliens or similar
immigration matters; and (iii) is not engaged in any unfair labor practice,
including, but not limited to, discrimination or wrongful discharge.

                                      -28-


                  (b) Kinergy has not at anytime during the last three (3) years
had, nor to Kinergy's knowledge, is there now threatened, a strike, picket, work
stoppage, work slowdown or other labor trouble, against or directly affecting
Kinergy that had or would reasonably be expected to have a material adverse
effect on the Kinergy Business or Kinergy.

                  (c) None of the employees of Kinergy is represented by a labor
union, and no petition has been filed or proceedings instituted by any employee
or group of employees with any labor relations board seeking recognition of a
bargaining representative. Kinergy is not a party to any multi-employer
collective bargaining agreement covering any of its employees.

                  (d) There are no controversies or disputes (including any
union grievances or arbitration proceeding) pending, or, to Kinergy's knowledge,
threatened, between Kinergy and any employees of Kinergy (or any union or other
representative of such employees). No unfair labor practice complaints have been
filed against Kinergy with the National Labor Relations Board or any other
Governmental Body or administrative body, and Kinergy has not received any
written notice or communication reflecting an intention or a threat to file any
such complaint.

         6.19 CONTRACTS AND COMMITMENTS.

                  (a) Together with the leases set forth on SCHEDULE 6.14, the
insurance policies set forth on SCHEDULE 6.23, and the Kinergy Employee Benefit
Plans and commitments set forth on SCHEDULE 6.17, SCHEDULE 6.19 contains a true
and complete list and description (stated without duplication), of:

                           (i) all contracts (including, without limitation,
letters of credit, and obligations for borrowed money) and commitments of
Kinergy which are material to the operations, business, prospects or condition
(financial or otherwise) of Kinergy;

                           (ii) all consulting agreements (whether written or
oral), regardless of amounts or duration;

                           (iii) all material contracts or commitments (whether
written or oral) with distributors, brokers, manufacturer's representatives,
sales representatives, service or warranty representatives, customers and other
persons, firms, corporations or other entities engaged in the sale,
distribution, service or repair of Kinergy's products;

                           (iv) all contracts relating to
construction-in-progress of capital assets; and

                           (v) all joint venture, licensing, profit sharing,
royalty or similar agreements or arrangements to which Kinergy is a party in any
way associated with the manufacture, marketing, sale or distribution of any
products or provision of any services of Kinergy.

                                      -29-


                  (b) Kinergy has delivered to Accessity true and complete
copies of all of the documents identified on SCHEDULE 6.19 (collectively, the
"KINERGY MATERIAL CONTRACTS") and shall deliver true and complete copies of all
such other agreements, instruments and documents as Accessity may reasonably
request relating to the operation, ownership or conduct of the Kinergy Business.

                  (c) Kinergy is not a party to any written agreement that would
restrict it from carrying on the Kinergy Business anywhere in the world.

                  (d) Kinergy is not a party to any "TAKE-OR-PAY" contracts.

                  (e) Except as identified on SCHEDULE 6.19, Kinergy is not a
party to any employment agreements, arrangements and commitments, including
severance or termination arrangements and commitments (whether written or oral),
between Kinergy and any employees of Kinergy.

                  (f) Kinergy is not, and to the knowledge of Kinergy, no other
party is, in default under or in breach or violation of, nor has Kinergy
received notice of any asserted claim of default by Kinergy or by any other
party under, or a breach or violation of, any of the Kinergy Material Contracts.

         6.20 NO BROKERS. Except as disclosed on SCHEDULE 6.20, Kinergy is not
obligated for the payment of fees or expenses of any investment banker, broker
or finder in connection with the origin, negotiation or execution of this
Agreement in connection with any exchange of stock transaction provided for
herein.

         6.21 ENVIRONMENTAL MATTERS. Kinergy is in compliance in all material
respects with all Environmental Laws. There is no Action pending before any
court, Governmental Body or board or other forum or threatened by any person or
entity (i) for noncompliance by Kinergy with any Environmental Law (ii) relating
to the release into the environment by Kinergy of any pollutant, toxic or
hazardous material or waste generated by Kinergy, whether or not occurring at or
on a site owned, leased or operated by Kinergy. There has not been by Kinergy,
nor to the knowledge of Kinergy has there been at all, any past, storage,
disposal, generation, manufacture, refinement, transportation, production or
treatment of any hazardous materials or substances at, upon or from the
facilities occupied or used by Kinergy and any other real property presently or
formerly owned by, used by or leased to or by Kinergy, any predecessor of
Kinergy (collectively, the "KINERGY PROPERTY"). To the knowledge of Kinergy,
neither Kinergy nor any properties owned or operated by Kinergy has been or is
in violation or is otherwise liable under, any Environmental Law. To the
knowledge of Kinergy, there are no asbestos-containing materials, underground
storage tanks or polychlorinated biphenyls (PCBs) located on the Kinergy
Property. To the knowledge of Kinergy, there has been no spill, discharge, leak,
emission, injection, disposal, escape, dumping or release of any kind on,
beneath or above the Kinergy Property or into the environment surrounding such
Kinergy Property of any hazardous materials or substances in violation of any
Environmental Law or requiring any remedial action. To the knowledge of Kinergy,
Kinergy has all permits, registrations, approvals and licenses required by any
Governmental Body under any Environmental Law to be obtained by Kinergy in
connection with the conduct of the business of Kinergy as presently conducted.

                                      -30-


         6.22 BANK ACCOUNTS. SCHEDULE 6.22 sets forth the names and locations of
all banks, trust companies, savings and loan associations, and other financial
institutions at which Kinergy maintains accounts of any nature and the names of
all persons authorized to draw thereon or make withdrawals therefrom.

         6.23 INSURANCE. SCHEDULE 6.23 sets forth a true and complete list and
description of (a) all of Kinergy's self-insurance practices and items covered
by such self-insurance and (b) all policies of fire, liability, worker's
compensation and other forms of insurance owned or held by Kinergy. No
installment premiums are due under the policies set forth on SCHEDULE 6.23 or,
if installment premiums shall be due and owing under such policies prior to the
Closing Date, such premiums shall have been paid up-to-date prior to the Closing
Date. All such policies are in full force and effect, insure against risks and
liabilities to the extent and in the manner deemed appropriate and sufficient by
Kinergy in its reasonable business judgment, and Kinergy has not received any
notice of cancellation with respect thereto. To Kinergy's knowledge, Kinergy is
not in default with respect to any provision contained in any such policy and
has not failed to give any notice or present any claim under any such policy in
a timely fashion.

         6.24 SUPPLIERS AND CUSTOMERS. Kinergy does not have any knowledge that
any supplier or customer or group of related suppliers or customers of Kinergy
has canceled or otherwise terminated or threatened to cancel or otherwise
terminate, its relationship with Kinergy, which termination would have a
material adverse effect on the Kinergy Business or Kinergy, or that any such
supplier or customer or group of related suppliers or customers expects to
reduce its business with Kinergy by reason of the transactions contemplated by
this Agreement or for any other reason whatsoever.

         6.25 LICENSES, PERMITS AND AUTHORIZATIONS. Kinergy has all necessary
Permits for the use and ownership or leasing of its properties and assets as
currently operated, used, owned or leased, except for such Permits as to which
the lack thereof does not and would not have a material adverse effect on
Kinergy or the Kinergy Business. All of the Permits are valid, in full force and
effect and in good standing. SCHEDULE 6.25 contains a true and complete list and
description of all the Permits and Kinergy has previously delivered to Accessity
true and complete copies of all such Permits identified in SCHEDULE 6.25 and in
effect as of the date hereof. There is no claim or Action pending, or, to
Kinergy's knowledge, threatened, which disputes the validity of any such Permit
or threatens to revoke, cancel, suspend or limit any such Permit.

         6.26 ACCOUNTS RECEIVABLE. All accounts receivable of Kinergy shown on
the Kinergy Financial Statements and all accounts receivable created after March
31, 2004, subject to reserves created in the ordinary course of business on a
basis consistent with the past practices and policies of Kinergy and otherwise
in accordance with generally accepted accounting principles, (a) have been
collected or (b) to Kinergy's knowledge, are valid and enforceable, arose from
bona-fide sales to third parties in the ordinary course of business, and are
collectible at the aggregate recorded amounts thereof on the books of Kinergy.

         6.27 CONDITION OF TANGIBLE ASSETS. Kinergy's facilities and tangible
assets, including, without limitation, machinery, equipment, vehicles,
furniture, plants and buildings, are in good operating condition and repair
(ordinary wear and tear excepted) and are adequate for the uses to which they
have been put by Kinergy in the ordinary course of business, except for parts or
repairs of an immaterial nature in the aggregate, and Kinergy has not received
any notice that any of such facilities or assets is in need of substantial
maintenance or repair.

                                      -31-


         6.28 DISCLOSURE. No representation or warranty of Kinergy in this
Agreement (including, without limitation, the Schedules of Kinergy hereto)
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary to make the statements herein or
therein not misleading.

                                   ARTICLE VII
              REPRESENTATIONS AND WARRANTIES OF THE KINERGY MEMBERS
              -----------------------------------------------------

         Each of the Kinergy Members, severally and not jointly, hereby
represents and warrants to Accessity that the following representations and
warranties are true and correct on and as of the date hereof:

         7.1 POWER AND AUTHORITY. Such Kinergy Member has full power and
authority to enter into this Agreement, perform its respective obligations
hereunder, and carry out the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligation of such Kinergy Member,
enforceable against such Kinergy Member in accordance with its terms.


         7.2 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by such Kinergy Member of its respective obligations
hereunder nor the consummation of the transactions contemplated hereby will
violate, or be in conflict with, or constitute a default under, any mortgage,
indenture, lease, or any agreement, instrument or commitment to which such
Kinergy Member is a party.

         7.3 TITLE; CONSENTS AND APPROVALS; NO CLAIMS. Such Kinergy Member is
the owner, beneficially and of record, of its Kinergy Interests, free and clear
of all liens, encumbrances, security agreements, options, claims, charges and
restrictions. To such Kinergy Member's knowledge, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority or any other third party is required to be made or
obtained by such Kinergy Member in connection with the execution, delivery or
performance of this Agreement. To such Kinergy Member's knowledge, there is no
claim, action, litigation, suit, cause of action or other proceeding pending or
threatened before any federal, state or local court, governmental agency or
regulatory body against such Kinergy Member which seeks or may seek, directly or
indirectly, (a) to invalidate or set aside, in whole or in part, this Agreement,
(b) to restrain, prohibit, invalidate or set aside, in whole or in part, the
consummation of the transactions contemplated hereby or (c) to obtain
substantial damages in connection therewith.

         7.4 SECURITIES LAW COMPLIANCE.

                  (a) Such Kinergy Member has a net worth sufficient to bear the
economic risk (including the entire loss) of its investment made in the
Accessity Exchange Shares;

                                      -32-


                  (b) Such Kinergy Member is an "ACCREDITED INVESTOR," as such
term is defined in Rule 501 of Regulation D promulgated under the rules and
regulations of the Securities Act;

                  (c) Such Kinergy Member has adequate means of providing for
its current cash needs and personal contingencies and has no need for liquidity
in this investment in the Accessity Exchange Shares and has no reason to
anticipate any change in its personal circumstances, financial or otherwise,
which may cause or require any sale or distribution by such Kinergy Member or
all or any part of the Accessity Exchange Shares acquired by it herein;

                  (d) by reason of such Kinergy Member's business or financial
experience or the business or financial experience of such Kinergy Member's
professional advisor(s) who are unaffiliated with and who are not compensated by
Accessity or any affiliate or selling agent of Accessity, directly or
indirectly, such Kinergy Member has the capacity to protect its own interests in
connection with an investment in the Accessity Exchange Shares;

                  (e) Such Kinergy Member understands that he, she or it is
acquiring Accessity Exchange Shares without being furnished any prospectus or
offering circular, other than a copy of this Agreement, a copy of the Proxy
Statement (as defined in SECTION 11.6 below) and a copy of the Owner Disclosure
Document (as defined in SECTION 11.7 below);

                  (f) No representations or warranties have been made to such
Kinergy Member by Accessity or any employee or agent of Accessity and in
entering into this Agreement, such Kinergy Member is not relying on any
information, other than as a result of the independent investigation of
Accessity by such Kinergy Member, and no guarantee of any profit or return on
its investment made in the Accessity Exchange Shares has been made to such
Kinergy Member;

                  (g) In evaluating the merits and risk of this investment, such
Kinergy Member has relied on the advice of its personal tax advisor, investment
advisor and/or legal counsel;

                  (h) Such Kinergy Member is aware that the Accessity Exchange
Shares have not been registered or qualified, nor is registration or
qualification contemplated, with the SEC under the Securities Act or any state
securities law. Accordingly, the Accessity Exchange Shares may be sold or
otherwise transferred or hypothecated only if they are subsequently registered
or qualified under the Securities Act or applicable laws or if, in the opinion
of counsel, an exemption from registration or qualification thereunder is
available and the transaction will not jeopardize the availability of the
exemptions under applicable federal and state securities laws relied upon by
Accessity in connection with the offering in which such Kinergy Member acquired
its Accessity Exchange Shares;

                  (i) Such Kinergy Member acknowledges that the Accessity
Exchange Shares were not offered by means of any general solicitation or
advertising;

                  (j) Such Kinergy Member is acquiring its Accessity Exchange
Shares solely for its own account, for investment purposes only, and not with an
intent to sell, or for resale in connection with any distribution of all or any
portion of the Accessity Exchange Shares within the meaning of the Securities
Act; and

                  (k) The address of such Kinergy Member furnished by such
Kinergy Member at the end of this Agreement is the principal residence of such
Kinergy Member, if such Kinergy Member is an individual, or the principal
business address of such Kinergy Member, if such Kinergy Member is a business or
other entity, and that all offers to such Kinergy Member have been made only in
the state specified in such address.

                                      -33-


                                  ARTICLE VIII
                   REPRESENTATIONS AND WARRANTIES OF REENERGY
                   ------------------------------------------

         Reenergy hereby represents and warrants to Accessity that the following
representations and warranties are true and correct on and as of the date
hereof:

         8.1 ORGANIZATION AND GOOD STANDING. Reenergy is a limited liability
company duly organized, validly existing and in good standing under the laws of
the State of California, has the power and authority to own, operate and lease
its properties and to carry on its business as now conducted, and is duly
qualified to do business and is in good standing in each jurisdiction where the
character of its properties owned or leased or the nature of its activities make
such qualification necessary (each such jurisdiction being listed on SCHEDULE
8.1), except where the failure to be so qualified would not have a material
adverse effect on Reenergy.

         8.2 CAPITALIZATION. The limited liability company membership interests
of Reenergy are owned by the Reenergy Members as set forth in EXHIBIT D. No
limited liability company membership interests of Reenergy are outstanding as of
the date of this Agreement other than the Reenergy Interests set forth on
EXHIBIT D. The Reenergy Interests have been duly authorized and validly issued,
are fully paid and nonassessable, are not subject to any right of rescission and
have been offered, issued, sold and delivered by Reenergy in compliance with all
requirements of applicable laws.

         8.3 POWER AND AUTHORITY. Reenergy has full power and authority to enter
into this Agreement, to perform its obligations hereunder and to carry out the
transactions contemplated hereby. The execution and delivery of this Agreement,
the performance by Reenergy of its obligations hereunder and the consummation of
the transactions contemplated hereby have been duly authorized by Reenergy and
the Reenergy Majority Members as required by applicable law, Reenergy's Articles
of Organization or Operating Agreement. This Agreement constitutes the legal,
valid and binding obligation of Reenergy, enforceable against it in accordance
with its terms.

         8.4 OPTIONS/RIGHTS. Except as set forth in SCHEDULE 8.4, there are no
(i) options, warrants, calls, rights, commitments, conversion privileges or
preemptive or other rights or agreements outstanding to purchase or otherwise
acquire any limited liability company membership interests of Reenergy, (ii)
securities or debt convertible into or exchangeable for Reenergy limited
liability company membership interests or obligating Reenergy to grant, extend
or enter into any such option, warrant, call, commitment, conversion privileges
or preemptive or other right or agreement, or (iii) voting agreements, rights of
first refusal, preemptive rights, co-sale rights, or other restrictions
applicable to any outstanding limited liability company membership interests of
Reenergy.

         8.5 SUBSIDIARIES. Reenergy does not have any subsidiaries or any equity
interest, direct or indirect, in, or loans to, any corporation, partnership,
joint venture, limited liability company or other business entity.

         8.6 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by Reenergy of its obligations hereunder nor the
consummation of the transactions contemplated hereby will (a) contravene any
provision of the Articles of Organization or Operating Agreement of Reenergy;
(b) violate, be in conflict with, constitute a default under, permit the
termination of, cause the acceleration of the maturity of any debt or obligation


                                      -34-


of Reenergy under, require (except as disclosed on SCHEDULE 8.6 hereto) the
consent of any other party to, constitute a breach of, create a loss of a
material benefit under, or result in the creation or imposition of any Lien,
upon any property or assets of Reenergy under, any mortgage, indenture, lease,
contract, agreement, instrument or commitment to which Reenergy is a party or by
which it or he or any of its or his respective assets or properties may be
bound; (c) to the knowledge of Reenergy, violate any statute or law or any
judgment, decree, order, regulation or rule of any court or Governmental Body to
which Reenergy or the Reenergy Business is subject or by which Reenergy, any of
its assets or properties are bound; or (d) result in the loss of any license,
privilege or certificate benefiting Reenergy or the Reenergy Business.

         8.7 CONSENTS AND APPROVALS. Except as set forth on SCHEDULE 8.7 hereto,
no consent, approval or authorization of, or declaration, filing or registration
with, any governmental or regulatory authority or any other third party is
required to be made or obtained by Reenergy in connection with the execution,
delivery or performance of this Agreement by Reenergy.

         8.8 LITIGATION. There are Actions to which Reenergy is a party,
including, without limitation, Actions for personal injury, products liability,
wrongful death or other tortious conduct, or breach of warranty arising from or
relating to materials, commodities, products or goods used, transferred,
processed, manufactured, sold, distributed or shipped by Reenergy (a) involving
or relating to Reenergy, or any its assets, properties or rights, or (b)
pending, or, to Reenergy's knowledge, threatened, against Reenergy or any of its
assets, properties or rights, before any court, arbitrator or administrative or
Governmental Body which, if adversely resolved, would have a material adverse
effect on the Reenergy Business.

         8.9 REENERGY FINANCIAL STATEMENTS. Reenergy has previously delivered to
Accessity the unaudited balance sheet of Reenergy as of December 31, 2003 and
the related statements of income and changes in financial position or cash
flows, as appropriate, for the period then ended (the "UNAUDITED 2003 REENERGY
FINANCIAL STATEMENTS"), together with an unaudited balance sheet of Reenergy as
of March 31, 2004 and the related statements of income and changes in financial
position or cash flows, as appropriate, for the period then ended and,
subsequent to the date hereof, Reenergy will deliver to Accessity the audited
balance sheet of Reenergy as of December 31, 2003 and the related statements of
income and changes in financial position or cash flows, as appropriate, for the
period then ended (the "AUDITED 2003 REENERGY FINANCIAL STATEMENTS") (all such
financial statements, excluding, upon delivery to Accessity of the Audited 2003
Reenergy Financial Statements, the Unaudited 2003 Reenergy Financial Statements,
are hereinafter collectively referred to as the "REENERGY FINANCIAL
STATEMENTS"). The Reenergy Financial Statements, together with the notes
thereto, (i) were compiled from the books and records of Reenergy regularly
maintained by management and used to prepare the financial statements of
Reenergy, (ii) were prepared in accordance with GAAP consistently applied
throughout the period then ended and all periods prior to that period; and (iii)
present fairly and accurately the financial condition of Reenergy for the period
or as of the dates thereof, subject, where appropriate, to normal year-end audit
adjustments, in each case in accordance with GAAP consistently applied during
the period covered.

         8.10 NO UNDISCLOSED LIABILITIES. Reenergy has, and on the Closing Date
will have, no Liabilities other than those which (a) are fully reflected
reserved against in the Reenergy Financial Statements, (b) have been incurred
since March 31, 2004 in the ordinary course of business in amounts and for terms
consistent, individually and in the aggregate, with the past practice of
Reenergy or (c) have been specifically disclosed in the Schedules hereto by
reference to the specific section of this Agreement to which such disclosure
relates.

                                      -35-


         8.11 TAXES AND TAX RETURNS. All of the tax returns and reports of
Reenergy required by applicable law to be filed prior to the date hereof have
been duly filed and all taxes shown as due thereon have been paid. There are in
effect no waivers of the applicable statutes of limitations for any federal,
state, local or foreign taxes for any period. No liability for any federal,
state, local or foreign income, sales, use, withholding, payroll, franchise,
real property or personal property taxes is pending, and there is no proposed
liability for any such taxes to be imposed upon the properties or assets of
Reenergy. Reenergy does not have any liability for any federal, state, local or
foreign income, sales, use, withholding, payroll, franchise, real property or
personal property taxes, assessments, amounts, interest or penalties of any
nature whatsoever other than as shown on the March 31, 2004 Reenergy Financial
Statements and there is no basis for any additional claim or assessment other
than with respect to liabilities for taxes which may have accrued since the date
of the March 31, 2004 Reenergy Financial Statements in the ordinary course of
business and reserved against on the books and records of Reenergy compiled in
accordance with generally accepted accounting principles which have been
consistently applied to the Closing Date. The provisions for taxes reflected in
the March 31, 2004 Reenergy Financial Statements are adequate for federal,
state, county and local taxes for the period ended on December 31, 2003 and for
all prior periods, whether disputed or undisputed. There are no present disputes
about taxes of any nature payable by Reenergy. Reenergy has never filed, and
will not file on or before the Closing Date, any consent under section 341(f) of
the Code. Reenergy's tax returns have never been audited by any taxation
authority.

         8.12 ABSENCE OF CERTAIN CHANGES. Except as set forth on SCHEDULE 8.12,
since December 31, 2003, Reenergy has conducted the Reenergy Business only in
the ordinary course and consistent with prior practices and has not:

                  (a) suffered any material adverse change in its condition
(financial or otherwise), results of operations, assets, liabilities, reserves,
the Reenergy Business, or operations;

                  (b) suffered any damage, destruction or loss, whether covered
by insurance or not, materially adversely affecting the Reenergy Business,
operations, assets, or condition (financial or otherwise);

                  (c) paid, discharged or satisfied any Liability or other
expenses, other than the payment, discharge or satisfaction of the Liabilities
described in SECTION 8.10 at the time the same were due and payable and in the
ordinary course of business;

                  (d) paid or otherwise made any contribution to any
profit-sharing or pension plan or other Employee Benefit Plan (as defined in
SECTION 8.17 below);

                  (e) mortgaged or pledged, or permitted the imposition of any
Lien upon, any of its properties or assets (real, personal or mixed, tangible or
intangible), other than those incurred in the ordinary course of business or
otherwise listed on SCHEDULE 8.12 hereto;

                                      -36-


                  (f) cancelled or compromised any debts, or waived or permitted
to lapse any material claims or rights, or sold, assigned, transferred or
otherwise disposed of, other than in the ordinary course, any of its properties
or assets (real, personal or mixed, tangible or intangible);

                  (g) disposed of or permitted to lapse any rights to the use of
any patent, registered trademark, service mark, trade name or copyright, or
disposed of or disclosed to any person any trade secret, formula, process or
know-how material to the Reenergy Business not theretofore a matter of public
knowledge;

                  (h) except as disclosed on SCHEDULE 8.12, granted any increase
in the compensation of any officer, employee or consultant of Reenergy
(including any such increase pursuant to any bonus, pension, profit-sharing or
other plan or commitment) or any increase in the compensation payable or to
become payable to any officer, employee or consultant;

                  (i) entered into any commitment or transaction not in the
ordinary course of business or made any capital expenditure or commitment for
any additions to property, plant or equipment, except commitments, transactions
or capital expenditures which do not in any single case exceed $25,000 or in the
aggregate exceed $50,000;

                  (j) made any change in any method of accounting or accounting
practice (including, without limitation, any change in depreciation or
amortization policies or rates);

                  (k) paid, loaned or advanced any amount to, or sold,
transferred or leased any properties or assets (real, personal or mixed,
tangible or intangible) to, or entered into any agreement or arrangement with,
any of its officers, employees, members, or any family member or Affiliate of
any of its officers, employees or members, or any officer, employee or member of
any such Affiliate;

                  (l) declared, set aside, paid or made any distribution or
payment in respect of the limited liability company membership interests of
Reenergy, or any direct or indirect redemption, purchase or other acquisition of
any of its limited liability company membership interests;

                  (m) knowingly waived or released any right or claim of
Reenergy;

                  (n) received a commencement notice or, to the knowledge of
Reenergy, received any threat of commencement, of any civil or criminal
litigation, investigation or proceeding against Reenergy;

                  (o) experienced any labor trouble or, to the knowledge of
Reenergy, received any claim of wrongful discharge or worker's compensation
claim;

                  (p) agreed, whether in writing or otherwise, to take any
action referred to in and prohibited by this SECTION 8.12; or

                  (q) become aware of any other event or condition that has had
or would reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), results of operations, assets, liabilities,
reserves, the Reenergy Business, the Reenergy Intellectual Property (as defined
below) or the operations of Reenergy.

                                      -37-


         8.13 TITLE TO PROPERTIES; ENCUMBRANCES.

                  (a) Reenergy has good and marketable title to all of its
properties and assets (real, personal or mixed, tangible or intangible),
including without limitation the Reenergy Intellectual Property. None of
Reenergy's properties or assets is subject to any Lien, except Permitted Liens
(including the Liens set forth on SCHEDULE 8.13), none of which adversely
affects the Reenergy Business or the continued operations of Reenergy.

                  (b) All material property and assets (real, personal or mixed,
tangible or intangible) used or required by Reenergy in the conduct of the
Reenergy Business are fully owned by Reenergy (except to the extent of any
Permitted Liens). All such property and assets, or the leases or licenses
thereof, constitute all property, assets and contractual rights necessary for
the conduct of the Reenergy Business.

         8.14 LEASES.

                  (a) SCHEDULE 8.14 contains a true and complete list of:

                           (i) all leases pursuant to which Reenergy leases or
subleases any real property interests, whether as lessor, lessee, sublessor or
sublessee;

                           (ii) all leases pursuant to which Reenergy leases any
type of personal property;

                           (iii) all leases pursuant to which Reenergy leases
any vehicles or related equipment; and

                           (iv) all leases pursuant to which Reenergy leases to
others any type of property.

                  (b) Each such lease described on SCHEDULE 8.14 is the legal,
valid and binding obligation of Reenergy and, to the knowledge of Reenergy, the
other parties thereto, enforceable in accordance with their respective terms,
and is in full force and effect. Reenergy is not in default under any such
lease, and Reenergy has not received any notice from any person or entity
asserting that Reenergy is in default under any such lease, and no events or
circumstances exist which, with notice or the passage of time or both, would
constitute a default under any such lease.

         8.15 INTELLECTUAL PROPERTY. Reenergy owns all right, title and interest
in, or has the right to use, sell or license all patent applications, patents,
trademark applications, trademarks, service marks, trade names, copyright
applications, copyrights, trade secrets, know-how, technology, customer lists,
proprietary processes and formulae, all source and object code, algorithms,
inventions, development tools and all documentation and media constituting,
describing or relating to the above, including, without limitation, manuals,
memoranda and records and other intellectual property and proprietary rights
used in or reasonably necessary or required for the conduct of its respective
business as presently conducted (collectively, the "REENERGY INTELLECTUAL
Property").

                                      -38-


         8.16 COMPLIANCE WITH LAWS. Reenergy has not been charged with, and, to
Reenergy's knowledge, Reenergy is not threatened with or under any investigation
with respect to, any charge concerning any violation of any provision of any
federal, state, local or foreign law, regulation, ordinance, order or
administrative ruling affecting the Reenergy Business or Reenergy, and Reenergy
is not in default with respect to any order, writ, injunction or decree of any
court, agency or instrumentality affecting the Reenergy Business or Reenergy. To
Reenergy's knowledge, Reenergy is not in violation of any federal, state, local
or foreign law, ordinance or regulation or any other requirement of any
Governmental Body or regulatory body, court or arbitrator applicable to the
Reenergy Business or Reenergy which would have a material adverse effect on
Reenergy or the Reenergy Business. Without limiting the generality of the
foregoing, Reenergy is in compliance in all material respects with all
Occupational Safety and Health Laws, including those rules and regulations
promulgated by OSHA, except where such non-compliance would not have a material
adverse effect on Reenergy or the Reenergy Business.

         8.17 EMPLOYEE BENEFIT PLANS.

                  (a) SCHEDULE 8.17 contains a true and complete list and
description of each pension, retirement, severance, welfare, profit-sharing,
stock purchase, stock option, vacation, deferred compensation, bonus or other
incentive plan, or other employee benefit program, arrangement, agreement or
understanding, or medical, vision, dental or other health plan, or life
insurance or disability plan, retiree medical or life insurance plan or any
other employee benefit plans, including, without limitation, any "EMPLOYEE
BENEFIT PLAN" (as defined in Section 3(3) of ERISA), to which Reenergy
contributes or is a party or by which it is bound or under which it may have
liability and under which employees or former employees of Reenergy (or their
beneficiaries) are eligible to participate or derive a benefit. Each employee
benefit plan which is a "GROUP HEALTH PLAN" (as such term is defined in Section
5000(b)(i) of the Code) satisfies the applicable requirements of Section 4980B
of the Code. Except as described on SCHEDULE 8.17, Reenergy has no formal plan
or commitment, whether legally binding or not, to create any additional plan,
practice or agreement or modify or change any existing plan, practice or
agreement that would affect any of its employees or terminated employees.
Benefits under all employee benefit plans are as represented and have not been
and will not be increased subsequent to the date copies of such plans have been
provided.

                  (b) Reenergy does not contribute to or have any obligation to
contribute to, has not at any time contributed to or had an obligation to
contribute to, sponsor or maintain, and has not at any time sponsored or
maintained, a "MULTI-EMPLOYER PLAN" (within the meaning of Section 3(37) of
ERISA) for the benefit of employees or former employees of Reenergy.

                  (c) Reenergy has, in all material respects, performed all
obligations, whether arising by operation of law, contract, or past custom,
required to be performed under or in connection with the employee benefit plans
disclosed on SCHEDULE 8.17 (individually, a "REENERGY EMPLOYEE BENEFIT PLAN"
and, collectively, the "REENERGY EMPLOYEES BENEFIT PLANS"), and Reenergy has no
knowledge of any default or violation by any other party with respect thereto.

                  (d) There are no Actions, suits or claims (other than routine
claims for benefits) pending, or, to Reenergy's knowledge, threatened, against
any Reenergy Employee Benefit Plan or against the assets funding any Reenergy
Employee Benefit Plan.

                                      -39-


                  (e) Reenergy neither maintains nor contributes to any
"EMPLOYEE WELFARE BENEFIT" (as such term is defined in Section 3(i) of ERISA)
plan which provides any benefits to retirees or former employees of Reenergy.

         8.18 EMPLOYMENT LAW MATTERS.

                  (a) Reenergy (i) is in material compliance with all applicable
laws respecting employment, employment practices, terms and conditions of
employment and wages and hours; (ii) is in material compliance with all
applicable laws and regulations relating to the employment of aliens or similar
immigration matters; and (iii) is not engaged in any unfair labor practice,
including, but not limited to, discrimination or wrongful discharge.

                  (b) Reenergy has not at anytime during the last three (3)
years had, nor to Reenergy's knowledge, is there now threatened, a strike,
picket, work stoppage, work slowdown or other labor trouble, against or directly
affecting Reenergy that had or would reasonably be expected to have a material
adverse effect on the Reenergy Business or Reenergy.

                  (c) None of the employees of Reenergy is represented by a
labor union, and no petition has been filed or proceedings instituted by any
employee or group of employees with any labor relations board seeking
recognition of a bargaining representative. Reenergy is not a party to any
multi-employer collective bargaining agreement covering any of its employees.

                  (d) There are no controversies or disputes (including any
union grievances or arbitration proceeding) pending, or, to Reenergy's
knowledge, threatened, between Reenergy and any employees of Reenergy (or any
union or other representative of such employees). No unfair labor practice
complaints have been filed against Reenergy with the National Labor Relations
Board or any other Governmental Body or administrative body, and Reenergy has
not received any written notice or communication reflecting an intention or a
threat to file any such complaint.

         8.19 CONTRACTS AND COMMITMENTS.

                  (a) Together with the leases set forth on SCHEDULE 8.14, the
insurance policies set forth on SCHEDULE 8.23, and the Reenergy Employee Benefit
Plans and commitments set forth on SCHEDULE 8.17, SCHEDULE 8.19 contains a true
and complete list and description (stated without duplication), of:

                           (i) all contracts (including, without limitation,
letters of credit, and obligations for borrowed money) and commitments of
Reenergy which are material to the operations, business, prospects or condition
(financial or otherwise) of Reenergy;

                           (ii) all consulting agreements (whether written or
oral), regardless of amounts or duration;

                           (iii) all material contracts or commitments (whether
written or oral) with distributors, brokers, manufacturer's representatives,
sales representatives, service or warranty representatives, customers and other
persons, firms, corporations or other entities engaged in the sale,
distribution, service or repair of Reenergy's products;

                                      -40-


                           (iv) all contracts relating to
construction-in-progress of capital assets; and

                           (v) all joint venture, licensing, profit sharing,
royalty or similar agreements or arrangements to which Reenergy is a party in
any way associated with the manufacture, marketing, sale or distribution of any
products or provision of any services of Reenergy.

                  (b) Reenergy has delivered to Accessity true and complete
copies of all of the documents identified on SCHEDULE 8.19 (collectively, the
"REENERGY MATERIAL CONTRACTS") and shall deliver true and complete copies of all
such other agreements, instruments and documents as Accessity may reasonably
request relating to the operation, ownership or conduct of the Reenergy
Business.

                  (c) Reenergy is not a party to any written agreement that
would restrict it from carrying on the Reenergy Business anywhere in the world.

                  (d) Reenergy is not a party to any "TAKE-OR-PAY" contracts.

                  (e) Except as identified on SCHEDULE 8.19, Reenergy is not a
party to any employment agreements, arrangements and commitments, including
severance or termination arrangements and commitments (whether written or oral),
between Reenergy and any employees of Reenergy.

                  (f) Reenergy is not, and to the knowledge of Reenergy, no
other party is, in default under or in breach or violation of, nor has Reenergy
received notice of any asserted claim of default by Reenergy or by any other
party under, or a breach or violation of, any of the Reenergy Material
Contracts.

         8.20 NO BROKERS. Except as disclosed on SCHEDULE 8.20, Reenergy is not
obligated for the payment of fees or expenses of any investment banker, broker
or finder in connection with the origin, negotiation or execution of this
Agreement in connection with any exchange of stock transaction provided for
herein.

         8.21 ENVIRONMENTAL MATTERS. Reenergy is in compliance in all material
respects with all Environmental Laws. There is no Action pending before any
court, Governmental Body or board or other forum or threatened by any person or
entity (i) for noncompliance by Reenergy with any Environmental Law (ii)
relating to the release into the environment by Reenergy of any pollutant, toxic
or hazardous material or waste generated by Reenergy, whether or not occurring
at or on a site owned, leased or operated by Reenergy. There has not been by
Reenergy, nor to the knowledge of Reenergy has there been at all, any past,
storage, disposal, generation, manufacture, refinement, transportation,
production or treatment of any hazardous materials or substances at, upon or
from the facilities occupied or used by Reenergy and any other real property
presently or formerly owned by, used by or leased to or by Reenergy, any
predecessor of Reenergy (collectively, the "REENERGY PROPERTY"). To the
knowledge of Reenergy, neither Reenergy nor any properties owned or operated by
Reenergy has been or is in violation or is otherwise liable under, any
Environmental Law. To the knowledge of Reenergy, there are no
asbestos-containing materials, underground storage tanks or polychlorinated


                                      -41-


biphenyls (PCBs) located on the Reenergy Property. To the knowledge of Reenergy,
there has been no spill, discharge, leak, emission, injection, disposal, escape,
dumping or release of any kind on, beneath or above the Reenergy Property or
into the environment surrounding such Reenergy Property of any hazardous
materials or substances in violation of any Environmental Law or requiring any
remedial action. To the knowledge of Reenergy, Reenergy has all permits,
registrations, approvals and licenses required by any Governmental Body under
any Environmental Law to be obtained by Reenergy in connection with the conduct
of the business of Reenergy as presently conducted.

         8.22 BANK ACCOUNTS. SCHEDULE 8.22 sets forth the names and locations of
all banks, trust companies, savings and loan associations, and other financial
institutions at which Reenergy maintains accounts of any nature and the names of
all persons authorized to draw thereon or make withdrawals therefrom.

         8.23 INSURANCE. SCHEDULE 8.23 sets forth a true and complete list and
description of (a) all of Reenergy's self-insurance practices and items covered
by such self-insurance and (b) all policies of fire, liability, worker's
compensation and other forms of insurance owned or held by Reenergy. No
installment premiums are due under the policies set forth on SCHEDULE 8.23 or,
if installment premiums shall be due and owing under such policies prior to the
Closing Date, such premiums shall have been paid up-to-date prior to the Closing
Date. All such policies are in full force and effect, insure against risks and
liabilities to the extent and in the manner deemed appropriate and sufficient by
Reenergy in its reasonable business judgment, and Reenergy has not received any
notice of cancellation with respect thereto. To Reenergy's knowledge, Reenergy
is not in default with respect to any provision contained in any such policy and
has not failed to give any notice or present any claim under any such policy in
a timely fashion.

         8.24 SUPPLIERS AND CUSTOMERS. Reenergy does not have any knowledge that
any supplier or customer or group of related suppliers or customers of Reenergy
has canceled or otherwise terminated or threatened to cancel or otherwise
terminate, its relationship with Reenergy, which termination would have a
material adverse effect on the Reenergy Business or Reenergy, or that any such
supplier or customer or group of related suppliers or customers expects to
reduce its business with Reenergy by reason of the transactions contemplated by
this Agreement or for any other reason whatsoever.

         8.25 LICENSES, PERMITS AND AUTHORIZATIONS. Reenergy has all necessary
Permits for the use and ownership or leasing of its properties and assets as
currently operated, used, owned or leased, except for such Permits as to which
the lack thereof does not and would not have a material adverse effect on
Reenergy or the Reenergy Business. All of the Permits are valid, in full force
and effect and in good standing. SCHEDULE 8.25 contains a true and complete list
and description of all the Permits. There is no claim or Action pending, or, to
Reenergy's knowledge, threatened, which disputes the validity of any such Permit
or threatens to revoke, cancel, suspend or limit any such Permit.

         8.26 ACCOUNTS RECEIVABLE. All accounts receivable of Reenergy shown on
the Reenergy Financial Statements and all accounts receivable created after
March 31, 2004, subject to reserves created in the ordinary course of business
on a basis consistent with the past practices and policies of Reenergy and
otherwise in accordance with generally accepted accounting principles, (a) have
been collected or (b) to Reenergy's knowledge, are valid and enforceable, arose
from bona-fide sales to third parties in the ordinary course of business, and
are collectible at the aggregate recorded amounts thereof on the books of
Reenergy.

                                      -42-


         8.27 CONDITION OF TANGIBLE ASSETS. Reenergy's facilities and tangible
assets, including, without limitation, machinery, equipment, vehicles,
furniture, plants and buildings, are in good operating condition and repair
(ordinary wear and tear excepted) and are adequate for the uses to which they
have been put by Reenergy in the ordinary course of business, except for parts
or repairs of an immaterial nature in the aggregate, and Reenergy has not
received any notice that any of such facilities or assets is in need of
substantial maintenance or repair.

         8.28 DISCLOSURE. No representation or warranty of Reenergy in this
Agreement (including, without limitation, the Schedules of Reenergy hereto)
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary to make the statements herein or
therein not misleading.

                                   ARTICLE IX
             REPRESENTATIONS AND WARRANTIES OF THE REENERGY MEMBERS
             ------------------------------------------------------

         Each of the Reenergy Members, severally and not jointly, hereby
represents and warrants to Accessity that the following representations and
warranties are true and correct on and as of the date hereof:

         9.1 POWER AND AUTHORITY. Such Reenergy Member has full power and
authority to enter into this Agreement, perform its respective obligations
hereunder, and carry out the transactions contemplated hereby. This Agreement
constitutes the legal, valid and binding obligation of such Reenergy Member,
enforceable against such Reenergy Member in accordance with its terms.

         9.2 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the performance by such Reenergy Member of its respective obligations
hereunder nor the consummation of the transactions contemplated hereby will
violate, or be in conflict with, or constitute a default under, any mortgage,
indenture, lease, or any agreement, instrument or commitment to which such
Reenergy Member is a party.

         9.3 TITLE; CONSENTS AND APPROVALS; NO CLAIMS. Such Reenergy Member is
the owner, beneficially and of record, of its Reenergy Interests, free and clear
of all liens, encumbrances, security agreements, options, claims, charges and
restrictions. To such Reenergy Member's knowledge, no consent, approval or
authorization of, or declaration, filing or registration with, any governmental
or regulatory authority or any other third party is required to be made or
obtained by such Reenergy Member in connection with the execution, delivery or
performance of this Agreement. To such Reenergy Member's knowledge, there is no
claim, action, litigation, suit, cause of action or other proceeding pending or
threatened before any federal, state or local court, governmental agency or
regulatory body against such Reenergy Member which seeks or may seek, directly
or indirectly, (a) to invalidate or set aside, in whole or in part, this
Agreement, (b) to restrain, prohibit, invalidate or set aside, in whole or in
part, the consummation of the transactions contemplated hereby or (c) to obtain
substantial damages in connection therewith.

         9.4 SECURITIES LAW COMPLIANCE.

                  (a) Such Reenergy Member has a net worth sufficient to bear
the economic risk (including the entire loss) of its investment made in the
Accessity Exchange Shares;

                                      -43-


                  (b) Such Reenergy Member is an "ACCREDITED INVESTOR," as such
term is defined in Rule 501 of Regulation D promulgated under the rules and
regulations of the Securities Act (except in regard to Celilo Group, a member of
Kinergy Resources, LLC, and Tom Koehler, a Reenergy Member, each of whom shall
be provided with an Owner Disclosure Document (as defined in SECTION 11.7 below)
that is in compliance with paragraph (b)(2) of Rule 502 of Regulation D
promulgated under the Securities Act);

                  (c) Such Reenergy Member has adequate means of providing for
its current cash needs and personal contingencies and has no need for liquidity
in this investment in the Accessity Exchange Shares and has no reason to
anticipate any change in its personal circumstances, financial or otherwise,
which may cause or require any sale or distribution by such Reenergy Member or
all or any part of the Accessity Exchange Shares acquired by it herein;

                  (d) by reason of such Reenergy Member's business or financial
experience or the business or financial experience of such Reenergy Member's
professional advisor(s) who are unaffiliated with and who are not compensated by
Accessity or any affiliate or selling agent of Accessity, directly or
indirectly, such Reenergy Member has the capacity to protect its own interests
in connection with an investment in the Accessity Exchange Shares;

                  (e) Such Reenergy Member understands that he, she or it is
acquiring Accessity Exchange Shares without being furnished any prospectus or
offering circular, other than a copy of this Agreement, a copy of the Proxy
Statement (as defined in SECTION 11.6 below) and a copy of the Owner Disclosure
Document (as defined in SECTION 11.7 below);

                  (f) No representations or warranties have been made to such
Reenergy Member by Accessity or any employee or agent of Accessity and in
entering into this Agreement, such Reenergy Member is not relying on any
information, other than as a result of the independent investigation of
Accessity by such Reenergy Member, and no guarantee of any profit or return on
its investment made in the Shares has been made to such Reenergy Member;

                  (g) In evaluating the merits and risk of this investment, such
Reenergy Member has relied on the advice of its personal tax advisor, investment
advisor and/or legal counsel;

                  (h) Such Reenergy Member is aware that the Accessity Exchange
Shares have not been registered or qualified, nor is registration or
qualification contemplated, with the SEC under the Securities Act or any state
securities law. Accordingly, the Accessity Exchange Shares may be sold or
otherwise transferred or hypothecated only if they are subsequently registered
or qualified under the Securities Act or applicable laws or if, in the opinion
of counsel, an exemption from registration or qualification thereunder is
available and the transaction will not jeopardize the availability of the
exemptions under applicable federal and state securities laws relied upon by
Accessity in connection with the offering in which such Reenergy Member acquired
its Accessity Exchange Shares;

                  (i) Such Reenergy Member acknowledges that the Accessity
Exchange Shares were not offered by means of any general solicitation or
advertising;

                                      -44-


                  (j) Such Reenergy Member is acquiring its Accessity Exchange
Shares solely for its own account, for investment purposes only, and not with an
intent to sell, or for resale in connection with any distribution of all or any
portion of the Accessity Exchange Shares within the meaning of the Securities
Act; and

                  (k) The address of such Reenergy Member furnished by such
Reenergy Member at the end of this Agreement is the principal residence of such
Reenergy Member, if such Reenergy Member is an individual, or the principal
business address of such Reenergy Member, if such Reenergy Member is a business
or other entity, and that all offers to such Reenergy Member have been made only
in the state specified in such address.

                                    ARTICLE X
                   REPRESENTATIONS AND WARRANTIES OF ACCESSITY
                   -------------------------------------------

         Accessity hereby represents and warrants that, except as disclosed
herein or set forth on its Schedules attached hereto:

         10.1 DUE ORGANIZATION, AUTHORIZATION AND VALIDITY. Accessity is a
corporation duly organized, validly existing and in good standing under the laws
of the state of its incorporation and has all necessary power, legal capacity
and authority to (i) conduct its business in the manner in which its business is
currently being conducted and to own and use its assets in the manner in which
its assets are currently owned and used and (ii) enter into and perform its
obligations under this Agreement and under all contracts, agreements and
instruments to which it is a party or by which it or its assets or properties
are subject or bound. This Agreement and the consummation of the transactions
contemplated hereby has been duly and validly approved by the Board of Directors
of Accessity. This Agreement constitutes the legal, valid and binding obligation
of Accessity, enforceable against it in accordance with its terms.

         10.2 ABSENCE OF CERTAIN CHANGES. Since December 31, 2003, there has not
been any change in the financial condition, properties, assets, liabilities,
business or results of operations of Accessity, which change by itself or in
conjunction with all other such changes, whether or not arising in the ordinary
course of business, has had or can reasonably be expected to have a material
adverse effect on Accessity.

         10.3 NO BROKERS. Accessity is not obligated for the payment of fees or
expenses of any investment banker, broker or finder in connection with the
origin, negotiation or execution of this Agreement in connection with the
exchange of stock transaction provided for herein.

         10.4 SEC FILINGS; FINANCIAL STATEMENTS.

                  (a) Accessity has delivered to each of the Acquired Companies
accurate and complete copies (excluding copies of exhibits) of each report,
registration statements (on a form other than Form S-8) and definitive proxy
statement required to be filed with the SEC by Accessity with the SEC between
January 1, 2002 and the date of this Agreement (collectively, the "ACCESSITY SEC
DOCUMENTS"). As of the time it was filed with the SEC (or, if amended or
superseded by a filing prior to the date of this Agreement, then on the date of
such filing): (i) each of the Accessity SEC Documents complied in all material
respects with the applicable requirements of the Securities Act or the Exchange
Act (as the case may be); and (ii) none of the Accessity SEC Documents contained


                                      -45-


any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. All of the Accessity SEC Documents were timely filed, unless a
filing under Rule 12b-25 of the Exchange Act was timely filed, in which case the
applicable filing was made within the time period prescribed in Rule 12b-25.

                  (b) The consolidated financial statements contained in the
Accessity SEC Documents: (i) complied as to form in all material respect with
the then applicable accounting requirements and with the published rules and
regulations of the SEC applicable thereto; (ii) were prepared in accordance with
GAAP throughout the periods covered, except as may be indicated in the notes to
such financial statements and (in the case of unaudited statements) as permitted
by Form 10-Q or Form 10-QSB, as applicable, and except that unaudited financial
statements may not contain footnotes and are subject to year-end audit
adjustments; and (iii) fairly present the consolidated financial position of
Accessity and its subsidiaries as of the respective dates thereof and the
consolidated results of operations of Accessity and its subsidiaries for the
period covered thereby.

         10.5 VALID ISSUANCE. The Accessity Exchange Shares to be issued in the
Share Exchange will, when issued in accordance with the provisions of this
Agreement, be validly issued, fully paid and nonassessable.

         10.6 DISCLOSURE. None of the information in the Proxy Statement (as
defined in SECTION 11.6 below) will contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The Proxy Statement will comply as
to form in all material respects with the provisions of the Exchange Act and the
rules and regulations promulgated by the SEC thereunder, except that no
representation or warranty is made by Accessity with respect to statements made
therein based on information supplied by any of the Acquired Companies for
inclusion in the Proxy Statement.

         10.7 COMPLIANCE WITH APPLICABLE LAWS. The business of Accessity and the
businesses of the Accessity Subsidiaries (as defined below) are not being
conducted in violation of any law, ordinance, regulation, rule or order of any
Governmental Body where such violation would have a material adverse effect.
Accessity has not been notified by any Governmental Body that any investigation
or review with respect to Accessity or any of the Accessity Subsidiaries is
pending or threatened, nor has any Governmental Body notified Accessity of its
intention to conduct the same. Accessity and the Accessity Subsidiaries Exchange
Shares to be issued in the Share Exchange will, when issued in accordance with
the provisions of this Agreement, be validly issued, fully paid and
nonassessable.

         10.8 NO CONFLICT. Neither the execution, delivery and performance of
this Agreement nor the consummation of the transactions contemplated hereby or
thereby nor compliance with the provisions hereof or thereof will: (i) conflict
with, or result in any violations of, or cause a default (with or without notice
or lapse of time, or both) under, or give rise to a right of termination,
amendment, cancellation or acceleration of any obligation contained in, or the
loss of any material benefit under, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the material properties or
assets of Accessity or any of the Accessity Subsidiaries under, any term,
condition or provision of (x) the articles of incorporation or bylaws of
Accessity or any of the Accessity Subsidiaries or (y) any loan or credit


                                      -46-


agreement, note, bond, mortgage, indenture, lease or other material agreement,
judgment, order, decree, statute, law, ordinance, rule or regulation applicable
to Accessity or any of the Accessity Subsidiaries or their respective properties
or assets, other than any such conflicts, violations, defaults, losses, liens,
security interests, charges, or encumbrances which, individually or in the
aggregate, would not have a material adverse effect on Accessity or the business
of Accessity; or (ii) require the affirmative vote of the holders of greater
than a majority of the issued and outstanding shares of the common stock of
Accessity.

         10.9 GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, declaration or filing with, any Governmental
Body, is required to be obtained by Accessity in connection with the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby, except for: (i) the filing with the SEC of (x) the Proxy
Statement relating to the Accessity Shareholders' Meeting (as defined in SECTION
11.6 below), and (y) such reports and information under the Exchange Act and the
rules and regulations promulgated by the SEC thereunder, as may be required in
connection with this Agreement and the transactions contemplated hereby; (ii)
such filings, authorizations, orders and approvals as may be required under
state "control share acquisition," "anti-takeover" or other similar statutes and
regulations (collectively, "STATE TAKEOVER LAWS"); (iii) such filings,
authorizations, order and approvals as may be required under foreign laws, state
securities laws and the Bylaws of the National Association of Securities
Dealers, Inc. ("NASD"); (iv) such filings and notifications (if any) as may be
necessary under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended ("HSR ACT"); and (v) where the failure to obtain such consents,
approvals, etc., would not prevent or delay the consummation of the Share
Exchange or otherwise prevent Accessity from performing its obligations under
this Agreement and would not reasonably be expected to have a material adverse
effect on Accessity or the business of Accessity.

                                   ARTICLE XI
               CERTAIN OBLIGATIONS OF THE PARTIES PRIOR TO CLOSING
               ---------------------------------------------------

         Accessity and the Acquired Companies hereby covenant as follows:

         11.1 ACCESS TO ACCESSITY PRIOR TO CLOSING. Accessity shall afford the
Acquired Companies and their respective counsel, accountants, investment
bankers, investors and other authorized agents and representatives (their
"ADVISORS") reasonable access during normal business hours to Accessity's
properties, books, records and personnel in order that the Acquired Companies
and their respective Advisors may have the opportunity to make such reasonable
investigations as they shall desire to make of the affairs of Accessity.
Accessity shall furnish, or shall cause its accountants to furnish, such
additional financial and operating data and other information as any of the
Acquired Companies or any of their Advisors shall from time to time reasonably
request, including, without limitation, all financial and operating data as
shall be necessary for verification of the accuracy of the financial statements
of Accessity. Accessity shall, upon the reasonable request of any of the
Acquired Companies, assist the Acquired Companies and their respective Advisors
in contacting and communicating with suppliers, customers, employees and
Advisors of Accessity.

         11.2 ACCESS TO ACQUIRED COMPANIES PRIOR TO CLOSING. Each Acquired
Company shall afford Accessity and the other Acquired Companies and their
respective Advisors reasonable access during normal business hours to such
Acquired Company's properties, books, records and personnel in order that
Accessity and the other Acquired Companies and their respective Advisors may
have the opportunity to make such reasonable investigations as they shall desire


                                      -47-


to make of the affairs of such Acquired Company. Each Acquired Company shall
furnish, or shall cause its accountants to furnish, such additional financial
and operating data and other information as Accessity or any of the other
Acquired Companies or any of their respective Advisors shall from time to time
reasonably request, including, without limitation, all financial and operating
data as shall be necessary for verification of the accuracy of the financial
statements of such Acquired Company. Such Acquired Company shall, upon the
reasonable request of Accessity or any of the other Acquired Companies, assist
Accessity and the Acquired Companies and their respective Advisors in contacting
and communicating with suppliers, customers, employees and Advisors of such
Acquired Company.

         11.3 CONFIDENTIALITY PRIOR TO CLOSING. Except as required by law or any
securities exchange, and subject to SECTION 17.1 below, each party hereto shall,
and shall cause its officers and Advisors to, hold in strict confidence, and not
disclose to others (except its Advisors) for any reason whatsoever, without the
prior written consent of the other party, any nonpublic information received by
it from the other party in connection with the transactions contemplated hereby
and will not use such information for any purpose in the event that no Closing
occurs under this Agreement. No party hereto shall communicate, directly or
indirectly, to any third party other than their respective employees, agents and
Advisors any of the terms, conditions and other aspects of this Agreement and
the negotiation and preparation hereof until the Closing has occurred or the
negotiations between the parties has terminated.

         11.4 CONDUCT PRIOR TO CLOSING DATE. Except as otherwise contemplated by
this Agreement, prior to the Closing Date:

                  (a) PEI shall:

                           (i) conduct the PEI Business and operations of PEI
only in the ordinary course, including, without limitation, maintaining
inventories at levels not in excess of those consistent with past practices;

                           (ii) maintain the properties and assets of PEI in
good condition and repair and not dispose of any of its assets except in the
ordinary course of business consistent with past practices, perform its
obligations under all agreements to which it is a party or by which it or any of
its assets or properties are bound and maintain all of its Permits in good
standing;

                           (iii) continue in effect the policies of insurance
(or similar coverage) referred to in SECTION 4.23;

                           (iv) not borrow any money except for amounts that are
not in the aggregate material to the financial condition of PEI;

                           (v) use its commercially reasonable efforts to keep
available the services of the present employees of PEI;

                           (vi) not declare, set aside or pay any cash or stock
dividend or other distribution in respect of capital stock, or redeem or
otherwise acquire any of its capital stock;

                                      -48-


                           (vii) maintain and preserve the goodwill of the
suppliers, customers and others having business relations with PEI;

                           (viii) not lend any amount to any person or entity,
other than advances for travel and expenses which are incurred in the ordinary
course of business consistent with past practices, not material in amount and
documented by receipts for the claim amounts;

                           (ix) not guarantee or act as a surety for any
obligation except for obligations in amounts that are not material;

                           (x) not waive or release any right or claim except
for the waiver or release of non-material claims in the ordinary course of
business consistent with past practices;

                           (xi) not issue or sell any shares of its capital
stock of any class (except upon the exercise of a bona fide option, warrant or
other right to acquire such capital stock currently outstanding or conversion of
any currently outstanding securities which are by their terms convertible in
shares of its capital stock), or any other of its securities, or issue or create
any warrants, obligations, subscriptions, options, convertible securities or
other commitments to issue shares of capital stock, or accelerate the vesting of
any outstanding option or other security;

                           (xii) not split or combine the outstanding shares of
its capital stock of any class or enter into any recapitalization or agreement
affecting the number or rights of outstanding shares of its capital stock of any
class or affecting any other of its securities;

                           (xiii) not form, merge, consolidate or reorganize
with, or acquire, any entity; or

                           (xiv) not amend its articles of incorporation or
bylaws.

                  (b) Kinergy shall:

                           (i) conduct the Kinergy Business and operations of
Kinergy only in the ordinary course, including, without limitation, maintaining
inventories at levels not in excess of those consistent with past practices;

                           (ii) maintain the properties and assets of Kinergy in
good condition and repair and not dispose of any of its assets except in the
ordinary course of business consistent with past practices, perform its
obligations under all agreements to which it is a party or by which it or any of
its assets or properties are bound and maintain all of its Permits in good
standing;

                           (iii) continue in effect the policies of insurance
(or similar coverage) referred to in SECTION 6.23;

                           (iv) not borrow any money except for amounts that are
not in the aggregate material to the financial condition of Kinergy;

                           (v) use its commercially reasonable efforts to keep
available the services of the present employees of Kinergy;

                                      -49-


                           (vi) not declare, set aside or pay any cash or
dividend or other distribution in respect of its limited liability company
membership interests, or redeem or otherwise acquire any of its limited
liability company membership interests; PROVIDED, HOWEVER, that effective the
close of business on the day preceding the Closing Date, the Managers or
Managing Members of Kinergy shall distribute to the Members of Kinergy in the
form of cash, a promissory note or a combination of cash and a promissory note,
the dollar amount of Kinergy's net worth as set forth on Kinergy's balance sheet
dated as of such date, which balance sheet shall have been prepared in
accordance with GAAP;

                           (vii) maintain and preserve the goodwill of the
suppliers, customers and others having business relations with Kinergy;

                           (viii) not lend any amount to any person or entity,
other than advances for travel and expenses which are incurred in the ordinary
course of business consistent with past practices, not material in amount and
documented by receipts for the claim amounts;

                           (ix) not guarantee or act as a surety for any
obligation except for obligations in amounts that are not material;

                           (x) not waive or release any right or claim except
for the waiver or release of non-material claims in the ordinary course of
business consistent with past practices;

                           (xi) not issue or sell any limited liability company
membership interests, or any other of its securities, or issue or create any
warrants, obligations, subscriptions, options, convertible securities or other
commitments to issue limited liability company membership interests, or
accelerate the vesting of any outstanding option or other security;

                           (xii) not enter into any recapitalization or
agreement affecting the number or rights of outstanding limited liability
company membership interests or affecting any other of its securities;

                           (xiii) not form, merge, consolidate or reorganize
with, or acquire, any entity; or

                           (xiv) not amend its articles of organization or
operating agreement.

                  (c) Reenergy shall:

                           (i) conduct the Reenergy Business and operations of
Reenergy only in the ordinary course, including, without limitation, maintaining
inventories at levels not in excess of those consistent with past practices;

                           (ii) maintain the properties and assets of Reenergy
in good condition and repair and not dispose of any of its assets except in the
ordinary course of business consistent with past practices, perform its
obligations under all agreements to which it is a party or by which it or any of
its assets or properties are bound and maintain all of its Permits in good
standing;

                                      -50-


                           (iii) continue in effect the policies of insurance
(or similar coverage) referred to in SECTION 8.23;

                           (iv) not borrow any money except for amounts that are
not in the aggregate material to the financial condition of Reenergy;

                           (v) use its commercially reasonable efforts to keep
available the services of the present employees of Reenergy;

                           (vi) not declare, set aside or pay any cash or
dividend or other distribution in respect of its limited liability company
membership interests, or redeem or otherwise acquire any of its limited
liability company membership interests; PROVIDED, HOWEVER, that effective the
close of business on the day preceding the Closing Date, the Managers or
Managing Members of Reenergy shall distribute to the Members of Reenergy in the
form of cash, a promissory note or a combination of cash and a promissory note,
the dollar amount of Reenergy's net worth as set forth on Reenergy's balance
sheet dated as of such date, which balance sheet shall have been prepared in
accordance with GAAP;

                           (vii) maintain and preserve the goodwill of the
suppliers, customers and others having business relations with Reenergy;

                           (viii) not lend any amount to any person or entity,
other than advances for travel and expenses which are incurred in the ordinary
course of business consistent with past practices, not material in amount and
documented by receipts for the claim amounts;

                           (ix) not guarantee or act as a surety for any
obligation except for obligations in amounts that are not material;

                           (x) not waive or release any right or claim except
for the waiver or release of non-material claims in the ordinary course of
business consistent with past practices;

                           (xi) not issue or sell any limited liability company
membership interests, or any other of its securities, or issue or create any
warrants, obligations, subscriptions, options, convertible securities or other
commitments to issue limited liability company membership interests, or
accelerate the vesting of any outstanding option or other security;

                           (xii) not enter into any recapitalization or
agreement affecting the number or rights of outstanding limited liability
company membership interests or affecting any other of its securities;

                           (xiii) not form, merge, consolidate or reorganize
with, or acquire, any entity; or

                           (xiv) not amend its articles of organization or
operating agreement.

                  (d) Accessity shall:

                           (i) conduct the business and operations of Accessity
only in the ordinary course, including, without limitation, maintaining
inventories at levels not in excess of those consistent with past practices;

                                      -51-


                           (ii) maintain the properties and assets of Accessity
in good condition and repair and not dispose of any of its assets except in the
ordinary course of business consistent with past practices, perform its
obligations under all agreements to which it is a party or by which it or any of
its assets or properties are bound and maintain all of its Permits in good
standing;

                           (iii) not change any insurance coverage;

                           (iv) not borrow any money except for amounts that are
not in the aggregate material to the financial condition of Accessity;

                           (v) use its commercially reasonable efforts to keep
available the services of the present employees of Accessity, except as
otherwise provided for herein;

                           (vi) not declare, set aside or pay any cash or stock
dividend or other distribution in respect of capital stock, or redeem or
otherwise acquire any of its capital stock;

                           (vii) maintain and preserve the goodwill of the
suppliers, customers and others having business relations with Accessity;

                           (viii) not lend any amount to any person or entity,
other than advances for travel and expenses which are incurred in the ordinary
course of business consistent with past practices, not material in amount and
documented by receipts for the claim amounts;

                           (ix) not guarantee or act as a surety for any
obligation except for obligations in amounts that are not material;

                           (x) not waive or release any right or claim except
for the waiver or release of non-material claims in the ordinary course of
business consistent with past practices;

                           (xi) not issue or sell any shares of its capital
stock of any class (except upon the exercise of a bona fide option, warrant or
other right to acquire such capital stock currently outstanding or conversion of
any currently outstanding securities which are by their terms convertible in
shares of its capital stock), or any other of its securities, or issue or create
any warrants, obligations, subscriptions, options, convertible securities or
other commitments to issue shares of capital stock, or accelerate the vesting of
any outstanding option or other security;

                           (xii) not split or combine the outstanding shares of
its capital stock of any class or enter into any recapitalization or agreement
affecting the number or rights of outstanding shares of its capital stock of any
class or affecting any other of its securities;

                           (xiii) not form, merge, consolidate or reorganize
with, or acquire, any entity (other than in connection with the reincorporation
of Accessity in Delaware); or

                           (xiv) not amend its articles of incorporation or
bylaws (except as may be necessary in connection with the reincorporation of
Accessity in Delaware).

         11.5 ACCESSITY SPECIAL SHAREHOLDERS' MEETING. Accessity shall, in
accordance with its articles of incorporation and bylaws and the applicable
requirements of New York law, call and hold a special meeting of its
shareholders as promptly as practicable for the purpose of permitting them to


                                      -52-


consider and to vote upon and approve the Share Exchange and the transactions
contemplated by this Agreement, the reincorporation of Accessity in the State of
Delaware referred to in SECTION 13.6 below, the sale or other disposition of the
Accessity Subsidiaries (as defined below) to Barry Siegel referred to in SECTION
13.11 below, the adoption of an Amended and Restated 1995 Incentive Stock Plan
of Accessity, in form and substance reasonably acceptable to the Acquired
Companies, and the adoption of a new stock option plan referred to in SECTION
13.16 below, in form and substance reasonably acceptable to the Acquired
Companies) (the "ACCESSITY SPECIAL SHAREHOLDERS' MEETING"). As soon as
permissible under all applicable Legal Requirements, Accessity shall cause a
copy of the Proxy Statement (as defined in SECTION 11.6 below) to be delivered
to each shareholder of Accessity who is entitled to vote on such matter under
its articles of incorporation and bylaws and the applicable requirements of New
York law.

         11.6 PROXY STATEMENT. Following delivery to Accessity of the audited
balance sheets as of December 31, 2003 and the related statements of income and
changes in financial position or cash flows, as appropriate, for the period then
ended for each of the Acquired Companies and subject to the reasonable
satisfaction of Accessity with same and with the results of its due diligence
investigation of the Acquired Companies as of such time, promptly thereafter,
Accessity shall prepare and cause to be filed with the SEC a Proxy Statement
with respect to the Accessity Special Shareholders' Meeting (the "PROXY
STATEMENT") and any other documents required by the Securities Act, the Exchange
Act or any other federal, foreign or state Blue Sky or related laws in
connection with the Share Exchange and the transactions contemplated by this
Agreement (collectively, "OTHER FILINGS"). Accessity will notify each of the
Acquired Companies of any comments from the SEC or its staff or any other
Governmental Body and of any request by the SEC or its staff or any other
Governmental Body for amendments to the Proxy Statement or any Other Filings or
for additional information and will supply each of the Acquired Companies with
copies of all correspondence between Accessity and any of its Advisors or
representatives, on the one hand, and the SEC or its staff or any other
Governmental Body, on the other hand, with respect to the Proxy Statement, any
Other Filings or the Share Exchange. Accessity shall use all commercially
reasonable efforts to cause the Proxy Statement and any Other Filings to comply
with the rules and regulations promulgated by the SEC and to respond promptly to
any comments of the SEC or its staff or any other Governmental Body. Accessity
will use all reasonable efforts to cause the Proxy Statement to be mailed to
Accessity's shareholders, as promptly as practicable after the Proxy Statement
is permitted to be mailed under the rules and regulations promulgated by the
SEC. Each of the Acquired Companies shall promptly furnish to Accessity all
information concerning such Acquired Company and such Acquired Company's
shareholders that may be required or reasonably requested in connection with any
action contemplated by this SECTION 11.6.

         11.7 NONPUBLIC OFFERING; PREPARATION OF DISCLOSURE DOCUMENT. Prior to
the Closing Date, Accessity shall use all commercially reasonable efforts to
obtain or comply with all regulatory approvals and provisions of any and all
applicable Governmental Bodies to ensure that the Accessity Exchange Shares to
be issued in the Share Exchange will be exempted from registration or
qualification under the securities law of every jurisdiction of the United
States in which any Owner has an address of record as set forth on the signature
pages hereto; provided, that Accessity shall not be required (i) to qualify to
do business as a foreign corporation in any jurisdiction in which it is not now
qualified or (ii) file a general consent to service of process in any
jurisdiction in which it has not already filed a general consent to service of


                                      -53-


process. As soon as practicable after the execution of this Agreement, Accessity
shall have prepared a document containing certain disclosures, risk factors and
disclaimers in regard to Accessity, PEI, Kinergy and Reenergy and the Share
Exchange for distribution to the Owners and the PEI Warrantholders prior to the
Closing, subject to the review, comment and approval of each of PEI, Kinergy and
Reenergy prior to such distribution (the "OWNER DISCLOSURE DOCUMENT").

         11.8 COOPERATION. Each party shall use its best efforts to cause the
transactions contemplated by this Agreement to be consummated, and without
limiting the generality of the foregoing, to obtain all consents and
authorizations of any Governmental Body and third parties listed on SCHEDULES
4.7, 6.7, AND 8.7, and to make all filings with and give all notices to
government agencies and third parties which may be necessary or reasonably
required in order to consummate the transactions contemplated by this Agreement.
Each party shall give prompt notice to Accessity and the Acquired Companies,
after receipt thereof by such party, of (i) any notice of, or other
communication relating to, any default or event which, with notice or the lapse
of time or both, would be reasonably likely to become a default under any
indenture, instrument or agreement material to any of the Acquired Companies or
Accessity or the operations, condition (financial or otherwise) of any of the
Acquired Companies or Accessity, or to which any of the Acquired Companies or
Accessity is a party or by which any of the Acquired Companies or Accessity or
their respective assets or properties are bound and (ii) any notice or other
communication from or to any third party alleging or stating that the consent of
such third party is or may be required in connection with the transactions
contemplated by this Agreement.

         11.9 NO NEGOTIATIONS, ETC. Prior to the Closing Date, neither Accessity
nor any of the Acquired Companies or the Owners shall, directly or indirectly,
in any way contact, initiate, enter into or conduct any discussions or
negotiations, or enter into any agreements, whether written or oral, with any
Person with respect to the sale of all or any part of the assets of any of the
Acquired Companies or Accessity or a merger or consolidation of any of the
Acquired Companies or Accessity with any other person (other than in connection
with the reincorporation of Accessity in Delaware), except, by the Board of
Directors of Accessity or PEI or the managers of any of the Acquired Companies
to the extent otherwise required in the exercise of its fiduciary duties to its
shareholders or members, as the case may be, if it shall have received a
Superior Proposal after the date hereof from a third party or parties. As used
in this Agreement, the defined term "Superior Proposal" shall mean a bona fide
unsolicited written proposal made by a third party which is (a)(i) for a sale,
exchange, transfer or other disposition of more than 50% of the assets of the
company, taken as a whole, in a single transaction or a series of related
transactions, or (ii) for the acquisition, directly or indirectly, by such third
party of beneficial ownership of more than 50% of the stock or limited liability
company membership interests of the company, as the case may be, whether by
merger, reorganization, consolidation, share exchange or purchase, business
combination, recapitalization, liquidation, dissolution or similar transaction,
and which and is (b) otherwise on terms which the Board of Directors or managers
of the company, as the case may be, in good faith has concluded (after
consultation with its financial advisors and legal counsel), taking into
account, among other things, all legal, financial, regulatory and other aspects
of the proposal and the third party making the proposal (x) that the proposal
would, if consummated, result in a transaction that is more favorable to its
shareholders (in their capacity as shareholders) or members (in their capacity
as members), as the case may be, from a financial point of view, than the
transactions contemplated by this Agreement and (y) that the proposal is
reasonably capable of being consummated.

                                      -54-


         11.10 DELIVERY OF DISCLOSURE SCHEDULES. The respective disclosure
schedules relating to the representations and warranties of Accessity and each
of the Acquired Companies in this Agreement shall be delivered as soon as
practicable after such execution and, in any event, a reasonable time prior to
the Closing.

         11.11 DISTRIBUTION TO OWNERS AND PEI WARRANTHOLDERS. As soon as
practicable after delivery of the respective disclosures schedules relating to
the representations and warranties of the Acquired Companies in this Agreement
and completion of the Owner Disclosure Document and the Proxy Statement, each of
the Acquired Companies shall distribute to its respective Owners (and PEI will
also distribute to the PEI Warrantholders) for execution a copy of this
Agreement, together with a copy of such disclosure schedules, a copy of the
Owner Disclosure Document and a copy of the Proxy Statement.

                                   ARTICLE XII
                      CONDITIONS TO ACCESSITY'S OBLIGATIONS
                      -------------------------------------

         Each and every obligation of Accessity under this Agreement to be
performed on or before the Closing Date shall be subject to the satisfaction, on
or before the Closing Date, of each of the following conditions:

         12.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of each of the Acquired Companies and the Owners contained herein, in
the Schedules and Exhibits hereto and in all certificates and other documents
delivered by each of the Acquired Companies and the Owners to Accessity pursuant
hereto or in connection with the transactions contemplated hereby shall be true
and accurate as of the date of this Agreement and as of the Closing Date with
the same effect as if made on and as of the Closing Date.

         12.2 PERFORMANCE. Each of the Acquired Companies shall have performed
and complied in all material respects with all agreements, obligations and
conditions required by this Agreement to be performed or complied with by it on
or prior to the Closing Date, including, without limitation, those referred to
in ARTICLE XI above.

         12.3 PERMITS. The Acquired Companies shall have obtained all such
Permits (other than nondiscretionary Permits issued upon completion of
construction of the proposed ethanol plant) from federal, state and local
Governmental Bodies as are required by applicable law for the Acquired Companies
to conduct each of the PEI Business, the Kinergy Business and the Reenergy
Business (including, without limitation, the commencement of construction of a
plant to produce up to 40 million gallons of ethanol per year), unless the
failure to obtain any such Permit would not have an adverse effect on the
assets, properties, business, condition (financial or otherwise) or prospects of
Accessity or any of the Acquired Companies or the transactions contemplated
hereby.

         12.4 GOVERNMENTAL CONSENTS. There shall have been obtained on or before
the Closing such material permits or authorizations, and there shall have been
taken such other action, as may be required to consummate the Share Exchange and
the other transactions contemplated hereby by any Governmental Body having
jurisdiction over the parties and the actions herein proposed to be taken,
including but not limited to requirements under applicable federal and state
securities laws and the compliance with, and expiration of any applicable
waiting period for, the HSR Act.

                                      -55-


         12.5 DOCUMENTS AND ACTIONS. Each of Acquired Companies shall have
executed and delivered to Accessity this Agreement and the other agreements,
documents and instruments and shall have taken the actions contemplated by
SECTION 3.3 hereof.

         12.6 THIRD PARTY APPROVALS AND CONSENTS. Each Acquired Company shall
have received any and all consents, approvals, notices, filings or recordations
of third parties required with respect to the execution and delivery of this
Agreement or the transactions contemplated hereby or by any of the agreements,
documents or instruments referred to herein.

         12.7 NO LEGAL ACTION. No temporary restraining order, preliminary
injunction or permanent injunction or other order preventing the consummation of
the Share Exchange or any of the transactions contemplated hereby shall have
been issued by any Federal or state court and remain in effect, nor shall any
proceeding initiated by any Governmental Body seeking any of the foregoing be
pending.

         12.8 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, financial condition, operations or financial
performance of any of the Acquired Companies since the date of this Agreement.

         12.9 CONSULTING AGREEMENTS. Accessity shall have entered into a
consulting agreement with Barry Siegel for advisory services, in form and
substance mutually acceptable to the Acquired Companies, Accessity and Barry
Siegel (the "Siegel Consulting Agreement"). The Siegel Consulting Agreement
shall include payment to Barry Siegel on the Closing Date of compensation (a) in
the form of the number of shares of Common Stock of Accessity equal to the
excess, if any, of 400,000 shares of the Common Stock of Accessity over the
number of shares of Siegel Common Stock determined in accordance with Section
13.11 of this Agreement and (b) allocated between compensation for consulting
services and a covenant not to compete, each in such amounts as shall be
mutually acceptable to the Acquired Companies, Accessity and Barry Siegel.
Accessity shall also have entered into a consulting agreement with Philip Kart
for advisory services, in form and substance mutually acceptable to the Acquired
Companies, Accessity and Philip Kart (the "Kart Consulting Agreement"). The Kart
Consulting Agreement shall include payment to Philip Kart on the Closing Date of
compensation (a) in the amount of 200,000 shares of the Common Stock of
Accessity and (b) allocated between compensation for consulting services and a
covenant not to compete, in such amounts as shall be mutually acceptable to the
Acquired Companies, Accessity and Philip Kart.

         12.10 PROXY STATEMENT. The Proxy Statement shall on the Closing Date
not be subject to any proceedings commenced or threatened by the SEC.

         12.11 AUDITED FINANCIAL STATEMENTS. Each of the Acquired Companies
shall have delivered to Accessity the audited balance sheet of such Acquired
Company as of December 31, 2003 and the related statements of income and changes
in financial position or cash flows, as appropriate, for the period then ended.

         12.12 EXECUTION OF AGREEMENT BY PEI SHAREHOLDERS, PEI WARRANTHOLDERS,
KINERGY MEMBERS AND REENERGY MEMBERS. All or substantially all (representing at
least 95% of the issued and outstanding shares of PEI Stock as of the Closing)
of the PEI Shareholders, all of the PEI Warrantholders, all of Kinergy Members
and all of the Reenergy Members shall have executed and delivered to PEI,
Kinergy or Reenergy, respectively, a copy of this Agreement and, in any event, a


                                      -56-


sufficient number of PEI Shareholders shall have executed a copy of this
Agreement such that, after giving effect to the Share Exchange, the PEI
Shareholders, the Kinergy Members and the Reenergy Members shall beneficially
own in the aggregate at least 80% of the issued and outstanding common stock of
Accessity.

         12.13 APPROVAL BY ACCESSITY SHAREHOLDERS. The shareholders of Accessity
shall have approved the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby (including, without
limitation, the reincorporation of Accessity in the State of Delaware referred
to in SECTION 13.6 below, the sale or other disposition of the Accessity
Subsidiaries (as defined below) to Barry Siegel referred to in SECTION 13.13
below, the adoption of an Amended and Restated 1995 Incentive Stock Plan of
Accessity, in form and substance reasonably acceptable to the Acquired
Companies, and the adoption of a new stock option plan referred to in SECTION
13.16 below, in form and substance reasonably acceptable to the Acquired
Companies)).

         12.14 LIMITATION OF OUTSTANDING CAPITAL STOCK. As of the Closing Date,
giving effect to the transactions contemplated hereby, Accessity shall not be
obligated to issue to the PEI Shareholders, the Kinergy Members and the Reenergy
Members or any other Person(s), more than 18,800,000 Accessity Exchange Shares
in connection with the Share Exchange and the consummation of the transactions
contemplated hereby on a fully-diluted basis (including shares of capital stock
issuable upon exercise of any and all options, calls, warrants, claims,
convertible debt and any other rights to acquire shares of capital stock of any
of the Acquired Companies, whether accrued or contingent (including shares
issuable upon exercise of the Accessity Replacement Warrants).

         12.15 COMPLETION OF DUE DILIGENCE; DISCLOSURE SCHEDULES. Accessity
shall have completed its financial and legal due diligence investigation of each
of the Acquired Companies with results thereof satisfactory to Accessity in its
sole discretion (including, without limitation, satisfaction with matters
related to Security Markets (as defined in SECTION 14.4 below) and litigation
and any and all disclosures contained in the respective disclosure schedules).
In this regard, each of Accessity and the Acquired Companies acknowledge and
agree that the respective disclosure schedules relating to the representations
and warranties of Accessity and the Acquired Companies in this Agreement are not
required to be delivered as of the time of execution of this Agreement by
Accessity and the Acquired Companies, but are required to be delivered as soon
as practicable after such execution and, in any event, a reasonable time prior
to the Closing, to permit the parties to review, evaluate and approve the
disclosures made therein as a part of their due diligence investigation.
Notwithstanding the absence of such disclosure schedules as of the time of
execution of this Agreement, each of Accessity and the Acquired Companies
acknowledge and agree the representations and warranties made herein by
Accessity and the Acquired Companies shall not be deemed false or misleading or
deemed to contain untrue statements of material fact or to have omitted to state
material facts solely because of the absence of such disclosure schedules as of
the time of execution of this Agreement.

         12.16 FAIRNESS OPINION. Accessity shall have received a fairness
opinion regarding the sale or otherwise disposition of its two subsidiaries,
DriverShield CRM Corp., a Delaware corporation, and Sentaur Corp., a Florida
corporation (collectively, the "ACCESSITY SUBSIDIARIES"), in consideration of
the waiver by Barry Siegel of the change in control provisions set forth in the
employment agreement between Accessity and Barry Siegel that expires on December
31, 2004.

                                      -57-


                                  ARTICLE XIII
         CONDITIONS TO THE ACQUIRED COMPANIES', PEI WARRANTHOLDERS' AND
         --------------------------------------------------------------
                               OWNERS' OBLIGATIONS
                               -------------------

         Each and every obligation of the Acquired Companies, each of the PEI
Warrantholders and each of the Owners under this Agreement to be performed on or
before the Closing Date shall be subject to the satisfaction, on or before the
Closing Date, of each of the following conditions:

         13.1 REPRESENTATIONS AND WARRANTIES TRUE. The representations and
warranties of Accessity contained herein and in all certificates and other
documents delivered by Accessity to each of the Acquired Companies or the Owners
pursuant hereto or in connection with the transactions contemplated hereby shall
be true and accurate on and as of the Closing Date with the same effect as if
made on and as of the Closing Date.

         13.2 PERFORMANCE. Accessity shall have performed and complied with all
agreements, obligations and conditions required by this Agreement to be
performed or complied with by it on or prior to the Closing Date, including,
without limitation, those referred to in ARTICLE XI above.

         13.3 DOCUMENTS AND ACTIONS. Accessity shall have executed and delivered
to the each of the Acquired Companies and each of the Owners the agreements,
documents and instruments and shall have taken the actions contemplated by
SECTION 3.2.

         13.4 APPROVAL BY ACCESSITY SHAREHOLDERS. The shareholders of Accessity
shall have approved the execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby (including, without
limitation, the reincorporation of Accessity in the State of Delaware referred
to in SECTION 13.6 below, the sale or other disposition of the Accessity
Subsidiaries (as defined below) to Barry Siegel referred to in SECTION 13.11
below, the adoption of an Amended and Restated 1995 Incentive Stock Plan of
Accessity, in form and substance reasonably acceptable to the Acquired
Companies, and the adoption of a new stock option plan referred to in SECTION
13.16 below, in form and substance reasonably acceptable to the Acquired
Companies)).

         13.5 RESIGNATIONS OF OFFICERS AND DIRECTORS. At Closing, all of the
directors of Accessity and the officers of Accessity identified in subsection
(f) of SECTION 3.2 shall have resigned in writing from their positions as
officers and employees of Accessity, effective upon the appointment of the
individuals identified in subsection (d) of SECTION 3.2 above to the Board of
Directors of Accessity.

         13.6 REINCORPORATION IN DELAWARE; AUTHORIZED CAPITAL. Accessity shall
have reincorporated, changed its name to Pacific Ethanol, Inc. and become duly
organized, validly existing and in good standing under the laws of the State of
Delaware in compliance with all applicable federal, state and applicable laws,
rules and regulations and shall have sufficient shares of its capital stock
authorized for issuance in order to complete the Share Exchange and the
transactions contemplated hereby.

         13.7 VALID ISSUANCE OF ACCESSITY EXCHANGE SHARES. The shares of
restricted Accessity common stock to be issued to the PEI Shareholders, the
Kinergy Members and the Reenergy Members at Closing will be validly issued,
fully paid and nonassessable under applicable law and will have been duly issued
in a non-public offering in compliance with all applicable federal and state
securities laws.

                                      -58-


         13.8 THIRD PARTY APPROVALS AND CONSENTS. Each Acquired Company shall
have received any and all consents, approvals, notices, filings or recordations
of third parties required with respect to the execution and delivery of this
Agreement or the transactions contemplated hereby or by any of the agreements,
documents or instruments referred to herein.

         13.9 CASH BALANCE. As of the Closing Date, Accessity shall have at
least the same Cash Balance as reported in its Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2004 filed with the SEC (approximately
$4,360,000), subject to adjustment as set forth on Schedule 13.9 hereto, and
Accessity shall have delivered to the Acquired Companies a certificate of the
president or chief executive officer of Accessity certifying to the foregoing.
As used herein, the defined term "Cash Balance" shall mean the sum of (i) the
amount of cash in Accessity's operating and disbursement bank accounts at
JPMorgan-Chase Bank, (ii) the amount of Accessity funds invested in highly
liquid investments in fixed income mutual funds at Solomon Smith Barney (with
available liquidity on a next-day basis) and (iii) a $300,000 restricted
certificate of deposit with Bank Atlantic in Coral Springs, Florida established
in connection with the lease agreement referred to in Section 13.11 below (which
is to be released in $100,000 increments in the 36th, 48th and 60th months of
such lease agreement), excluding any cash received from the exercise of any
outstanding options or warrants.

         13.10 LIMITATION OF OUTSTANDING CAPITAL STOCK. As of the Closing Date,
without giving effect to the transactions contemplated hereby, Accessity shall
have no more than 2,638,081 of capital stock issued and outstanding on a
fully-diluted basis (including shares of capital stock issuable upon exercise of
any and all options, calls, warrants, claims and any other rights to acquire
shares of capital stock of Accessity, whether accrued or contingent, other than
an aggregate of 600,000 shares of common stock of Accessity to be issued and
beneficially owned by Barry Siegel and Philip Kart and up to 100,000 shares of
common stock of Accessity issuable upon conversion of the issued and outstanding
shares of Series A Convertible Preferred Stock of Accessity).

         13.11 DISPOSITION OF ACCESSITY SUBSIDIARIES AND WAIVER OF CHANGE OF
CONTROL PROVISIONS BY BARRY SIEGEL AND PHILIP KART. Prior to Closing, Accessity
shall have (a) sold or otherwise disposed of its two subsidiaries, DriverShield
CRM Corp., a Delaware corporation, and Sentaur Corp., a Florida corporation
(collectively, the "ACCESSITY SUBSIDIARIES"), pursuant to a written agreement
between Accessity and Barry Siegel, in form and substance reasonably
satisfactory to PEI, Kinergy and Reenergy, and (b) issued a certain number of
shares of Common Stock of Accessity (the "Siegel Common Stock"), not to exceed
400,000 shares, in consideration of the waiver by Barry Siegel of the change in
control provisions set forth in the employment agreement between Accessity and
Barry Siegel that expires on December 31, 2004, as the same would be applicable
to the consummation of the transactions contemplated by this Agreement
(including, but not limited to, the provisions that require Accessity to pay to
Barry Siegel (i) a severance payment of 300% of his average annual salary for
the past five years, less $100; (ii) the cash value of his outstanding but
unexercised stock options; and (iii) for any and all other perquisites in the
event that he is terminated for various reasons specified in such agreement
following a change of control (as defined in such agreement)). The number of
shares of Siegel Common Stock to be issued shall be such number, which shall not
exceed 400,000 shares of Common Stock of Accessity, as shall be equal to a
fraction, the numerator of which is the excess of the value of the waived
severance payment over the combined fair market value of the Accessity
Subsidiaries, both determined as of the Closing Date, and the denominator of


                                      -59-


which is the closing price per share of the Common Stock of Accessity on the
business day before the Closing Date. Without in any way limiting the foregoing,
as part of the disposition of the Accessity Subsidiaries to Barry Siegel, the
facilities of Accessity located in Coral Springs, Florida shall have been duly
subleased to Barry Siegel or an entity owned or controlled by Barry Siegel
(which may be Sentaur Corp.) with the consent of the lessor under the existing
lease agreement for such facilities, on terms and conditions reasonably
satisfactory to the Acquired Companies. The parties acknowledge and agree that
the personal property at the facilities of Accessity located in Coral Springs,
Florida shall also be transferred to Barry Siegel or an entity owned or
controlled by Barry Siegel (which may be Sentaur Corp.). Prior to Closing,
Accessity shall also have obtained from Philip Kart, in consideration for the
execution and delivery by Accessity of the Kart Consulting Agreement described
in Section 12.9 of this Agreement. the waiver by Philip Kart of the change in
control provisions set forth in the employment agreement between Accessity and
Philip Kart that expires on December 31, 2004, as the same would be applicable
to the consummation of the transactions contemplated by this Agreement
(including, but not limited to, the provisions that require Accessity to pay to
Philip Kart (i) a severance payment of 100% of his annual salary on a date
specified in such agreement; (ii) the cash value of his outstanding but
unexercised stock options; and (iii) for any and all other perquisites in the
event that he is terminated for various reasons specified in such agreement
following a change of control (as defined in such agreement)).

         13.12 GOVERNMENTAL CONSENTS. There shall have been obtained on or
before the Closing such material permits or authorizations, and there shall have
been taken such other action, as may be required to consummate the Share
Exchange and the other transactions contemplated hereby by any Governmental Body
having jurisdiction over the parties and the actions herein proposed to be
taken, including but not limited to requirements under applicable federal and
state securities laws.

         13.13 NO LEGAL ACTION. No temporary restraining order, preliminary
injunction or permanent injunction or other order preventing the consummation of
the Share Exchange or any of the transactions contemplated hereby shall have
been issued by any Federal or state court and remain in effect, nor shall any
proceeding initiated by any Governmental Body seeking any of the foregoing be
pending.

         13.14 NO MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the business, financial condition, operations or financial
performance of Accessity since the date of this Agreement.

         13.15 PROXY STATEMENT. The Proxy Statement shall on the Closing Date
not be subject to any proceedings commenced or threatened by the SEC.

         13.16 STOCK OPTION PLAN. Prior to Closing, Accessity shall have adopted
a new stock option plan in the manner requested by PEI.

         13.17 RETIREMENT OR CONVERSION OF PREFERRED STOCK OF ACCESSITY. Prior
to Closing, Accessity shall have retired all of the issued and outstanding
shares of Series A Convertible Preferred Stock of Accessity, on terms and
conditions that are reasonably acceptable to PEI, Kinergy and Reenergy, or all
of the issued and outstanding shares of Series A Convertible Preferred Stock of
Accessity shall have been duly converted into shares of common stock of
Accessity in accordance with the terms and provisions set forth in the
Certificate of Incorporation of Accessity.

                                      -60-


         13.18 EXECUTION OF AGREEMENT BY PEI SHAREHOLDERS, PEI WARRANTHOLDERS,
KINERGY MEMBERS AND REENERGY MEMBERS. All or substantially all (representing at
least 95% of the issued and outstanding shares of PEI Stock as of the Closing)
of the PEI Shareholders, all of the PEI Warrantholders, all of Kinergy Members
and all of the Reenergy Members shall have executed and delivered to PEI,
Kinergy or Reenergy, respectively, a copy of this Agreement and, in any event, a
sufficient number of PEI Shareholders shall have executed a copy of this
Agreement such that, after giving effect to the Share Exchange, the PEI
Shareholders, the Kinergy Members and the Reenergy Members shall beneficially
own in the aggregate at least 80% of the issued and outstanding common stock of
Accessity.

         13.19 ESTABLISHMENT OF ESCROW RELATING TO MERCATOR ACTION. Prior to
Closing, Accessity shall have established an escrow account with an escrow agent
mutually acceptable to PEI and Accessity into which Accessity will deposit the
net proceeds from a recovery from the current arbitration proceeding with
Presidion Solutions, Inc., which shall thereafter be used solely to fund the
legal fees, expenses and disbursements incurred in connection with the Mercator
Action. After full and final settlement or other final resolution of the
Mercator Action, Accessity shall cause the net proceeds from the Mercator Action
received from the law firms representing Accessity in the Mercator Action (i.e.,
after retention by the law firms representing Accessity in this action, of the
additional fees and expenses pursuant to the engagement agreement between the
law firms and Accessity and an amount equal to twenty-five percent (25%) of the
gross proceeds from the Mercator Action as full payment for these law firms'
representation of Accessity in the Mercator Action) to be deposited into such
escrow account and thereafter to be distributed on a pro rata basis, to the
fullest extent permitted under applicable law, to the holders of record of
shares of Accessity common stock as of the date immediately prior to the Closing
Date (for further distribution to the beneficial owners of shares of Accessity
common stock as of such date, as applicable), after payment of any and all other
fees and expenses in connection with the Mercator Action and with respect to
such escrow arrangement, including, without limitation, a fee in an amount equal
to one-third of the net proceeds from the Mercator Action received from the law
firms representing Accessity in the Mercator Action which shall be paid to
Accessity prior to such distribution.

         13.20 COMPLETION OF DUE DILIGENCE; DISCLOSURE SCHEDULES. Each of the
Acquired Companies shall have completed its financial and legal due diligence
investigation of Accessity and each of the other Acquired Companies with results
thereof satisfactory to such Acquired Company in its sole discretion (including,
without limitation, satisfaction with matters related to Security Markets (as
defined in SECTION 14.4 below), and litigation and any and all disclosures
contained in the respective disclosure schedules). In this regard, each of
Accessity and the Acquired Companies acknowledge and agree that the respective
disclosure schedules relating to the representations and warranties of Accessity
and the Acquired Companies in this Agreement are not required to be delivered as
of the time of execution of this Agreement by Accessity and the Acquired
Companies, but are required to be delivered as soon as practicable after such
execution and, in any event, a reasonable time prior to the Closing, to permit
the parties to review, evaluate and approve the disclosures made therein as a
part of their due diligence investigation. Notwithstanding the absence of such
disclosure schedules as of the time of execution of this Agreement, each of


                                      -61-


Accessity and the Acquired Companies acknowledge and agree that the
representations and warranties made herein by Accessity and the Acquired
Companies shall not be deemed false or misleading or deemed to contain untrue
statements of material fact or to have omitted to state material facts solely
because of the absence of such disclosure schedules as of the time of execution
of this Agreement.

                                   ARTICLE XIV
                             POST-CLOSING COVENANTS
                             ----------------------

         14.1 CERTAIN REPORTING MATTERS. Upon consummation of the Closing,
Accessity shall timely file with the SEC a Current Report on Form 8-K with
respect to the Share Exchange and the consummation of the transactions
contemplated hereby.

         14.2 STANDARD AND POORS. Upon consummation of the Closing, to the
extent required or otherwise deemed advisable by the Majority Parties, Accessity
shall apply for listing with Standard and Poors Information Service and Blue Sky
filings.

         14.3 BOOKS AND RECORDS. Unless otherwise consented to in writing by
Accessity, neither the Acquired Companies nor any of the Owners shall destroy,
alter or otherwise dispose of any original books or records of any of the
Acquired Companies prior to the Closing Date without first offering to surrender
such books and records to Accessity and shall maintain such books and records in
good condition in a reasonably accessible location.

         14.4 LISTING. If the shares of common stock of Accessity are listed on
the Nasdaq SmallCap Market of the Nasdaq Stock Market, the Nasdaq National
Market of the Nasdaq Stock Market, the American Stock Exchange or the New York
Stock Exchange (these securities markets collectively referred to as the
"SECURITY MARKETS" and, individually as a SECURITY MARKET") as of the Closing
Date, Accessity shall use its commercially reasonable efforts to maintain a
listing on a Security Market for a period of one (1) year after the Closing
Date.

         14.5 GRANT OF STOCK OPTIONS AND WARRANTS. Upon consummation of the
Closing and for a period of one (1) year after the Closing Date, Accessity shall
not grant or issue any security, stock option or warrant (other than stock
options contemplated to be issued pursuant to the new stock option plan referred
to in SECTION 13.16 above, which would not be exercisable until one (1) year
after the Closing Date) that may be sold in the Security Markets after having
been registered under the Securities Act or traded pursuant to an exemption
under the Securities Act, except (i) as otherwise contemplated by this
Agreement; (ii) the sale of securities by Accessity pursuant to equity and/or
debt financings to provide funds for working capital purposes; (iii) the
Accessity Replacement Warrants; and (iv) the Accessity Exchange Shares which are
subject to registration rights of certain PEI Shareholders pursuant to the terms
of the various Registration Rights Agreement between PEI and such PEI
Shareholders.

         14.6 BOARD SEAT. As provided in subsection (d) of SECTION 3.2 above,
immediately prior to the Closing, the Board of Directors of Accessity shall have
designated an individual to serve on the Board of Directors of Accessity as a
Class II director (thereby holding such board seat until the annual meeting of
Accessity shareholders to be held in the fourth calendar quarter of 2005).

                                      -62-


         14.7 CONTINUATION AND PROSECUTION OF LAWSUIT. Upon consummation of the
Closing, Accessity shall continue to use its commercially reasonable efforts to
vigorously prosecute the lawsuit previously filed against Mercator Group, LLC,
Mercator Advisory Group, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund
III, LP and Mercator Focus Fund, LP, Taurus Global, LLC and the action that was
previously filed, dismissed without prejudice and may be re-filed against John
W. Burcham, II, Craig A. Vanderburg, James E. Baiers and MediaBus Networks, Inc.
n/k/a Presidion Corp., in the Circuit Court of the 11th Judicial Circuit in and
for Miami-Dade County, Florida, Case No. 03-30243 CA 15, or as removed or
re-filed in such other venue, as the case may be (the "MERCATOR ACTION"). The
Mercator Action shall not be settled, to the fullest extent permitted by
applicable law, without the express written consent (which consent shall not be
unreasonably withheld or delayed) of: (i) the individual sitting on the Board of
Directors and designated as the Accessity Board Member or (ii) should such
Accessity Board Member no longer serve on the Board of Directors, then by the
unanimous written consent of all the independent members of the Board of
Directors of Accessity. The proceeds from any recovery or settlement in the
Mercator Action shall be allocated as provided in SECTION 13.19 above.

                  Upon consummation of the Closing, Accessity shall continue to
use its commercially reasonable efforts to vigorously collect an arbitration
award that it may have received from the American Arbitration Association
against Presidion Solutions, Inc. The proceeds of any recovery from Presidion
Solutions, Inc. shall be deposited into the escrow account pursuant to Section
13.19 above.

         14.8 REIMBURSEMENT OF COSTS PAID BY REENERGY MEMBERS. As soon as
practicable after the Closing Date, PEI shall pay to the Reenergy Members or
shall otherwise have caused the Reenergy Members to be paid an amount equal to
$150,000, as payment and reimbursement for the services, costs and expenses of
the Reenergy Members in connection with the development of the Visalia project.

                                   ARTICLE XV
           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
           -----------------------------------------------------------

         15.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Notwithstanding (a)
the making of this Agreement or any related agreement, (b) any examination made
by or on behalf of the parties hereto and (c) the Closing hereunder, (x) the
representations and warranties of the Acquired Companies, the Owners and
Accessity contained in this Agreement, or in any document delivered pursuant to
the provisions of this Agreement, shall survive the Closing for a period of
twenty-four (24) months, except for the representations and warranties made in
SECTIONS 4.11, 6.11, AND 8.11 (Taxes and Tax Returns), SECTIONS 4.13, 6.13, AND
8.13 (Title to Properties; Encumbrances), SECTIONS 4.15, 6.15, AND 8.15
(Intellectual Property), SECTIONS 4.16, 6.16, AND 8.16 (Compliance with Laws),
and SECTIONS 4.21, 6.21 AND 8.21 (Environmental Matters), which in each case
shall survive until the expiration of the applicable statute of limitations for
the underlying cause of action plus six (6) months and (y) the covenants and
agreements required to be performed after the Closing or pursuant to ARTICLE XI
of this Agreement (unless noncompliance with those covenants contained in
ARTICLE XI was waived in writing at the Closing) shall survive until fully
performed or fulfilled. No action may be brought with respect thereto after such
date; PROVIDED, HOWEVER, that if, prior to such date, one party has notified the
other party of a claim for indemnity under this ARTICLE XV (whether or not
formal legal action shall have been commenced based upon such claim), such claim
shall continue to be subject to indemnification in accordance with this ARTICLE
XV.

                                      -63-


         15.2 INDEMNIFICATION. The parties shall indemnify each other as set
forth below:

                  (a) Subject to SECTION 15.1 above, from and after the Closing,
(x) each of the Acquired Companies shall, severally and not jointly, indemnify
and save harmless Accessity and its officers, directors, shareholders,
successors and assigns from and against any loss, claim, liability, damage,
complaint, action or causes of action, suits, proceedings, investigations,
punitive damages, remedial costs, civil and criminal penalties or expenses,
costs or other damages of any kind or nature, including reasonable attorneys'
fees incurred in connection with any of the foregoing (collectively, the
"DAMAGES"), to the extent arising from, relating to or otherwise in respect of
(i) the inaccuracy or breach of any representation or warranty of such Acquired
Company contained in this Agreement (as of the date hereof, or as of the Closing
Date) or of any representation, warranty or statement made in any schedule,
certificate, document or instrument delivered by the Acquired Company, and (ii)
the failure of such Acquired Company to perform any agreements or covenants of
such Acquired Company contained in this Agreement; PROVIDED, HOWEVER, that such
Acquired Company shall not be responsible for any Damages with respect to any
such matters until the cumulative aggregate amount of such Damages exceeds
$25,000, in which event such Acquired Company shall then be liable for all such
cumulative aggregate Damages, including the first $25,000; and (y) Accessity
shall indemnify and save harmless each of the Owners, the PEI Warrantholders and
the Acquired Companies and their respective officers, directors, shareholders,
successors and assigns from and against any Damages to the extent arising from,
relating to or otherwise in respect of (i) the inaccuracy or breach of any
representation or warranty of Accessity contained in this Agreement (as of the
date hereof, or as of the Closing Date) or of any representation, warranty or
statement made in any schedule, certificate, document or instrument delivered by
Accessity, and (ii) the failure of Accessity to perform any agreements or
covenants of Accessity contained in this Agreement; PROVIDED, HOWEVER, that
Accessity shall not be responsible for any Damages with respect to any such
matters until the cumulative aggregate amount of such Damages exceeds $25,000,
in which event Accessity shall then be liable for all such cumulative aggregate
Damages, including the first $25,000. As used in this SECTION 15.2, any Person
entitled to indemnification pursuant to the provisions of this SECTION 15.2
shall be referred to herein as an "INDEMNIFIED PARTY" and any Person required to
indemnify any Indemnified Party pursuant to the provisions of this SECTION 15.2
shall be referred to herein as an "INDEMNIFYING PARTY."

                  (b) The Indemnified Parties shall notify each of the
Indemnifying Parties within a reasonable period of time after becoming aware of,
and shall provide to each of the Indemnifying Parties as soon as practicable
thereafter all information and documentation necessary to support and verify,
any matter which the Indemnified Party shall have determined has given rise to a
claim for indemnification hereunder, and the Indemnifying Parties shall be given
reasonable access to all books and records in the possession or under the
control of the Indemnified Party which the Indemnifying Parties reasonably
determine to be related to such claim. The failure by any Indemnified Party to
so notify the Indemnifying Parties or any indemnification claim hereunder shall
not relieve the relevant Indemnifying Party from any liability which such
Indemnifying Party may have to such Indemnified Party under this Agreement,
except to the extent that such claim for indemnification involves the claim of a
third party against the Indemnified Party and the Indemnifying Party shall have
been actually prejudiced by such failure. If any Indemnifying Party does not
notify the Indemnified Parties within 30 calendar days following receipt by it
of such notice that such Indemnifying Parties disputes its liability to the


                                      -64-


Indemnified Parties under this Agreement, such claim specified by such
Indemnified Party in such notice shall be conclusively deemed a liability of
such Indemnifying Parties under this Agreement and such Indemnifying Parties
shall pay the amount of such liability to such Indemnified Party on demand or,
in the case of any notice in which the amount of the claim (or any portion
thereof) is estimated, on such later date when the amount of such claim (or
portion thereof) becomes finally determined. If an Indemnifying Party has timely
disputed its liability with respect to such claim, as provided above, such
Indemnifying Party and the Indemnified Party or Parties shall proceed in good
faith to negotiate a resolution of such dispute and, if not resolved through
such negotiations, such dispute shall be resolved by litigation in accordance
with the terms of this Agreement.

                  (c) All claims for indemnity under this ARTICLE XV shall be
paid by the Indemnifying Parties on demand in immediately available funds in
U.S. dollars.

                  (d) With respect to any third party claim or action that could
give rise to indemnity under this Agreement, the Indemnifying Party shall be
entitled to assume the defense thereof with counsel satisfactory to the
Indemnified Party, PROVIDED, HOWEVER, that upon the request of the Indemnified
Party, the Indemnifying Party provide reasonable evidence of its ability to
perform its obligations under this SECTION 15.2. After notice from the
Indemnifying Party to the Indemnified Party of their election so to assume the
defense thereof, the Indemnifying Party shall not be liable to the Indemnified
Party under the foregoing indemnity agreement for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than (i) those relating to investigation or the furnishing of
documents or witnesses and (ii) all reasonable fees and expenses of separate
counsel retained by such Indemnified Party if (A) the Indemnifying Party and the
Indemnified Party shall have agreed to the retention of such counsel or (B)
counsel to the Indemnified Party shall have concluded reasonably that the
representation of the Indemnifying Party and the Indemnified Party by the same
counsel would be inappropriate due to actual or potential differing interests
between them in the conduct of the defense of such action.

                  (e) Whenever the Indemnifying Party controls the defense of a
third party claim, the Indemnifying Party may only settle or compromise the
matter subject to indemnification without the consent of the Indemnified Party
if such settlement includes a complete release of all Indemnified Parties as to
the matters in dispute and relates solely to money damages. An Indemnified Party
will not unreasonably withhold consent to any settlement or compromise that
requires its consent.

                  (f) In the event the Indemnifying Party fails to timely
defend, contest or otherwise protect the Indemnified Party against any such
claim or suit, the Indemnified Party may, but will not be obligated to, depend,
contest or otherwise protect against the same, and make any compromise or
settlement thereof, and in such event, or in the case where the Indemnified
Party jointly controls such claim or suit, the Indemnified Party shall be
entitled to recover its costs thereof from the Indemnifying Party, including
without limitation, attorneys' fees, disbursements and all amounts paid as a
result of such claim or the compromise or settlement thereof.

                  (g) Each Indemnified Party shall cooperate and provide such
assistance as the Indemnifying Party may reasonably request in connection with
the defense of the matter subject to indemnification and in connection with
recovering from any third parties amounts that the Indemnifying Party may pay or
be required to pay by way of indemnification hereunder.

                                      -65-


                                   ARTICLE XVI
                                   TERMINATION
                                   -----------

         16.1 TERMINATION. This Agreement may be terminated at any time prior to
the Closing Date (whether before or after approval of this Agreement and the
consummation of the transactions contemplated hereby by the shareholders of
Accessity):

                  (a) by the mutual consent of Accessity and the Acquired
Companies;

                  (b) by either Accessity or any of the Acquired Companies, upon
written notice, if there has been a material misrepresentation or any breach on
the part of a party hereto in the representations, warranties or covenants
contained in this Agreement which is not cured within ten (10) business days
after such breaching party (and Accessity and the Acquired Companies) has been
notified of the intent to terminate this Agreement pursuant to this subsection
(b);

                  (c) by either Accessity or the Acquired Companies if the
Closing has not occurred on or before July 30, 2004 (the "FINAL DATE");

                  (d) by Accessity, upon written notice, if the shareholders of
Accessity shall not have approved the Agreement and the consummation of the
transactions contemplated hereby (including, without limitation, with respect to
the approval by the shareholders of Accessity, the appointment of the
individuals identified in subsection (d) of SECTION 3.2 above to the Board of
Directors of Accessity, the reincorporation of Accessity in the State of
Delaware referred to in SECTION 13.6 above, the sale or other disposition of the
Accessity Subsidiaries (as defined below) to Barry Siegel referred to in SECTION
13.13 above, the adoption of an Amended and Restated 1995 Incentive Stock Plan
of Accessity, in form and substance reasonably acceptable to the Acquired
Companies, and the adoption of a new stock option plan as referred to in SECTION
13.16 above, in form and substance reasonably acceptable to the Acquired
Companies) prior to the Closing Date;

                  (e) by Accessity, if the Board of Directors of Accessity shall
have received a Superior Proposal;

                  (f) by either Accessity or any of the Acquired Companies, upon
written notice, if Accessity or such Acquired Company, as the case may be, shall
have determined in good faith not to proceed with the Closing on the basis of
the results of its financial and legal due diligence investigation of the other
parties to this Agreement (including, without limitation, satisfaction with
matters related to Security Markets (as defined in SECTION 14.4 above) and
litigation);

                  (g) by either Accessity or any of the Acquired Companies, if
all the conditions for Closing shall not have been satisfied or waived on or
before the Final Date other than as a result of a breach of this Agreement by
the terminating party; or

                  (h) by either Accessity or any of the Acquired Companies, if a
permanent injunction or other order by any federal or state court which would
make illegal or otherwise restrain or prohibit the consummation of the Share
Exchange or the other transactions contemplated hereby shall have been issued
and shall have become final and nonappealable.

                                      -66-


         16.2 EFFECT OF TERMINATION. If this Agreement is terminated as
expressly permitted under SECTION 16.1, such termination shall be the sole
remedy and this Agreement shall forthwith become void (except for SECTION 11.2
and SECTION 17.3) and there shall be no liability on the part of the Acquired
Companies, the Owners, the PEI Warrantholders, or Accessity or any of their
respective Affiliates; PROVIDED, HOWEVER, that if such termination shall result
from the breach by a party hereto of its obligations under this Agreement, such
party shall be fully liable for any and all damages, costs and expenses
sustained or incurred by the other parties as a result of such breach; and
provided, further, that if such termination shall result from the receipt by
Accessity of a Superior Proposal, such party shall be liable for and shall pay
to the other the termination fee provided for in SECTION 16.3 below. If this
Agreement is terminated without a Closing, the Acquired Companies shall return
promptly to Accessity all documents, work papers and other materials of
Accessity furnished or made available to the Owners, the PEI Warrantholders, the
Acquired Companies or their respective Advisors, and all copies thereof, and no
such information, documents, work papers or other materials received by the
Owners, the PEI Warrantholders or the Acquired Companies shall be revealed to
any third party or used for the advantage of the Owners, the PEI Warrantholders
or the Acquired Companies or any other party; and Accessity shall return
promptly to each of the Acquired Companies, respectively, all documents, work
papers and other material of the Acquired Companies furnished or made available
to Accessity or its Advisors, and all copies thereof, and no such information,
documents, work papers or other materials received by Accessity shall be
revealed to any third party or used for the advantage of Accessity or any other
party.

         16.3 TERMINATION FEE. If Accessity, prior to termination of this
Agreement, receives any Superior Proposal, and this Agreement is thereafter
terminated pursuant to SECTION 16.1(E) above as a result of the receipt of such
Superior Proposal, then Accessity shall promptly pay to each of the Acquired
Companies the reasonable fees and expenses of each such Acquired Company
incurred by it prior to termination, up to a maximum of $150,000 for all of the
Acquired Companies (which, if the combined aggregate amount of such fees and
expenses exceeds $150,000 for all of the Acquired Companies, shall be allocated
to each Acquired Company based on proportion that the aggregate number of
Accessity Exchange Shares that the Owners of such Acquired Company would receive
if the Share Exchange were consummated pursuant to the terms of this Agreement
bears to the aggregate number of Accessity Exchange Shares that all of the
Owners of all of the Acquired Companies would receive if the Share Exchange were
consummated pursuant to the terms of this Agreement, provided, that if such
allocation for any Acquired Company exceeds the amount of actual fees and
expenses of such Acquired Company incurred by it prior to termination, the
excess shall be allocated to the other Acquired Companies and divided based on
the relative number of Accessity Exchange Shares that the Owners of the other
Acquired Companies would receive if the Share Exchange were consummated pursuant
to the terms of this Agreement). Notwithstanding anything to the contrary, the
foregoing termination fee, if paid in the full amount set forth above, shall
constitute liquidated damages and shall constitute the non-terminating party's
sole remedy.

                                  ARTICLE XVII
                            MISCELLANEOUS PROVISIONS
                            ------------------------

         17.1 PUBLIC ANNOUNCEMENTS. Upon the execution of this Agreement by all
parties, Accessity, PEI, Kinergy and Reenergy promptly will issue a joint press
release approved by Accessity and the Acquired Companies announcing the
execution of this Agreement. Thereafter, Accessity may issue such press
releases, and make such other disclosures regarding the proposed Share Exchange,
as it determines (after consultation with legal counsel and after having given


                                      -67-


PEI, Kinergy and Reenergy and their respective legal counsel the opportunity to
review and comment on such disclosure) are required under applicable state and
federal securities laws or the rules and regulations of the NASD. Subject to the
foregoing, except as the Acquired Companies and Accessity shall authorize in
writing, the parties hereto shall not, and shall cause their respective
officers, directors, employees, Affiliates and Advisors not to, disclose any
matter or matters relating to this transaction to any person not an officer,
director, employee, Affiliate or Advisor of such party.

         17.2 AMENDMENT; WAIVER. Neither this Agreement, nor any of the terms or
provisions hereof, may be amended, modified, supplemented or waived, except by a
written instrument signed by the parties hereto (or, in the case of a waiver, by
the party granting such waiver). No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver. No failure of either party hereto to insist upon strict compliance by
the other party with any obligation, covenant, agreement or condition contained
in this Agreement shall operate as a waiver of, or estoppel with respect to, any
subsequent or other failure. Whenever this Agreement requires or permits consent
by or on behalf of any party hereto, such consent shall be given in a manner
consistent with the requirements for a waiver of compliance as set forth in this
SECTION 17.2. For purposes of this SECTION 17.2, each of the PEI Shareholders
and each of the PEI Warrantholders hereby appoints Ryan Turner as his, her or
its agent and attorney-in-fact to make and execute and any all such amendments,
modifications, supplements and waivers and hereby acknowledge and agree that a
decision by Ryan Turner shall be final, binding and conclusive on such PEI
Shareholder or PEI Warrantholder, as the case may be, and that Accessity,
Kinergy, Reenergy and the other Owners may rely upon any act, decision, consent
or instruction of Ryan Turner.

         17.3 FEES AND EXPENSES. Except as otherwise provided in this Agreement,
each of the parties hereto shall bear and pay its own costs and expenses
incurred in connection with the origin, preparation, negotiation, execution and
delivery of this Agreement and the agreements, instruments, documents and
transactions referred to in or contemplated by this Agreement (whether or not
such transactions are consummated) including, without limitation, any fees,
expenses or commissions of any of its Advisors, attorneys, accountants, agents,
finders or brokers. Accessity shall indemnify the Owners and the PEI
Warrantholders against any claims of third parties for any brokerage, finder's,
agent's or similar fees or commissions in connection with the transactions
contemplated hereby insofar as such claims are alleged to be based on
arrangements or contacts made by, to or with Accessity or its Advisors or
representatives. The Acquired Companies shall indemnify Accessity against all
such claims insofar as they are alleged to be based on arrangements or contacts
made by, to or with any of the Owners, the PEI Warrantholders or the Acquired
Companies or their respective Advisors or representatives.

         17.4 NOTICES.

                  (a) All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing (including
telefax, telegraphic, telex or cable communication) and mailed, telefaxed,
telegraphed, telexed, cabled or delivered:

                           (i) If to the Owners or the PEI Warrantholders, to
the respective address for each such Owner or PEI Warrantholder set forth on the
signature pages hereto.

                                      -68-


                               (ii) If to PEI, to:

                                    Pacific Ethanol, Inc.
                                    5711 N. West Avenue
                                    Fresno, CA 93711
                                    Attn: Jeff Manternach
                                    Facsimile no.: (559) 435-1478

                                    with a copy to:

                                    Rutan & Tucker, LLP
                                    611 Anton Blvd., 14th Floor
                                    Costa Mesa, California  92626
                                    Attn: Larry A. Cerutti, Esq.
                                    Facsimile no.: (714) 546-9035

                              (iii) If to Kinergy, to:

                                    Kinergy Marketing, LLC
                                    1260 Lake Blvd., Suite 225
                                    Davis, CA  95616
                                    Attn: Neil Koehler
                                    Facsimile no.: (530) 750-3019

                               (iv) If to Reenergy, to:

                                    Reenergy, LLC
                                    225 SE 59th Avenue
                                    Portland, OR  97215
                                    Attn:  Tom Koehler
                                    Facsimile no.: (530) 226-7917

                                (v) If to Accessity, to:

                                    Accessity Corp.
                                    12514 West Atlantic Blvd.
                                    Coral Springs, FL 33071
                                    Attn:  Barry Siegel
                                    Facsimile no.: (954) 752-6544

                                    with a copy to:
                                    Meritz & Muenz, LLP
                                    Three Hughes Place
                                    Dix Hills, NY  11746
                                    Attn:  Lawrence A. Muenz, Esq.
                                    Facsimile no.: (631) 242-6715

                                      -69-


                  (b) All notices and other communications required or permitted
under this Agreement which are addressed as provided in this SECTION 17.4 (i) if
delivered personally against proper receipt or by confirmed telefax or telex,
shall be effective upon delivery and (ii) if delivered (A) by certified or
registered mail with postage prepaid, or (B) by Federal Express or similar
courier service with courier fees paid by the sender upon receipt. Either party
may from time to time change its address for the purpose of notices to that
party by a similar notice specifying a new address, but no such change shall be
deemed to have been given until it is actually received by the party sought to
be charged with its contents.

         17.5 ASSIGNMENT. This Agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder may be assigned by any party
hereto without the prior written consent of the other parties; PROVIDED,
HOWEVER, that Accessity may assign its rights and obligations under this
Agreement to any entity who by merger, consolidation, purchase or sale
subsequently becomes an Affiliate without the prior consent of the Owners or any
of the Acquired Companies. Any assignment which contravenes this SECTION 17.5
shall be void AB INITIO.

         17.6 GOVERNING LAW. This Agreement and the legal relations between the
parties hereto shall be governed by and construed in accordance with (i) with
respect to matters arising prior to the Closing Date, the internal laws of the
State of New York, without giving effect to the conflicts of laws principles
thereof, and (ii) with respect to matters arising on and after the Closing Date,
the internal laws of the State of Delaware, without giving effect to the
conflicts of laws principles thereof.

         17.7 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. This Agreement will
become binding when one or more counterparts hereof, individually or taken
together, will bear the signatures of all the parties reflected hereon as
signatories.

         17.8 HEADINGS. The headings contained in this Agreement are for
convenience of reference only and shall not constitute a part hereof or define,
limit or otherwise affect the meaning of any of the terms or provisions hereof.

         17.9 ENTIRE AGREEMENT. This Agreement (which defined term includes the
Schedules and Exhibits to this Agreement) embodies the entire agreement and
understanding among the parties hereto with respect to the subject matter of
this Agreement and supersedes all prior agreements, commitments, arrangements,
negotiations or understandings, whether oral or written, between the parties
with respect thereto. There are no agreements, covenants, undertakings,
representations or warranties with respect to the subject matter of this
Agreement other than those expressly set forth or referred to herein. This is an
integrated agreement.

         17.10 SEVERABILITY. Each term and provision of this Agreement
constitutes a separate and distinct undertaking, covenant, term and/or provision
hereof. In the event that any term or provision of this Agreement shall be
determined to be unenforceable, invalid or illegal in any respect, such
unenforceability, invalidity or illegality shall not affect any other term or
provision of this Agreement, but this Agreement shall be construed as if such
unenforceable, invalid or illegal term or provision had never been contained
herein. Moreover, if any term or provision of this Agreement shall for any
reason be held to be excessively broad as to time, duration, activity or
subject, it shall be construed, by limiting and reducing it, so as to be
enforceable to the extent permitted under applicable law as it shall then exist.

                                      -70-


         17.11 OTHER REMEDIES. Except as otherwise provided herein, any and all
remedies herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby or by law on such party,
and the exercise of any one remedy will not preclude the exercise of any other.

         17.12 ABSENCE OF THIRD PARTY RIGHTS. No provisions of this Agreement
are intended, nor will be interpreted, to provide or create any third party
beneficiary rights or any other rights of any kind in any client, customer,
Affiliate, shareholders, or partner of any party hereto or any other person or
entity unless specifically provided otherwise herein, and, except as so
provided, all provisions hereof will be personal solely between the parties to
this Agreement.

         17.13 CONSTRUCTION OF AGREEMENT. The Agreement has been negotiated by
the respective parties hereto and their attorneys and the language hereof will
not be construed for or against either party. A reference to a Section or an
Exhibit will mean a Section in, or Exhibit to, this Agreement unless otherwise
explicitly set forth herein.

         17.14 ATTORNEYS' FEES. In the event that any action or proceeding is
commenced by any party hereto for the purpose of enforcing any provision of this
Agreement, the parties to such action or proceeding may receive as part of any
award, judgment, decision or other resolution of such action or proceeding their
costs and reasonable attorneys' fees as determined by the person or body making
such award, judgment, decision or resolution. Should any claim hereunder be
settled short of the commencement of any such action or proceeding, the parties
in such settlement shall be entitled to include as part of the damages alleged
to have been incurred reasonable costs of attorneys or other professionals in
investigation or counseling on such claim.

         17.15 NO JOINT VENTURE. Nothing contained in this Agreement will be
deemed or construed as creating a joint venture or partnership between any of
the parties hereto. Except to the extent provided in ARTICLE XVI and SECTION
17.2 above and SECTION 17.16 below, no party is by virtue of this Agreement
authorized as an agent, employee or legal representative of any other party and
no party will have the power or authority to control the activities and
operations of any other or to bind or commit any other. The status of the
parties hereto is, and at all times will continue to be, that of independent
contractors with respect to each other.

         17.16 FURTHER ASSURANCES. On and after the Closing Date, the Owners
shall take such other steps and actions as may be necessary to put Accessity in
actual possession and operating control of PEI, Kinergy and Reenergy as may be
reasonably requested by Accessity. Each party agrees to cooperate fully with the
other parties and to execute such further instruments, documents and agreements
and to give such further written assurances as may be reasonably requested by
any other party to evidence and reflect the transactions described herein and
contemplated hereby and to carry into effect the intents and purposes of this
Agreement.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGES]



                                      -71-




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

"ACCESSITY":                      ACCESSITY CORP.
- -----------

                                  By: /s/ Barry Siegel
                                      --------------------------------------
                                  Print Name: Barry Siegel
                                  Title: Chairman and CEO



"ACQUIRED COMPANIES":             PACIFIC ETHANOL, INC.
- -------------------

                                  By: /s/ Neil M. Koehler
                                      --------------------------------------
                                  Print Name: Neil M. Koehler
                                  Title: President




                                  KINERGY MARKETING, LLC


                                  By: /s/ Neil M. Koehler
                                      --------------------------------------
                                  Print Name: Neil M. Koehler
                                  Title: Manager and Sole Member




                                  REENERGY, LLC


                                  By: /s/ Neil M. Koehler
                                      --------------------------------------
                                  Print Name: Neil M. Koehler
                                  Title: Manager

                                      -72-




                                 PEI SHAREHOLDER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________

                                       Name of PEI Shareholder (if other
                                       than individual):

                                       _______________________________________




                                      -73-



                                PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________

                                       Name of PEI Warrantholder (if other
                                       than individual):

                                       _______________________________________




                                      -74-




                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                                /s/ Neil Koehler
                                           ---------------------------------
                                                    Neil Koehler




                                      -75-




                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By: /s/ Thomas Koehler
                                           -----------------------------------
                                       Name: Thomas Koehler
                                       Title:  --

                                       Name of Reenergy Member (if other
                                       than individual):

                                       _______________________________________





                                      -76-




                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By: /s/ Frank R. Lindbloom
                                           -----------------------------------
                                       Name: Frank R. Lindbloom
                                       Title:  President

                                       Name of Reenergy Member (if other
                                       than individual):


                                       Flin-Mac, Inc.
                                       ---------------------------------------





                                      -76-






                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By: /s/ Neil M. Koehler
                                           -----------------------------------
                                       Name: Neil M. Koehler
                                       Title: Managing Member

                                       Name of Reenergy Member (if other
                                       than individual):


                                       Kinergy Resources, LLC
                                       ---------------------------------------




                                      -76-





                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.



                                       By: /s/ Kent Kaulfull
                                           -----------------------------------
                                       Name: Kent Kaulfuss
                                       Title: --

                                       Name of Reenergy Member (if other
                                       than individual):


                                       --
                                       ---------------------------------------




                                      -76-





                                    EXHIBIT A
                                    ---------

                                 EXCHANGE RATIOS

         PEI EXCHANGE RATIO:
         -------------------

                  1.0 (1-to-1)



         KINERGY EXCHANGE RATIO:
         -----------------------

                  18,750 (18,750 shares per 1% Kinergy Interest)



         REENERGY EXCHANGE RATIO:
         ------------------------

                  21,250 (21,250 shares per 1% Reenergy Interest)


                                      A-1





                                              EXHIBIT B
                                              ---------

                    PEI SHAREHOLDERS AND ACCESSITY EXCHANGE SHARES TO BE RECEIVED
                    -------------------------------------------------------------


                                                        No. of Shares of                   No. of Accessity
                 Name of Shareholder                    Pei Stock Owned                     Exchange Shares
                 -------------------                    ---------------                     ---------------
                                                                                         
        William Jones                                     4,800,000                            4,800,000

        SC Fuels, Inc.                                    1,500,000                            1,500,000

        Ryan Turner                                       1,243,333                            1,243,333

        Jeannine Campos                                       6,667                                6,667

        Tony Campos                                         100,000                              100,000

        Cagan McAfee Capital Partners, LLC                1,000,000                            1,000,000

        Andrea Jones                                      1,350,000                            1,350,000

        Bradley Rotter                                       66,666.67                            66,667

        Turner Family Trust                                  20,000                               20,000

        Clark and Patti Abramson                             20,000                               20,000

        Rogene Scott Turner, as Trustee for
        the Rogene Scott Turner Trust dated
        9/10/91                                               3,000                                3,000

        W. Denman Zirkle                                    126,666                              126,666

        Luise Bettina Zirkle Garcia                          16,667                               16,667

        Sigrid Anne Zirkle Carroll                           16,667                               16,667

        William Wade Zirkle                                  16,667                               16,667

        Anne Pendleton Zirkle                                 3,333                                3,333

        Janet Dumper                                          5,000                                5,000

        Robert Dumper                                         5,000                                5,000

                                                B-1


                                                        No. of Shares of                   No. of Accessity
                 Name of Shareholder                    Pei Stock Owned                     Exchange Shares
                 -------------------                    ---------------                     ---------------

        Joseph Childrey                                      40,000                               40,000

        Micaela Zirkle Shaugnesy                             20,000                               20,000

        Illiquid Assets Trust, FBO Peter H.
        Koehler (Jon W. Nickel, Trustee)                     16,666.67                            16,667

        Roger Manternach                                     16,666.67                            16,667

        Barry Fay                                            35,000                               35,000

        James and Bernice Campbell                            2,000                                2,000

        John Burke                                            5,000                                5,000

        McDonald Investments, Inc., FBO
        Michael Frangopoulos                                 10,000                               10,000

        Samuel Kozasky                                        2,000                                2,000

        Dermot Fallon                                         8,000                                8,000

        James Burkdoll                                        4,000                                4,000

        Howard Kaplan                                        10,000                               10,000

        Jay Scott                                             8,000                                8,000

        Gregg Mullery                                        10,000                               10,000

        Richard DeSousa                                       4,000                                4,000

        R. V. Edwards, Jr.                                   17,000                               17,000

        Louis Lyras                                           7,000                                7,000

        John and Anne Fallon                                  8,000                                8,000

        Venkata Kollipara (as Custodian for
        Priya Kollipara)                                     10,000                               10,000

                                                B-2


                                                        No. of Shares of                   No. of Accessity
                 Name of Shareholder                    Pei Stock Owned                     Exchange Shares
                 -------------------                    ---------------                     ---------------

        Venkata Kollipara (as Custodian for
        Puneet Kollipara)                                    10,000                               10,000

        Robert and Rosalie Dettle Living
        Trust (Robert E. Dettle, Trustee)                    10,000                               10,000

        Michael Kemp                                         14,000                               14,000

        Daniel Yates                                         10,000                               10,000

        Alex and Lisa Jachno                                 10,000                               10,000

        Barbara LaCosse                                       3,400                                3,400

        Lakshmana Madala                                     13,400                               13,400

        Edward Muransky                                       7,000                                7,000

        Alex and Luba Jachno                                  2,000                                2,000

        Katharine Moore                                       7,000                                7,000

        Armen Arzoomanian                                    10,000                               10,000

        David DeSilva                                        35,000                               35,000

        Steve Elefter                                         4,000                                4,000

        Tom McFaul                                            3,400                                3,400

        Elizabeth Reed                                       17,000                               17,000

        Venkata Kollipara                                    10,000                               10,000

        Kennon White                                          7,000                                7,000

        Teixeira Investments, L.P.                           34,000                               34,000

        David Jessen                                          4,000                                4,000

        Henry Mauz                                            8,000                                8,000

        Lyles Diversified, Inc.                           1,000,000                            1,000,000

                                      B-3


                                                        No. of Shares of                   No. of Accessity
                 Name of Shareholder                    Pei Stock Owned                     Exchange Shares
                 -------------------                    ---------------                     ---------------

        Linden Growth Partners                              250,000                              250,000

        Dan Hollis                                          250,000                              250,000

        Lyles Diversified, Inc.*                          1,000,000*                           1,000,000*
                                                         ----------                           ----------

          TOTAL                                          12,252,200                           12,252,200
                                                         ==========                           ==========


         ____________________

         * Lyles Diversified, Inc. ("LDI") may receive up to 1,000,000 shares of
PEI Stock pursuant to the conversion of a portion of the currently outstanding
debt owed by PEI to LDI, which conversion is at the option of LDI. Accordingly,
the number of Accessity Exchange Shares to be received by LDI shall be equal to
the product of (i) the number of shares of PEI Stock received upon conversion
(at a conversion rate of $1.50 per share) of such portion of such debt,
multiplied by (ii) the PEI Exchange Ratio. The parties acknowledge and agree
that Accessity Exchange Shares will be directly issued to LDI (without any
preceding issuance of shares of PEI Stock) if such conversion occurs after the
Closing Date.

                                      B-4




                       PEI WARRANTHOLDERS AND WARRANTS TO ACQUIRE ACCESSITY COMMON STOCK
                       -----------------------------------------------------------------


                                                    No. of Shares Subject to
              Name of Pe Warrantholder           Accessity Replacement Warrants        Exercise Price Per Share
              ------------------------           ------------------------------        ------------------------

                                                                                            
        Cagan-McAfee Capital Partners                        14,167                               $1.50

        Prima Capital Group, Inc.                            28,320                               $1.50

        Frank Siefert                                         1,000                               $1.50

        Cagan-McAfee Capital Partners                        50,000                               $2.00

        Jeffrey Manternach                                   25,000                               $0.01

        Liviakis Group                                    1,150,000                               $0.0001
                                                          ---------                               -------

          TOTAL                                           1,268,487                               $  .0001 - $2.00
                                                          =========                               ================



                                                     CONVERTIBLE DEBT
                                                     ----------------

        Lyles Diversified, Inc.*                          1,000,000*                           1,000,000*
                                                         ----------                           ----------




         * Lyles Diversified, Inc. ("LDI") may receive up to 1,000,000 shares of
PEI Stock pursuant to the conversion of a portion of the currently outstanding
debt owed by PEI to LDI, which conversion is at the option of LDI. Accordingly,
the number of Accessity Exchange Shares to be received by LDI shall be equal to
the product of (i) the number of shares of PEI Stock received upon conversion
(at a conversion rate of $1.50 per share) of such portion of such debt,
multiplied by (ii) the PEI Exchange Ratio. The parties acknowledge and agree
that Accessity Exchange Shares will be directly issued to LDI (without any
preceding issuance of shares of PEI Stock) if such conversion occurs after the
Closing Date.

                                      B-5



                                    EXHIBIT C
                                    ---------

          KINERGY MEMBERS AND ACCESSITY EXCHANGE SHARES TO BE RECEIVED
          ------------------------------------------------------------

                                       Kinergy                No. of Accessity
        Name of Member           Percentage Interest           Exchange Shares
        --------------           -------------------           ---------------

        Neil Koehler                    100%                       1,875,000






                                      C-1



                                    EXHIBIT D
                                    ---------

          REENERGY MEMBERS AND ACCESSITY EXCHANGE SHARES TO BE RECEIVED
          -------------------------------------------------------------

                                          Reenergy            No. of Accessity
        Name of Member              Percentage Interest        Exchange Shares
        --------------              -------------------        ---------------

        Kinergy Resources, LLC              23.5%                    499,375

        Kent Kaulfuss                       23.5%                    499,375

        Flin-Mac, Inc.                      23.5%                    499,375

        Tom Koehler                         29.5%                    626,875



                                      D-1



                                    EXHIBIT E
                                    ---------

                             FORM OF SPOUSAL CONSENT
                             -----------------------


         The undersigned, as the spouse of __________________, hereby signs and
consents to the foregoing "SHARE EXCHANGE AGREEMENT" for the purpose of binding
and consenting to the commitment of the marital community property of
_____________________ and the undersigned as assets available for the
satisfaction of the undersigned's obligations under the foregoing "SHARE
EXCHANGE AGREEMENT" and any other documents, agreements or instruments
referenced therein, and for the purpose of acknowledging and agreeing that (i)
no consent of the undersigned shall be required for any future modification of
the foregoing "SHARE EXCHANGE AGREEMENT" or any other document, agreement or
instrument referenced therein, and (ii) any community property of
____________________ and the undersigned which shall hereafter be transmuted
into separate property of the undersigned shall be available for satisfaction of
obligations under the foregoing "SHARE EXCHANGE AGREEMENT" and any other
documents, agreements or instruments referenced therein.



                                      By:______________________________________
                                                      (Signature)

                                      Name:____________________________________
                                                    (Please print)

                                      E-1

EX-2.3

                                                                     EXHIBIT 2.3


                   AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT

         THIS AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this "AMENDMENT") is
made and entered into as of July 29, 2004, by and among Accessity Corp., a New
York corporation ("ACCESSITY"); Pacific Ethanol, Inc., a California corporation
("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY"); Reenergy, LLC, a California limited liability company ("REENERGY,"
and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the
shareholders of PEI identified on the signature pages hereof (collectively, the
"PEI SHAREHOLDERS"); each of the holders of options or warrants to acquire
shares of common stock of PEI identified on the signature pages hereof
(collectively, the "PEI WARRANTHOLDERS"); each of the limited liability company
members of Kinergy identified on the signature pages hereof (collectively, the
"KINERGY MEMBERS"); each of the limited liability company members of Reenergy
identified on the signature pages hereof (collectively, the "REENERGY MEMBERS").

         WHEREAS, Accessity, PEI, Kinergy, and Reenergy have executed a Share
Exchange Agreement dated as of May 14, 2004 (the "EXCHANGE AGREEMENT"); and

         WHEREAS, Accessity, PEI, Kinergy and Reenergy desire to amend certain
provisions of the Share Exchange Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
respective promises and agreements of the parties set forth herein, the parties
hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Exchange
Agreement.

         2. AMENDMENTS.

         (a) Section 2.5 of the Exchange Agreement is hereby amended by deleting
in its entirety the next-to-last sentence of said Section 2.5 which reads: "The
parties shall not take a position on any tax return inconsistent with this
Section 2.5." and inserting in its place the following new next-to-last sentence
of Section 2.5 which shall read in its entirety as follows:

         "The parties shall not take a position on any tax return inconsistent
         with this Section 2.5 and shall not take any action or omit to take any
         action which will or which could reasonably be expected to result in
         the disqualification of the Share Exchange as part of a unified plan
         for the exchange of stock entitled to non-recognition treatment under
         Section 351 of the Code."

         (b) Section 4.8 of the Exchange Agreement is hereby amended by
inserting the phrase "Except as set forth on SCHEDULE 4.8," at the beginning of
Section 4.8.

         (c) Section 6.8 of the Exchange Agreement is hereby amended by
inserting the word "no" before the word "Actions" in the first line of said
Section 6.8, so that the first portion of the first sentence of Section 6.8 up
to the first comma therein reads:


                                      -1-


         "There are no Actions to which Kinergy is a party, ...."

         (d) Section 8.8 of the Exchange Agreement is hereby amended by
inserting the word "no" before the word "Actions" in the first line of said
Section 8.8, so that the first portion of the first sentence of Section 8.8 up
to the first comma therein reads:

         "There are no Actions to which Reenergy is a party, ...."

         (e) Section 11.11 of the Exchange Agreement is hereby amended by
deleting the period at the end of Section 11.11 and adding the following
additional language at the end of Section 11.11 as so modified:

         "; provided, that, in lieu of preparing (pursuant to Section 11.7
         above) and distributing the Owner Disclosure Document, the documents
         required to be furnished pursuant to Rule 502(b)(ii) of Regulation D
         promulgated under the rules and regulations of the Securities Act of
         1933, as amended, may instead be distributed."

         (f) Subsection (a) of Section 3.2 of the Exchange Agreement is hereby
amended by deleting said subsection in its entirety and inserting in its place
the following new subsection (a) of Section 3.2, which shall read in its
entirety as follows:

                  "(a) to each PEI Warrantholder, an Accessity Replacement
         Warrant evidencing such PEI Warrantholder's right to acquire the number
         of shares of Accessity Common Stock set forth opposite his or her name
         as set forth on EXHIBIT B and otherwise providing for the same terms
         and conditions as provided for in the PEI Warrants of such PEI
         Warrantholder; and, if the transfer agent is able to provide such stock
         certificates by the Closing Date or, if not, as soon as the transfer
         agent is able to provide such stock certificates after the Closing
         Date, to each PEI Shareholder, a stock certificate evidencing his or
         her ownership of the number of Accessity Exchange Shares set forth
         opposite his or her name as set forth on EXHIBIT B; to each Kinergy
         Member, a stock certificate evidencing his or her ownership of the
         number of Accessity Exchange Shares set forth opposite his or her name
         as set forth on EXHIBIT C; and to each Reenergy Member, a stock
         certificate evidencing his or her ownership of the number of Accessity
         Exchange Shares set forth opposite his or her name as set forth on
         EXHIBIT D;"

         (g) Subsection (c) of Section 16.1 of the Exchange Agreement is hereby
amended by deleting said subsection in its entirety and inserting in its place
the following new subsection (c), which shall read in its entirety as follows:

         "(c) by either Accessity or the Acquired Companies if the Closing has
         not occurred on or before October 29, 2004 (the "FINAL DATE");"


                                      -2-


         (h) Section 16.1 of the Exchange Agreement is hereby further amended by
deleting the word "or" set forth at the end of subsection (g) of Section 16.1,
by deleting the period and inserting the word "; or" at the end of subsection
(h) of Section 16.1, and by adding a new subsection (i) to Section 16.1 which
shall read in its entirety as follows:

         "(i) by either Accessity or any of the Acquired Companies, if holders
of one percent (1%) or more of the common stock of Accessity exercise their
dissenters' rights in connection with the proposed reincorporation of Accessity
in the State of Delaware as contemplated by Section 13.6 above."

         (i) Exhibit B to the Exchange Agreement is hereby amended by deleting
the information in the last row of the table entitled "PEI Shareholders and
Accessity Exchange Shares to be Received" on Exhibit B that reads: "Dan Hollis
250,000 250,000" and inserting in its place the following new information:

         "Barry Uphoff              12,500                    12,500
         Andrew Hoffman             25,000                    25,000
         Stephen George             12,500                    12,500
         Bradley Rotter            150,000                   150,000
         Michael Peterson           37,500                    37,500
         James George               12,500                    12,500"

         (j) Exhibit B to the Exchange Agreement is hereby further amended by
deleting the name "Liviakis Group" set forth immediately above the TOTAL line in
the table entitled "PEI Warrantholders and Warrants to Acquire Accessity Common
Stock" on Exhibit B and inserting in its place the name "Liviakis Financial
Communications, Inc."

         (k) Section 4.2 of the Exchange Agreement is hereby amended by deleting
the number "20,000,000" and replacing it with "30,000,000".

         3. MISCELLANEOUS. Except as modified and amended pursuant to this
Amendment, the Exchange Agreement shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Amendment will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


                                      -3-


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

"ACCESSITY":                              ACCESSITY CORP.
 ---------


                                          By:  /S/ BARRY SIEGEL
                                             -----------------------------------
                                               Barry Siegel, Chairman and CEO



"ACQUIRED COMPANIES":                     PACIFIC ETHANOL, INC.
 ------------------


                                          By:  /S/ RYAN TURNER
                                             -----------------------------------
                                               Ryan Turner, Director and COO



                                          KINERGY MARKETING, LLC


                                          By:  /S/ NEIL M. KOEHLER
                                             -----------------------------------
                                               Neil M. Koehler, President



                                          REENERGY, LLC


                                          By:  /S/ FRANK R. LINDBLOOM
                                             -----------------------------------
                                               Frank R. Lindbloom, Member/Owner


                                      -4-


                      PEI SHAREHOLDER AND PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 1 TO
                            SHARE EXCHANGE AGREEMENT


         Pursuant to the authority granted to the undersigned in Section 17.2 of
the Exchange Agreement, by execution of this Amendment below by the undersigned,
the PEI Shareholders and PEI Warrantholders have executed this Amendment as of
the day and year first above written.



                                  By:/S/ RYAN TURNER
                                     ----------------------------
                                  Ryan Turner,
                                  Attorney-in-Fact


                                      -5-


                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 1 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.



                                            /S/ NEIL M. KOEHLER
                                            ------------------------------------
                                            Neil M. Koehler


                                      -6-


                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 1 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.



                                    KINERGY RESOURCES, LLC


                                    By: /S/ NEIL M. KOEHLER
                                        ----------------------------------------
                                         Neil M. Koehler, Member


                                    FLIN-MAC, INC.


                                    By:  /S/ FRANK R. LINDBLOOM
                                       -----------------------------------------
                                         Frank R. Lindbloom, President



                                    /S/ KENT KAULFUSS
                                    --------------------------------------------
                                    Kent Kaulfuss


                                    /S/ TOM KOEHLER
                                    --------------------------------------------
                                   Tom Koehler


                                      -7-

EX-2.4

                                                                     EXHIBIT 2.4

                   AMENDMENT NO. 2 TO SHARE EXCHANGE AGREEMENT

         THIS AMENDMENT NO. 2 TO SHARE EXCHANGE AGREEMENT (this "AMENDMENT") is
made and entered into as of October 1, 2004, by and among Accessity Corp., a New
York corporation ("ACCESSITY"); Pacific Ethanol, Inc., a California corporation
("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY"); ReEnergy, LLC, a California limited liability company ("REENERGY,"
and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the
shareholders of PEI (collectively, the "PEI SHAREHOLDERS"); each of the holders
of options or warrants to acquire shares of common stock of PEI (collectively,
the "PEI WARRANTHOLDERS"); each of the limited liability company members of
Kinergy identified on the signature pages hereof (collectively, the "KINERGY
MEMBERS"); each of the limited liability company members of ReEnergy identified
on the signature pages hereof (collectively, the "REENERGY MEMBERS").

         WHEREAS, Accessity, PEI, Kinergy, and ReEnergy have executed a Share
Exchange Agreement dated as of May 14, 2004, as amended by that certain
Amendment No. 1 to Share Exchange Agreement dated as of July 29, 2004 (as so
amended, the "EXCHANGE AGREEMENT"); and

         WHEREAS, Accessity, PEI, Kinergy and ReEnergy desire to amend certain
provisions of the Share Exchange Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
respective promises and agreements of the parties set forth herein, the parties
hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Exchange
Agreement.

         2. AMENDMENTS.

                  (a) Section 2.3 of the Exchange Agreement is hereby amended by
replacing the reference to "1,875,000 Accessity Exchange Shares" with "3,875,000
Accessity Exchange Shares."

                  (b) Section 2.4 of the Exchange Agreement is hereby amended by
replacing the reference to "21,250 Accessity Exchange Shares" with "1,250
Accessity Exchange Shares."

                  (c) Section 3.2(d) of the Exchange Agreement is hereby amended
by deleting said Section 3.2(d) in its entirety and inserting in its place the
following new Section 3.2(d) which shall read in its entirety as follows:

                "(d) the written resignations of each of the current directors
         of Accessity other than Kenneth J. Friedman (Barry Siegel and Bruce S.
         Udell), dated as of the Closing Date, in form and substance reasonably
         acceptable to each of PEI, Kinergy and ReEnergy (and Kenneth J.
         Friedman shall thereafter remain as a Class II director (thereby
         holding such board seat until the annual meeting of Accessity
         shareholders to be held in the fourth calendar quarter of 2005) and


                                      -1-


         shall confirm said resignations and appoint Neil M. Koehler and William
         Lyles as Class I directors of Accessity, John Pimentel as a Class II
         director of Accessity and Ryan Turner and Frank P. Greinke as Class III
         directors of Accessity to fill the vacant director positions and serve
         as directors of Accessity upon and after the Closing);"

         (d) Section 4.2 of the Exchange Agreement is hereby amended by deleting
the number "12,252,200" appearing in the fourth line of said section and
inserting in its place the number "13,332,200."

         (e) Clause (xi) of Section 11.4(a) of the Exchange Agreement is hereby
amended by adding the following additional language at the end of clause (xi) as
so modified:

                ",PROVIDED, HOWEVER, that PEI may issue shares of its common
         stock in a private placement transaction provided that in connection
         with such private placement transaction all but $500,000 of the
         offering proceeds must be held in an escrow account and not released
         until on or after the Closing Date;"

         (f) Section 11.5 of the Exchange Agreement is hereby amended by
deleting said Section 11.5 in its entirety and inserting in its place the
following new Section 11.5 which shall read in its entirety as follows:

                "11.5 ACCESSITY ANNUAL SHAREHOLDERS' MEETING. Accessity shall,
         in accordance with its articles of incorporation and bylaws and the
         applicable requirements of New York law, call and hold an annual
         meeting of its shareholders as promptly as practicable for the purpose
         of permitting them to consider and to vote upon and approve the Share
         Exchange and the transactions contemplated by this Agreement, the
         reincorporation of Accessity in the State of Delaware referred to in
         SECTION 13.6 below, the Subsidiary Transfer and the Subsidiary Sale
         referred to in SECTION 13.11 below, and the adoption of a new stock
         option plan referred to in SECTION 13.16 below, in form and substance
         reasonably acceptable to the Acquired Companies) (the "ACCESSITY ANNUAL
         SHAREHOLDERS' MEETING"). As soon as permissible under all applicable
         Legal Requirements, Accessity shall cause a copy of the Proxy Statement
         (as defined in SECTION 11.6 below) to be delivered to each shareholder
         of Accessity who is entitled to vote on such matter under its articles
         of incorporation and bylaws and the applicable requirements of New York
         law."

         (g) Section 12.9 of the Exchange Agreement is hereby amended by
deleting said Section 12.9 in its entirety and inserting in its place the
following new Section 12.9 which shall read in its entirety as follows:

                "12.9 CONSULTING AND NONCOMPETITION AGREEMENTS. Accessity shall
         have entered into a consulting and noncompetition agreement with Barry
         Siegel in regard to advisory services to be rendered by Mr. Siegel, in
         form and substance mutually acceptable to the Acquired Companies,
         Accessity and Barry Siegel (the "SIEGEL CONSULTING AND NONCOMPETITION
         AGREEMENT"). The Siegel Consulting and Noncompetition Agreement shall


                                      -2-


         include payment to Barry Siegel on the Closing Date of compensation (a)
         in the form of the number of shares of Common Stock of Accessity equal
         to the excess, if any, of 400,000 shares of the Common Stock of
         Accessity over the number of shares of Siegel Common Stock determined
         in accordance with Section 13.11 of this Agreement and (b) allocated
         between compensation for consulting services and a covenant not to
         compete, each in such amounts as shall be mutually acceptable to the
         Acquired Companies, Accessity and Barry Siegel. Accessity shall also
         have entered into a consulting and noncompetition agreement with Philip
         Kart in regard to advisory services to be rendered by Mr. Kart, in form
         and substance mutually acceptable to the Acquired Companies, Accessity
         and Philip Kart (the "KART CONSULTING AND NONCOMPETITION AGREEMENT").
         The Kart Consulting and Noncompetition Agreement shall include payment
         to Philip Kart on the Closing Date of compensation (a) in the amount of
         200,000 shares of the Common Stock of Accessity and (b) allocated
         between compensation for consulting services and a covenant not to
         compete, in such amounts as shall be mutually acceptable to the
         Acquired Companies, Accessity and Philip Kart."

         (h) Section 12.13 of the Exchange Agreement is hereby amended by
deleting said Section 12.13 in its entirety and inserting in its place the
following new Section 12.13 which shall read in its entirety as follows: :

                "12.13 APPROVAL BY ACCESSITY SHAREHOLDERS. The shareholders of
         Accessity shall have approved the execution, delivery and performance
         of this Agreement and the consummation of the transactions contemplated
         hereby (including, without limitation, the reincorporation of Accessity
         in the State of Delaware referred to in SECTION 13.6 below, the
         Subsidiary Transfer and the Subsidiary Sale referred to in SECTION
         13.11 below, and the adoption of a new stock option plan referred to in
         SECTION 13.16 below, in form and substance reasonably acceptable to the
         Acquired Companies)). "

         (i) Section 12.14 of the Exchange Agreement is hereby amended by
deleting the number "18,800,000" appearing in the fourth line of said section
and inserting in its place the number "21,700,000."

         (j) Section 12.16 of the Exchange Agreement is hereby amended by
deleting said Section 12.16 in its entirety and inserting in its place the
following new Section 12.16 which shall read in its entirety as follows: :

                "12.16 FAIRNESS OPINION. Accessity shall have received a
         fairness opinion regarding the Subsidiary Transfer referred to in
         SECTION 13.11 below. "

         (k) Article XII of the Exchange Agreement is hereby amended by adding
at the end thereof a new Section 12.17 which shall read in its entirety as
follows:


                                      -3-


                "12.17 RECEIPT OF ADDITIONAL EQUITY CAPITAL BY PEI. PEI shall
         have raised an additional $7.0 million in equity capital pursuant to
         the private placement of securities of PEI between October 1, 2004 and
         the Closing Date (which securities shall also be exchanged for
         securities of Accessity pursuant to the Share Exchange, subject to the
         other terms and conditions set forth in this Agreement)."

         (l) Article XII of the Exchange Agreement is hereby amended by adding
at the end thereof a new Section 12.18 which shall read in its entirety as
follows:

                "12.18 NONCOMPETITION AND NONSOLICITATION AGREEMENTS. Each of
         Neil M. Koehler, William Jones, Andrea Jones, Ryan Turner and Tom
         Koehler shall have entered into a Noncompetition and Nonsolicitation
         Agreement with Accessity in a form mutually agreeable to the parties."

         (m) Section 13.4 of the Exchange Agreement is hereby amended by
deleting said Section 13.4 in its entirety and inserting in its place the
following new Section 13.4 which shall read in its entirety as follows:

                "13.4 APPROVAL BY ACCESSITY SHAREHOLDERS. The shareholders of
         Accessity shall have approved the execution, delivery and performance
         of this Agreement and the consummation of the transactions contemplated
         hereby (including, without limitation, the reincorporation of Accessity
         in the State of Delaware referred to in SECTION 13.6 below, the
         Subsidiary Transfer and the Subsidiary Sale referred to in SECTION
         13.11 below, and the adoption of a new stock option plan referred to in
         SECTION 13.16 below, in form and substance reasonably acceptable to the
         Acquired Companies)). "

         (n) Section 13.10 of the Exchange Agreement is hereby amended by
deleting said Section 13.10 in its entirety and inserting in its place the
following new Section 13.10 which shall read in its entirety as follows: :

                "13.10 LIMITATION OF OUTSTANDING CAPITAL STOCK. As of the
         Closing Date, without giving effect to the transactions contemplated
         hereby, Accessity shall have no more than 2,800,000 of capital stock
         issued and outstanding on a fully-diluted basis (including shares of
         capital stock issuable upon exercise of any and all options, calls,
         warrants, claims and any other rights to acquire shares of capital
         stock of Accessity, whether accrued or contingent, other than an
         aggregate of 600,000 shares of common stock of Accessity to be issued
         and beneficially owned by Barry Siegel and Philip Kart)."

         (o) Section 13.11 of the Exchange Agreement is hereby amended by
deleting said Section 13.11 in its entirety and inserting in its place the
following new Section 13.11 which shall read in its entirety as follows: :


                                      -4-


                  "13.11 SUBSIDIARY TRANSFER, SUBSIDIARY SALE AND WAIVER OF
         CHANGE OF CONTROL PROVISIONS BY BARRY SIEGEL AND PHILIP KART.. Prior to
         Closing, Accessity shall have (a) transferred its subsidiary
         DriverShield CRM Corp., a Delaware corporation, to Barry Siegel
         pursuant to a written agreement between Accessity and Barry Siegel, in
         form and substance reasonably satisfactory to PEI, Kinergy and ReEnergy
         (the "SUBSIDIARY TRANSFER"), and sold its other subsidiary, Sentaur
         Corp., a Florida corporation, to Barry Siegel pursuant to a written
         agreement between Accessity and Barry Siegel, in form and substance
         reasonably satisfactory to PEI, Kinergy and ReEnergy (the "SUBSIDIARY
         SALE"), and (b) issued a certain number of shares of Common Stock of
         Accessity (the "SIEGEL COMMON STOCK"), not to exceed 400,000 shares, in
         consideration of the waiver by Barry Siegel of the change in control
         provisions set forth in the employment agreement between Accessity and
         Barry Siegel that expires on December 31, 2004, as the same would be
         applicable to the consummation of the transactions contemplated by this
         Agreement (including, but not limited to, the provisions that require
         Accessity to pay to Barry Siegel (i) a severance payment of 300% of his
         average annual salary for the past five years, less $100; (ii) the cash
         value of his outstanding but unexercised stock options; and (iii) for
         any and all other perquisites in the event that he is terminated for
         various reasons specified in such agreement following a change of
         control (as defined in such agreement)). The number of shares of Siegel
         Common Stock to be issued shall be such number, which shall not exceed
         400,000 shares of Common Stock of Accessity, as shall be equal to a
         fraction, the numerator of which is the excess of the value of the
         waived severance payment over the fair market value of DriverShield CRM
         Corp. determined as of the Closing Date, and the denominator of which
         is the closing price per share of the Common Stock of Accessity on the
         business day before the Closing Date. Without in any way limiting the
         foregoing, as part of the Subsidiary Sale, until the landlord of the
         present Accessity headquarters in Coral Springs, Florida sells the
         building, Mr. Siegel or an entity owned or controlled by Mr. Siegel
         (which may include Sentaur) with the consent of the lessor under the
         existing lease agreement for such facilities, on terms and conditions
         reasonably satisfactory to the Acquired Companies, will contribute the
         sum of $3,500 toward the monthly rent obligation; PROVIDED, HOWEVER,
         that once the Acquired Companies have made lease payments of $50,000
         under the lease, Mr. Siegel shall make all lease payment until the
         building is sold. The parties acknowledge and agree that the personal
         property at the facilities of Accessity located in Coral Springs,
         Florida shall also be transferred to Barry Siegel or an entity owned or
         controlled by Barry Siegel (which may be Sentaur Corp.) and Accessity
         shall pay Barry Siegel or Sentaur Corp. $20,000 for moving expenses.
         Prior to Closing, Accessity shall also have obtained from Philip Kart,
         in consideration for the execution and delivery by Accessity of the
         Kart Consulting and Non-Competition Agreement described in Section 12.9
         of this Agreement, the waiver by Philip Kart of the change in control
         provisions set forth in the employment agreement between Accessity and
         Philip Kart that expires on December 31, 2004, as the same would be
         applicable to the consummation of the transactions contemplated by this


                                      -5-


         Agreement (including, but not limited to, the provisions that require
         Accessity to pay to Philip Kart (i) a severance payment of 100% of his
         annual salary on a date specified in such agreement; (ii) the cash
         value of his outstanding but unexercised stock options; and (iii) for
         any and all other perquisites in the event that he is terminated for
         various reasons specified in such agreement following a change of
         control (as defined in such agreement)). Immediately prior to the
         Closing, Accessity shall file with the SEC a Form S-8 covering the
         Siegel Common Stock and the 200,000 shares of the Common Stock of
         Accessity issuable to Philip Kart pursuant to Section 12.9."

         (p) Section 13.17 of the Exchange Agreement is hereby amended by
deleting said Section 13.17 in its entirety and inserting in its place the
following: "[Intentionally omitted]."

         (q) Section 14.6 of the Exchange Agreement is hereby amended by
deleting said Section 14.6 in its entirety and inserting in its place the
following: "[Intentionally omitted]."

         (r) Subsection (b) of Section 14.7 of the Exchange Agreement is hereby
amended by deleting said subsection (b) in its entirety and inserting in its
place the following: "(b) [Intentionally omitted]."

         (s) Subsections (c) and (d) of Section 16.1 of the Exchange Agreement
are hereby amended by deleting said subsections in their entirety and inserting
in their place the following new subsections (c) and (d), which shall read in
their entirety as follows:

                  "(c) by either Accessity or the Acquired Companies if the
         Closing has not occurred on or before January 7, 2005 (the "FINAL
         DATE");

                  (d) by Accessity, upon written notice, if the shareholders of
         Accessity shall not have approved the Agreement and the consummation of
         the transactions contemplated hereby (including, without limitation,
         with respect to the approval by the shareholders of Accessity, the
         appointment of the individuals identified in subsection (d) of SECTION
         3.2 above to the Board of Directors of Accessity, the reincorporation
         of Accessity in the State of Delaware referred to in SECTION 13.6
         above, the Subsidiary Transfer and the Subsidiary Sale referred to in
         SECTION 13.11 above, the adoption of a new stock option plan as
         referred to in SECTION 13.16 above, in form and substance reasonably
         acceptable to the Acquired Companies) prior to the Closing Date;"

         (t) The Exchange Agreement is hereby amended to replace all references
to "Reenergy" with "ReEnergy."

         (u) Exhibit A to the Exchange Agreement is hereby amended by deleting
each reference to "18,750" and "21,250" and replacing each with "38,750" and
"1,250," respectively.

         (v) Exhibit B to the Exchange Agreement is hereby amended by deleting
the row of the table entitled "PEI SHAREHOLDERS AND ACCESSITY EXCHANGE SHARES TO
BE RECEIVED" on Exhibit B that reads:
"Lyles Diversified, Inc.                        1,000,000             1,000,000"
and inserting in its place the following
new information:

             "Lyles Diversified, Inc.           1,160,000             1,160,000"


                                      -6-


         (w) Exhibit B to the Exchange Agreement is hereby amended by deleting
the last row of the table entitled "PEI SHAREHOLDERS AND ACCESSITY EXCHANGE
SHARES TO BE RECEIVED" on Exhibit B that reads: "TOTAL  12,252,200   12,252,200"
                                                        ==========   ==========
and inserting in its place the following new information:

         "Liviakis Financial Communications, Inc.        920,000        920,000

                  TOTAL                               13,332,200     13,332,200"
                                                      ==========     ===========

         (x) Exhibit B to the Exchange Agreement is hereby further amended by
deleting the table entitled name "PEI WARRANTHOLDERS AND WARRANTS TO ACQUIRE
ACCESSITY COMMON STOCK" in its entirety and replacing said table with the
following new table which shall read in its entirety as follows:


                       PEI WARRANTHOLDERS AND WARRANTS TO ACQUIRE ACCESSITY COMMON STOCK
                       -----------------------------------------------------------------

                                                    No. of Shares Subject to
              Name of Pe Warrantholder           Accessity Replacement Warrants        Exercise Price Per Share
              ------------------------           ------------------------------        ------------------------
                                                                                            
        Cagan-McAfee Capital Partners                        14,167                               $ 1.50

        Prima Capital Group, Inc.                            28,320                               $ 1.50

        Frank Siefert                                         1,000                               $ 1.50

        Cagan-McAfee Capital Partners                        50,000                               $ 2.00

        Jeffrey Manternach                                   25,000                               $ 0.01

        Liviakis Financial Communications                   230,000                               $0.0001
                                                            -------                                ------

           TOTAL                                            348,487                        $0.0001- $2.00
                                                            =======                        =======--=====


                                                    -7-



         (y) Exhibit B to the Exchange Agreement is hereby further amended by
deleting the table entitled name "CONVERTIBLE DEBT" in its entirety and
replacing said table with the following new table which shall read in its
entirety as follows:

                                        "CONVERTIBLE DEBT
                                        -----------------

         "Lyles Diversified, Inc.             840,000*                840,000*
                                              -------                 -------

         ----------

         * Lyles Diversified, Inc. ("LDI") may receive up to 840,000 shares of
         PEI Stock pursuant to the conversion of a portion of the currently
         outstanding debt owed by PEI to LDI, which conversion is at the option
         of LDI. Accordingly, the number of Accessity Exchange Shares to be
         received by LDI shall be equal to the product of (i) the number of
         shares of PEI Stock received upon conversion (at a conversion rate of
         $1.50 per share) of such portion of such debt, multiplied by (ii) the
         PEI Exchange Ratio. The parties acknowledge and agree that Accessity
         Exchange Shares will be directly issued to LDI (without any preceding
         issuance of shares of PEI Stock) if such conversion occurs after the
         Closing Date."

         (z) Exhibit C to the Exchange Agreement is hereby amended by deleting
the reference to "1,875,000" and replacing it with "3,875,000."

         (aa) Exhibit D to the Exchange Agreement is hereby amended by deleting
the references to "499,375" and "626,875" and replacing each with "29,375" and
"36,875," respectively.

         3. MISCELLANEOUS. Except as modified and amended pursuant to this
Amendment, the Exchange Agreement shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Amendment will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


                                      -8-


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

"ACCESSITY":                            ACCESSITY CORP.
 ---------


                                        By:  /S/ BARRY SIEGEL
                                           -------------------------------------
                                             Barry Siegel, Chairman and CEO



"ACQUIRED COMPANIES":                   PACIFIC ETHANOL, INC.
 ------------------


                                        By:  /S/ RYAN TURNER
                                           -------------------------------------
                                             Ryan Turner, Director and COO



                                        KINERGY MARKETING, LLC


                                        By:  /S/ NEIL M. KOEHLER
                                           -------------------------------------
                                             Neil M. Koehler, President



                                        REENERGY, LLC


                                        By:  /S/ FRANK R. LINDBLOOM
                                           -------------------------------------
                                             Frank R. Lindbloom, Member/Owner


                                      -9-


                      PEI SHAREHOLDER AND PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 2 TO
                            SHARE EXCHANGE AGREEMENT


         Pursuant to the authority granted to the undersigned in Section 17.2 of
the Exchange Agreement, by execution of this Amendment below by the undersigned,
the PEI Shareholders and PEI Warrantholders have executed this Amendment as of
the day and year first above written.




                                           By: /S/ RYAN TURNER
                                              ----------------------------------
                                               Ryan Turner,
                                               Attorney-in-Fact


                                      -10-


                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 2 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.




                                           /S/ NEIL M. KOEHLER
                                           -------------------------------------
                                           Neil M. Koehler


                                      -11-


                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 2 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                         KINERGY RESOURCES, LLC


                                         By: /S/ NEIL M. KOEHLER
                                             -----------------------------------
                                              Neil M. Koehler, Member


                                         FLIN-MAC, INC.


                                         By:  /S/ FRANK R. LINDBLOOM
                                            ------------------------------------
                                              Frank R. Lindbloom, President



                                         /S/ KENT KAULFUSS
                                         ---------------------------------------
                                         Kent Kaulfuss


                                         /S/ TOM KOEHLER
                                         ---------------------------------------
                                         Tom Koehler


                                      -12-

EX-2.5

                                                                     EXHIBIT 2.5


                   AMENDMENT NO. 3 TO SHARE EXCHANGE AGREEMENT


         THIS AMENDMENT NO. 3 TO SHARE EXCHANGE AGREEMENT (this "AMENDMENT") is
made and entered into as of January 7, 2005, by and among Accessity Corp., a New
York corporation ("ACCESSITY"); Pacific Ethanol, Inc., a California corporation
("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY"); ReEnergy, LLC, a California limited liability company ("REENERGY,"
and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the
shareholders of PEI (collectively, the "PEI SHAREHOLDERS"); each of the holders
of options or warrants to acquire shares of common stock of PEI (collectively,
the "PEI WARRANTHOLDERS"); each of the limited liability company members of
Kinergy identified on the signature pages hereof (collectively, the "KINERGY
MEMBERS"); each of the limited liability company members of ReEnergy identified
on the signature pages hereof (collectively, the "REENERGY MEMBERS").

         WHEREAS, Accessity, PEI, Kinergy, and ReEnergy have executed a Share
Exchange Agreement dated as of May 14, 2004, as amended by that certain
Amendment No. 1 to Share Exchange Agreement dated as of July 29, 2004 and that
certain Amendment No. 2 to Share Exchange Agreement dated as of October 1, 2004
(as so amended, the "EXCHANGE AGREEMENT"); and

         WHEREAS, Accessity, PEI, Kinergy and ReEnergy desire to amend certain
provisions of the Share Exchange Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
respective promises and agreements of the parties set forth herein, the parties
hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Exchange
Agreement.

         2. AMENDMENTS.

                  (a) Section 12.14 of the Exchange Agreement is hereby amended
by deleting the number "21,700,000" appearing in the fourth line of said section
and inserting in its place the number "25,700,000."

                  (b) Article XIV of the Exchange Agreement is hereby amended by
adding at the end thereof a new Section 14.9 which shall read in its entirety as
follows:

                  "14.9 REGISTRATION OF SECURITIES. The Acquired Companies
         and/or Accessity shall not file a registration statement with the
         Securities and Exchange Commission to register any securities issued by
         any of the Acquired Companies and/or Accessity from October 1, 2004
         through six (6) months after the Closing Date of the Share Exchange,
         other than a registration statement on Form S-8 covering the shares of
         common stock issuable to Barry Siegel and Philip Kart pursuant to
         Section 12.9 of this Agreement."


                                      -1-


                  (c) Subsection (c) of Section 16.1 of the Exchange Agreement
is hereby amended by deleting the reference to "January 7, 2005" and inserting
in its place "February 28, 2005."

                  (d) Exhibit B to the Exchange Agreement is hereby amended by
deleting the row of the table entitled "PEI SHAREHOLDERS AND ACCESSITY EXCHANGE
SHARES TO BE RECEIVED" on Exhibit B that reads: "Lyles Diversified, Inc.
1,160,000 1,160,000" and inserting in its place the following new information:

                  "Lyles Diversified, Inc.    1,170,000              1,170,000"

                  (e) Exhibit B to the Exchange Agreement is hereby amended to
include the following information and to amend the TOTAL amounts shown on the
table entitled "PEI SHAREHOLDERS AND ACCESSITY EXCHANGE SHARES TO BE RECEIVED":


                                                No. of Shares           No. of Accessity
          "Name of Shareholder               of PEI Stock Owned         Exchange Shares
          --------------------               ------------------         ---------------
                                                                     
        Bock-Stegman Trust                         33,333                  33,333

        Michael T. Bock Revocable Trust            33,333                  33,333

        Jon Spar and Karen Kulkowski               27,000                  27,000

        Peter Bock                                 10,000                  10,000

        Neil Sullivan                              60,000                  60,000
                                                   ------                  ------

            TOTAL                              13,505,866              13,505,866"
                                               ==========              ===========



                                      -2-


                  (f) Exhibit B to the Exchange Agreement is hereby further
amended to include the following information and to amend the TOTAL amounts
shown on the table entitled "PEI WARRANTHOLDERS AND WARRANTS TO ACQUIRE
ACCESSITY COMMON STOCK":

                                                          No. of Shares
                                                       Subject to Accessity           Exercise Price
         "Name of PE Warrantholder                     Replacement Warrants             Per Share
         -------------------------                     --------------------             ---------
                                                                                   
        Bock-Stegman Trust                                    6,666                      $3.00

        Michael T. Bock Revocable Trust                       6,666                      $3.00

        Jon Spar and Karen Kulkowski                          5,400                      $3.00

        Peter Bock                                            2,000                      $3.00

        Neil Sullivan                                        12,000                      $3.00
                                                                                         -----
           TOTAL                                                                     $.0001-$3.00"
                                                                                     =============

                                      -3-




                  (g) Exhibit B to the Exchange Agreement is hereby further
amended by deleting the table entitled name "CONVERTIBLE DEBT" in its entirety
and replacing said table with the following new table which shall read in its
entirety as follows:

                                          "CONVERTIBLE DEBT
                                          -----------------

         Lyles Diversified, Ins. *            830,000*         830,000*
                                              -------          -------

         ----------

                  * Lyles Diversified, Inc. ("LDI") may receive up to 830,000
         shares of PEI Stock pursuant to the conversion of a portion of the
         currently outstanding debt owed by PEI to LDI, which conversion is at
         the option of LDI. Accordingly, the number of Accessity Exchange Shares
         to be received by LDI shall be equal to the product of (i) the number
         of shares of PEI Stock received upon conversion (at a conversion rate
         of $1.50 per share) of such portion of such debt, multiplied by (ii)
         the PEI Exchange Ratio. The parties acknowledge and agree that
         Accessity Exchange Shares will be directly issued to LDI (without any
         preceding issuance of shares of PEI Stock) if such conversion occurs
         after the Closing Date."

         3. MISCELLANEOUS. Except as modified and amended pursuant to this
Amendment, the Exchange Agreement shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Amendment will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


                                      -4-


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

"ACCESSITY":                               ACCESSITY CORP.
 ---------


                                           By:  /S/ BARRY SIEGEL
                                              ----------------------------------
                                                Barry Siegel, Chairman and CEO



"ACQUIRED COMPANIES":                      PACIFIC ETHANOL, INC.
 ------------------


                                           By:  /S/ RYAN TURNER
                                              ----------------------------------
                                                Ryan Turner, Director and COO



                                           KINERGY MARKETING, LLC


                                           By:  /S/ NEIL M. KOEHLER
                                              ----------------------------------
                                                Neil M. Koehler, President



                                           REENERGY, LLC


                                           By:  /S/ FRANK R. LINDBLOOM
                                              ----------------------------------
                                                Frank R. Lindbloom, Member/Owner


                                      -5-


                      PEI SHAREHOLDER AND PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 3 TO
                            SHARE EXCHANGE AGREEMENT


         Pursuant to the authority granted to the undersigned in Section 17.2 of
the Exchange Agreement, by execution of this Amendment below by the undersigned,
the PEI Shareholders and PEI Warrantholders have executed this Amendment as of
the day and year first above written.


                                           By:  /S/ RYAN TURNER
                                              ----------------------------------
                                                Ryan Turner,
                                                Attorney-in-Fact


                                      -6-


                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 3 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                            /S/ NEIL M. KOEHLER
                                            ------------------------------------
                                            Neil M. Koehler


                                      -7-


                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 3 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                   KINERGY RESOURCES, LLC


                                   By: /S/ NEIL M. KOEHLER
                                       -----------------------------------------
                                        Neil M. Koehler, Member


                                   FLIN-MAC, INC.


                                   By:  /S/ FRANK R. LINDBLOOM
                                      ------------------------------------------
                                        Frank R. Lindbloom, President



                                   /S/ KENT KAULFUSS
                                   ---------------------------------------------
                                   Kent Kaulfuss


                                   /S/ TOM KOEHLER
                                   ---------------------------------------------
                                   Tom Koehler


                                      -8-

EX-2.6

                                                                     EXHIBIT 2.6


                   AMENDMENT NO. 4 TO SHARE EXCHANGE AGREEMENT


         THIS AMENDMENT NO. 4 TO SHARE EXCHANGE AGREEMENT (this "AMENDMENT") is
made and entered into as of February 16, 2005, by and among Accessity Corp., a
New York corporation ("ACCESSITY"); Pacific Ethanol, Inc., a California
corporation ("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY"); ReEnergy, LLC, a California limited liability company ("REENERGY,"
and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the
shareholders of PEI (collectively, the "PEI SHAREHOLDERS"); each of the holders
of options or warrants to acquire shares of common stock of PEI (collectively,
the "PEI WARRANTHOLDERS"); each of the limited liability company members of
Kinergy identified on the signature pages hereof (collectively, the "KINERGY
MEMBERS"); each of the limited liability company members of ReEnergy identified
on the signature pages hereof (collectively, the "REENERGY MEMBERS").

         WHEREAS, Accessity, PEI, Kinergy, and ReEnergy have executed a Share
Exchange Agreement dated as of May 14, 2004, as amended by that certain
Amendment No. 1 to Share Exchange Agreement dated as of July 29, 2004, that
certain Amendment No. 2 to Share Exchange Agreement dated as of October 1, 2004
and that certain Amendment No. 3 to Share Exchange Agreement dated as of January
7, 2005 (as so amended, the "EXCHANGE AGREEMENT"); and

         WHEREAS, Accessity, PEI, Kinergy and ReEnergy desire to amend certain
provisions of the Share Exchange Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
respective promises and agreements of the parties set forth herein, the parties
hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Exchange
Agreement.

         2. AMENDMENTS.

                  (a) Section 12.14 of the Exchange Agreement is hereby amended
by deleting the number "25,700,000" appearing in the fourth line of said section
and inserting in its place the number "26,200,000."

                  (b) Subsection (c) of Section 16.1 of the Exchange Agreement
is hereby amended by deleting the reference to "February 28, 2005" and inserting
in its place "March 25, 2005."

                  (c) Exhibit B to the Exchange Agreement is hereby amended by
deleting the row of the table entitled "PEI SHAREHOLDERS AND ACCESSITY EXCHANGE
SHARES TO BE RECEIVED" on
Exhibit B that reads: "Lyles Diversified, Inc.        1,170,000       1,170,000"
and inserting in its place the following new information:

                  "Lyles Diversified, Inc.            1,270,000       1,270,000"


                                      -1-


                  (d) Exhibit B to the Exchange Agreement is hereby amended to
delete the following information: "Neil Sullivan 60,000 60,000" and to amend the
TOTAL amounts shown on the table entitled "PEI SHAREHOLDERS AND ACCESSITY
EXCHANGE SHARES TO BE RECEIVED" as follows:

           "TOTAL                                    13,545,866      13,545,866"
                                                     ==========      ===========

                  (e) Exhibit B to the Exchange Agreement is hereby further
amended to restate in its entirety the table entitled "PEI WARRANTHOLDERS AND
WARRANTS TO ACQUIRE ACCESSITY COMMON STOCK" as follows:


                                                        No. of Shares
                                                     Subject to Accessity           Exercise Price
          "Name of PEI Warrantholder                 Replacement Warrants             Per Share
          --------------------------                 --------------------             ---------

                                                                                 
        Cagan-McAfee Capital Partners                       14,167                     $  1.50

        Prima Capital Group, Inc.                           28,320                     $  1.50

        Frank Siefert                                        1,000                     $  1.50

        Cagan-McAfee Capital Partners                       50,000                     $  2.00

        Jeffrey Manternach                                  25,000                     $  0.01

        Liviakis Financial Communications, Inc.            230,000                     $0.0001

        Bock-Stegman Trust                                   6,666                     $  3.00

        Michael T. Bock Revocable Trust                      6,666                     $  3.00

        Jon Spar and Karen Kulkowski                         5,400                     $  3.00

        Peter Bock                                           2,000                     $  3.00

        Bock-Stegman Trust                                   3,333                     $  5.00

        Michael T. Bock Revocable Trust                      3,333                     $  5.00

        Jon Spar and Karen Kulkowski                         2,700                     $  5.00

        Peter Bock                                           1,000                     $  5.00

         TOTAL                                             379,585                $.0001-$5.00"
                                                                                  =============


                                             -2-




                  (f) Exhibit B to the Exchange Agreement is hereby further
amended by deleting the table entitled name "CONVERTIBLE DEBT" in its entirety
and replacing said table with the following new table which shall read in its
entirety as follows:

                                           "CONVERTIBLE DEBT
                                           -----------------


         Lyles Diversifield, Inc.               730,000*               730,000*
                                                --------               --------


                  * Lyles Diversified, Inc. ("LDI") may receive up to 730,000
         shares of PEI Stock pursuant to the conversion of a portion of the
         currently outstanding debt owed by PEI to LDI, which conversion is at
         the option of LDI. Accordingly, the number of Accessity Exchange Shares
         to be received by LDI shall be equal to the product of (i) the number
         of shares of PEI Stock received upon conversion (at a conversion rate
         of $1.50 per share) of such portion of such debt, multiplied by (ii)
         the PEI Exchange Ratio. The parties acknowledge and agree that
         Accessity Exchange Shares will be directly issued to LDI (without any
         preceding issuance of shares of PEI Stock) if such conversion occurs
         after the Closing Date."

         3. MISCELLANEOUS. Except as modified and amended pursuant to this
Amendment, the Exchange Agreement shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Amendment will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


                                      -3-


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

"ACCESSITY":                              ACCESSITY CORP.
 ---------


                                          By:  /S/ BARRY SIEGEL
                                             -----------------------------------
                                               Barry Siegel, Chairman and CEO



"ACQUIRED COMPANIES":                     PACIFIC ETHANOL, INC.
 ------------------


                                          By:  /S/ RYAN TURNER
                                             -----------------------------------
                                               Ryan Turner, Director and COO



                                          KINERGY MARKETING, LLC


                                          By:  /S/ NEIL M. KOEHLER
                                             -----------------------------------
                                               Neil M. Koehler, President



                                          REENERGY, LLC


                                          By:  /S/ FRANK R. LINDBLOOM
                                             -----------------------------------
                                               Frank R. Lindbloom, Member/Owner


                                      -4-


                      PEI SHAREHOLDER AND PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 4 TO
                            SHARE EXCHANGE AGREEMENT


         Pursuant to the authority granted to the undersigned in Section 17.2 of
the Exchange Agreement, by execution of this Amendment below by the undersigned,
the PEI Shareholders and PEI Warrantholders have executed this Amendment as of
the day and year first above written.


                                         By:  /S/ RYAN TURNER
                                            ------------------------------------
                                              Ryan Turner,
                                              Attorney-in-Fact


                                      -5-


                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 4 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                            /S/ NEIL M. KOEHLER
                                            ------------------------------------
                                            Neil M. Koehler


                                      -6-


                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 4 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                      KINERGY RESOURCES, LLC


                                      By: /S/ NEIL M. KOEHLER
                                          --------------------------------------
                                           Neil M. Koehler, Member


                                      FLIN-MAC, INC.


                                      By:  /S/ FRANK R. LINDBLOOM
                                         ---------------------------------------
                                           Frank R. Lindbloom, President



                                           /S/ KENT KAULFUSS
                                         ---------------------------------------
                                          Kent Kaulfuss


                                           /S/ TOM KOEHLER
                                         ---------------------------------------
                                           Tom Koehler


                                      -7-

EX-2.7

                                                                     EXHIBIT 2.7


                   AMENDMENT NO. 5 TO SHARE EXCHANGE AGREEMENT


         THIS AMENDMENT NO. 5 TO SHARE EXCHANGE AGREEMENT (this "AMENDMENT") is
made and entered into as of March 3, 2005, by and among Accessity Corp., a New
York corporation ("ACCESSITY"); Pacific Ethanol, Inc., a California corporation
("PEI"); Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY"); ReEnergy, LLC, a California limited liability company ("REENERGY,"
and together with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the
shareholders of PEI (collectively, the "PEI SHAREHOLDERS"); each of the holders
of options or warrants to acquire shares of common stock of PEI (collectively,
the "PEI WARRANTHOLDERS"); each of the limited liability company members of
Kinergy identified on the signature pages hereof (collectively, the "KINERGY
MEMBERS"); each of the limited liability company members of ReEnergy identified
on the signature pages hereof (collectively, the "REENERGY MEMBERS").

         WHEREAS, Accessity, PEI, Kinergy, and ReEnergy have executed a Share
Exchange Agreement dated as of May 14, 2004, as amended by that certain
Amendment No. 1 to Share Exchange Agreement dated as of July 29, 2004, that
certain Amendment No. 2 to Share Exchange Agreement dated as of October 1, 2004,
that certain Amendment No. 3 to Share Exchange Agreement dated as of January 7,
2005 and that certain Amendment No. 4 to Share Exchange Agreement dated as of
February 16, 2005 (as so amended, the "EXCHANGE AGREEMENT"); and

         WHEREAS, Accessity, PEI, Kinergy and ReEnergy desire to amend certain
provisions of the Share Exchange Agreement.

         NOW THEREFORE, in consideration of the foregoing premises and the
respective promises and agreements of the parties set forth herein, the parties
hereto agree as follows:

         1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed thereto in the Exchange
Agreement.

         2. AMENDMENTS. (a) Article V of the Exchange Agreement is hereby
amended to add the following new Section 5.5:

                           5.5 APPROVAL OF EQUITY OFFERING. Such PEI Shareholder
                  hereby approves and ratifies the Securities Purchase Agreement
                  (the "SECURITIES PURCHASE AGREEMENT") between PEI and each
                  investor who subscribes for units (the "UNITS") consisting of
                  shares of PEI's common stock and warrants to purchase shares
                  of PEI's common stock pursuant to PEI's Confidential Private
                  Placement Memorandum dated February 2, 2005, as supplemented
                  by Supplement No. 1 to Confidential Private Placement
                  Memorandum dated February 24 2005, and as further supplemented
                  by Supplement No. 2 to Confidential Private Placement
                  Memorandum dated March 3, 2005 (collectively, the
                  "Memorandum").


                                      -1-


                  (b) Article XVII of the Exchange Agreement is hereby amended
to add the following new Section 17.17:

                           17.17 JOINDER. Each PEI Shareholder who is also a
                  subscriber of Units offered by PEI pursuant to the Memorandum
                  and the Securities Purchase Agreement shall, by virtue of
                  their execution of the Securities Purchase Agreement, be
                  deemed to be a signatory to this Agreement and, as a result,
                  shall be subject to all of the provisions of this Agreement as
                  if such PEI Shareholder were an actual signatory hereto.

                  (c) Section 12.14 of the Exchange Agreement is hereby amended
by deleting the number "26,200,000" appearing in the fourth line of said section
and inserting in its place the number "28,800,000."

         3. MISCELLANEOUS. Except as modified and amended pursuant to this
Amendment, the Exchange Agreement shall remain in full force and effect. This
Amendment may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. This Amendment will become binding when one or more
counterparts hereof, individually or taken together, will bear the signatures of
all the parties reflected hereon as signatories.

                  [SIGNATURES CONTAINED ON THE FOLLOWING PAGE]


                                      -2-


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

"ACCESSITY":                               ACCESSITY CORP.
 ---------


                                           By:  /S/ BARRY SIEGEL
                                              ----------------------------------
                                                Barry Siegel, Chairman and CEO



"ACQUIRED COMPANIES":                      PACIFIC ETHANOL, INC.
 ------------------


                                           By:  /S/ RYAN TURNER
                                              ----------------------------------
                                                Ryan Turner, Director and COO



                                           KINERGY MARKETING, LLC


                                           By:  /S/ NEIL M. KOEHLER
                                              ----------------------------------
                                                Neil M. Koehler, President



                                           REENERGY, LLC


                                           By:  /S/ FRANK R. LINDBLOOM
                                              ----------------------------------
                                                Frank R. Lindbloom, Member/Owner


                                      -3-


                      PEI SHAREHOLDER AND PEI WARRANTHOLDER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 5 TO
                            SHARE EXCHANGE AGREEMENT


         Pursuant to the authority granted to the undersigned in Section 17.2 of
the Exchange Agreement, by execution of this Amendment below by the undersigned,
the PEI Shareholders and PEI Warrantholders have executed this Amendment as of
the day and year first above written.


                                           By:  /S/ RYAN TURNER
                                              ----------------------------------
                                                Ryan Turner,
                                                Attorney-in-Fact


                                      -4-


                                 KINERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 5 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                           /S/ NEIL M. KOEHLER
                                           -------------------------------------
                                           Neil M. Koehler


                                      -5-


                                 REENERGY MEMBER
                                 SIGNATURE PAGE
                                       TO
                               AMENDMENT NO. 5 TO
                            SHARE EXCHANGE AGREEMENT


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.


                                 KINERGY RESOURCES, LLC


                                 By: /S/ NEIL M. KOEHLER
                                     -------------------------------------------
                                      Neil M. Koehler, Member


                                 FLIN-MAC, INC.


                                 By:  /S/ FRANK R. LINDBLOOM
                                    --------------------------------------------
                                      Frank R. Lindbloom, President



                                      /S/ KENT KAULFUSS
                                    --------------------------------------------
                                      Kent Kaulfuss


                                      /S/ TOM KOEHLER
                                    --------------------------------------------
                                      Tom Koehler


                                      -6-

EX-3.1

                                                                     EXHIBIT 3.1


                                                               State of Delaware
                                                              Secretary of State
                                                        Division of Corporations
                                                   Delivered 06:27 PM 02/28/2005
                                                       Filed 06:27 PM 02/28/2005
                                                    SRV 050169353 - 3877538 FILE


                          CERTIFICATE OF INCORPORATION
                                       OF
                             PACIFIC ETHANOL, INC.,
                             A DELAWARE CORPORATION


         FIRST:  The name of the corporation is:

                              PACIFIC ETHANOL, INC.

         SECOND: The address of the corporation's registered office in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, State of Delaware. The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted by the corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.

         FOURTH: The corporation is authorized to issue one class of capital
stock to be designated "Common Stock" and another class of capital stock to be
designated "Preferred Stock." The total number of shares of Common Stock that
the corporation is authorized to issue is one hundred million (100,000,000),
with a par value of $.001 per share. The total number of shares of Preferred
Stock that the corporation is authorized to issue is ten million
(10,000,000)with a par value of $.001 per share.

                  Except as otherwise provided by law, the shares of stock of
the corporation, regardless of class, may be issued by the corporation from time
to time in such amounts, for such consideration and for such corporate purposes
as the board of directors may from time to time determine. A description of the
different classes and series of the corporation's capital stock and a statement
of the designations and the relative rights, preferences and limitations of the
shares of each class and series of capital stock are as follows:

                  COMMON STOCK. Except as otherwise provided by the General
Corporation Law of the State of Delaware or in this Article FOURTH (or in any
certificate of designation establishing a series of Preferred Stock), the
holders of Common Stock shall exclusively possess all voting power of the
corporation. Each share of Common Stock shall be equal in all respects to every
other share of Common Stock. Each holder of record of issued and outstanding
Common Stock shall be entitled to one (1) vote on all matters for each share so
held. Subject to the rights and preferences, if any, of the holders of Preferred
Stock, each issued and outstanding share of Common Stock shall entitle the
record holder thereof to receive dividends and distributions out of funds
legally available therefor, when, as and if declared by the board of directors,
in such amounts and at such times, if any, as the board of directors shall
determine, ratably in proportion to the number of shares of Common Stock held by
each such record holder. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, after there shall have been paid
to or set aside for the holders of any class of capital stock having preference
over the Common Stock in such circumstances the full preferential amounts to


                                      -1-


which they are respectively entitled, the holders of the Common Stock, and of
any class or series of capital stock entitled to participate in whole or in part
therewith as to the distribution of assets, shall be entitled, after payment or
provision for the payment of all debts and liabilities of the corporation, to
receive the remaining assets of the corporation available for distribution, in
cash or in kind, ratably in proportion to the number of shares of Common Stock
held by each such holder.

                  PREFERRED STOCK. The board of directors is authorized by
resolution or resolutions, from time to time adopted, to provide for the
issuance of Preferred Stock in one or more series and to fix and state the
voting powers, designations, preferences and relative participating, optional or
other special rights of the shares of each series and the qualifications,
limitations and restrictions thereof, including, but not limited to,
determination of one or more of the following:

                           (i) the distinctive designations of each such series
and the number of shares which shall constitute such series, which number may be
increased (except where otherwise provided by the board of directors in creating
such series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by the board of directors;

                           (ii) the annual rate or amount of dividends payable
on shares of such series, whether such dividends shall be cumulative or
non-cumulative, the conditions upon which and the dates when such dividends
shall be payable, the date from which dividends on cumulative series shall
accrue and be cumulative on all shares of such series issued prior to the
payment date for the first dividend of such series, the relative rights of
priority, if any, of payment of dividends on the shares of that series, and the
participating or other special rights, if any, with respect to such dividends;

                           (iii) whether such series will have any voting rights
in addition to those prescribed by law and, if so, the terms and conditions of
the exercise of such voting rights;

                           (iv) whether the shares of such series will be
redeemable or callable and, if so, the prices at which, and the terms and
conditions on which, such shares may be redeemed or called, which prices may
vary under different conditions and at different redemption or call dates;

                           (v) the amount or amounts payable upon the shares of
such series in the event of voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and the relative rights of priority, if any, of
payment of shares of such series;

                           (vi) whether the shares of such series shall be
entitled to the benefit of a sinking or retirement fund to be applied to the
purchase or redemption of such shares, and if so entitled, the amount of such
fund and the manner of its application, including the price or prices at which
such shares may be redeemed or purchased through the application of such fund;

                           (vii) whether the shares of such series shall be
convertible into, or exchangeable for, shares of any other class or classes or
of any other series of the same or any other class or classes of capital stock
of the corporation, and if so convertible or exchangeable, the conversion price
or prices, or the rate or rates of exchange, and the adjustments thereof, if
any, at which such conversion or exchange may be made, and any other terms of
such conversion or exchange;


                                      -2-


                           (viii) whether the shares of such series that are
redeemed or converted shall have the status of authorized but unissued shares of
Preferred Stock and whether such shares may be reissued as shares of the same or
any other series of stock;

                           (ix) the conditions and restrictions, if any, on the
payment of dividends or on the making of other distributions on, or the
purchase, redemption or other acquisition by the corporation, or any subsidiary
thereof, of, the Common Stock or any other class (or other series of the same
class) ranking junior to the shares of such series as to dividends or upon
liquidation, dissolution or winding up of the corporation; and

                           (x) the conditions and restrictions, if any, on the
creation of indebtedness of the corporation, or any subsidiary thereof, or on
the issue of any additional stock ranking on parity with or prior to the shares
of such series as to dividends or upon liquidation, dissolution or winding up of
the corporation.

                  All shares within each series of Preferred Stock shall be
alike in every particular, except with respect to the dates from which
dividends, if any, shall commence to accrue.

         FIFTH: The number of directors which constitute the whole Board of
Directors shall be fixed exclusively by one or more resolutions adopted from
time to time by the Board of Directors in accordance with the Bylaws of the
corporation. Except as otherwise required by the General Corporation Law of the
State of Delaware, (i) newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole
remaining director; (ii) any director elected in accordance with the preceding
clause (i) shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director's successor shall have been elected and qualified; and (iii)
no decreased in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director. The manner by which a director
of the corporation may be removed from office shall be as provided in the Bylaws
of the corporation. Advance notice of new business and stockholder nominations
for the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the corporation. Elections of directors need not be by
written ballot unless the Bylaws of the corporation shall so provide.

         SIXTH: The corporation may, to the fullest extent to which it is
empowered to do so and under the circumstances permitted by the General
Corporation Law of the State of Delaware or any other applicable laws, as they
may from time to time be in effect, indemnify any person who was made or is
threatened to be made party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the specific request of the corporation as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan), against


                                      -3-


all expenses (including attorneys' fees), judgments, fines and amounts incurred
by him or her in connection with such action, suit or proceeding, and may take
such steps as may be deemed appropriate by the board of directors, including
purchasing and maintain insurance, entering into contracts (including, without
limitation, contracts of indemnification between the corporation and its
directors and officers), creating a trust fund, granting security interests or
using other means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect such indemnification.

         SEVENTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or as it may hereafter by amended, a
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, that in no event will the liability of any director of this
corporation be eliminated or otherwise limited (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the General Corporation Law
of the State of Delaware; or (iv) for any transaction from which the director
derived any improper personal benefit. If the General Corporation Law of the
State of Delaware is amended to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.

                  Any repeal or modification of the foregoing paragraph, or the
adoption of any provision of this certificate of incorporation inconsistent with
the foregoing paragraph, shall not eliminate, reduce or otherwise adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification in respect of any matter occurring, or any
cause of action, suit or proceeding that, but for the foregoing paragraph, would
accrue or arise, prior to such repeal, modification or adoption of an
inconsistent provision.

         EIGHTH: The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by law, and all rights conferred upon the
stockholders herein are granted pursuant to this reservation.

         NINTH:  The corporation is to have perpetual existence.

         TENTH: Meetings of the stockholders of the corporation may be held
within or without the State of Delaware, as the Bylaws may provide. The books of
the corporation may be kept (subject to any provision contained in the Bylaws)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the Bylaws of the corporation.

         ELEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter, amend
or repeal the Bylaws of the Corporation unless and to the extent the General
Corporation Law of the State of Delaware shall provide otherwise.


                                      -4-


         TWELFTH: The name and address of the sole incorporator of the
corporation is:

                                    Larry A. Cerutti
                                    611 Anton Boulevard, 14th Floor
                                    Costa Mesa, CA 92626

         THIRTEENTH: The provisions of Section 203 of the General Corporation
Law of the State of Delaware shall be applicable to this corporation.

                  I, THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true, and accordingly have hereunto set my hand this 28th day of
February, 2005.



                                     By:  /S/ LARRY A. CERUTTI
                                        ----------------------------------------
                                          Larry A. Cerutti, Sole Incorporator


                                      -5-

EX-3.2

                                                                     EXHIBIT 3.2


                                     BYLAWS
                                       OF
                              PACIFIC ETHANOL, INC.
                             a Delaware corporation


                                    PREAMBLE

         These bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation, as it may be amended from time to time, of PACIFIC
ETHANOL, INC., a Delaware corporation (the "Corporation") . In the event of a
direct conflict between the provisions of these bylaws and the mandatory
provisions of the Delaware General Corporation Law or the provisions of the
certificate of incorporation, such provisions of the Delaware General
Corporation Law or the certificate of incorporation of the Corporation, as the
case may be, will be controlling.

                                    ARTICLE I
                                CORPORATE OFFICES

         1.1      REGISTERED OFFICE

         The registered office of the Corporation shall be at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
State of Delaware. The name of the registered agent of the Corporation at such
location is The Corporation Trust Company. The registered office of the
Corporation may be changed from time to time by the board of directors in the
manner provided by law and need not be identical to the principal place of
business of the Corporation.

         1.2      OTHER OFFICES

         The Corporation may also maintain or establish an office or offices at
such other place or places, within or without the State of Delaware, as the
board of directors may from time to time determine by resolution.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         2.1      PLACE OF MEETINGS

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors. The board of
directors may, in its sole discretion, determine that a meeting of stockholders
shall not be held at any place, but may instead be held solely by means of
remote communication as authorized by Section 211(a)(2) of the Delaware General
Corporation Law. In the absence of any such designation, meetings of
stockholders shall be held at the principal office of the Corporation.

         2.2      ANNUAL MEETING

         The annual meeting of the stockholders shall be held each year at such
place within or without the State of Delaware and on a date and at a time as may
be designated from time to time by the board of directors, for the purpose of


                                      -1-


electing directors and for the transaction of any and all such other business as
may properly be brought before the meeting. Any and all business of any nature
or character whatsoever may be transacted, and action may be taken thereon, at
any annual meeting, except as otherwise provided by law or by these bylaws.

         2.3      SPECIAL MEETING

         Special meetings of the stockholders for any purpose or purposes,
unless otherwise prescribed by law, may be called by the board of directors, the
chairman of the board, the chief executive officer or president (in the absence
of a chief executive officer), and shall be called by the secretary of the
Corporation at the request in writing by holders of not less than 10% of the
total voting power of all outstanding securities of the Corporation then
entitled to vote. Each special meeting of stockholders shall be held,
respectively, at any place within or without the State of Delaware as determined
by the board of directors, or as designated in a waiver of notice signed by all
of the stockholders then entitled to vote.

         If a special meeting is called by any person or persons other than the
board of directors, chief executive officer, president or the chairman of the
board, then the request shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the secretary of the Corporation. The secretary shall
cause notice to be promptly given to the stockholders entitled to vote, in
accordance with the provisions of Sections 2.4 and 2.5 of these bylaws, that a
meeting will be held at the time requested by the person or persons calling the
meeting. No business may be transacted as such special meeting other than the
business specified in such notice to stockholders. Nothing contained in this
paragraph of this Section 2.3 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the board
of directors may be held.

         2.4      NOTICE OF MEETINGS OF STOCKHOLDERS

         All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.5 or Section 9.1 of
these bylaws not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at such meeting. The
notice shall specify the place, date, and hour of the meeting, the means of
remote communication, if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.

         2.5      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation or,
if electronically transmitted, as provided in Article IX of these bylaws. An
affidavit of the secretary or an assistant secretary or of the transfer agent of
the Corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

         2.6      QUORUM

         The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except where otherwise provided by statute, the certificate of
incorporation or these bylaws. Any shares, the voting of which at such meeting
has been enjoined, or which for any reason cannot be lawfully voted at such
meeting, shall not be counted to determine a quorum at such meeting. Any meeting
at which a quorum is present may continue to transact business until adjournment


                                      -2-


notwithstanding the withdrawal of enough stockholders to leave less than a
quorum. Except as otherwise provided by law, the certificate of incorporation or
these bylaws, all action taken by holders of a majority of the voting power
represented at any meeting at which a quorum is present shall be valid and
binding upon the corporation.

         2.7      ADJOURNED MEETING; NOTICE

         If a quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting or (ii) the
stockholders holding a majority of the shares represented thereat in person or
by proxy shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the Corporation may transact any
business that might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         2.8      VOTING

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Section 217 of the Delaware General Corporation Law
(relating to voting rights of fiduciaries, pledgors and joint owners of stock)
and Section 218 of the Delaware General Corporation Law (relating to voting
trusts and other voting agreements).

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws, each stockholder shall be entitled to one vote for each share
of capital stock held by such stockholder.

         2.9      WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
Delaware General Corporation Law or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice, or a
waiver by electronic transmission by the person entitled to notice, whether
before or after the time of the event for which notice is to be given, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by
the certificate of incorporation or these bylaws.

         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise provided in the certificate of incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken and bearing the dates of signature of the stockholders who
signed the consent or consents, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted.


                                      -3-


         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the Corporation as
provided in Section 228 of the Delaware General Corporation Law. In the event
that the action which is consented to is such as would have required the filing
of a certificate under any provision of the Delaware General Corporation Law, if
such action had been voted on by stockholders at a meeting thereof, the
certificate filed under such provision shall state, in lieu of any statement
required by such provision concerning any vote of stockholders, that written
consent has been given in accordance with Section 228 of the Delaware General
Corporation Law. Any action taken pursuant to such written consent or consents
of the stockholders shall have the same force and effect as if taken by the
stockholders at a meeting thereof.

         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than ten (10)
days after the date upon which the resolution fixing the record date for a
written consent is adopted by the board of directors, nor more than sixty (60)
days prior to any other action.

         If the board of directors does not so fix a record date:

         (i) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.

         (ii) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the board of directors is necessary, shall be the day on which the first
written consent is delivered to the Corporation as provided in Section 213(b) of
the Delaware General Corporation Law.

         (iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

         A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.


                                      -4-


         2.12     PROXIES

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy authorized by an
instrument in writing or by a transmission permitted by law filed in accordance
with the procedure established for the meeting, but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Section 212 of the Delaware
General Corporation Law.

         2.13     LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The Corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either: (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting; or (ii)
during ordinary business hours, at the Corporation's principal executive office;
or (iii) if not so specified, at the place where the meeting is to be held. In
the event the Corporation determines to make the list available on an electronic
network, the Corporation may take reasonable steps to ensure that such
information is available only to stockholders of the Corporation. If the meeting
is to be held at a place, then the list shall be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting. Such list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

         2.14     NOMINATIONS AND PROPOSALS

         Nominations of persons for election to the board of directors of the
Corporation and the proposal of business to be considered by the stockholders
may be made at any meeting of stockholders only (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the board of
directors or (c) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice provided for in these bylaws, who is
entitled to vote at the meeting and who complies with the notice procedures set
forth in this Section 2.14; provided that stockholder nominations of persons for
election to the board of directors of the Corporation at a special meeting may
only be made if the board of directors has determined that directors are to be
elected at the special meeting.

         For nominations or other business to be properly brought before a
meeting of stockholders by a stockholder pursuant to clause (c) of the preceding
sentence, the stockholder must have given timely notice thereof in writing to
the secretary of the Corporation and such other business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice must
be delivered to the secretary of the Corporation not later than: (A) in the case
of an annual meeting, the close of business on the forty-fifth (45th) day before
the first anniversary of the date on which the Corporation first mailed its
proxy materials for the prior year's annual meeting of stockholders; provided,
however, that if the date of the meeting has changed more than thirty (30) days
from the date of the prior year's meeting, then in order for the stockholder's


                                      -5-


notice to be timely it must be delivered to the secretary of the Corporation a
reasonable time before the Corporation mails its proxy materials for the current
year's meeting; provided further, that for purposes of the preceding sentence, a
"reasonable time" shall conclusively be deemed to coincide with any adjusted
deadline publicly announced by the Corporation pursuant to Rule 14a-5(f) or
otherwise; and (B) in the case of a special meeting, the close of business on
the seventh (7th) day following the day on which public announcement is first
made of the date of the special meeting. In no event shall the public
announcement of an adjournment of a meeting of stockholders commence a new time
period for the giving of a stockholder's notice as described above.

         Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (or any successor thereto, "Exchange Act") and
Rule 14a-11 thereunder (or any successor thereto) (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made, the text of the proposal or business (including the text of any
resolutions proposed for consideration and in the event that such business
includes a proposal to amend the bylaws of the Corporation, the language of the
proposed amendment); and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the class and number of shares of the
Corporation that are owned beneficially and of record by such stockholder and
such beneficial owner, (iii) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such business
or nomination, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group that intends (X) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (Y) otherwise to solicit proxies
from stockholders in support of such proposal or nomination.

         The Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such
proposed nominee to serve as a director of the Corporation. Notwithstanding any
provision of these bylaws to the contrary, no business shall be conducted at a
meeting of stockholders except in accordance with the procedures set forth in
this Section 2.14.

         For purposes of this Section 2.14, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press, Reuters, Market Wire or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

         Notwithstanding the foregoing provisions of this Section 2.14, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.14. Nothing in this Section 2.14 shall be deemed to
affect any rights (1) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, if
applicable to the Corporation, or (2) of the holders of any series of preferred
stock to elect directors pursuant to any applicable provisions of the
certificate of incorporation.


                                      -6-


         Except as otherwise provided by law, the chairperson of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this Section 2.14 and, if any
proposed nomination or business was not made or proposed in compliance with this
Section 2.14, to declare that such nomination shall be disregarded or that such
proposed business shall not be transacted.

                                   ARTICLE III
                                    DIRECTORS

         3.1      POWERS

         Subject to the provisions of the Delaware General Corporation Law and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

         3.2      NUMBER OF DIRECTORS

         The authorized number of directors of the Corporation shall be seven
until changed by resolution of the board of directors. No reduction of the
authorized number of directors shall have the effect of removing any director
before that director's term of office expires.

         3.3      ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

         All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation. If authorized by the board of
directors, such requirement of a written ballot shall be satisfied by a ballot
submitted by electronic transmission, provided that any such electronic
transmission must be either set forth or be submitted with information from
which it can be determined that the electronic transmission was authorized by
the stockholder or proxy holder.

         Notwithstanding the foregoing provisions of this Section 3.3, each
director shall serve until his or her successor is duly elected and qualified or
until his or her death, resignation or removal. No decrease in the number of
directors constituting the board of directors shall shorten the term of any
incumbent director.

         No person entitled to vote at an election for directors may cumulate
votes to which such person is entitled, unless, at the time of such election,
the Corporation is subject to Section 2115(b) of the California General
Corporation Law. During such time or times that the Corporation is subject to
Section 2115(b) of the California General Corporation Law, every stockholder
entitled to vote at an election for directors may cumulate such stockholder's
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which such stockholder's
shares are otherwise entitled, or distribute the stockholder's votes on the same
principle among as many candidates as such stockholder thinks fit. No
stockholder, however, shall be entitled to so cumulate such stockholder's votes
unless: (i) the names of such candidate or candidates have been placed in
nomination prior to the voting; and (ii) the stockholder has given notice at the
meeting, prior to the voting, of such stockholder's intention to cumulate such
stockholder's votes. If any stockholder has given proper notice to cumulate
votes, all stockholders may cumulate their votes for any candidates who have
been properly placed in nomination. Under cumulative voting, the candidates
receiving the highest number of votes, up to the number of directors to be
elected, are elected.


                                      -7-


         3.4      RESIGNATION AND VACANCIES

         Any director may resign at any time upon notice given in writing or by
electronic transmission to the secretary of the Corporation. When one or more
directors so resigns and the resignation is effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office as provided in this Section in the filling
of other vacancies.

         Any vacancies on the board of directors resulting from death,
resignation, disqualification, removal, newly created directorships or other
causes shall, except as otherwise provided by the Delaware General Corporation
Law or by the certificate of incorporation, be filled only by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the board of directors, or by a sole remaining director, and
not by the stockholders. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the certificate of incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified.

         At any time or times that the Corporation is subject to Section 2115(b)
of the California General Corporation Law, if, after the filling of any vacancy,
the directors then in office who have been elected by stockholders shall
constitute less than a majority of the directors then in office, then: (i) any
holder or holders of an aggregate of five percent (5%) or more of the total
number of shares at the time outstanding having the right to vote for those
directors may call a special meeting of the stockholders; or (ii) the Superior
Court of the proper county shall, upon application of such stockholder or
stockholders, summarily order a special meeting of the stockholders, to elect
the entire board of directors, all in accordance with Section 305(c) of the
California General Corporation Law. The term of office of any director shall
terminate upon that election of the director's successor.

         3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The board of directors of the Corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any committee, by means of conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

         3.6      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by
resolution of the board.


                                      -8-


         3.7      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors may be called by the
chairman of the board or the chief executive officer or the president or the
secretary or by any two directors. Notice of the time and place of special
meetings shall be delivered either personally by hand, by courier or by
telephone, sent by United States first-class mail, postage prepaid, sent by
facsimile or sent by electronic mail, directed to each director at that
director's address, telephone number, facsimile number or electronic mail
address, as the case may be, as shown on the Corporation's records.

         If the notice is (i) delivered personally by hand, by courier or by
telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be
delivered or sent at least twenty-four (24) hours before the time of the holding
of the meeting. If the notice is sent by United States mail, it shall be
deposited in the United States mail at least four (4) days before the time of
the holding of the meeting. Any oral notice may be communicated to the director.
The notice need not specify the place or the meeting (if the meeting is to be
held at the Corporation's principal executive office) nor the purpose of the
meeting. It shall not be necessary that the same method of giving notice be
employed in respect of all directors, but one permissible method may be employed
in respect of any one or more, and any other permissible method or methods may
be employed in respect of any other or others.

         3.8      QUORUM

         At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9      WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
Delaware General Corporation Law or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice, or a
waiver by electronic transmission by the person entitled to notice, whether
before or after the time of the event for which notice is to be given, shall be
deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice or any waiver by electronic transmission unless so required by
the certificate of incorporation or these bylaws.

         3.10     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of the
board of directors, or of any committee thereof, may be taken without a meeting
if all members of the board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
board or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form.


                                      -9-


         3.11     FEES AND COMPENSATION OF DIRECTORS

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors.

         3.12     APPROVAL OF LOANS TO OFFICERS OR EMPLOYEES

         The Corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the Corporation or of its
subsidiary, including any officer or employee who is a director of the
Corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
Corporation and is not prohibited by applicable laws, rules or regulations. The
loan, guaranty or other assistance may be with or without interest and may be
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of stock of the Corporation.

         3.13     REMOVAL OF DIRECTORS

         Assuming the Corporation is not subject to Section 2115 of the
California General Corporation Law, notwithstanding any other provisions of the
Corporation's certificate of incorporation, or these bylaws (and notwithstanding
the fact that some lesser percentage may be specified by the Delaware General
Corporation Law, the certificate of incorporation or these bylaws, any director,
or the entire board of directors of the Corporation may be removed at any time,
but only for cause. The removal shall be accomplished by the affirmative vote,
at a special meeting of stockholders called for that purpose in the manner
provided in these bylaws, of the holders of at least a majority of the
outstanding shares entitled to vote at an election for directors.

         During such time or times that the Corporation is subject to Section
2115(b) of the California General Corporation Law, the board of directors of any
individual director may be removed from office at any time without cause by the
affirmative vote of the holders of at least a majority of the outstanding shares
entitled to vote on such removal; provided, however, that unless the entire
board of directors is removed, no individual director may be removed when the
votes cast against such director's removal, or not consenting in writing to such
removal, would be sufficient to elect that director if voted cumulatively at an
election at which the same total number of votes were cast (of, if such action
is taken by written consent, all shares entitled to vote were voted) and the
entire number of directors authorized at the time of such director's most recent
election were then being elected. No reduction of the authorized number of
directors shall have the effect of removing any director prior to the expiration
of such director's term of office.

                                   ARTICLE IV
                                   COMMITTEES

         4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors of the Corporation. The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the board of


                                      -10-


directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
board of directors or in the bylaws of the Corporation, shall have and may
exercise all the powers and authority of the board of directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the Delaware General
Corporation Law, fix any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation), (ii) approve or adopt, or recommend to
the stockholders, any matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval, (iii) adopt, amend
or repeal any bylaw of the Corporation or (iv) declare any dividend.

         The board of directors may at any time increase or decrease the number
of members of a committee or terminate the existence of a committee. The board
of directors may at any time and for any reason remove any individual committee
member or fill any committee vacancy created by death, resignation, removal or
increase in the number of members of a committee.

         4.2      COMMITTEE MINUTES

         Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

         4.3      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.6 (regular
meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), Section 3.10 (adjournment and notice of
adjournment), and Section 3.11 (action without a meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members; provided, however, that the
time of regular meetings of committees and special meetings of committees may
also be called by resolution of the board of directors and that notice of
special meetings of committees shall also be given to all alternate members, who
shall have the right to attend all meetings of the committee. The board of
directors may adopt rules for the government of any committee not inconsistent
with the provisions of these bylaws.

         4.4      ADVISORY COMMITTEES

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more advisory committees, with each committee to
consist of one or more of the directors of the Corporation or any other such
persons as the board may appoint. The board may designate one or more persons as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Members who are not board members shall
not have the responsibilities or obligations of board members nor be deemed
directors of the Corporation for any other purpose.


                                      -11-


                                    ARTICLE V
                                    OFFICERS

         5.1      OFFICERS

         The officers of the Corporation shall be a chief executive officer, a
secretary, and a chief financial officer. The Corporation may also have, at the
discretion of the board of directors, a chairman of the board, a vice chairman
of the board, a treasurer, one or more presidents, one or more vice presidents,
one or more assistant vice presidents, assistant secretaries, assistant
treasurers, and any such other officers as may be appointed in accordance with
the provisions of these bylaws. Any number of offices may be held by the same
person.

         5.2      APPOINTMENT OF OFFICERS

         The board of directors shall appoint the officers of the Corporation,
except such officers as may be appointed in accordance with the provisions of
Sections 5.3 or 5.5 of these bylaws, subject to the rights, if any, of an
officer under any contract of employment.

         5.3      SUBORDINATE OFFICERS

         The board of directors may appoint, or empower the chief executive
officer or, in the absence of a chief executive officer, one or more presidents,
to appoint, such other officers and agents as the business of the Corporation
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these bylaws or as the
board of directors may from time to time determine.

         5.4      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board, by any officer upon whom such power of removal may be conferred by the
board of directors.

         Any officer may resign at any time by giving written notice to the
board of directors or secretary of the Corporation. Any resignation shall take
effect at the date of the receipt of that notice or at any later time specified
in that notice; and, unless otherwise specified in that notice, the acceptance
of the resignation shall not be necessary to make it effective. Any resignation
is without prejudice to the rights, if any, of the Corporation under any
contract to which the officer is a party.

         5.5      VACANCIES IN OFFICES

         Any vacancy occurring in any office of the Corporation shall be filled
by the board of directors or as provided in Section 5.2.

         5.6      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no chief
executive officer or president, then the chairman of the board shall also be the
chief executive officer of the Corporation and shall have the powers and duties
prescribed in Section 5.7 of these bylaws.


                                      -12-


         5.7      CHIEF EXECUTIVE OFFICER

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the chief executive officer of the Corporation shall, subject to the control of
the board of directors, have general supervision, direction, and control of the
business and affairs of the Corporation and shall report directly to the board
of directors. All other officers, officials, employees and agents shall report
directly or indirectly to the chief executive officer. The chief executive
officer shall see that all orders and resolutions of the board of directors are
carried into effect. He shall serve as the chairperson and preside at all
meetings of the stockholders and, in the absence or nonexistence of a chairman
of the board, at all meetings of the board of directors. He shall have the
general powers and duties of management usually vested in the chief executive
officer of a corporation, and shall have such other powers and duties as may be
prescribed by the board of directors or these bylaws.

         5.8      PRESIDENT

         The president may assume and perform the duties of the chief executive
officer in the absence or disability of the chief executive officer or whenever
the office of the chief executive officer is vacant. When acting as the chief
executive officer, a president shall have all the powers of, and be subject to
all the restrictions upon, the chief executive officer. The president of the
Corporation shall exercise and perform such powers and duties as may from time
to time be assigned to him by the board of directors, the chairman of the board,
the chief executive officer or as may be prescribed by these bylaws. The
president shall have authority to execute in the name of the Corporation bonds,
contracts, deeds, leases and other written instruments to be executed by the
Corporation. In the absence or nonexistence of the chairman of the board and
chief executive officer, he shall preside at all meetings of the stockholders
and, in the absence or nonexistence of a Chairman of the board of directors and
chief executive officer, at all meetings of the board of directors and shall
perform such other duties as the board of directors may from time to time
determine.

         5.9      VICE PRESIDENTS

         In the absence or disability of the chief executive officer and any
president, the vice presidents, if any, in order of their rank as fixed by the
board of directors or, if not ranked, a vice president designated by the board
of directors, shall perform all the duties of a president and when so acting
shall have all the powers of, and be subject to all the restrictions upon, a
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors, these bylaws, the chairman of the board, the chief executive
officer or, in the absence of a chief executive officer, one or more of the
presidents.

         5.10     SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the Corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at meetings of the
board of directors or committees, the number of shares present or represented at
meetings of stockholders, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the Corporation or at the office of the Corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.


                                      -13-


         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these bylaws. He or she shall keep the seal of the Corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or by these bylaws.

         5.11     CHIEF FINANCIAL OFFICER

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as the board of directors may designate. The chief financial
officer shall disburse the funds of the Corporation as may be ordered by the
board of directors, shall render to the chief executive officer or, in the
absence of a chief executive officer, any president and directors, whenever they
request it, an account of all his or her transactions as chief financial officer
and of the financial condition of the Corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these bylaws. The chief financial officer may be the treasurer of
the Corporation.

         5.12     TREASURER

         The treasurer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.

         The treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositories as the board of
directors may designate. The treasurer shall disburse the funds of the
Corporation as may be ordered by the board of directors, shall render to the
chief executive officer or, in the absence of a chief executive officer, any
president and directors, whenever they request it, an account of all his or her
transactions as treasurer and of the financial condition of the Corporation, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or these bylaws.

         5.13     ASSISTANT SECRETARY

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.


                                      -14-


         5.14     ASSISTANT TREASURER

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his or her inability
or refusal to act, perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers as the board of
directors or the stockholders may from time to time prescribe.

         5.15     AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
Corporation shall respectively have such authority and perform such duties in
the management of the business of the Corporation as may be designated from time
to time by the board of directors or the stockholders.

                                   ARTICLE VI
                                    INDEMNITY

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Corporation shall, to the fullest extent and in the manner
permitted by the Delaware Corporation General Law as it presently exists or may
hereafter be amended, indemnify and hold harmless each of its directors and
officers who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal or
administrative or investigative (a "proceeding") by reason of the fact that he
or she, or a person for whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, non-profit entity or
other enterprise, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably incurred by such
person in connection with any such action, suit, or proceeding. The Corporation
shall be required to indemnify a person in connection with a proceeding
initiated by such person only if the proceeding was authorized by the board of
directors.

         6.2      INDEMNIFICATION OF OTHERS

         The Corporation shall have the power, to the fullest extent and in the
manner permitted by the Delaware General Corporation Law as it presently exists
or may hereafter be amended, to indemnify and hold harmless, each of its
employees and agents who was or is made or is threatened to be made a party or
is otherwise involved in any action, suit or proceeding, whether civil, criminal
or administrative or investigative (a "proceeding") by reason of the fact that
he or she, or a person for whom he or she is the legal representative, is or was
an employee or agent of the Corporation or is or was serving at the request of
the Corporation as an employee or agent of another corporation, partnership,
joint venture, trust, non-profit entity or other enterprise, including service
with respect to employee benefit plans, against all liability and loss suffered
and expenses reasonably incurred by such person in connection with any such
action, suit, or proceeding.

         6.3      INSURANCE

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation or its subsidiaries as a
director, officer, employee or agent of another corporation, partnership, joint


                                      -15-


venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of the Delaware General Corporation Law.

         6.4      EXPENSES

         The Corporation shall pay the expenses incurred by any officer or
director of the Corporation, and may pay the expenses incurred by any employee
or agent of the Corporation, in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should ultimately be determined that he is not entitled to be indemnified by the
Corporation under this Article VI or otherwise. Such expenses incurred by other
employees and agents described in Section 6.2 of this Article VI may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

         6.5      OTHER INDEMNIFICATION

         The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office. However, the
Corporation's obligation, if any, to indemnify a person who was or is serving at
its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, non-profit entity or other enterprise shall
be reduced by any amount such person may collect as indemnification from such
other corporation, partnership, joint venture, trust, non-profit entity or other
enterprise.

         6.6      AMENDMENT OR REPEAL

         Any repeal or modification of the foregoing provisions of this Article
VI shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

         6.7      MERGER OR CONSOLIDATION

         For purposes of this Article VI, references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, non-profit entity or other enterprise, shall
stand in the same position under this Article VI with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         6.8      SEVERABILITY

         The invalidity or unenforceability of any provision of this Article VI
shall not affect the validity or enforceability of the remaining provisions of
this Article VI.


                                      -16-


                                   ARTICLE VII
                               RECORDS AND REPORTS

         7.1      MAINTENANCE AND INSPECTION OF RECORDS

         The Corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
Corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent to so act on
behalf of the stockholder. The demand under oath shall be directed to the
Corporation at its registered office in Delaware or at its principal executive
office.

         7.2      INSPECTION BY DIRECTORS

         Any director shall have the right to examine the Corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether a director
is entitled to the inspection sought. The Court of Chancery may summarily order
the Corporation to permit the director to inspect any and all books and records,
the stock ledger, and the stock list and to make copies or extracts therefrom.
The Court of Chancery may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.

         7.3      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the chief executive officer, the chief
financial officer or any other person authorized by the board of directors or
the chief executive officer, is authorized to vote, represent, and exercise on
behalf of the Corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of the Corporation. The
authority granted herein may be exercised either by such person directly or by
any other person authorized to do so by proxy or power of attorney duly executed
by such person having the authority.

                                  ARTICLE VIII
                                 GENERAL MATTERS

         8.1      CHECKS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the Corporation, and only the persons so authorized
shall sign or endorse those instruments.


                                      -17-


         8.2      EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, agent or employee, no officer, agent or employee shall have
any power or authority to bind the Corporation by any contract or engagement or
to pledge its credit or to render it liable for any purpose or for any amount.

         8.3      STOCK CERTIFICATES; PARTLY PAID SHARES

         The shares of the Corporation shall be represented by certificates,
provided that the board of directors of the Corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
Corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the Corporation by the chairman or vice-chairman of
the board of directors, or a president or vice-president, and by the treasurer
or an assistant treasurer, or the secretary or an assistant secretary of the
Corporation representing the number of shares registered in certificate form.
Any or all of the signatures on the certificate may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate has ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

         The Corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the Corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the Corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         8.4      SPECIAL DESIGNATION ON CERTIFICATES

         If the Corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the Delaware General Corporation
Law, in lieu of the foregoing requirements there may be set forth on the face or
back of the certificate that the Corporation shall issue to represent such class
or series of stock a statement that the Corporation will furnish without charge
to each stockholder who so requests the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

         8.5      LOST CERTIFICATES

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the Corporation and canceled at the same time. The Corporation
may issue a new certificate of stock or uncertificated shares in the place of


                                      -18-


any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

         8.6      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

         8.7      DIVIDENDS

         The directors of the Corporation, subject to any restrictions contained
in either the Delaware General Corporation Law or the Certificate of
Incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
Corporation's capital stock.

         The directors of the Corporation may set apart out of any of the funds
of the Corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
Corporation, and meeting contingencies.

         8.8      FISCAL YEAR

         The fiscal year of the Corporation shall end on December 31 of each
year until changed by the board of directors.

         8.9      SEAL

         The Corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the board of directors. The Corporation may use the
corporate seal by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.

         8.10     TRANSFER OF STOCK

         Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

         8.11     STOCK TRANSFER AGREEMENTS

         The Corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the Corporation to restrict the transfer of shares of stock of the Corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the Delaware General Corporation Law.


                                      -19-


         8.12     REGISTERED STOCKHOLDERS

         The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE IX
                        NOTICE BY ELECTRONIC TRANSMISSION

         9.1      NOTICE BY ELECTRONIC TRANSMISSION

         Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the Delaware General Corporation Law,
the certificate of incorporation or these bylaws, any notice to stockholders
given by the Corporation under any provision of the Delaware General Corporation
Law, the certificate of incorporation or these bylaws shall be effective if
given by a form of electronic transmission consented to by the stockholder to
whom the notice is given. Any such consent shall be revocable by the stockholder
by written notice to the Corporation. Any such consent shall be deemed revoked
if: (i) the Corporation is unable to deliver by electronic transmission two
consecutive notices given by the Corporation in accordance with such consent;
and (ii) such inability becomes known to the secretary or an assistant secretary
of the Corporation or to the transfer agent, or other person responsible for the
giving of notice. However, the inadvertent failure to treat such inability as a
revocation shall not invalidate any meeting or other action.

         Any notice given pursuant to the preceding paragraph shall be deemed
given: (i) if by facsimile telecommunication, when directed to a number at which
the stockholder has consent to receive notice; (ii) if by electronic mail, when
directed to an electronic mail address at which the stockholder has consented to
receive notice; (iii) if by a posting on an electronic network together with
separate notice to the stockholder of such specific posting, upon the later of
(A) such posting and (B) the giving of such separate notice; and (iv) if by any
other form of electronic transmission, when directed to the stockholder. An
affidavit of the secretary or an assistant secretary or of the transfer agent or
other agent of the Corporation that the notice has been given by a form of
electronic transmission shall, in the absence of fraud, be prima facie evidence
of the facts stated therein. Notice by a form of electronic transmission shall
not apply to Sections 164, 296, 311, 312 or 324 of the Delaware General
Corporation Law.

         An "electronic transmission" means any form of communication, not
directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient thereof, and that
may be directly reproduced in paper form by such a recipient through an
automated process.

                                    ARTICLE X
                                   AMENDMENTS

         These bylaws may be amended, altered or repealed, and new bylaws may be
adopted, by the stockholders entitled to vote. However, the Corporation may, in
its certificate of incorporation, confer the power to adopt, amend or repeal
bylaws upon the board of directors. The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend, alter or repeal bylaws.


                                      -20-


                            CERTIFICATE OF SECRETARY

                                       OF

                              PACIFIC ETHANOL, INC.
                            (a Delaware corporation)

         I hereby certify that I am the duly elected and acting secretary of
Pacific Ethanol, Inc., a Delaware corporation, and that the foregoing Bylaws,
comprising 21 pages, including this page, constitute the Bylaws of the
Corporation as duly adopted by the board of directors thereof by action taken
without a meeting on February 28, 2005.

         IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 28th day of February, 2005.



                                         /S/ PHILIP B. KART
                                         ---------------------------------------
                                         Philip B. Kart, Secretary


                                      -21-

EX-10.1

                                                                    EXHIBIT 10.1

               CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION
                            AND CONSULTING AGREEMENT

         CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT dated
March 23, 2005 by and between, Pacific Ethanol, Inc., a Delaware corporation
(the "COMPANY") and Barry Siegel (the "CONSULTANT").

                                    RECITALS

         WHEREAS, Accessity Corp., a New York corporation ("ACCESSITY"), has
entered into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") by and
among Accessity; Pacific Ethanol, Inc., a California corporation ("PEI");
Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY");
ReEnergy, LLC, a California limited liability company ("REENERGY," and together
with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI
(collectively, the "PEI SHAREHOLDERS"); each of the holders of options or
warrants to acquire shares of common stock of PEI (collectively, the "PEI
WARRANTHOLDERS"); each of the limited liability company members of Kinergy
identified on the signature pages hereof (collectively, the "KINERGY Members");
each of the limited liability company members of ReEnergy identified on the
signature pages hereof (collectively, the "REENERGY MEMBERS"); and

         WHEREAS, immediately prior to the closing of the Share Exchange
Agreement, Accessity will merge with and into the Company; and

         WHEREAS, the Consultant, as a condition to and pursuant to the Share
Exchange Agreement, the parties have requested that the Consultant resign from
Accessity and the Company and relinquishing certain rights pursuant to his
employment agreement with Accessity to receive cash and benefits; and, whereas,
the Consultant has the ability and background to effectively compete with the
Company subsequent to his resignation having spent extensive time, encompassing
more than 15 years, as CEO of a public company operational control of such
companies, extensive contacts with both equity and bank lending sources; and,
whereas the Company has as a key strategy to manufacture and market ethanol and
other alternative fuels; and

         WHEREAS, Accessity and Consultant are defendants in a certain law suit
which have been brought by Gerald M. Zutler in connection with Mr. Zutler's
previous employment with the Company (the "ZUTLER ACTION") and the events that
occurred during Consultant's period of employment with Accessity and of which
the Consultant has certain direct knowledge; and

         WHEREAS, Accessity has filed suit against Mercator Group LLC, Global
Taurus LLC, et al, for in excess of $100 million (the "MERCATOR ACTION") related
to a transaction that was contemplated by Accessity during the period of the
Consultant's employment with Accessity with the Consultant holding unique
knowledge that may be key to the successful prosecution of this suit; and

                                      -1-


         WHEREAS, the Company and the Consultant desire to enter into this
Agreement under which the Consultant will provide consulting services and
cooperation in connection with the Zutler Action and Mercator Action or any
other related litigation or disputes that may subsequently be brought arising
out of events that occurred during the period that the Consultant was employed
by Accessity; and

         WHEREAS, the Consultant has many years of experience as chief executive
officer of a public company and by using this experience can assist in the
transition of the new management following the closing of the Share Exchange
Agreement by assisting with review and advice regarding press releases,
discussions with the new senior management regarding Nasdaq listing matters,
management of a public company, dealings with the Securities and Exchange
Commission ("SEC"), advice for structuring debt financings, broker
communications, investor and public relations matters, strategic acquisition
evaluation and negotiation, negotiations for acquisitions, divestitures and
other contractual relationships, the search and the evaluation of management
talent, evaluation and selection of professional, marketing and sales advice;
and

         WHEREAS, the Company wishes to protect the confidential information of
the Company and to protect against the Consultant's skills, knowledge,
experience, ideas and influence being used for the benefit of a competitor of
the Company. Consultant is willing to enter into an agreement to provide such
protection to the Company upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties agree as follows.

         1. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

                  (a) Consultant acknowledges that: the business of acquiring
manufacturing, distributing, reselling and brokering Ethanol and/or other
alternative fuels (the "BUSINESS") is intensely competitive and Consultant's
former and current position with Accessity and the Company has exposed the
Consultant to knowledge of confidential information of the Company; the direct
and indirect disclosure of any such confidential information to existing or
potential competitors of the Company would place the Company at a competitive
disadvantage and would do damage, monetary or otherwise, to the Company's
Business; and the engaging by Consultant in any of the activities prohibited by
this Agreement may constitute improper appropriation and/or use of such
information and trade secrets. Consultant expressly acknowledges the trade
secret status of the confidential information and that the confidential
information constitutes a protectable business interest of the Company.
Confidential information and trade secrets include, but are not limited to,
customer and client lists, price lists, marketing and sales strategies and


                                      -2-


procedures, operational and equipment techniques, business plans and systems,
quality control procedures and systems, special projects and technological
research, including projects, research and reports for any entity or client or
any project, research, report or the like concerning sales or manufacturing or
new technology, employee compensation plans and any other information relating
thereto, and any other records, files, drawings, inventions, discoveries,
applications or processes which are not in the public domain (all the foregoing
shall be referred to herein as the "CONFIDENTIAL INFORMATION").

                  (b) For purposes of this Agreement, the term "COMPANY" shall
be construed to include the Company and its current and future subsidiaries and
affiliates engaged in the Business.

                  (c) From and after the Closing of the Share Exchange Agreement
(the "EFFECTIVE TIME"), Consultant shall not, directly or indirectly, whether
individually, as a director, stockholder, owner, partner, employee, principal or
agent of any business, or in any other capacity, make known, disclose, furnish,
make available or utilize any of the confidential information of the Company
other than in the proper performance of the duties contemplated thereafter, or
as required by a court of competent jurisdiction or other administrative or
legislative body; PROVIDED THAT, prior to disclosing any of the confidential
information to a court or other administrative or legislative body, Consultant
shall promptly notify the Company so that it may seek a protective order or
other appropriate remedy. Consultant agrees to return all confidential
information, including all photocopies, extracts and summaries thereof, and any
such information stored electronically on tapes, computer disks or in any other
manner to the Company at any time upon request by the Company and upon the
termination of his engagement for any reason.

                  (d) From the Effective Time until the fifth anniversary of the
Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in
Competition (as defined below) with the Company. For purposes of this Agreement,
"COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise
directly or indirectly being employed by or acting as a the Consultant or lender
to, or being a director, officer, employee, principal, licensor, trustee,
broker, agent, stockholder, member, owner, joint venturer or partner of, or
permitting his name to be used in connection with the activities of any other
business or organization which is engaged in the same business as the Business
of the Company as the same shall be constituted at any time on the date hereof
or during the tenure of the Consultant's engagement with the Company in any role
as the case may be, whichever is later; PROVIDED THAT, it shall not be a
violation of this Agreement for Consultant to (i) become the registered or
beneficial owner of less than five percent (5%) of any class of the capital
stock of a competing corporation registered under the Securities Exchange Act of
1934, as amended or (ii) be employed by an entity that engages in the same
business as the Business of the Company at the date of acquisition, so long as
Consultant does not directly perform services for or work within a division or
business unit of such entity that engages in such business.

                                      -3-


                  (e) Without limiting the generality of the foregoing, during
the Non-Competition Period, Consultant agrees that he will not, directly or
indirectly, for his benefit or for the benefit of any other person, firm or
entity, do any of the following:

                           (i) solicit from any customer doing business with the
Company business of the same or of a similar nature to the Business conducted
between the Company and such customer;

                           (ii) solicit the employment or services of any person
who during the Non-competition Period is employed by or a the Consultant to the
Company; or

                           (iii) make any statements or comments of a defamatory
or disparaging nature to third parties regarding the Company or its officers,
directors, personnel, products or services.

                  (f) Consultant acknowledges that this Agreement is being
entered into in connection with the consummation of the transactions
contemplated by the Share Exchange Agreement, that Consultant's agreement to the
terms set forth herein are a critical inducement to the entering into the Share
Exchange Agreement by the parties thereto, that the disclosure of the
Confidential Information by the Consultant and/or breach of the non-solicitation
restrictions listed above are of a special and unique character, which gives
this Agreement a particular value to the Company, the loss of which may not be
reasonably or adequately compensated for by damages in an action at law, and
that a material breach by the Consultant of any of the provisions contained
herein will cause the Company irreparable injury. Consultant therefore agrees
that the Company shall be entitled, in addition to any other right or remedy, to
a temporary, preliminary and permanent injunction, without the necessity of
proving the inadequacy of monetary damages or the posting of any bond or
security, enjoining or restraining Consultant from any such violation.

                  (g) Consultant further acknowledges and agrees that due to the
uniqueness of the Confidential Information the Consultant will possess, the
covenants set forth herein are reasonable and necessary for the protection of
the business and goodwill of the Company; and it is the intent of the parties
hereto that if in the opinion of any court of competent jurisdiction any
provision set forth in this Agreement is not reasonable in any respect, such
court shall have the right, power and authority to modify any and all such
provisions as to such court shall appear not unreasonable and to enforce the
remainder of this Agreement as so modified.

                  (h) Consultant acknowledges that a condition precedent of the
initial Share Exchange Agreement dated May 14, 2004 required that all 1000
Series A Convertible Preferred Shares issued to PHH Arval (a subsidiary of the
Cendant Corporation) would be reacquired and converted to common stock prior to
closing the transaction, at the lowest possible cost. Consultant has agreed to
provide additional extensions of his non-compete arrangement with PHH related to
the automotive business in order to assure this repurchase was effected at a
reasonable cost in order to comply with the Share Exchange Agreement.

                                      -4-


         2. CONSULTING DUTIES. For of period of five (5) years from the
Effective Time, the Consultant agrees as follows:

                  (a) In consideration for the compensation provided for in
Section 3 hereof, the Consultant shall provide all reasonable and necessary
assistance and cooperation to the Company's legal counsel and other retained
professionals (the "SERVICES") with respect to the Zutler Action, and/or the
Mercator Action (the "Proceedings"). The Consultant shall make himself
available, at times and places reasonably convenient for the Consultant and the
Company's counsel, for depositions, interviews, preparation and review of
affidavits, interrogatories and discovery materials, investigative assistance,
and all such other matters as shall be necessary or in the opinion of counsel to
the Company useful to the Company in connection with the Proceedings. The
Consultant shall provide the services described herein in a good faith and
professional manner consistent with the role of an executive officer which the
Consultant held while an employee of Accessity and the Company.

                  (b) In consideration for the compensation provided for in
Section 3 hereof, the Consultant shall provide consultation and advisory
services (the "CONSULTING SERVICES") to the Company, which shall consist of his
personal advice and counsel to the Company regarding (a) the transition of
Accessity to new management and to a new ownership structure following the
Effective Time, (b) related post-closing long-range planning, strategic
direction and integration and rationalization processes, (c) the Consultant has
many years of experience as chief executive officer of a public company and by
using this experience can assist in the transition of the new management
following the closing of the Share Exchange Agreement by assisting with review
and advice regarding press releases, discussions with the new senior management
regarding Nasdaq listing matters, management of a public company, dealings with
the Securities and Exchange Commission, advice for structuring debt financings,
broker communications, investor and public relations matters, strategic
acquisition evaluation and negotiation, negotiations for acquisitions,
divestitures and other contractual relationships, the search and the evaluation
of management talent, evaluation and the selection of professionals, marketing
and sales advice and other matters related to the Company's business, the
Consultant shall provide Consulting Services as may be reasonably requested by
the Company's Board of Directors or Chief Consultant Officer (or his designee)
from time to time and at mutually agreeable times. Consulting Services may be
provided in person, telephonically, electronically or by correspondence, to the
extent appropriate under the circumstances. Subject to the provisions of
Sections 1 and 2 hereof, the Consultant will be free to spend such portions of
the Consultant's time, energy and skill in such manner and with such persons as
he sees fit. Notwithstanding anything to the contrary, the Consulting Services
are to be solely advisory and it is not the intention of the parties that the
Consultant will provide management or day-to-day operational duties under the
terms of this Agreement.

                                      -5-


         3. COMPENSATION.

                  (a) The Consultant and the Company agree that in exchange for
the: (a) Services, (b) the Consulting Services, and (c) the confidentiality and
non-competition covenants set forth in Section 1 herein, the Company agrees to
(i) deliver 400,000 shares of the Company's common stock, par value $.001 per
share, within three (3) business days after the date of this Agreement, which
shares will be registered under the Securities Act of 1933, as amended, on a
Form S-8 that will be filed with the SEC as soon as practicable after the date
hereof, and (ii) transfer all of the capital stock it holds in DriverShield CRM
Corp. to the Consultant.

                  (b) In addition to the consideration provided by the
Consultant above, the Company and the Consultant hereby agree as follows: (i) to
terminate the Employment Agreement dated January 30, 2002 and amended on March
3, 2005 (the "EMPLOYMENT AGREEMENT") between Accessity and the Consultant
effective at the Effective Time, (ii) the Consultant hereby waives any and all
rights and benefits contained in the Employment Agreement, including, without
limitation those benefits set forth in Section 5 of the Employment Agreement
relating to benefits payable to the Consultant following a Change in Control of
Accessity, as that term is defined in the Employment Agreement.

                  (c) The Consultant shall be reimbursed for all reasonable out
of pocket expenses incurred in the course of fulfilling his duties under this
Agreement.

         4. RESIGNATION. Upon the Effective Time, the Consultant shall resign
all positions with Accessity and the Company.

         5. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to its subject matter and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between any of them and neither party shall be bound by any term or condition
other than as expressly set forth or provided for in this Agreement. This
Agreement may not be changed or modified nor may any of its provisions be
waived, except by an agreement in writing, signed by the parties hereto.

         6. WAIVER. The failure of any party to this Agreement to enforce any of
its terms, provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same. Waiver by any party
hereto of any breach or default by any other party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or default.

         7. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively broad
as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent allowed
by applicable law.

                                      -6-


         8. NOTICES. Any notice given hereunder shall be in writing and shall be
deemed to have been given when delivered by messenger or courier service
(against appropriate receipt), or mailed by registered or certified mail (return
receipt requested), addressed as follows.

         If to the Company:                 Pacific Ethanol, Inc.
                                            5711 N. West Avenue
                                            Fresno, CA  93711

         with a copy to:                    Rutan & Tucker, LLP
                                            611 Anton Boulevard, 14th Floor
                                            Costa Mesa, CA 92626
                                            Attn:  Larry A. Cerutti, Esq.

         If to Consultant:                  Barry Siegel
                                            _____________________________
                                            _____________________________

         with a copy to:                    Lawrence A. Muenz, Esq.
                                            Meritz & Muenz LLP
                                            2021 O Street, NW
                                            Washington, DC 20036

or at such other address as shall be indicated to either party in writing.
Notice of change of address shall be effective only upon receipt.

         9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to conflicts of
law principles.

         10. DESCRIPTIVE HEADINGS. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         11. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes but which, together, shall
constitute one and the same instrument.

                                      -7-


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date written below.

PACIFIC ETHANOL, INC.                     CONSULTANT


By: /S/ PHILIP KART                       By: /S/ BARRY SIEGEL
    ---------------------------               ---------------------------

Name:  PHILIP KART                        Name:  BARRY SIEGEL
     --------------------------                --------------------------

Title:  CFO
      -------------------------


Date: MARCH 23, 2005                      Date: MARCH 23, 2005
     --------------------------                 -------------------------


                                      -8-

EX-10.2

                                                                    EXHIBIT 10.2

               CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION
                            AND CONSULTING AGREEMENT


         CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND CONSULTING
AGREEMENT dated March 23, 2005 ("AGREEMENT") by and between, Pacific Ethanol,
Inc., a Delaware corporation (the "COMPANY") and Philip B. Kart (the
"CONSULTANT").

                                    RECITALS

         WHEREAS, Accessity Corp., an New York corporation ("ACCESSITY") has
entered into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") by and
among Accessity; Pacific Ethanol, Inc., a California corporation ("PEI");
Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY");
ReEnergy, LLC, a California limited liability company ("REENERGY," and together
with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI
(collectively, the "PEI SHAREHOLDERS"); each of the holders of options or
warrants to acquire shares of common stock of PEI (collectively, the "PEI
WARRANTHOLDERS"); each of the limited liability company members of Kinergy
identified on the signature pages hereof (collectively, the "KINERGY Members");
each of the limited liability company members of ReEnergy identified on the
signature pages hereof (collectively, the "REENERGY MEMBERS"); and

         WHEREAS, immediately prior to the closing of the Share Exchange
Agreement, Accessity will merge with and into the Company; and

         WHEREAS, the Consultant, pursuant to the Share Exchange Agreement, is
resigning from Accessity and the Company and relinquishing certain rights to
receive cash and benefits pursuant to his employment agreement with Accessity;
and whereas, the Consultant has the ability and background to effectively
compete in this area subsequent to his resignation, having spent extensive time,
encompassing more than 10 years, in the agricultural and corn industry which
provides the basic feedstock for ethanol and nearly all ethanol businesses are
currently owned by agricultural companies, and the Consultant has held executive
positions in agricultural corn companies that grew through acquisition with
Consultant as a key financial officer engaged in the acquisition and operational
control of such companies, having direct access to both equity and bank lending
sources, and has retained those contacts, and the Company has defined a key
strategy to acquire ethanol businesses from agricultural and other entities; and

         WHEREAS, the Company is a defendant in a certain law suit which have
been brought by Gerald M. Zutler in connection with Mr. Zutler's previous
employment with Accessity (the "ZUTLER ACTION") and the events that occurred
during Consultant's period of employment with Accessity and of which the
Consultant has certain direct knowledge; and


                                      -1-


         WHEREAS, Accessity has filed suit against Mercator Group LLC, Global
Taurus LLC, et al, for in excess of $100 million (the "MERCATOR ACTION") related
to a transaction that was contemplated by Accessity during the period of the
Consultant's employment with Accessity with the Consultant holding unique
knowledge that may be key to the successful prosecution of this suit; and

         WHEREAS, the Company and the Consultant desire to enter into this
Agreement under which the Consultant will provide consulting services and
cooperation in connection with the Zutler Action and Mercator Action and any
other related litigation or disputes that may subsequently be brought arising
out of events that occurred during the period that the Consultant was employed
by Accessity; and

         WHEREAS, the Consultant has many years of experience as chief financial
officer of a public company and by using this experience can assist in the
transition of the new management following the closing of the Share Exchange
Agreement by assisting with review and advice regarding press releases,
discussions with the new senior management regarding Nasdaq listing matters,
advice for structuring financings and fund raising issues, broker communications
and investor relations matters, transition and information related to the
Company's 401(k) pension plan and related procedures, issues and problems which
have occurred, information regarding the transferred account balances and
details related thereto, information and advice related to disclosure
requirements of the Securities Exchange Commission ("SEC"), Accessity's prior
SEC filings as required under the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT") and advice regarding cash management and investments
including the strategies regarding the current invested funds; and

         WHEREAS, the Company wishes to protect the confidential information of
the Company and to protect against the Consultant's skills, knowledge,
experience, ideas and influence being used for the benefit of a competitor of
the Company. Consultant is willing to enter into an agreement to provide such
protection to the Company upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties agree as follows.

         1. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

                  (a) Consultant acknowledges that: the business of acquiring
manufacturing, distributing, reselling and brokering Ethanol and/or other
alternative fuels (the "BUSINESS") is intensely competitive and Consultant's
former and current position with Accessity and the Company has exposed the
Consultant to knowledge of confidential information of the Company; the direct
and indirect disclosure of any such confidential information to existing or
potential competitors of the Company would place the Company at a competitive
disadvantage and would do damage, monetary or otherwise, to the Company's
Business; and the engaging by Consultant in any of the activities prohibited by
this Agreement may constitute improper appropriation and/or use of such
information and trade secrets. Consultant expressly acknowledges the trade
secret status of the confidential information and that the confidential
information constitutes a protectable business interest of the Company.


                                      -2-


Confidential information and trade secrets include, but are not limited to,
customer and client lists, price lists, marketing and sales strategies and
procedures, operational and equipment techniques, business plans and systems,
quality control procedures and systems, special projects and technological
research, including projects, research and reports for any entity or client or
any project, research, report or the like concerning sales or manufacturing or
new technology, employee compensation plans and any other information relating
thereto, and any other records, files, drawings, inventions, discoveries,
applications or processes which are not in the public domain (all the foregoing
shall be referred to herein as the "CONFIDENTIAL INFORMATION").

                  (b) For purposes of this Agreement, the term "COMPANY" shall
be construed to include the Company and its current and future subsidiaries and
affiliates engaged in the Business.

                  (c) From and after the Closing of the Share Exchange Agreement
(the "EFFECTIVE TIME"), Consultant shall not, directly or indirectly, whether
individually, as a director, stockholder, owner, partner, employee, principal or
agent of any business, or in any other capacity, make known, disclose, furnish,
make available or utilize any of the confidential information of the Company
other than in the proper performance of the duties contemplated thereafter, or
as required by a court of competent jurisdiction or other administrative or
legislative body; PROVIDED THAT, prior to disclosing any of the confidential
information to a court or other administrative or legislative body, Consultant
shall promptly notify the Company so that it may seek a protective order or
other appropriate remedy. Consultant agrees to return all confidential
information, including all photocopies, extracts and summaries thereof, and any
such information stored electronically on tapes, computer disks or in any other
manner to the Company at any time upon request by the Company and upon the
termination of his engagement for any reason.

                  (d) From the Effective Time until the fifth anniversary of the
Effective Time (the "NON-COMPETITION Period"), Consultant shall not engage in
Competition (as defined below) with the Company. For purposes of this Agreement,
"COMPETITION" by Consultant shall mean Consultant's engaging in, or otherwise
directly or indirectly being employed by or acting as a consultant or lender to,
or being a director, officer, employee, principal, licensor, trustee, broker,
agent, stockholder, member, owner, joint venturer or partner of, or permitting
his name to be used in connection with the activities of any other business or
organization which is engaged in the same business as the Business of the
Company as the same shall be constituted at any time on the date hereof;
PROVIDED THAT, it shall not be a violation of this Agreement for Consultant to
(i) become the registered or beneficial owner of less than five percent (5%) of
any class of the capital stock of a competing corporation registered under the
Exchange Act, or (ii) be employed by an entity that engages in the same business
as the Business of the Company at the date of acquisition, so long as Consultant
does not directly perform services for or work within a division or business
unit of such entity that engages in such business.

                                      -3-


                  (e) Without limiting the generality of the foregoing, during
the Non-Competition Period, Consultant agrees that he will not, directly or
indirectly, for his benefit or for the benefit of any other person, firm or
entity, do any of the following:

                           (i) solicit from any customer doing business with the
Company business of the same or of a similar nature to the Business conducted
between the Company and such customer;

                           (ii) solicit the employment or services of any person
who during the Non-competition Period is employed by or a consultant to the
Company; or

                           (iii) make any statements or comments of a defamatory
or disparaging nature to third parties regarding the Company or its officers,
directors, personnel, products or services.

                  (f) Consultant acknowledges that this Agreement is being
entered into in connection with the consummation of the transactions
contemplated by the Share Exchange Agreement, that Consultant's agreement to the
terms set forth herein are a critical inducement to the entering into the Share
Exchange Agreement by the parties thereto, that the disclosure of the
Confidential Information by the Consultant and/or breach of the non-solicitation
restrictions listed above are of a special and unique character, which gives
this Agreement a particular value to the Company, the loss of which may not be
reasonably or adequately compensated for by damages in an action at law, and
that a material breach by the Consultant of any of the provisions contained
herein will cause the Company irreparable injury. Consultant therefore agrees
that the Company shall be entitled, in addition to any other right or remedy, to
a temporary, preliminary and permanent injunction, without the necessity of
proving the inadequacy of monetary damages or the posting of any bond or
security, enjoining or restraining Consultant from any such violation.

                  (g) Consultant further acknowledges and agrees that due to the
uniqueness of the Confidential Information the Consultant will possess, the
covenants set forth herein are reasonable and necessary for the protection of
the business and goodwill of the Company; and it is the intent of the parties
hereto that if in the opinion of any court of competent jurisdiction any
provision set forth in this Agreement is not reasonable in any respect, such
court shall have the right, power and authority to modify any and all such
provisions as to such court shall appear not unreasonable and to enforce the
remainder of this Agreement as so modified.

         2. CONSULTING DUTIES. For of period of five (5) years from the
Effective Time, the Consultant agrees as follows:

                  (a) In consideration for the compensation provided for in
Section 3 hereof, the Consultant shall provide all reasonable and necessary
assistance and cooperation to the Company's legal counsel and other retained
professionals (the "SERVICES") with respect to the Zutler Action, and the
Mercator Action (the "PROCEEDINGS"). The Consultant shall make himself
available, at times and places reasonably convenient for the Consultant and the
Company's counsel, for depositions, interviews, preparation and review of


                                      -4-


affidavits, interrogatories and discovery materials, investigative assistance,
and all such other matters as shall be necessary or in the opinion of counsel to
the Company useful to the Company in connection with the Proceedings. The
Consultant shall provide the services described herein in a good faith and
professional manner consistent with the role of an executive officer which the
Consultant held while an employee of the Company.

                  (b) In consideration for the compensation provided for in
Section 3 hereof, the Consultant shall provide consultation and advisory
services (the "CONSULTING SERVICES") to the Company, which shall consist of his
personal advice and counsel to the Company regarding (a) the transition of
Accessity to new management and to a new ownership structure following the
Effective Time, (b) related post-closing long-range planning, strategic
direction and integration and rationalization processes, (c) by using his
experience and background, assisting in the transition of the new management
following the Effective Time by assisting with review and advice regarding press
releases, discussions with the new senior management regarding Nasdaq listing
matters, advice for structuring financings and fund raising issues, broker
communications and investor relations matters, transition and information
related to the Company's 401(k) pension plan and related procedures, issues and
problems which have occurred, information regarding the transferred account
balances and details related thereto, information and advice related to SEC
disclosure requirements, Accessity's prior SEC filings as required under the
Exchange Act and advice regarding cash management and investments including the
strategies regarding the current invested funds; and other matters related to
the Company's business, the Consultant shall provide Consulting Services as may
be reasonably requested by the Company's Board of Directors or Chief Executive
Officer (or his designee) from time to time and at mutually agreeable times.
Consulting Services may be provided in person, telephonically, electronically or
by correspondence, to the extent appropriate under the circumstances. Subject to
the provisions of Sections 1 and 2 hereof, the Consultant will be free to spend
such portions of the Consultant's time, energy and skill in such manner and with
such persons as he sees fit. Notwithstanding anything to the contrary, the
Consulting Services are to be solely advisory and it is not the intention of the
parties that the Consultant will provide management or day-to-day operational
duties under the terms of this Agreement.

         3. COMPENSATION.

                  (a) The Consultant and the Company agree that in exchange for
the: (i) Services, (ii) the Consulting Services, and (iii) the confidentiality
and non-competition covenants set forth in Section 1 herein, the Company agrees
to deliver 200,000 shares of the Company's common stock, par value $.001 per
share, within three (3) business days after the date of this Agreement. Such
shares will be registered under the Securities Act of 1933, as amended, on a
Form S-8 that will be filed with the SEC as soon as practicable after the date
hereof.

                                      -5-


                  (b) In addition to the consideration provided by the
Consultant above, the Company and the Consultant hereby agree as follows: (i) to
terminate the Employment Agreement dated February 22, 2002 and amended on
November 15, 2002 and March 3, 2005 (the "EMPLOYMENT AGREEMENT") between
Accessity and the Consultant effective at the Effective Time, and (b) the
Consultant hereby waives any and all rights and benefits contained in the
Employment Agreement, including without limitation those benefits set forth in
Section 23 of the Employment Agreement relating to benefits payable to the
Consultant following a Change in Control of Accessity, as that term is defined
in the Employment Agreement.

                  (c) The Consultant shall be reimbursed for all reasonable out
of pocket expenses incurred in the course of fulfilling his duties under this
Agreement.

         4. RESIGNATION. Effective the Effective Time, the Consultant shall
resign all positions with the Company, Accessity, DriverShield CRM, Inc. and
Sentaur Corp.

         5. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to its subject matter and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between any of them and neither party shall be bound by any term or condition
other than as expressly set forth or provided for in this Agreement. This
Agreement may not be changed or modified nor may any of its provisions be
waived, except by an agreement in writing, signed by the parties hereto.

         6. WAIVER. The failure of any party to this Agreement to enforce any of
its terms, provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same. Waiver by any party
hereto of any breach or default by any other party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or default.

         7. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively broad
as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent allowed
by applicable law.

         8. NOTICES. Any notice given hereunder shall be in writing and shall be
deemed to have been given when delivered by messenger or courier service
(against appropriate receipt), or mailed by registered or certified mail (return
receipt requested), addressed as follows.

         If to the Company:                 Pacific Ethanol, Inc.
                                            5711 N. West Avenue
                                            Fresno, CA  93711

                                      -6-


         with a copy to:                    Rutan & Tucker, LLP
                                            611 Anton Boulevard, 14th Floor
                                            Costa Mesa, CA 92626
                                            Attn:  Larry A. Cerutti, Esq.

         If to Consultant:                  Philip Kart
                                            ________________________________
                                            ________________________________

         with a copy to:                    Lawrence A. Muenz, Esq.
                                            Meritz & Muenz LLP
                                            2021 O Street, NW
                                            Washington, DC 20036

or at such other address as shall be indicated to either party in writing.
Notice of change of address shall be effective only upon receipt.

         9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California without regard to conflicts
of law principles.

         10. DESCRIPTIVE HEADINGS. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         11. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes but which, together, shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date written below.

PACIFIC ETHANOL, INC.                     CONSULTANT


By: /S/ BARRY SIEGEL                      By: /S/ PHILIP KART
   ------------------------                   ----------------------

Name:  Barry Siegel                       Name:  Philip Kart
      ---------------------                    ---------------------

Title: Chairman and Ceo
       --------------------


Date: March 23, 2005                      Date: March 23, 2005
      ---------------------                     --------------------


                                      -7-

EX-10.3

                                                                    EXHIBIT 10.3

         CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT


         CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT dated
March 23, 2005 (the "AGREEMENT") by and between, Pacific Ethanol, Inc., a
Delaware corporation (the "COMPANY") and ______________, an individual (the
"EXECUTIVE").

                                    RECITALS

         WHEREAS, Accessity Corp., a New York corporation ("ACCESSITY") has
entered into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") by and
among Accessity; Pacific Ethanol, Inc., a California corporation ("PEI");
Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY");
ReEnergy, LLC, a California limited liability company ("REENERGY," and together
with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI
(collectively, the "PEI SHAREHOLDERS"); each of the holders of options or
warrants to acquire shares of common stock of PEI (collectively, the "PEI
WARRANTHOLDERS"); each of the limited liability company members of Kinergy
identified on the signature pages hereof (collectively, the "KINERGY Members");
each of the limited liability company members of ReEnergy identified on the
signature pages hereof (collectively, the "REENERGY MEMBERS"); and

         WHEREAS, immediately prior to the closing of the Share Exchange
Agreement, Accessity will merge with and into the Company; and

         WHEREAS, the Executives, pursuant to the Share Exchange Agreement, are
transferring their respective interests in one or more of the Acquired Companies
in exchange for common stock shares of the Company; and

         WHEREAS, the Company wishes to protect the confidential information of
the Company and to protect against the Executive's skills, knowledge,
experience, ideas and influence for the benefit of a competitor of the Company.
Executive is willing to enter into an agreement to provide such protection to
the Company upon the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties agree as follows.

         1. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

                  (a) Executive acknowledges that: the business manufacturing,
distributing, reselling and brokering Ethanol and/or other alternative fuels
(the "BUSINESS") is intensely competitive and Executive's former interest in one
or more of the Acquired Companies and/or the Executive's former and current
position with the Company has exposed, and will continue to expose the Executive
to knowledge of confidential information of the Company; the direct and indirect
disclosure of any such confidential information to existing or potential


                                      -1-


competitors of the Company would place the Company at a competitive disadvantage
and would do damage, monetary or otherwise, to the Company's Business; and the
engaging by Executive in any of the activities prohibited by this Agreement may
constitute improper appropriation and/or use of such information and trade
secrets. Executive expressly acknowledges the trade secret status of the
confidential information and that the confidential information constitutes a
protectable business interest of the Company. Confidential information and trade
secrets include, but are not limited to, customer and client lists, price lists,
marketing and sales strategies and procedures, operational and equipment
techniques, business plans and systems, quality control procedures and systems,
special projects and technological research, including projects, research and
reports for any entity or client or any project, research, report or the like
concerning sales or manufacturing or new technology, employee compensation plans
and any other information relating thereto, and any other records, files,
drawings, inventions, discoveries, applications or processes which are not in
the public domain (all the foregoing shall be referred to herein as the
"CONFIDENTIAL INFORMATION").

                  (b) For purposes of this Agreement, the term "COMPANY" shall
be construed to include the Company and its current and future subsidiaries and
affiliates engaged in the Business.

                  (c) From and after the Closing Date of the Share Exchange
Agreement (the "EFFECTIVE TIME"), Executive shall not, directly or indirectly,
whether individually, as a director, stockholder, owner, partner, employee,
principal or agent of any business, or in any other capacity, make known,
disclose, furnish, make available or utilize any of the confidential information
of the Company other than in the proper performance of the duties contemplated
thereafter, or as required by a court of competent jurisdiction or other
administrative or legislative body; PROVIDED THAT, prior to disclosing any of
the confidential information to a court or other administrative or legislative
body, Executive shall promptly notify the Company so that it may seek a
protective order or other appropriate remedy. Executive agrees to return all
confidential information, including all photocopies, extracts and summaries
thereof, and any such information stored electronically on tapes, computer disks
or in any other manner to the Company at any time upon request by the Company
and upon the termination of his engagement for any reason.

                  (d) From the Effective Time until the fifth anniversary of the
Effective Time (the "NON-COMPETITION Period"), Executive shall not engage in
Competition (as defined below) with the Company. For purposes of this Agreement,
"COMPETITION" by Executive shall mean Executive's engaging in, or otherwise
directly or indirectly being employed by or acting as a consultant or lender to,
or being a director, officer, employee, principal, licensor, trustee, broker,
agent, stockholder, member, owner, joint venturer or partner of, or permitting
his name to be used in connection with the activities of any other business or
organization which is engaged in the same business as the Business of the
Company as the same shall be constituted at any time on the date hereof;
PROVIDED THAT, it shall not be a violation of this Agreement for Executive to


                                      -2-


(i) become the registered or beneficial owner of less than five percent (5%) of
any class of the capital stock of a competing corporation registered under the
Securities Exchange Act of 1934, as amended or (ii) be employed by an entity
that engages in the same business as the Business of the Company, so long as
Executive does not directly perform services for or work within a division or
business unit of such entity that engages in such business.

                  (e) Without limiting the generality of the foregoing, during
the Non-Competition Period, Executive agrees that he will not, directly or
indirectly, for his benefit or for the benefit of any other person, firm or
entity, do any of the following:

                           (i) solicit from any customer doing business with the
Company business of the same or of a similar nature to the Business conducted
between the Company and such customer;

                           (ii) solicit the employment or services of any person
who during the Non-competition Period is employed by or a consultant to the
Company; or

                           (iii) make any statements or comments of a defamatory
or disparaging nature to third parties regarding the Company or its officers,
directors, personnel, products or services.

                  (f) Executive acknowledges that this Agreement is being
entered into in connection with the consummation of the transactions
contemplated by the Share Exchange Agreement, that Executive's agreement to the
terms set forth herein are a critical inducement to the entering into the Share
Exchange Agreement by the parties thereto, that the disclosure of the
Confidential Information by the Executive and/or breach of the non-solicitation
restrictions listed above are of a special and unique character, which gives
this Agreement a particular value to the Company, the loss of which may not be
reasonably or adequately compensated for by damages in an action at law, and
that a material breach by the Executive of any of the provisions contained
herein will cause the Company irreparable injury. Executive therefore agrees
that the Company shall be entitled, in addition to any other right or remedy, to
a temporary, preliminary and permanent injunction, without the necessity of
proving the inadequacy of monetary damages or the posting of any bond or
security, enjoining or restraining Executive from any such violation.

                  (g) Executive further acknowledges and agrees that due to the
uniqueness of the Confidential Information the Executive will possess, the
covenants set forth herein are reasonable and necessary for the protection of
the business and goodwill of the Company; and it is the intent of the parties
hereto that if in the opinion of any court of competent jurisdiction any
provision set forth in this Agreement is not reasonable in any respect, such
court shall have the right, power and authority to modify any and all such
provisions as to such court shall appear not unreasonable and to enforce the
remainder of this Agreement as so modified.

                                      -3-


         2. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to its subject matter and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between any of them and neither party shall be bound by any term or condition
other than as expressly set forth or provided for in this Agreement. This
Agreement may not be changed or modified nor may any of its provisions be
waived, except by an agreement in writing, signed by the parties hereto.

         3. WAIVER. The failure of any party to this Agreement to enforce any of
its terms, provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same. Waiver by any party
hereto of any breach or default by any other party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or default.

         4. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively broad
as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent allowed
by applicable law.

         5. NOTICES. Any notice given hereunder shall be in writing and shall be
deemed to have been given when delivered by messenger or courier service
(against appropriate receipt), or mailed by registered or certified mail (return
receipt requested), addressed as follows.

         If to the Company:                   Pacific Ethanol, Inc.
                                              5711 N. West Avenue
                                              Fresno, CA  93711

         with a copy to:                      Rutan & Tucker, LLP
                                              611 Anton Boulevard,  14th Floor
                                              Costa Mesa, CA  92626
                                              Attn:  Larry A. Cerutti, Esq.

         If to Executive:                     ___________________________
                                              ___________________________
                                              ___________________________

or at such other address as shall be indicated to either party in writing.
Notice of change of address shall be effective only upon receipt.

         6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles.

                                      -4-


         7. DESCRIPTIVE HEADINGS. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         8. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes but which, together, shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date written below.

PACIFIC ETHANOL, INC.                            EXECUTIVE


By:________________________                      By:__________________________


Name:______________________                      Name:________________________


Title:_____________________


Date:______________________                      Date: _______________________


                                      -5-

EX-10.4

                                                                    EXHIBIT 10.4

         CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT


         CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT dated
March 23, 2005 (the "AGREEMENT") by and between, Pacific Ethanol, Inc., a
Delaware corporation (the "COMPANY") and Neil Koehler, an individual (the
"EXECUTIVE").

                                    RECITALS

         WHEREAS, Accessity Corp., a New York corporation ("ACCESSITY") has
entered into a Share Exchange Agreement (the "SHARE EXCHANGE AGREEMENT") by and
among Accessity; Pacific Ethanol, Inc., a California corporation ("PEI");
Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY");
ReEnergy, LLC, a California limited liability company ("REENERGY," and together
with PEI and Kinergy, the "ACQUIRED COMPANIES"); each of the shareholders of PEI
(collectively, the "PEI SHAREHOLDERS"); each of the holders of options or
warrants to acquire shares of common stock of PEI (collectively, the "PEI
WARRANTHOLDERS"); each of the limited liability company members of Kinergy
identified on the signature pages hereof (collectively, the "KINERGY Members");
each of the limited liability company members of ReEnergy identified on the
signature pages hereof (collectively, the "REENERGY MEMBERS"); and

         WHEREAS, immediately prior to the closing of the Share Exchange
Agreement, Accessity will merge with and into the Company; and

         WHEREAS, the Executives, pursuant to the Share Exchange Agreement, are
transferring their respective interests in one or more of the Acquired Companies
in exchange for common stock shares of the Company; and

         WHEREAS, the Company wishes to protect the confidential information of
the Company and to protect against the Executive's skills, knowledge,
experience, ideas and influence for the benefit of a competitor of the Company.
Executive is willing to enter into an agreement to provide such protection to
the Company upon the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, the parties agree as follows.

         1. CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION.

                  (a) Executive acknowledges that: the business manufacturing,
distributing, reselling and brokering Ethanol and/or other alternative fuels
(the "BUSINESS") is intensely competitive and Executive's former interest in one
or more of the Acquired Companies and/or the Executive's former and current
position with the Company has exposed, and will continue to expose the Executive
to knowledge of confidential information of the Company; the direct and indirect
disclosure of any such confidential information to existing or potential
competitors of the Company would place the Company at a competitive disadvantage


                                      -1-


and would do damage, monetary or otherwise, to the Company's Business; and the
engaging by Executive in any of the activities prohibited by this Agreement may
constitute improper appropriation and/or use of such information and trade
secrets. Executive expressly acknowledges the trade secret status of the
confidential information and that the confidential information constitutes a
protectable business interest of the Company. Confidential information and trade
secrets include, but are not limited to, customer and client lists, price lists,
marketing and sales strategies and procedures, operational and equipment
techniques, business plans and systems, quality control procedures and systems,
special projects and technological research, including projects, research and
reports for any entity or client or any project, research, report or the like
concerning sales or manufacturing or new technology, employee compensation plans
and any other information relating thereto, and any other records, files,
drawings, inventions, discoveries, applications or processes which are not in
the public domain (all the foregoing shall be referred to herein as the
"CONFIDENTIAL INFORMATION").

                  (b) For purposes of this Agreement, the term "COMPANY" shall
be construed to include the Company and its current and future subsidiaries and
affiliates engaged in the Business.

                  (c) From and after the Closing Date of the Share Exchange
Agreement (the "EFFECTIVE TIME"), Executive shall not, directly or indirectly,
whether individually, as a director, stockholder, owner, partner, employee,
principal or agent of any business, or in any other capacity, make known,
disclose, furnish, make available or utilize any of the confidential information
of the Company other than in the proper performance of the duties contemplated
thereafter, or as required by a court of competent jurisdiction or other
administrative or legislative body; PROVIDED THAT, prior to disclosing any of
the confidential information to a court or other administrative or legislative
body, Executive shall promptly notify the Company so that it may seek a
protective order or other appropriate remedy. Executive agrees to return all
confidential information, including all photocopies, extracts and summaries
thereof, and any such information stored electronically on tapes, computer disks
or in any other manner to the Company at any time upon request by the Company
and upon the termination of his engagement for any reason.

                  (d) From the Effective Time until the third anniversary of the
Effective Time (the "NON-COMPETITION Period"), Executive shall not engage in
Competition (as defined below) with the Company. For purposes of this Agreement,
"COMPETITION" by Executive shall mean Executive's engaging in, or otherwise
directly or indirectly being employed by or acting as a consultant or lender to,
or being a director, officer, employee, principal, licensor, trustee, broker,
agent, stockholder, member, owner, joint venturer or partner of, or permitting


                                      -2-


his name to be used in connection with the activities of any other business or
organization which is engaged in the same business as the Business of the
Company as the same shall be constituted at any time on the date hereof;
PROVIDED THAT, it shall not be a violation of this Agreement for Executive to
(i) become the registered or beneficial owner of less than five percent (5%) of
any class of the capital stock of a competing corporation registered under the
Securities Exchange Act of 1934, as amended or (ii) be employed by an entity
that engages in the same business as the Business of the Company, so long as
Executive does not directly perform services for or work within a division or
business unit of such entity that engages in such business.

                  (e) Without limiting the generality of the foregoing, during
the Non-Competition Period, Executive agrees that he will not, directly or
indirectly, for his benefit or for the benefit of any other person, firm or
entity, do any of the following:

                           (i) solicit from any customer doing business with the
Company business of the same or of a similar nature to the Business conducted
between the Company and such customer;

                           (ii) solicit the employment or services of any person
who during the Non-competition Period is employed by or a consultant to the
Company; or

                           (iii) make any statements or comments of a defamatory
or disparaging nature to third parties regarding the Company or its officers,
directors, personnel, products or services.

                  (f) Executive acknowledges that this Agreement is being
entered into in connection with the consummation of the transactions
contemplated by the Share Exchange Agreement, that Executive's agreement to the
terms set forth herein are a critical inducement to the entering into the Share
Exchange Agreement by the parties thereto, that the disclosure of the
Confidential Information by the Executive and/or breach of the non-solicitation
restrictions listed above are of a special and unique character, which gives
this Agreement a particular value to the Company, the loss of which may not be
reasonably or adequately compensated for by damages in an action at law, and
that a material breach by the Executive of any of the provisions contained
herein will cause the Company irreparable injury. Executive therefore agrees
that the Company shall be entitled, in addition to any other right or remedy, to
a temporary, preliminary and permanent injunction, without the necessity of
proving the inadequacy of monetary damages or the posting of any bond or
security, enjoining or restraining Executive from any such violation.

                  (g) Executive further acknowledges and agrees that due to the
uniqueness of the Confidential Information the Executive will possess, the
covenants set forth herein are reasonable and necessary for the protection of
the business and goodwill of the Company; and it is the intent of the parties
hereto that if in the opinion of any court of competent jurisdiction any
provision set forth in this Agreement is not reasonable in any respect, such
court shall have the right, power and authority to modify any and all such
provisions as to such court shall appear not unreasonable and to enforce the
remainder of this Agreement as so modified.


                                      -3-


         2. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement
between the parties with respect to its subject matter and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between any of them and neither party shall be bound by any term or condition
other than as expressly set forth or provided for in this Agreement. This
Agreement may not be changed or modified nor may any of its provisions be
waived, except by an agreement in writing, signed by the parties hereto.

         3. WAIVER. The failure of any party to this Agreement to enforce any of
its terms, provisions or covenants shall not be construed as a waiver of the
same or of the right of such party to enforce the same. Waiver by any party
hereto of any breach or default by any other party of any term or provision of
this Agreement shall not operate as a waiver of any other breach or default.

         4. SEVERABILITY. In the event that any one or more of the provisions of
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remainder of the Agreement shall
not in any way be affected or impaired thereby. Moreover, if any one or more of
the provisions contained in this Agreement shall be held to be excessively broad
as to duration, activity or subject, such provisions shall be construed by
limiting and reducing them so as to be enforceable to the maximum extent allowed
by applicable law.

         5. NOTICES. Any notice given hereunder shall be in writing and shall be
deemed to have been given when delivered by messenger or courier service
(against appropriate receipt), or mailed by registered or certified mail (return
receipt requested), addressed as follows.

         If to the Company:              Pacific Ethanol, Inc.
                                         5711 N. West Avenue
                                         Fresno, CA  93711

         with a copy to:                 Rutan & Tucker, LLP
                                         611 Anton Boulevard,  14th Floor
                                         Costa Mesa, CA  92626
                                         Attn:  Larry A. Cerutti, Esq.

         If to Executive:                Neil Koehler
                                         ___________________________
                                         ___________________________

or at such other address as shall be indicated to either party in writing.
Notice of change of address shall be effective only upon receipt.

         6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to conflicts of
law principles.

                                      -4-


         7. DESCRIPTIVE HEADINGS. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

         8. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes but which, together, shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date written below.

PACIFIC ETHANOL, INC.                EXECUTIVE


By: /S/ RYAN TURNER                  By: /S/ NEIL KOEHLER
    --------------------------           -------------------------

Name: RYAN TURNER                    Name: NEIL KOEHLER
     -------------------------            ------------------------


Title: COO
     -------------------------


Date: MARCH 22, 2005                Date: MARCH 22, 2005
     -------------------------            ------------------------


                                      -5-

EX-10.5

                                                                    EXHIBIT 10.5


                            INDEMNIFICATION AGREEMENT

                  THIS INDEMNIFICATION AGREEMENT ("AGREEMENT") is made as of the
date set forth on the signature page to this Agreement, by and between Pacific
Ethanol, Inc., a Delaware corporation ("COMPANY"), and the individual named on
the signature page to this Agreement ("INDEMNITEE"), an officer and/or a
director of the Company.

                                 R E C I T A L S
                                 ---------------

                  A. The Indemnitee is currently serving as an officer and/or
director of the Company and in such capacity renders valuable services to the
Company.

                  B. The Company has investigated whether additional protective
measures are warranted to adequately protect its directors and officers against
various legal risks and potential liabilities to which such individuals are
subject due to their position with the Company and has concluded that additional
protective measures are warranted.

                  C. In order to induce and encourage highly experienced and
capable persons such as the Indemnitee to continue to serve as an officer and/or
director, the Board of Directors of the Company has determined, after due
consideration, that this Agreement is not only reasonable and prudent, but
necessary to promote and ensure the best interests of the Company and its
stockholders.

                  D. The Company's execution of this Agreement has been approved
by the Board of Directors of the Company.

                  E. Indemnitee has indicated to the Company that but for the
Company's agreement to enter into this Agreement, Indemnitee would decline to
continue to serve as an officer and/or a director of the Company.

                                A G R E E M E N T
                                -----------------

                  NOW, THEREFORE, in consideration of the recital set forth
above and the continued services of the Indemnitee, and as an inducement to the
Indemnitee to continue to serve as an officer and/or a director of the Company,
the Company and the Indemnitee do hereby agree as follows:

         1. DEFINITIONS. As used in this Agreement, the following terms shall
have the meanings set forth below:

                  (a) "PROCEEDING" shall mean any threatened, pending or
completed action, suit or proceeding, whether brought in the name of the Company
or otherwise and whether of a civil, criminal, administrative or investigative
nature, by reason of the fact that the Indemnitee is or was an officer and/or a
director of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another enterprise, whether or not he is
serving in such capacity at the time any liability or Expense is incurred for
which indemnification or advancement of Expenses (as defined in subparagraph (b)
below) is to be provided under this Agreement.



                  (b) "EXPENSES" means, all costs, charges and expenses incurred
in connection with a Proceeding, including, without limitation, attorneys' fees,
disbursements and retainers, accounting and witness fees, travel and deposition
costs, expenses of investigations, judicial or administrative proceedings or
appeals, and any expenses of establishing a right to indemnification pursuant to
this Agreement or otherwise, including reasonable compensation for time spent by
the Indemnitee in connection with the investigation, defense or appeal of a
Proceeding or action for indemnification for which he is not otherwise
compensated by the Company or any third party; PROVIDED, HOWEVER, that the term
Expenses includes only those costs, charges and expenses incurred with the
Company's prior consent, which consent shall not be unreasonably withheld; and
PROVIDED, FURTHER, that the term "EXPENSES" does not include (i) the amount of
damages, judgments, amounts paid in settlement, fines or penalties relating to
any Proceeding or (ii) excise taxes under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), relating to any Proceeding, either
of which are actually levied against the Indemnitee or paid by or on behalf of
the Indemnitee.

         2. AGREEMENT TO SERVE. The Indemnitee agrees to continue to serve as an
officer and/or a director of the Company at the will of the Company for so long
as Indemnitee is duly elected or appointed or until such time as Indemnitee
tenders a resignation in writing or is terminated as an officer and/or removed
as a director by the Company. Nothing in this Agreement shall be construed to
create any right in Indemnitee to continued employment with the Company or any
subsidiary or affiliate of the Company. Nothing in this Agreement shall affect
or alter any of the terms of any otherwise valid employment agreement or other
agreement between Indemnitee and the Company relating to Indemnitee's conditions
and/or terms of employment or service.

         3. INDEMNIFICATION IN THIRD PARTY ACTIONS. The Company shall indemnify
the Indemnitee in accordance with the provisions of this Section 3 if the
Indemnitee is a party to or threatened to be made a party to or is otherwise
involved in any Proceeding (other than a Proceeding by or in the right of the
Company to procure a judgment in its favor), by reason of the fact that the
Indemnitee is or was an officer and/or a director of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another enterprise, against all Expenses, damages, judgments, amounts paid in
settlement, fines, penalties and ERISA excise taxes actually and reasonably
incurred by the Indemnitee in connection with the defense or settlement of such
Proceeding, to the fullest extent permitted by the Delaware General Corporation
Law ("DGCL"), whether or not the Indemnitee was the successful party in any such
Proceeding; PROVIDED, HOWEVER, that any settlement shall be approved in writing
by the Company.

         4. INDEMNIFICATION IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.
The Company shall indemnify the Indemnitee in accordance with the provisions of
this Section 4 if the Indemnitee is a party to or threatened to be made a party
to or is otherwise involved in any Proceeding by or in the right of the Company
to procure a judgment in its favor by reason of the fact that the Indemnitee is
or was an officer and/or a director of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
enterprise, against all Expenses actually and reasonably incurred by Indemnitee
in connection with the defense or settlement of such Proceeding, to the fullest


                                      -2-


extent permitted by the DGCL, whether or not the Indemnitee is the successful
party in any such Proceeding. The Company shall further indemnify the Indemnitee
for any damages, judgments, amounts paid in settlement, fines, penalties and
ERISA excise taxes actually and reasonably incurred by the Indemnitee in any
such Proceeding described in the immediately preceding sentence, provided that
either (i) the Proceeding is settled with the approval of a court of competent
jurisdiction, or (ii) indemnification of such amounts is otherwise ordered by a
court of competent jurisdiction in connection with such Proceeding.

         5. CONCLUSIVE PRESUMPTION REGARDING STANDARD OF CONDUCT. The Indemnitee
shall be conclusively presumed to have met the relevant standards of conduct
required by the DGCL for indemnification pursuant to this Agreement, unless a
determination is made that the Indemnitee has not met such standards (i) by the
Board of Directors of the Company by a majority vote of a quorum thereof
consisting of directors who were not parties to such Proceeding, (ii) by the
stockholders of the Company by majority vote, or (iii) in a written opinion of
the Company's independent legal counsel. Further, the termination of any
Proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, rebut such presumption that
the Indemnitee met the relevant standards of conduct required for
indemnification pursuant to this Agreement.

         6. INDEMNIFICATION OF EXPENSES OF SUCCESSFUL PARTY. Notwithstanding any
other provision of this Agreement, to the extent that the Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding or in defense
of any claim, issue or matter therein, the Indemnitee shall be indemnified
against all Expenses incurred in connection therewith to the fullest extent
permitted by the DGCL. For purposes of this paragraph, the Indemnitee will be
deemed to have been successful on the merits if the Proceeding is terminated by
settlement or is dismissed with prejudice.

         7. ADVANCES OF EXPENSES. The Expenses incurred by the Indemnitee in
connection with any Proceeding shall be paid promptly by the Company in advance
of the final disposition of the Proceeding at the written request of the
Indemnitee to the fullest extent permitted by the DGCL; provided that the
Indemnitee shall undertake in writing to repay such amount to the extent that it
is ultimately determined that the Indemnitee is not entitled to indemnification
by the Company.

         8. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, damages, judgments, amounts paid in settlement, fines,
penalties or ERISA excise taxes actually and reasonably incurred by Indemnitee
in the investigation, defense, appeal or settlement of any Proceeding but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
the Indemnitee for the portion of such Expenses, damages, judgments, amounts
paid in settlement, fines, penalties or ERISA excise taxes to which the
Indemnitee is entitled.

                                      -3-


         9. INDEMNIFICATION PROCEDURE; DETERMINATION OF RIGHT TO
INDEMNIFICATION.

                  (a) Promptly after receipt by the Indemnitee of notice of the
commencement of any Proceeding with respect to which the Indemnitee intends to
claim indemnification or advancement of Expenses pursuant to this Agreement, the
Indemnitee will notify the Company of the commencement thereof. The omission to
so notify the Company will not relieve the Company from any liability which it
may have to the Indemnitee under this Agreement or otherwise.

                  (b) If a claim for indemnification or advancement of Expenses
under this Agreement is not paid by or on behalf of the Company within thirty
(30) days of receipt of written notice thereof, Indemnitee may at any time
thereafter bring suit in any court of competent jurisdiction against the Company
to enforce the right to indemnification or advancement of Expenses provided by
this Agreement. It shall be a defense to any such action (other than an action
brought to enforce a claim for Expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the Indemnitee has failed to
meet the standard of conduct that makes it permissible under the DGCL for the
Company to indemnify the Indemnitee for the amount claimed. The burden of
proving by clear and convincing evidence that indemnification or advancement of
Expenses is not appropriate shall be on the Company. The failure of the
directors or stockholders of the Company or independent legal counsel to have
made a determination prior to the commencement of such Proceeding that
indemnification or advancement of Expenses are proper in the circumstances
because the Indemnitee has met the applicable standard of conduct shall not be a
defense to the action or create a presumption that the Indemnitee has not met
the applicable standard of conduct.

                  (c) The Indemnitee's Expenses incurred in connection with any
action concerning Indemnitee's right to indemnification or advancement of
Expenses in whole or in part pursuant to this Agreement shall also be
indemnified in accordance with the terms of this Agreement by the Company
regardless of the outcome of such action, unless a court of competent
jurisdiction determines that each of the material claims made by the Indemnitee
in such action was not made in good faith or was frivolous.

                  (d) With respect to any Proceeding for which indemnification
is requested, the Company will be entitled to participate therein at its own
expense and, except as otherwise provided below, to the extent that it may wish,
the Company may assume the defense thereof, with counsel satisfactory to the
Indemnitee. After notice from the Company to the Indemnitee of its election to
assume the defense of a Proceeding, the Company will not be liable to the
Indemnitee under this Agreement for any Expenses subsequently incurred by the
Indemnitee in connection with the defense thereof, other than reasonable costs
of investigation or as otherwise provided below. The Company shall not settle
any Proceeding in any manner that would impose any penalty or limitation on the
Indemnitee without the Indemnitee's prior written consent. The Indemnitee shall
have the right to employ counsel in any such Proceeding, but the Expenses of
such counsel incurred after notice from the Company of its assumption of the
defense thereof and the Indemnitee's approval of the Company's counsel shall be
at the expense of the Indemnitee, unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the


                                      -4-


Company and the Indemnitee in the conduct of the defense of a Proceeding, or
(iii) the Company shall not in fact have employed counsel to assume the defense
of a Proceeding, in each of which cases the Expenses of the Indemnitee's counsel
shall be at the expense of the Company. Notwithstanding the foregoing, the
Company shall not be entitled to assume the defense of any Proceeding brought by
or on behalf of the Company or as to which the Indemnitee has concluded that
there may be a conflict of interest between the Company and the Indemnitee.

         10. RETROACTIVE EFFECT. Notwithstanding anything to the contrary
contained in this Agreement, the Company's obligation to indemnify the
Indemnitee and advance Expenses to the Indemnitee shall be deemed to be in
effect since the date that the Indemnitee first commenced serving in any of the
capacities covered by this Agreement.

         11. LIMITATIONS ON INDEMNIFICATION. No payments pursuant to this
Agreement shall be made by the Company:

                  (a) to indemnify or advance Expenses to the Indemnitee with
respect to actions initiated or brought voluntarily by the Indemnitee and not by
way of defense, except with respect to actions brought to establish or enforce a
right to indemnification or advancement of Expenses under this Agreement or any
other statute or law or otherwise as required under the DGCL, but such
indemnification or advancement of Expenses may be provided by the Company in
specific cases if approved by the Board of Directors by a majority vote of a
quorum thereof consisting of directors who are not parties to such action;

                  (b) to indemnify the Indemnitee for any Expenses, damages,
judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes
for which payment is actually made to the Indemnitee under a valid and
collectible insurance policy, except in respect of any excess beyond the amount
paid under such insurance;

                  (c) to indemnify the Indemnitee for any Expenses, damages,
judgments, amounts paid in settlement, fines, penalties or ERISA excise taxes
for which the Indemnitee has been or is indemnified by the Company or any other
party otherwise than pursuant to this Agreement; or

                  (d) to indemnify the Indemnitee for any Expenses, damages,
judgments, fines or penalties sustained in any Proceeding for an accounting of
profits made from the purchase or sale by Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of the Securities Exchange
Act of 1934 and the rules and regulations promulgated thereunder or similar
provisions of any federal, state or local statutory law;

         12. MAINTENANCE OF DIRECTORS' AND OFFICERS' INSURANCE.

                  (a) Upon the Indemnitee's request, the Company hereby agrees
to maintain in full force and effect, at its sole cost and expense, directors'
and officers' liability insurance ("D&O INSURANCE") by an insurer, in an amount
and with a deductible reasonably acceptable to the Indemnitee, covering the
period during which the Indemnitee is serving in any one or more of the
capacities covered by this Agreement and for so long thereafter as the
Indemnitee shall be subject to any possible claim or threatened, pending or
completed Proceeding by reason of the fact that the Indemnitee is serving in any
of the capacities covered by this Agreement.

                                      -5-


                  (b) In all policies of D&O Insurance to be maintained pursuant
to Paragraph 12(a) above, the Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee with the greatest rights and benefits available
under such policy.

                  (c) Notwithstanding the foregoing, the Company shall have no
obligation to maintain D&O Insurance if the Company determines, in good faith,
that (i) such insurance cannot be obtained on terms which are commercially
reasonable, (ii) the premium costs for such insurance is significantly
disproportionate to the amount of coverage provided, (iii) the coverage provided
by such insurance is limited by exclusions so as to provide an insufficient
benefit, or (iv) the Company, after using best efforts, is otherwise unable to
obtain such insurance.

         13. INDEMNIFICATION HEREUNDER NOT EXCLUSIVE. The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed to limit
or preclude any other rights to which the Indemnitee may be entitled under the
Company's certificate of incorporation or bylaws, any agreement, any vote of
stockholders or disinterested directors of the Company, the DGCL, or otherwise.

         14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of (i) the Indemnitee and Indemnitee's heirs,
devisees, legatees, personal representatives, executors, administrators and
assigns and (ii) the Company and its successors and assigns, including any
transferee of all or substantially all of the Company's assets and any successor
or assign of the Company by merger or by operation of law.

         15. SEVERABILITY. Each provision of this Agreement is a separate and
distinct agreement and independent of the other, so that if any provision hereof
shall be held to be invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof. To the extent required, any provision of this Agreement may
be modified by a court of competent jurisdiction to preserve its validity and to
provide the Indemnitee with the broadest possible indemnification and
advancement of Expenses permitted under the DGCL. If this Agreement or any
portion thereof is invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to
Expenses, damages, judgments, amounts paid in settlement, fines, penalties and
ERISA excise taxes with respect to any Proceeding to the fullest extent
permitted by any applicable portion of this Agreement that shall not have been
invalidated or by any applicable provision of the DGCL or any other applicable
law.

         16. HEADINGS. The headings used herein are for convenience only and
shall not be used in construing or interpreting any provision of the Agreement.

         17. GOVERNING LAW. The DGCL shall govern all issues concerning the
relative rights of the Company and the Indemnitee under this Agreement. All
other questions and obligations under this Agreement shall be construed and
enforced in accordance with the internal laws of the State of California,
without giving effect to any choice of law or conflict of law provision or rule


                                      -6-


(whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California. In any action, dispute, litigation or other proceeding concerning
this Agreement (including arbitration), exclusive jurisdiction shall be with the
courts of California, with the County of Orange being the sole venue for the
bringing of the action or proceeding.

         18. AMENDMENTS AND WAIVERS. No amendment, waiver, modification,
termination or cancellation of this Agreement shall be effective unless in
writing and signed by the party against whom enforcement is sought. The
indemnification rights afforded to the Indemnitee hereby are contract rights and
may not be diminished, eliminated or otherwise affected by amendments to the
Company's certificate of incorporation, bylaws or agreements, including any D&O
Insurance policies, whether the alleged actions or conduct giving rise to
indemnification hereunder arose before or after any such amendment. No waiver of
any provision of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof, whether or not similar, nor shall any waiver
constitute a continuing waiver.

         19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other.

         20. NOTICES. All notices and communications shall be in writing and
shall be deemed duly given on the date of delivery or on the date of receipt of
refusal indicated on the return receipt if sent by first class mail, postage
prepaid, registered or certified, return receipt requested, to the following
addresses, unless notice of a change of address is duly given by one party to
the other, in which case notices shall be sent to such changed address:

                  If to the Company:

                           Pacific Ethanol, Inc.
                           5711 N. West Avenue
                           Fresno, CA  93711
                           Attn:  Neil Koehler, Chief Executive Officer

                  with a copy, which shall not constitute notice to the Company,
                  to:

                           Rutan & Tucker, LLP
                           611 Anton Boulevard, Suite 1400
                           Costa Mesa, CA  92626
                           Attn: Larry A. Cerutti, Esq.

                  If to the Indemnitee, to the address set forth on the
                  signature page to this Agreement.

         21. SUBROGATION. In the event of any payment under this Agreement to or
on behalf of the Indemnitee, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of the Indemnitee against any
person, firm, corporation or other entity (other than the Company) and the
Indemnitee shall execute all papers requested by the Company and shall do any
and all things that may be necessary or desirable to secure such rights for the
Company, including the execution of such documents necessary or desirable to
enable the Company to effectively bring suit to enforce such rights.

                                      -7-


         22. SUBJECT MATTER AND PARTIES. The intended purpose of this Agreement
is to provide for indemnification and advancement of Expenses, and this
Agreement is not intended to affect any other aspect of any relationship between
the Indemnitee and the Company and is not intended to and shall not create any
rights in any person as a third party beneficiary hereunder.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of __________________, 2005.

         "Indemnitee"                Signature:_____________________________

                                     Print Name:____________________________

                                     Address For Notices:___________________

                                     _______________________________________

                                     _______________________________________



         "Company"                   PACIFIC ETHANOL, INC.,
                                     a Delaware corporation

                                     By:____________________________________

                                     Name: _________________________________

                                     Its: __________________________________


                                      -8-

EX-10.6

                                                                    EXHIBIT 10.6









                         EXECUTIVE EMPLOYMENT AGREEMENT

                              PACIFIC ETHANOL, INC.

                                       AND

                                  NEIL KOEHLER













                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----



1.       General Duties of Employer and Executive..............................1

2.       Compensation and Benefits.............................................2

3.       Preservation of Business; Fiduciary Responsibility....................3

4.       Term..................................................................3

5.       Termination Other Than by Expiration of the Term......................3

6.       Effect of Termination.................................................4

7.       Covenants of Confidentiality, Nondisclosure and Noncompetition........7

8.       Inventions............................................................8

9.       No Violation..........................................................9

10.      Return of Employer's Property.........................................9

11.      Injunctive Relief.....................................................9

12.      Dispute Resolution....................................................9

13.      Miscellaneous........................................................10

APPENDIX I - Certain Definitions

                                      -i-


                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and
entered into as of March 23, 2005 (the "EFFECTIVE DATE") by and between PACIFIC
ETHANOL, INC., a Delaware corporation ("EMPLOYER") and NEIL KOEHLER
("EXECUTIVE").

                                    RECITALS

         Employer desires that the Executive enter into an employment
relationship with Employer in order to provide the necessary leadership and
senior management skills that are important to the success of Employer. Employer
believes that obtaining the Executive's services as an employee of Employer and
the benefits of his business experience are of material importance to Employer
and Employer's stockholders.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of Executive's employment by Employer
and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Agreement to specify the terms and conditions of Executive's employment
relationship with Employer.

1.       GENERAL DUTIES OF EMPLOYER AND EXECUTIVE.
         -----------------------------------------

         1.1 Employer agrees to employ Executive and Executive agrees to accept
employment by Employer and to serve Employer in an executive capacity upon the
terms and conditions set forth herein. Employer hereby employs Executive as the
President and Chief Executive Officer of Employer as of the Effective Date,
reporting to the Board of Directors of Employer (the "BOARD"). Executive's
duties and responsibilities shall be those normally assumed by the President and
Chief Executive Officer of a publicly-owned company similarly situated to
Employer, as well as such other or additional duties, as may from time-to-time
be assigned to Executive by the Board. Such other or additional duties shall be
consistent with the senior executive functions referenced above. Executive shall
be provided with an office and the administrative support reasonably necessary
to fulfill the responsibilities assumed by Executive under this Agreement.

         1.2 While employed hereunder, Executive shall use his best efforts to
obey the lawful directions of the Board. Executive shall also use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation of Employer. While employed hereunder, Executive shall devote his
full business time, efforts, skills and attention to the affairs of Employer and
faithfully perform his duties and responsibilities hereunder.

         1.3 While this Agreement is in effect, Executive may from time to time
engage in any activities that do not compete directly with Employer, provided
that such activities do not interfere with his performance of his duties.
Executive shall be permitted to (i) invest his personal assets as a passive
investor in such form or manner as Executive may choose in his discretion, (ii)
participate in various charitable efforts, and (iii) serve as a member of the
Board of Directors of other corporations which are not competitors of Employer.



2.       COMPENSATION AND BENEFITS.
         --------------------------

         2.1 As compensation for his services to Employer, Employer shall pay to
Executive an annual base salary of Two Hundred Thousand Dollars ($200,000)
during the first 12-month period that this Agreement is in effect, payable in
equal semimonthly payments or in accordance with the Employer's regular payroll
policy for salaried employees (the "SALARY"). Thereafter, or earlier from time
to time in the discretion of the Compensation Committee of the Board, but not
less frequently than annually, the Compensation Committee shall perform a review
of the Executive's Salary based on Executive's performance of his duties and the
Employer's other compensation policies. The Compensation Committee may, in its
sole discretion, increase (but not decrease) the Salary following such review.

         2.2 In addition, Executive shall be entitled to receive a cash bonus
not to exceed fifty percent (50%) of his base salary to be paid based upon
performance criteria to be established by the Board of Directors of Employer on
an annual basis ("INCENTIVE BONUS") and an additional cash bonus not to exceed
50% of the net free cash flow (defined as revenues of Kinergy Marketing, LLC,
less Executive's salary and Incentive Bonus, less capital expenditures and all
expenses incurred specific to Kinergy Marketing, LLC), subject to a maximum of
$300,000 in any given year; provided, however, that such percentage will be
reduced by ten percentage points each year, such that 2009 will be the final
year of such bonus at 10% of net free cash flow.

         2.3 Upon Executive's furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, for gifts, travel and entertainment and cellular
telephone expenses) and containing sufficient information to establish the
amount, date, place and essential character of the expenditure, Executive shall
be reimbursed for such costs and expenses in accordance with Employer's normal
expense reimbursement policy.

         2.4 As long as this Agreement is in effect, Executive shall be entitled
to participate in the medical (including hospitalization), dental, life and
disability insurance plans, to the extent offered by Employer, and in amounts
consistent with the Employer's policy, for other senior executive officers of
Employer, with premiums for all such insurance for Executive and his dependents
to be paid by Employer (or, if unable due to Executive's location of permanent
residence, Employer shall reimburse Executive up to $1,000 per month for
obtaining health insurance coverage on his own).

         2.5 Executive shall have the right to participate in any additional
compensation, benefit, pension, stock option, stock purchase, 401(k) or other
plan or arrangement of Employer now or hereafter existing for the benefit of
other senior executive officers of Employer. Executive's participation in
Employer's stock option plan shall be developed in relative proportion to
Executive's position with Employer.

                                      -2-


         2.6 Executive shall be entitled to vacation (but in no event less than
three (3) weeks per year), holiday and other paid or unpaid leaves of absence
consistent with Employer's normal policies for other senior executive officers
of Employer or as otherwise approved by the Board. Executive shall be entitled
to accrue vacation time for one year. If he does not take the accrued vacation
during the next year, he shall be paid for the unused vacation at his Salary
rate then in effect.

3.       PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY.
         ---------------------------------------------------

         Executive shall use his best efforts to preserve the business and
organization of Employer and to preserve the business relations of Employer. So
long as the Executive is employed by Employer, Executive shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.

4.       TERM.
         -----

         The term of this Agreement shall commence on the Effective Date and
shall end on the third (3rd) anniversary of the Effective Date; provided,
however, that this Agreement shall automatically renew for successive one (1)
year periods unless, at least 90 days prior to the expiration of the initial
term or any renewal term, either party gives written notice to the other of his
or its intention not to renew.

5.       TERMINATION OTHER THAN BY EXPIRATION OF THE TERM.
         -------------------------------------------------

         Employer or Executive may terminate Executive's employment under this
Agreement at any time, but only on the following terms:

         5.1 Either Executive or Employer may terminate this Agreement in
accordance with SECTION 4.

         5.2 Employer may terminate Executive's employment under this Agreement
at any time for "Due Cause" (as defined in APPENDIX I attached hereto and
incorporated herein by this reference) upon the good faith determination by the
Board that Due Cause exists for the termination of the employment relationship.

         5.3 If Executive is incapacitated by accident, sickness or otherwise so
as to render Executive mentally or physically incapable of performing the
services required under SECTION 1 of this Agreement for a period of 180
consecutive days, and the incapacity is confirmed by the written opinion of two
practicing medical doctors licensed by and in good standing in the State of
California (one selected by Employer and one by Executive), upon the expiration
of that period or at any time reasonably thereafter, Employer may terminate
Executive's employment under this Agreement upon giving Executive or his legal
representative written notice at least 30 days prior to the termination date,
subject to the provisions of SECTION 6.2. Executive agrees, after written notice
by the Board, to submit to examinations by the practicing medical doctors. If
the medical doctors do not agree as to whether Executive is disabled, they shall
promptly select a mutually acceptable third practicing medical doctor to further
evaluate Executive, whose conclusion shall be rendered, in writing, within ten
days of his or her selection. The conclusion of the third practicing medical
doctor shall be final and binding on Employer and Executive.

                                      -3-


         5.4 This Agreement shall terminate immediately upon Executive's death,
subject to the provisions of SECTION 6.2.

         5.5 Subject to the provisions of SECTION 6.3, Employer may terminate
Executive's employment under this Agreement at any time for any reason
whatsoever, even without Due Cause, by giving a written notice of termination to
Executive, in which case the employment relationship shall terminate immediately
upon the giving of the notice. If Employer terminates the employment of
Executive other than (i) pursuant to SECTION 5.2 for Due Cause, (ii) due to
incapacity pursuant to SECTION 5.3 or due to Executive's death pursuant to
SECTION 5.4, or (iii) Executive's retirement, then the action by Employer,
unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive's employment (a "CONSTRUCTIVE
TERMINATION"), and, in that event, Executive shall be entitled to receive the
compensation set forth in SECTION 6.3.

         5.6 Executive may terminate this Agreement at any time for "Good
Reason" (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) within 30 days after Executive learns of the event or condition
constituting "Good Reason" and, in that event, shall be entitled to receive the
compensation set forth in SECTION 6.3.

6.       EFFECT OF TERMINATION.
         ----------------------

         6.1 If the employment relationship is terminated (a) by Executive upon
90 days' written notice pursuant to SECTION 4, (b) by Employer for Due Cause
pursuant to SECTION 5.2, or (c) by Executive breaching this Agreement by
refusing to continue his employment and failing to give the requisite 90 days'
written notice, all compensation and benefits shall cease as of the date of
termination, other than: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Executive that are earned and vested by the date of termination; (ii)
Executive's pro rata annual Salary (as in effect as of the date of termination,
payable in the manner as prescribed in the second sentence of SECTION 2.1)
through the date of termination; (iii) any stock options which have vested as of
the date of termination pursuant to the terms of the Agreement granting the
options; and (iv) accrued vacation as required by California law.

         6.2 If Executive's employment relationship is terminated due to
Executive's incapacity pursuant to SECTION 5.3 or due to Executive's death
pursuant to SECTION 5.4, Executive or Executive's estate or legal
representative, will be entitled to (i) those benefits that are provided by
retirement and benefits plans and programs specifically adopted and approved by
Employer for Executive that are earned and vested at the date of termination, a
prorated Incentive Bonus for the fiscal year in which incapacity or death
occurs, and, even though no longer employed by Employer, Executive shall
continue to receive the annual Salary compensation (as in effect as of the date
of termination, payable in the manner as prescribed in the second sentence of
SECTION 2.1) for six months following the date of termination, offset, however,
by any payments received by Executive as a result of any disability insurance
maintained by Employer for Executive's benefit.

                                      -4-


         6.3 In the event of a termination of this Agreement by Executive for
Good Reason, then Employer shall:

                  (a) pay to Executive on the date of termination his Salary in
         effect as of the date of termination through the end of the month
         during which the termination occurs plus credit for any vacation earned
         but not taken;

                  (b) pay to Executive, as severance pay, three months of
         Executive's Salary in effect as of the date of termination during the
         first year after termination, and six months of Executive's Salary in
         effect as of the date of termination during the second year after
         termination, with such amounts payable in equal semimonthly payments in
         accordance with the Employer's regular payroll policy for salaried
         employees; provided, however, that Employer may, in lieu of such
         payments, pay to Executive a lump sum severance payment equal to the
         amount of Executive's Salary in effect as of the date of termination;

                  (c) pay to Executive the prorated Incentive Bonus for the
         fiscal year during which termination occurs; and

                  (d) maintain, at Employer's expense, in full force and effect,
         for Executive's continued benefit, all medical and life insurance to
         which Executive was entitled immediately prior to the date of
         termination (or at the election of Executive in the event of a Change
         in Control, immediately prior to the date of the Change in Control)
         until the earliest of (i) 12 months or (ii) the date or dates that
         Executive's continued participation in Employer's medical and/or life
         insurance plans, as applicable, is not possible under the terms of the
         plans (the earliest of (i) and (ii) is referred to herein as the
         "BENEFITS DATE"). If Employer's medical and/or life insurance plans do
         not allow Executive's continued participation in the plan or plans,
         then Employer will pay to Executive, in monthly installments, from the
         date on which Executive's participation in the medical and/or life
         insurance, as applicable, is prohibited until the Benefits Date, the
         monthly premium or premiums which had been payable by Employer with
         respect to Executive for the discontinued medical and/or life
         insurance, as applicable.

         6.4 Anything in this Agreement to the contrary notwithstanding, if the
Auditors (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) determine that any payment or distribution by Employer to or for
the benefit of Executive, whether paid or payable (or distributed or
distributable) pursuant to the terms of this Agreement or otherwise (a
"PAYMENT"), would be nondeductible by Employer for federal income tax purposes
because of the application of Section 280G of the Code (as defined in APPENDIX I
attached hereto and incorporated herein by this reference), or because of the
application of any federal or state income tax law enacted after the date hereof
which restricts or limits the deductibility of compensation paid to an Executive
(a "SUBSEQUENT LAW"), then the aggregate present value of the amounts payable or
distributable to or for the benefit of Executive pursuant to this Agreement (the
"PAYMENTS") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this SECTION 6.4, the "REDUCED AMOUNT" shall be an amount which
maximizes the aggregate amount of Payments without causing any Payment to be
nondeductible by Employer because of the application of Subsequent Law, or which
maximizes the aggregate present value of Payments without causing any Payment to
be nondeductible by Employer because of the application of Section 280G of the
Code. For purposes of this Section 6.4, present value shall be determined in
accordance with Section 280G(d)(4) of the Code and Income Tax Regulations
promulgated thereunder.

                                      -5-


         6.5 If the Auditors determine that any Payment would be nondeductible
by Employer because of the application of Section 280G of the Code, or because
of the application of Subsequent Law, then Employer shall promptly give notice
to that effect and a copy of the detailed calculation thereof and of the Reduced
Amount, and Executive may then elect, in his sole discretion, which and how much
of the Payments shall be eliminated or reduced (as long as after the election
the aggregate present value of the Payments equals the Reduced Amount) and shall
advise Employer in writing of his election within 20 days of his receipt of
notice. If no election is made by Executive within such 20 day period, then
Employer may elect which and how much of the Payments shall be eliminated or
reduced (as long as after the election the aggregate present value of Executive
Payments equals the Reduced Amount) and shall notify Executive promptly of the
election. All determinations made by the Auditors under this SECTION 6.5 and
SECTION 6.4 shall be binding upon Employer and Executive and shall be made
within 60 days of Executive's termination of employment. As promptly as
practicable following the determination and the elections hereunder, Employer
shall pay to or distribute to or for the benefit of Executive the amounts then
due to him under this Agreement, as modified by SECTION 6.4 and this SECTION
6.5, and shall promptly pay to or distribute for the benefit of Executive in the
future the amounts that become due to him under this Agreement.

         6.6 If the Auditors determine that Payments have been made by Employer
which should not have been made ("OVERPAYMENTS") or that additional Payments
which will not have been made by Employer could be due ("Underpayments"),
consistent in each case with the calculation of the Reduced Amount pursuant to
SECTION 6.4, then the following actions are to be taken: If the Auditors, based
upon the assertion of a deficiency by the Internal Revenue Service against
Employer or Executive which the Auditors believe has a high probability of
success, determine that an Overpayment has been made, the Overpayment shall be
treated for all purposes as a loan to Executive which he shall repay to
Employer, together with interest at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code. If the Auditors, based upon controlling
precedent, determine that an Underpayment has occurred, the Underpayment shall
promptly be paid by Employer to or for the benefit of Executive, together with
interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code.

         6.7 Executive shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another Employer after the date of termination, or otherwise.

         6.8 Except as expressly provided herein, the provisions of this
Agreement, and any payment or benefit provided for hereunder, shall not reduce
any amounts otherwise payable, or in any way diminish Executive's existing
rights, or rights which would accrue solely as a result of the passage of time,
under any Employer benefit plan, employment agreement or other contract, plan or
arrangement.

                                      -6-


         6.9 Except as may be required pursuant to SECTION 6.4, the amount of
any payment provided under this Agreement shall not be reduced by reason of any
present value calculation.

         6.10 Upon termination of this Agreement, compensation and benefits
shall be paid to the Executive as set forth in the applicable subsection of this
SECTION 6 and stock options granted to Executive, if any, shall be governed by
the provisions of all stock option agreements between Employer and Executive. In
the event of a termination of this Agreement by Executive for Good Reason, all
other rights and benefits Executive may have under the employee and/or executive
benefit plans and arrangements of Employer generally shall be determined in
accordance with the terms and conditions of those plans and arrangements.

7.       COVENANTS OF CONFIDENTIALITY, NONDISCLOSURE AND NONCOMPETITION.
         ---------------------------------------------------------------

         7.1 During the term of this Agreement, Employer will provide to
Executive certain confidential and proprietary information owned by Employer as
more fully described below. Executive acknowledges that he occupies or will
occupy a position of trust and confidence with Employer, and that Employer would
be irreparably damaged if Executive were to breach the covenants set forth in
this SECTION 7.1. Accordingly, Executive agrees that he will not, without the
prior written consent of Employer, at any time during the term of this Agreement
or any time thereafter, except as may be required by competent legal authority
or as required by Employer to be disclosed in the course of performing
Executive's duties under this Agreement for Employer, use or disclose to any
person, firm or other legal entity, any confidential records, secrets or
information obtained by Executive during his employment hereunder related to
Employer or any parent, subsidiary or affiliated person or entity (collectively,
"CONFIDENTIAL INFORMATION"). Confidential Information shall include, without
limitation, information about Employer's Inventions (as defined in SECTION 8.1),
customer lists and product pricing, data, know-how, formulae, processes, ideas,
past, current and planned product development, market studies, computer software
and programs, database and network technologies, strategic planning and risk
management. Executive acknowledges and agrees that all Confidential Information
of Employer and/or its affiliates will be received in confidence and as a
fiduciary of Employer. Executive will exercise utmost diligence to protect and
guard the Confidential Information.

         7.2 Executive agrees that he will not, without the express written
consent of the Board, take with him upon the termination of this Agreement, any
document or paper, or any photocopy or reproduction or duplication thereof,
relating to any Confidential Information.

         7.3 Executive agrees that, while Executive is employed with Employer
and for a period of 24 months after the date of termination of this Agreement
(the "RESTRICTED PERIOD"), provided that Executive continues to be paid his
Salary (as in effect at the date of termination) during the Restricted Period,
he will not, either directly or indirectly, have an interest in any business
(whether as manager, operator, licensor, licensee, partner, 5% or greater equity
holder, employee, consultant, director, advisor or otherwise) competitive with
Employer or any of its business activities or solicit individuals or other
entities that are customers or competitors of Employer during the six-month
period immediately prior to the date of termination of this Agreement. Executive
also agrees that, for the Restricted Period, he will not, either directly or
indirectly, solicit any employee of Employer to terminate his employment with
Employer.

                                      -7-


         7.4 For purposes of this SECTION 7, "EMPLOYER" shall include any of its
subsidiaries or any other entity in which it holds a 50% or greater equity
interest.

8.       INVENTIONS.
         -----------

         8.1 Any and all inventions, product, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs or styles,
software applications or programs (collectively, "INVENTIONS") made, developed
or created by Executive, alone or in conjunction with others, during regular
hours of work or otherwise, during the term of Executive's employment with
Employer and for a period of two years thereafter that may be directly or
indirectly related to the business of, or tests being carried out by, Employer,
or any of its subsidiaries, shall be promptly disclosed by Executive to Employer
and shall be Employer's exclusive property. The following provisions of the
California Labor Code shall supplement this SECTION 8.1:

                  SECTION 2870 OF THE CALIFORNIA LABOR CODE

                  APPLICATION OF PROVISIONS PROVIDING THAT EMPLOYEE SHALL ASSIGN
                  --------------------------------------------------------------
                  OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.
                  ---------------------------------------------------

                           (a) Any provision in an employment agreement which
                  provides that an employee shall assign, or offer to assign,
                  any of his or her rights in an invention to his or her
                  employer shall not apply to an invention that the employee
                  developed entirely on his or her own time without using
                  employer's equipment, supplies, facilities, or trade secret
                  information except for those inventions that either:

                                    (1) Relate at the time of conception or
                          reduction to practice of the invention to employer's
                          business, or actual or demonstrably anticipated
                          research or development of employer, or

                                    (2) Result from any work performed by the
                          employee for employer.

                           (b) To the extent a provision in an employment
                  agreement purports to require an employee to assign an
                  invention otherwise excluded from being required to be
                  assigned under subdivision (a), the provision is against the
                  public policy of this state and is unenforceable.

                                      -8-


         8.2 Executive will, upon Employer's request and without additional
compensation, execute any documents necessary or advisable in the opinion of
Employer's legal counsel to direct the issuance of patents to Employer with
respect to Inventions that are to be Employer's exclusive property under this
SECTION 8 or to vest in Employer title to the Inventions; the expense of
securing any patent, however, shall be borne by Employer.

         8.3 Executive will hold for Employer's sole benefit any Invention that
is to be Employer's exclusive property under this SECTION 8 for which no patent
is issued.

9.       NO VIOLATION.
         -------------

         Executive represents that he is not bound by any Agreement with any
former employer or other party that would be violated by Executive's employment
by Employer.

10.      RETURN OF EMPLOYER'S PROPERTY.
         ------------------------------

         Upon the termination of this Agreement or whenever requested by
Employer, Executive shall immediately deliver to Employer all property in his
possession or under his control belonging to Employer, in good condition,
ordinary wear and tear excepted.

11.      INJUNCTIVE RELIEF.
         ------------------

         Executive acknowledges that the breach, or threatened breach, by
Executive of the provisions of this Agreement shall cause irreparable harm to
Employer, which harm cannot be fully redressed by the payment of damages to
Employer. Accordingly, Employer shall be entitled, in addition to any other
right or remedy it may have at law or in equity, to seek an injunction or
restraining Executive from any violation or threatened violation of this
Agreement.

12.      DISPUTE RESOLUTION.
         -------------------

         Subject to SECTION 11, all claims, disputes and other matters in
controversy ("DISPUTE") arising, directly or indirectly out of or related to
this Agreement, or the breach thereof, whether contractual or noncontractual,
and whether during the term or after the termination of this Agreement, shall be
resolved exclusively according to the procedures set forth in this SECTION 12,
and not through resort to any judicial proceedings.

         12.1 Neither party shall commence an arbitration proceeding pursuant to
the provisions of SECTION 12.2 unless that party first gives a written notice (a
"DISPUTE NOTICE") to the other party setting forth the nature of the dispute.
The parties shall attempt in good faith to resolve the dispute by mediation
under the American Arbitration Association Commercial Mediation Rules in effect
on the date of the Dispute Notice. If the parties cannot agree on the selection
of a mediator within 20 days after delivery of the Dispute Notice, the mediator
will be selected by the American Arbitration Association. If the dispute has not
been resolved by mediation within 60 days after delivery of the Dispute Notice,
then the dispute shall be determined by arbitration in accordance with the
provisions below.

         12.2 Any dispute that is not settled by mediation as provided in
SECTION 12.1 shall be resolved by arbitration before a single arbitrator
appointed by the American Arbitration Association or its successor in Fresno,
California. The determination of the arbitrator shall be final and absolute. The
arbitrator shall be governed by the duly promulgated rules and regulations of


                                      -9-


the American Arbitration Association or its successor then in effect, and the
pertinent provisions of the laws of the State of California relating to
arbitration. The decision of the arbitrator may be entered as a final judgment
in any court of the State of California or elsewhere. The prevailing party in
any such arbitration shall also be entitled to recover reasonable attorneys',
accountants' and experts' fees and costs of suit in addition to any other relief
awarded the prevailing party.

13.      MISCELLANEOUS.
         --------------

         13.1 If any provisions contained in this Agreement is for any reason
held to be totally invalid or unenforceable, such provision will be fully
severable, and in lieu of such invalid or unenforceable provision there will be
added automatically as part of this Agreement a provision as similar in terms as
may be valid and enforceable.

         13.2 All notices and other communications required or permitted
hereunder or necessary or convenience in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested or hand delivered, as follows (provided
that notice of change of address shall be deemed given only when received):

         If to Employer:            Pacific Ethanol, Inc.
                                    5711 N. West Avenue
                                    Fresno, California 93711
                                    Attention: Compensation Committee

         If to Executive:           1260 Lake Blvd., Suite 225
                                    Davis, California 95616

or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this SECTION 13.2.

         13.3 This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and Executive, his
heirs, executors, administrators, representatives, legatees and permitted
assigns. Executive agrees that his rights and obligations hereunder are personal
to him and may not be assigned without the express written consent of Employer.
If Executive should die while any amounts are due to him pursuant to this
Agreement, all such amounts shall be paid to Executive's devisee, legatee or
other designee, or if there be no such designee, to Executive's estate. Employer
will require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Employer, by Agreement in form and substance satisfactory to
Executive and his legal counsel, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform each of them if no such
succession or assignment had taken place. Any failure of Employer to obtain such
Agreement prior to the effectiveness of any such succession or assignment shall
be a material breach of this Agreement and shall entitle Executive to terminate
Executive's employment for Good Reason. As used in this Agreement, "EMPLOYER"
means SSP Solutions. Inc. and any successor or assign to its business and/or


                                      -10-


assets which executes and delivers the Agreement provided for in this Section or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law. If at any time during the term of this Agreement Executive
is employed by any company a majority of the voting securities of which is then
owned by Employer, "EMPLOYER" as used in this Agreement shall in addition
include that subsidiary company. In that event, Employer agrees that it shall
pay or shall cause the subsidiary company to pay any amounts owed to Executive
pursuant to this Agreement.

         13.4 This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Executive
and Employer with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by Employer to execute that document.

         13.5 The laws of the State of California will govern the
interpretation, validity and effect of this Agreement without regard to
principles of conflicts of law, the place of execution or the place for
performance thereof. Employer and Executive agree that the state and federal
courts situated in Fresno County, California shall have personal jurisdiction
over Employer and Executive to hear all disputes arising under this Agreement.
This Agreement is to be at least partially performed in Fresno County,
California and, as such, Employer and Executive agree that venue shall be proper
with the state or federal courts in Fresno County, California to hear such
disputes.

         13.6 Executive and Employer shall execute and deliver any and all
additional instruments and agreements that may be necessary or proper to carry
out the purposes of this Agreement.

         13.7 The descriptive headings of the several sections of this Agreement
are inserted for convenience only and do not constitute a party of this
Agreement.

         13.8 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same Agreement.

         13.9 Executive acknowledges that Executive has had the opportunity to
read this Agreement and discuss it with advisors and legal counsel, if Executive
has so chosen. Executive also acknowledges the importance of this Agreement and
that Employer is relying on this Agreement in entering into an employment
relationship with Executive.

                            (Signature page follows.)


                                      -11-



         The undersigned, intending to be legally bound, have executed this
Agreement on the date first written above.

EMPLOYER:                            PACIFIC ETHANOL, INC.


                                     By: /S/ RYAN TURNER
                                         ------------------------------------
                                         Ryan Turner, Chief Operating Officer



EXECUTIVE:                               /S/ NEIL KOEHLER
                                         ------------------------------------
                                         Neil Koehler


                                      -12-



                                   APPENDIX I

                             ADDITIONAL DEFINITIONS
                             ----------------------

         For purposes of this Agreement, the following additional capitalized
terms shall have the respective definitions set forth below:

         AUDITORS. The term "AUDITORS" means Employer's independent auditors.

         BENEFIT PLAN. The term "BENEFIT PLAN" means any benefit plan or
arrangement (including, without limitation, Employer's profit sharing or stock
option plans, if any, and medical, disability and life insurance plans) in which
Executive is participating (or any other plans providing Executive with
substantially similar benefits).

         CHANGE IN CONTROL. A "CHANGE IN CONTROL" of Employer shall be deemed to
have occurred if, in a single transaction or series of related transactions: (i)
any person (as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")), other than a trustee or fiduciary
holding securities under an employment benefit program is or becomes a
"beneficial owner" (as defined in Rule 13-3 under the Exchange Act), directly or
indirectly of securities of Employer representing 51% or more of the combined
voting power of Employer, (ii) there is a merger (other than a reincorporation
merger) or consolidation in which Employer does not survive as an independent
company, or (iii) the business of Employer is disposed of pursuant to a sale of
assets.

         CODE. The term "CODE" means the Internal Revenue Code of 1986, as
amended.

         DUE CAUSE. The term "DUE CAUSE" means any of the following events:

                  (a) any intentional misapplication by Executive of Employer's
         funds or other material assets, or any other act of dishonesty
         injurious to Employer committed by Executive; or

                  (b) Executive's conviction of (i) a felony or (ii) a crime
         involving moral turpitude; or

                  (c) Executive's use or possession of any controlled substance
         or chronic abuse of alcoholic beverages, which use or possession the
         Board reasonably determines renders Executive unfit to serve in his
         capacity as a senior executive of Employer; or

                  (d) Executive's breach, nonperformance or nonobservance of any
         of the terms of this Agreement, including but not limited to
         Executive's failure to adequately perform his duties or comply with the
         reasonable directions of the Board. Notwithstanding anything in the
         foregoing subsections (c) or (d) to the contrary, Employer shall not
         terminate Executive unless the Board first provides Executive with a
         written memorandum describing in detail how his performance hereunder
         is not satisfactory and Executive is given a reasonable period of time
         (not less than 30 days) to remedy the unsatisfactory performance
         related by the Board to Executive in that memorandum. A determination
         of whether Executive has satisfactorily remedied the unsatisfactory


                                      -13-


         performance shall be promptly made by a majority of the disinterested
         directors of the Board (or the entire Board, but not including
         Executive, if there are no disinterested directors) at the end of the
         period provided to Executive for remedy, and their determination shall
         be final.

         GOOD REASON. The term "GOOD REASON" as used in this Agreement shall
mean any of the following which occur without Executive's express written
consent:

                  (e) a general assignment by Employer for the benefit of
         creditors or filing by Employer of a voluntary bankruptcy petition or
         the filing against Employer of any involuntary bankruptcy which remains
         undismissed for thirty days or more or if a trustee, receiver or
         liquidator is appointed;

                  (f) any material changes in Executive's titles, duties or
         responsibilities; or

                  (g) Executive is not paid the compensation and benefits
         required under this Agreement;

                  PROVIDED, HOWEVER, that any of the foregoing actions shall not
         be considered to be Good Reason if the action is undertaken by Employer
         as a termination for Due Cause.

                                      -14-

EX-10.7

                                                                    EXHIBIT 10.7






                         EXECUTIVE EMPLOYMENT AGREEMENT

                              PACIFIC ETHANOL, INC.

                                       AND

                                   RYAN TURNER










                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----



1.       General Duties of Employer and Executive..............................1

2.       Compensation and Benefits.............................................2

3.       Preservation of Business; Fiduciary Responsibility....................3

4.       Term..................................................................3

5.       Termination Other Than by Expiration of the Term......................3

6.       Effect of Termination.................................................4

7.       Covenants of Confidentiality, Nondisclosure and Noncompetition........7

8.       Inventions............................................................8

9.       No Violation..........................................................9

10.      Return of Employer's Property.........................................9

11.      Injunctive Relief.....................................................9

12.      Dispute Resolution....................................................9

13.      Miscellaneous........................................................10

APPENDIX I - Certain Definitions

                                      -i-


                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and
entered into as of March 23, 2005 (the "EFFECTIVE DATE") by and between PACIFIC
ETHANOL, INC., a Delaware corporation ("EMPLOYER") and RYAN TURNER
("EXECUTIVE").

                                    RECITALS

         Employer desires that the Executive enter into an employment
relationship with Employer in order to provide the necessary leadership and
senior management skills that are important to the success of Employer. Employer
believes that obtaining the Executive's services as an employee of Employer and
the benefits of his business experience are of material importance to Employer
and Employer's stockholders.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of Executive's employment by Employer
and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Agreement to specify the terms and conditions of Executive's employment
relationship with Employer.

1.       GENERAL DUTIES OF EMPLOYER AND EXECUTIVE.
         -----------------------------------------

         1.1 Employer agrees to employ Executive and Executive agrees to accept
employment by Employer and to serve Employer in an executive capacity upon the
terms and conditions set forth herein. Employer hereby employs Executive as the
President and Chief Executive Officer of Employer as of the Effective Date,
reporting to the Board of Directors of Employer (the "BOARD"). Executive's
duties and responsibilities shall be those normally assumed by the Chief
Operating Officer and Secretary of a publicly-owned company similarly situated
to Employer, as well as such other or additional duties, as may from
time-to-time be assigned to Executive by the Board. Such other or additional
duties shall be consistent with the senior executive functions referenced above.
Executive shall be provided with an office and the administrative support
reasonably necessary to fulfill the responsibilities assumed by Executive under
this Agreement.

         1.2 While employed hereunder, Executive shall use his best efforts to
obey the lawful directions of the Board. Executive shall also use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation of Employer. While employed hereunder, Executive shall devote his
full business time, efforts, skills and attention to the affairs of Employer and
faithfully perform his duties and responsibilities hereunder.

         1.3 While this Agreement is in effect, Executive may from time to time
engage in any activities that do not compete directly with Employer, provided
that such activities do not interfere with his performance of his duties.
Executive shall be permitted to (i) invest his personal assets as a passive
investor in such form or manner as Executive may choose in his discretion, (ii)
participate in various charitable efforts, and (iii) serve as a member of the
Board of Directors of other corporations which are not competitors of Employer.



2.       COMPENSATION AND BENEFITS.
         --------------------------

         2.1 As compensation for his services to Employer, Employer shall pay to
Executive an annual base salary of One Hundred Twenty-Five Thousand Dollars
($125,000) during the first 12-month period that this Agreement is in effect,
payable in equal semimonthly payments or in accordance with the Employer's
regular payroll policy for salaried employees (the "SALARY"). Thereafter, or
earlier from time to time in the discretion of the Compensation Committee of the
Board, but not less frequently than annually, the Compensation Committee shall
perform a review of the Executive's Salary based on Executive's performance of
his duties and the Employer's other compensation policies. The Compensation
Committee may, in its sole discretion, increase (but not decrease) the Salary
following such review.

         2.2 In addition, Executive shall be entitled to receive a cash bonus
not to exceed fifty percent (50%) of his base salary to be paid based upon
performance criteria to be established by the Board of Directors of Employer on
an annual basis ("INCENTIVE BONUS").

         2.3 Upon Executive's furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, for gifts, travel and entertainment and cellular
telephone expenses) and containing sufficient information to establish the
amount, date, place and essential character of the expenditure, Executive shall
be reimbursed for such costs and expenses in accordance with Employer's normal
expense reimbursement policy.

         2.4 As long as this Agreement is in effect, Executive shall be entitled
to participate in the medical (including hospitalization), dental, life and
disability insurance plans, to the extent offered by Employer, and in amounts
consistent with the Employer's policy, for other senior executive officers of
Employer, with premiums for all such insurance for Executive and his dependents
to be paid by Employer (or, if unable due to Executive's location of permanent
residence, Employer shall reimburse Executive up to $1,000 per month for
obtaining health insurance coverage on his own).

         2.5 Executive shall have the right to participate in any additional
compensation, benefit, pension, stock option, stock purchase, 401(k) or other
plan or arrangement of Employer now or hereafter existing for the benefit of
other senior executive officers of Employer. Executive's participation in
Employer's stock option plan shall be developed in relative proportion to
Executive's position with Employer.

         2.6 Executive shall be entitled to vacation (but in no event less than
three (3) weeks per year), holiday and other paid or unpaid leaves of absence
consistent with Employer's normal policies for other senior executive officers
of Employer or as otherwise approved by the Board. Executive shall be entitled
to accrue vacation time for one year. If he does not take the accrued vacation
during the next year, he shall be paid for the unused vacation at his Salary
rate then in effect.

                                      -2-


3.       PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY.
         ---------------------------------------------------

         Executive shall use his best efforts to preserve the business and
organization of Employer and to preserve the business relations of Employer. So
long as the Executive is employed by Employer, Executive shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.

4.       TERM.
         -----

         The term of this Agreement shall commence on the Effective Date and
shall end on the first (1st) anniversary of the Effective Date; provided,
however, that this Agreement shall automatically renew for successive one (1)
year periods unless, at least 90 days prior to the expiration of the initial
term or any renewal term, either party gives written notice to the other of his
or its intention not to renew.

5.       TERMINATION OTHER THAN BY EXPIRATION OF THE TERM.
         -------------------------------------------------

         Employer or Executive may terminate Executive's employment under this
Agreement at any time, but only on the following terms:

         5.1 Either Executive or Employer may terminate this Agreement in
accordance with SECTION 4.

         5.2 Employer may terminate Executive's employment under this Agreement
at any time for "Due Cause" (as defined in APPENDIX I attached hereto and
incorporated herein by this reference) upon the good faith determination by the
Board that Due Cause exists for the termination of the employment relationship.

         5.3 If Executive is incapacitated by accident, sickness or otherwise so
as to render Executive mentally or physically incapable of performing the
services required under SECTION 1 of this Agreement for a period of 180
consecutive days, and the incapacity is confirmed by the written opinion of two
practicing medical doctors licensed by and in good standing in the State of
California (one selected by Employer and one by Executive), upon the expiration
of that period or at any time reasonably thereafter, Employer may terminate
Executive's employment under this Agreement upon giving Executive or his legal
representative written notice at least 30 days prior to the termination date,
subject to the provisions of SECTION 6.2. Executive agrees, after written notice
by the Board, to submit to examinations by the practicing medical doctors. If
the medical doctors do not agree as to whether Executive is disabled, they shall
promptly select a mutually acceptable third practicing medical doctor to further
evaluate Executive, whose conclusion shall be rendered, in writing, within ten
days of his or her selection. The conclusion of the third practicing medical
doctor shall be final and binding on Employer and Executive.

         5.4 This Agreement shall terminate immediately upon Executive's death,
subject to the provisions of SECTION 6.2.

                                      -3-


         5.5 Subject to the provisions of SECTION 6.3, Employer may terminate
Executive's employment under this Agreement at any time for any reason
whatsoever, even without Due Cause, by giving a written notice of termination to
Executive, in which case the employment relationship shall terminate immediately
upon the giving of the notice. If Employer terminates the employment of
Executive other than (i) pursuant to SECTION 5.2 for Due Cause, (ii) due to
incapacity pursuant to SECTION 5.3 or due to Executive's death pursuant to
SECTION 5.4, or (iii) Executive's retirement, then the action by Employer,
unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive's employment (a "CONSTRUCTIVE
TERMINATION"), and, in that event, Executive shall be entitled to receive the
compensation set forth in SECTION 6.3.

         5.6 Executive may terminate this Agreement at any time for "Good
Reason" (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) within 30 days after Executive learns of the event or condition
constituting "Good Reason" and, in that event, shall be entitled to receive the
compensation set forth in SECTION 6.3.

6. EFFECT OF TERMINATION.

         6.1 If the employment relationship is terminated (a) by Executive upon
90 days' written notice pursuant to SECTION 4, (b) by Employer for Due Cause
pursuant to SECTION 5.2, or (c) by Executive breaching this Agreement by
refusing to continue his employment and failing to give the requisite 90 days'
written notice, all compensation and benefits shall cease as of the date of
termination, other than: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Executive that are earned and vested by the date of termination; (ii)
Executive's pro rata annual Salary (as in effect as of the date of termination,
payable in the manner as prescribed in the second sentence of SECTION 2.1)
through the date of termination; (iii) any stock options which have vested as of
the date of termination pursuant to the terms of the Agreement granting the
options; and (iv) accrued vacation as required by California law.

         6.2 If Executive's employment relationship is terminated due to
Executive's incapacity pursuant to SECTION 5.3 or due to Executive's death
pursuant to SECTION 5.4, Executive or Executive's estate or legal
representative, will be entitled to (i) those benefits that are provided by
retirement and benefits plans and programs specifically adopted and approved by
Employer for Executive that are earned and vested at the date of termination, a
prorated Incentive Bonus for the fiscal year in which incapacity or death
occurs, and, even though no longer employed by Employer, Executive shall
continue to receive the annual Salary compensation (as in effect as of the date
of termination, payable in the manner as prescribed in the second sentence of
SECTION 2.1) for six months following the date of termination, offset, however,
by any payments received by Executive as a result of any disability insurance
maintained by Employer for Executive's benefit.

         6.3 In the event of a termination of this Agreement by Executive for
Good Reason, then Employer shall:

                  (a) pay to Executive on the date of termination his Salary in
         effect as of the date of termination through the end of the month
         during which the termination occurs plus credit for any vacation earned
         but not taken;

                                      -4-


                  (b) pay to Executive, as severance pay, three months of
         Executive's Salary in effect as of the date of termination during the
         first year after termination, and six months of Executive's Salary in
         effect as of the date of termination during the second year after
         termination, with such amounts payable in equal semimonthly payments in
         accordance with the Employer's regular payroll policy for salaried
         employees; provided, however, that Employer may, in lieu of such
         payments, pay to Executive a lump sum severance payment equal to the
         amount of Executive's Salary in effect as of the date of termination;

                  (c) pay to Executive the prorated Incentive Bonus for the
         fiscal year during which termination occurs; and

                  (d) maintain, at Employer's expense, in full force and effect,
         for Executive's continued benefit, all medical and life insurance to
         which Executive was entitled immediately prior to the date of
         termination (or at the election of Executive in the event of a Change
         in Control, immediately prior to the date of the Change in Control)
         until the earliest of (i) 12 months or (ii) the date or dates that
         Executive's continued participation in Employer's medical and/or life
         insurance plans, as applicable, is not possible under the terms of the
         plans (the earliest of (i) and (ii) is referred to herein as the
         "BENEFITS DATE"). If Employer's medical and/or life insurance plans do
         not allow Executive's continued participation in the plan or plans,
         then Employer will pay to Executive, in monthly installments, from the
         date on which Executive's participation in the medical and/or life
         insurance, as applicable, is prohibited until the Benefits Date, the
         monthly premium or premiums which had been payable by Employer with
         respect to Executive for the discontinued medical and/or life
         insurance, as applicable.

         6.4 Anything in this Agreement to the contrary notwithstanding, if the
Auditors (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) determine that any payment or distribution by Employer to or for
the benefit of Executive, whether paid or payable (or distributed or
distributable) pursuant to the terms of this Agreement or otherwise (a
"PAYMENT"), would be nondeductible by Employer for federal income tax purposes
because of the application of Section 280G of the Code (as defined in APPENDIX I
attached hereto and incorporated herein by this reference), or because of the
application of any federal or state income tax law enacted after the date hereof
which restricts or limits the deductibility of compensation paid to an Executive
(a "SUBSEQUENT LAW"), then the aggregate present value of the amounts payable or
distributable to or for the benefit of Executive pursuant to this Agreement (the
"PAYMENTS") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this SECTION 6.4, the "REDUCED AMOUNT" shall be an amount which
maximizes the aggregate amount of Payments without causing any Payment to be
nondeductible by Employer because of the application of Subsequent Law, or which
maximizes the aggregate present value of Payments without causing any Payment to
be nondeductible by Employer because of the application of Section 280G of the
Code. For purposes of this Section 6.4, present value shall be determined in
accordance with Section 280G(d)(4) of the Code and Income Tax Regulations
promulgated thereunder.

                                      -5-


         6.5 If the Auditors determine that any Payment would be nondeductible
by Employer because of the application of Section 280G of the Code, or because
of the application of Subsequent Law, then Employer shall promptly give notice
to that effect and a copy of the detailed calculation thereof and of the Reduced
Amount, and Executive may then elect, in his sole discretion, which and how much
of the Payments shall be eliminated or reduced (as long as after the election
the aggregate present value of the Payments equals the Reduced Amount) and shall
advise Employer in writing of his election within 20 days of his receipt of
notice. If no election is made by Executive within such 20 day period, then
Employer may elect which and how much of the Payments shall be eliminated or
reduced (as long as after the election the aggregate present value of Executive
Payments equals the Reduced Amount) and shall notify Executive promptly of the
election. All determinations made by the Auditors under this SECTION 6.5 and
SECTION 6.4 shall be binding upon Employer and Executive and shall be made
within 60 days of Executive's termination of employment. As promptly as
practicable following the determination and the elections hereunder, Employer
shall pay to or distribute to or for the benefit of Executive the amounts then
due to him under this Agreement, as modified by SECTION 6.4 and this SECTION
6.5, and shall promptly pay to or distribute for the benefit of Executive in the
future the amounts that become due to him under this Agreement.

         6.6 If the Auditors determine that Payments have been made by Employer
which should not have been made ("OVERPAYMENTS") or that additional Payments
which will not have been made by Employer could be due ("Underpayments"),
consistent in each case with the calculation of the Reduced Amount pursuant to
SECTION 6.4, then the following actions are to be taken: If the Auditors, based
upon the assertion of a deficiency by the Internal Revenue Service against
Employer or Executive which the Auditors believe has a high probability of
success, determine that an Overpayment has been made, the Overpayment shall be
treated for all purposes as a loan to Executive which he shall repay to
Employer, together with interest at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code. If the Auditors, based upon controlling
precedent, determine that an Underpayment has occurred, the Underpayment shall
promptly be paid by Employer to or for the benefit of Executive, together with
interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code.

         6.7 Executive shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another Employer after the date of termination, or otherwise.

         6.8 Except as expressly provided herein, the provisions of this
Agreement, and any payment or benefit provided for hereunder, shall not reduce
any amounts otherwise payable, or in any way diminish Executive's existing
rights, or rights which would accrue solely as a result of the passage of time,
under any Employer benefit plan, employment agreement or other contract, plan or
arrangement.

         6.9 Except as may be required pursuant to SECTION 6.4, the amount of
any payment provided under this Agreement shall not be reduced by reason of any
present value calculation.

                                      -6-


         6.10 Upon termination of this Agreement, compensation and benefits
shall be paid to the Executive as set forth in the applicable subsection of this
SECTION 6 and stock options granted to Executive, if any, shall be governed by
the provisions of all stock option agreements between Employer and Executive. In
the event of a termination of this Agreement by Executive for Good Reason, all
other rights and benefits Executive may have under the employee and/or executive
benefit plans and arrangements of Employer generally shall be determined in
accordance with the terms and conditions of those plans and arrangements.

7.       COVENANTS OF CONFIDENTIALITY, NONDISCLOSURE AND NONCOMPETITION.
         ---------------------------------------------------------------

         7.1 During the term of this Agreement, Employer will provide to
Executive certain confidential and proprietary information owned by Employer as
more fully described below. Executive acknowledges that he occupies or will
occupy a position of trust and confidence with Employer, and that Employer would
be irreparably damaged if Executive were to breach the covenants set forth in
this SECTION 7.1. Accordingly, Executive agrees that he will not, without the
prior written consent of Employer, at any time during the term of this Agreement
or any time thereafter, except as may be required by competent legal authority
or as required by Employer to be disclosed in the course of performing
Executive's duties under this Agreement for Employer, use or disclose to any
person, firm or other legal entity, any confidential records, secrets or
information obtained by Executive during his employment hereunder related to
Employer or any parent, subsidiary or affiliated person or entity (collectively,
"CONFIDENTIAL INFORMATION"). Confidential Information shall include, without
limitation, information about Employer's Inventions (as defined in SECTION 8.1),
customer lists and product pricing, data, know-how, formulae, processes, ideas,
past, current and planned product development, market studies, computer software
and programs, database and network technologies, strategic planning and risk
management. Executive acknowledges and agrees that all Confidential Information
of Employer and/or its affiliates will be received in confidence and as a
fiduciary of Employer. Executive will exercise utmost diligence to protect and
guard the Confidential Information.

         7.2 Executive agrees that he will not, without the express written
consent of the Board, take with him upon the termination of this Agreement, any
document or paper, or any photocopy or reproduction or duplication thereof,
relating to any Confidential Information.

         7.3 Executive agrees that, while Executive is employed with Employer
and for a period of 24 months after the date of termination of this Agreement
(the "RESTRICTED PERIOD"), provided that Executive continues to be paid his
Salary (as in effect at the date of termination) during the Restricted Period,
he will not, either directly or indirectly, have an interest in any business
(whether as manager, operator, licensor, licensee, partner, 5% or greater equity
holder, employee, consultant, director, advisor or otherwise) competitive with
Employer or any of its business activities or solicit individuals or other
entities that are customers or competitors of Employer during the six-month
period immediately prior to the date of termination of this Agreement. Executive
also agrees that, for the Restricted Period, he will not, either directly or
indirectly, solicit any employee of Employer to terminate his employment with
Employer.

         7.4 For purposes of this SECTION 7, "EMPLOYER" shall include any of its
subsidiaries or any other entity in which it holds a 50% or greater equity
interest.

                                      -7-


8.       INVENTIONS.

         8.1 Any and all inventions, product, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs or styles,
software applications or programs (collectively, "INVENTIONS") made, developed
or created by Executive, alone or in conjunction with others, during regular
hours of work or otherwise, during the term of Executive's employment with
Employer and for a period of two years thereafter that may be directly or
indirectly related to the business of, or tests being carried out by, Employer,
or any of its subsidiaries, shall be promptly disclosed by Executive to Employer
and shall be Employer's exclusive property. The following provisions of the
California Labor Code shall supplement this SECTION 8.1:

                  SECTION 2870 OF THE CALIFORNIA LABOR CODE

                  APPLICATION OF PROVISIONS PROVIDING THAT EMPLOYEE SHALL ASSIGN
                  --------------------------------------------------------------
                  OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.
                  ---------------------------------------------------

                           (a) Any provision in an employment agreement which
                  provides that an employee shall assign, or offer to assign,
                  any of his or her rights in an invention to his or her
                  employer shall not apply to an invention that the employee
                  developed entirely on his or her own time without using
                  employer's equipment, supplies, facilities, or trade secret
                  information except for those inventions that either:

                                    (1) Relate at the time of conception or
                          reduction to practice of the invention to employer's
                          business, or actual or demonstrably anticipated
                          research or development of employer, or

                                    (2) Result from any work performed by the
                          employee for employer.

                           (b) To the extent a provision in an employment
                  agreement purports to require an employee to assign an
                  invention otherwise excluded from being required to be
                  assigned under subdivision (a), the provision is against the
                  public policy of this state and is unenforceable.

         8.2 Executive will, upon Employer's request and without additional
compensation, execute any documents necessary or advisable in the opinion of
Employer's legal counsel to direct the issuance of patents to Employer with
respect to Inventions that are to be Employer's exclusive property under this
SECTION 8 or to vest in Employer title to the Inventions; the expense of
securing any patent, however, shall be borne by Employer.

         8.3 Executive will hold for Employer's sole benefit any Invention that
is to be Employer's exclusive property under this SECTION 8 for which no patent
is issued.

                                      -8-


9.       NO VIOLATION.
         -------------

         Executive represents that he is not bound by any Agreement with any
former employer or other party that would be violated by Executive's employment
by Employer.

10.      RETURN OF EMPLOYER'S PROPERTY.
         ------------------------------

         Upon the termination of this Agreement or whenever requested by
Employer, Executive shall immediately deliver to Employer all property in his
possession or under his control belonging to Employer, in good condition,
ordinary wear and tear excepted.

11.      INJUNCTIVE RELIEF.
         ------------------

         Executive acknowledges that the breach, or threatened breach, by
Executive of the provisions of this Agreement shall cause irreparable harm to
Employer, which harm cannot be fully redressed by the payment of damages to
Employer. Accordingly, Employer shall be entitled, in addition to any other
right or remedy it may have at law or in equity, to seek an injunction or
restraining Executive from any violation or threatened violation of this
Agreement.

12.      DISPUTE RESOLUTION.
         -------------------

         Subject to SECTION 11, all claims, disputes and other matters in
controversy ("DISPUTE") arising, directly or indirectly out of or related to
this Agreement, or the breach thereof, whether contractual or noncontractual,
and whether during the term or after the termination of this Agreement, shall be
resolved exclusively according to the procedures set forth in this SECTION 12,
and not through resort to any judicial proceedings.

         12.1 Neither party shall commence an arbitration proceeding pursuant to
the provisions of SECTION 12.2 unless that party first gives a written notice (a
"DISPUTE NOTICE") to the other party setting forth the nature of the dispute.
The parties shall attempt in good faith to resolve the dispute by mediation
under the American Arbitration Association Commercial Mediation Rules in effect
on the date of the Dispute Notice. If the parties cannot agree on the selection
of a mediator within 20 days after delivery of the Dispute Notice, the mediator
will be selected by the American Arbitration Association. If the dispute has not
been resolved by mediation within 60 days after delivery of the Dispute Notice,
then the dispute shall be determined by arbitration in accordance with the
provisions below.

         12.2 Any dispute that is not settled by mediation as provided in
SECTION 12.1 shall be resolved by arbitration before a single arbitrator
appointed by the American Arbitration Association or its successor in Fresno,
California. The determination of the arbitrator shall be final and absolute. The
arbitrator shall be governed by the duly promulgated rules and regulations of
the American Arbitration Association or its successor then in effect, and the
pertinent provisions of the laws of the State of California relating to
arbitration. The decision of the arbitrator may be entered as a final judgment
in any court of the State of California or elsewhere. The prevailing party in
any such arbitration shall also be entitled to recover reasonable attorneys',
accountants' and experts' fees and costs of suit in addition to any other relief
awarded the prevailing party.

                                      -9-


13.      MISCELLANEOUS.
         --------------

         13.1 If any provisions contained in this Agreement is for any reason
held to be totally invalid or unenforceable, such provision will be fully
severable, and in lieu of such invalid or unenforceable provision there will be
added automatically as part of this Agreement a provision as similar in terms as
may be valid and enforceable.

         13.2 All notices and other communications required or permitted
hereunder or necessary or convenience in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested or hand delivered, as follows (provided
that notice of change of address shall be deemed given only when received):

         If to Employer:            Pacific Ethanol, Inc.
                                    5711 N. West Avenue
                                    Fresno, California 93711
                                    Attention: Compensation Committee

         If to Executive:           5211 N. Bryn Mawr Drive
                                    Fresno, California 93711

or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this SECTION 13.2.

         13.3 This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and Executive, his
heirs, executors, administrators, representatives, legatees and permitted
assigns. Executive agrees that his rights and obligations hereunder are personal
to him and may not be assigned without the express written consent of Employer.
If Executive should die while any amounts are due to him pursuant to this
Agreement, all such amounts shall be paid to Executive's devisee, legatee or
other designee, or if there be no such designee, to Executive's estate. Employer
will require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Employer, by Agreement in form and substance satisfactory to
Executive and his legal counsel, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform each of them if no such
succession or assignment had taken place. Any failure of Employer to obtain such
Agreement prior to the effectiveness of any such succession or assignment shall
be a material breach of this Agreement and shall entitle Executive to terminate
Executive's employment for Good Reason. As used in this Agreement, "EMPLOYER"
means SSP Solutions. Inc. and any successor or assign to its business and/or
assets which executes and delivers the Agreement provided for in this Section or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law. If at any time during the term of this Agreement Executive
is employed by any company a majority of the voting securities of which is then
owned by Employer, "EMPLOYER" as used in this Agreement shall in addition
include that subsidiary company. In that event, Employer agrees that it shall
pay or shall cause the subsidiary company to pay any amounts owed to Executive
pursuant to this Agreement.

                                      -10-


         13.4 This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Executive
and Employer with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by Employer to execute that document.

         13.5 The laws of the State of California will govern the
interpretation, validity and effect of this Agreement without regard to
principles of conflicts of law, the place of execution or the place for
performance thereof. Employer and Executive agree that the state and federal
courts situated in Fresno County, California shall have personal jurisdiction
over Employer and Executive to hear all disputes arising under this Agreement.
This Agreement is to be at least partially performed in Fresno County,
California and, as such, Employer and Executive agree that venue shall be proper
with the state or federal courts in Fresno County, California to hear such
disputes.

         13.6 Executive and Employer shall execute and deliver any and all
additional instruments and agreements that may be necessary or proper to carry
out the purposes of this Agreement.

         13.7 The descriptive headings of the several sections of this Agreement
are inserted for convenience only and do not constitute a party of this
Agreement.

         13.8 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same Agreement.

         13.9 Executive acknowledges that Executive has had the opportunity to
read this Agreement and discuss it with advisors and legal counsel, if Executive
has so chosen. Executive also acknowledges the importance of this Agreement and
that Employer is relying on this Agreement in entering into an employment
relationship with Executive.

                            (Signature page follows.)

                                      -11-




         The undersigned, intending to be legally bound, have executed this
Agreement on the date first written above.

EMPLOYER:                         PACIFIC ETHANOL, INC.


                                  By:/S/ NEIL KOEHLER
                                     -----------------------------------------
                                     Neil Koehler, Chief Executive Officer and
                                     President



EXECUTIVE:                           /S/ RYAN TURNER
                                     -----------------------------------------
                                     Ryan Turner


                                      -12-



                                   APPENDIX I

                             ADDITIONAL DEFINITIONS
                             ----------------------

         For purposes of this Agreement, the following additional capitalized
terms shall have the respective definitions set forth below:

         AUDITORS. The term "AUDITORS" means Employer's independent auditors.

         BENEFIT PLAN. The term "BENEFIT PLAN" means any benefit plan or
arrangement (including, without limitation, Employer's profit sharing or stock
option plans, if any, and medical, disability and life insurance plans) in which
Executive is participating (or any other plans providing Executive with
substantially similar benefits).

         CHANGE IN CONTROL. A "CHANGE IN CONTROL" of Employer shall be deemed to
have occurred if, in a single transaction or series of related transactions: (i)
any person (as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")), other than a trustee or fiduciary
holding securities under an employment benefit program is or becomes a
"beneficial owner" (as defined in Rule 13-3 under the Exchange Act), directly or
indirectly of securities of Employer representing 51% or more of the combined
voting power of Employer, (ii) there is a merger (other than a reincorporation
merger) or consolidation in which Employer does not survive as an independent
company, or (iii) the business of Employer is disposed of pursuant to a sale of
assets.

         CODE. The term "CODE" means the Internal Revenue Code of 1986, as
amended.

         DUE CAUSE. The term "DUE CAUSE" means any of the following events:

                  (a) any intentional misapplication by Executive of Employer's
         funds or other material assets, or any other act of dishonesty
         injurious to Employer committed by Executive; or

                  (b) Executive's conviction of (i) a felony or (ii) a crime
         involving moral turpitude; or

                  (c) Executive's use or possession of any controlled substance
         or chronic abuse of alcoholic beverages, which use or possession the
         Board reasonably determines renders Executive unfit to serve in his
         capacity as a senior executive of Employer; or

                  (d) Executive's breach, nonperformance or nonobservance of any
         of the terms of this Agreement, including but not limited to
         Executive's failure to adequately perform his duties or comply with the
         reasonable directions of the Board. Notwithstanding anything in the
         foregoing subsections (c) or (d) to the contrary, Employer shall not
         terminate Executive unless the Board first provides Executive with a
         written memorandum describing in detail how his performance hereunder
         is not satisfactory and Executive is given a reasonable period of time
         (not less than 30 days) to remedy the unsatisfactory performance
         related by the Board to Executive in that memorandum. A determination
         of whether Executive has satisfactorily remedied the unsatisfactory



         performance shall be promptly made by a majority of the disinterested
         directors of the Board (or the entire Board, but not including
         Executive, if there are no disinterested directors) at the end of the
         period provided to Executive for remedy, and their determination shall
         be final.

         GOOD REASON. The term "GOOD REASON" as used in this Agreement shall
mean any of the following which occur without Executive's express written
consent:

                  (e) a general assignment by Employer for the benefit of
         creditors or filing by Employer of a voluntary bankruptcy petition or
         the filing against Employer of any involuntary bankruptcy which remains
         undismissed for thirty days or more or if a trustee, receiver or
         liquidator is appointed;

                  (f) any material changes in Executive's titles, duties or
         responsibilities; or

                  (g) Executive is not paid the compensation and benefits
         required under this Agreement;

                  PROVIDED, HOWEVER, that any of the foregoing actions shall not
         be considered to be Good Reason if the action is undertaken by Employer
         as a termination for Due Cause.

                                      -2-

EX-10.8

                                                                    EXHIBIT 10.8








                         EXECUTIVE EMPLOYMENT AGREEMENT

                              PACIFIC ETHANOL, INC.

                                       AND

                                   TOM KOEHLER










                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


1.       General Duties of Employer and Executive..............................1

2.       Compensation and Benefits.............................................2

3.       Preservation of Business; Fiduciary Responsibility....................3

4.       Term..................................................................3

5.       Termination Other Than by Expiration of the Term......................3

6.       Effect of Termination.................................................4

7.       Covenants of Confidentiality, Nondisclosure and Noncompetition........7

8.       Inventions............................................................8

9.       No Violation..........................................................9

10.      Return of Employer's Property.........................................9

11.      Injunctive Relief.....................................................9

12.      Dispute Resolution....................................................9

13.      Miscellaneous........................................................10

APPENDIX I - Certain Definitions



                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "AGREEMENT"), is made and
entered into as of March 23, 2005 (the "EFFECTIVE DATE") by and between PACIFIC
ETHANOL, INC., a Delaware corporation ("EMPLOYER") and TOM KOEHLER
("EXECUTIVE").

                                    RECITALS

         Employer desires that the Executive enter into an employment
relationship with Employer in order to provide the necessary leadership and
senior management skills that are important to the success of Employer. Employer
believes that obtaining the Executive's services as an employee of Employer and
the benefits of his business experience are of material importance to Employer
and Employer's stockholders.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of Executive's employment by Employer
and the mutual promises and covenants contained herein, the receipt and
sufficiency of which is hereby acknowledged, Employer and Executive intend by
this Agreement to specify the terms and conditions of Executive's employment
relationship with Employer.

1.       GENERAL DUTIES OF EMPLOYER AND EXECUTIVE.
         -----------------------------------------

         1.1 Employer agrees to employ Executive and Executive agrees to accept
employment by Employer and to serve Employer in an executive capacity upon the
terms and conditions set forth herein. Employer hereby employs Executive as the
President and Chief Executive Officer of Employer as of the Effective Date,
reporting to the Board of Directors of Employer (the "BOARD"). Executive's
duties and responsibilities shall be those normally assumed by the Vice
President, Public Policy and Markets of a publicly-owned company similarly
situated to Employer, as well as such other or additional duties, as may from
time-to-time be assigned to Executive by the Board. Such other or additional
duties shall be consistent with the senior executive functions referenced above.
Executive shall be provided with an office and the administrative support
reasonably necessary to fulfill the responsibilities assumed by Executive under
this Agreement.

         1.2 While employed hereunder, Executive shall use his best efforts to
obey the lawful directions of the Board. Executive shall also use his best
efforts to promote the interests of Employer and to maintain and to promote the
reputation of Employer. While employed hereunder, Executive shall devote his
full business time, efforts, skills and attention to the affairs of Employer and
faithfully perform his duties and responsibilities hereunder.

         1.3 While this Agreement is in effect, Executive may from time to time
engage in any activities that do not compete directly with Employer, provided
that such activities do not interfere with his performance of his duties.
Executive shall be permitted to (i) invest his personal assets as a passive
investor in such form or manner as Executive may choose in his discretion, (ii)
participate in various charitable efforts, and (iii) serve as a member of the
Board of Directors of other corporations which are not competitors of Employer.



2.       COMPENSATION AND BENEFITS.
         --------------------------

         2.1 As compensation for his services to Employer, Employer shall pay to
Executive an annual base salary of One Hundred Twenty-Five Thousand Dollars
($125,000) during the first 12-month period that this Agreement is in effect,
payable in equal semimonthly payments or in accordance with the Employer's
regular payroll policy for salaried employees (the "SALARY"). Thereafter, or
earlier from time to time in the discretion of the Compensation Committee of the
Board, but not less frequently than annually, the Compensation Committee shall
perform a review of the Executive's Salary based on Executive's performance of
his duties and the Employer's other compensation policies. The Compensation
Committee may, in its sole discretion, increase (but not decrease) the Salary
following such review.

         2.2 In addition, Executive shall be entitled to receive a cash bonus
not to exceed fifty percent (50%) of his base salary to be paid based upon
performance criteria to be established by the Board of Directors of Employer on
an annual basis ("INCENTIVE BONUS").

         2.3 Upon Executive's furnishing to Employer customary and reasonable
documentary support (such as receipts or paid bills) evidencing costs and
expenses incurred by him in the performance of his services and duties hereunder
(including, without limitation, for gifts, travel and entertainment and cellular
telephone expenses) and containing sufficient information to establish the
amount, date, place and essential character of the expenditure, Executive shall
be reimbursed for such costs and expenses in accordance with Employer's normal
expense reimbursement policy.

         2.4 As long as this Agreement is in effect, Executive shall be entitled
to participate in the medical (including hospitalization), dental, life and
disability insurance plans, to the extent offered by Employer, and in amounts
consistent with the Employer's policy, for other senior executive officers of
Employer, with premiums for all such insurance for Executive and his dependents
to be paid by Employer (or, if unable due to Executive's location of permanent
residence, Employer shall reimburse Executive up to $1,000 per month for
obtaining health insurance coverage on his own).

         2.5 Executive shall have the right to participate in any additional
compensation, benefit, pension, stock option, stock purchase, 401(k) or other
plan or arrangement of Employer now or hereafter existing for the benefit of
other senior executive officers of Employer. Executive's participation in
Employer's stock option plan shall be developed in relative proportion to
Executive's position with Employer.

         2.6 Executive shall be entitled to vacation (but in no event less than
three (3) weeks per year), holiday and other paid or unpaid leaves of absence
consistent with Employer's normal policies for other senior executive officers
of Employer or as otherwise approved by the Board. Executive shall be entitled
to accrue vacation time for one year. If he does not take the accrued vacation
during the next year, he shall be paid for the unused vacation at his Salary
rate then in effect.

                                      -2-


3.       PRESERVATION OF BUSINESS; FIDUCIARY RESPONSIBILITY.
         ---------------------------------------------------

         Executive shall use his best efforts to preserve the business and
organization of Employer and to preserve the business relations of Employer. So
long as the Executive is employed by Employer, Executive shall observe and
fulfill proper standards of fiduciary responsibility attendant upon his service
and office.

4.       TERM.
         -----

         The term of this Agreement shall commence on the Effective Date and
shall end on the first (1st) anniversary of the Effective Date; provided,
however, that this Agreement shall automatically renew for successive one (1)
year periods unless, at least 90 days prior to the expiration of the initial
term or any renewal term, either party gives written notice to the other of his
or its intention not to renew.

5.       TERMINATION OTHER THAN BY EXPIRATION OF THE TERM.
         -------------------------------------------------

         Employer or Executive may terminate Executive's employment under this
Agreement at any time, but only on the following terms:

         5.1 Either Executive or Employer may terminate this Agreement in
accordance with SECTION 4.

         5.2 Employer may terminate Executive's employment under this Agreement
at any time for "Due Cause" (as defined in APPENDIX I attached hereto and
incorporated herein by this reference) upon the good faith determination by the
Board that Due Cause exists for the termination of the employment relationship.

         5.3 If Executive is incapacitated by accident, sickness or otherwise so
as to render Executive mentally or physically incapable of performing the
services required under SECTION 1 of this Agreement for a period of 180
consecutive days, and the incapacity is confirmed by the written opinion of two
practicing medical doctors licensed by and in good standing in the State of
California (one selected by Employer and one by Executive), upon the expiration
of that period or at any time reasonably thereafter, Employer may terminate
Executive's employment under this Agreement upon giving Executive or his legal
representative written notice at least 30 days prior to the termination date,
subject to the provisions of SECTION 6.2. Executive agrees, after written notice
by the Board, to submit to examinations by the practicing medical doctors. If
the medical doctors do not agree as to whether Executive is disabled, they shall
promptly select a mutually acceptable third practicing medical doctor to further
evaluate Executive, whose conclusion shall be rendered, in writing, within ten
days of his or her selection. The conclusion of the third practicing medical
doctor shall be final and binding on Employer and Executive.

         5.4 This Agreement shall terminate immediately upon Executive's death,
subject to the provisions of SECTION 6.2.

                                      -3-


         5.5 Subject to the provisions of SECTION 6.3, Employer may terminate
Executive's employment under this Agreement at any time for any reason
whatsoever, even without Due Cause, by giving a written notice of termination to
Executive, in which case the employment relationship shall terminate immediately
upon the giving of the notice. If Employer terminates the employment of
Executive other than (i) pursuant to SECTION 5.2 for Due Cause, (ii) due to
incapacity pursuant to SECTION 5.3 or due to Executive's death pursuant to
SECTION 5.4, or (iii) Executive's retirement, then the action by Employer,
unless consented to in writing by Executive, shall be deemed to be a
constructive termination by Employer of Executive's employment (a "CONSTRUCTIVE
TERMINATION"), and, in that event, Executive shall be entitled to receive the
compensation set forth in SECTION 6.3.

         5.6 Executive may terminate this Agreement at any time for "Good
Reason" (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) within 30 days after Executive learns of the event or condition
constituting "Good Reason" and, in that event, shall be entitled to receive the
compensation set forth in SECTION 6.3.

6.       EFFECT OF TERMINATION.
         ----------------------

         6.1 If the employment relationship is terminated (a) by Executive upon
90 days' written notice pursuant to SECTION 4, (b) by Employer for Due Cause
pursuant to SECTION 5.2, or (c) by Executive breaching this Agreement by
refusing to continue his employment and failing to give the requisite 90 days'
written notice, all compensation and benefits shall cease as of the date of
termination, other than: (i) those benefits that are provided by retirement and
benefit plans and programs specifically adopted and approved by Employer for
Executive that are earned and vested by the date of termination; (ii)
Executive's pro rata annual Salary (as in effect as of the date of termination,
payable in the manner as prescribed in the second sentence of SECTION 2.1)
through the date of termination; (iii) any stock options which have vested as of
the date of termination pursuant to the terms of the Agreement granting the
options; and (iv) accrued vacation as required by California law.

         6.2 If Executive's employment relationship is terminated due to
Executive's incapacity pursuant to SECTION 5.3 or due to Executive's death
pursuant to SECTION 5.4, Executive or Executive's estate or legal
representative, will be entitled to (i) those benefits that are provided by
retirement and benefits plans and programs specifically adopted and approved by
Employer for Executive that are earned and vested at the date of termination, a
prorated Incentive Bonus for the fiscal year in which incapacity or death
occurs, and, even though no longer employed by Employer, Executive shall
continue to receive the annual Salary compensation (as in effect as of the date
of termination, payable in the manner as prescribed in the second sentence of
SECTION 2.1) for six months following the date of termination, offset, however,
by any payments received by Executive as a result of any disability insurance
maintained by Employer for Executive's benefit.

         6.3 In the event of a termination of this Agreement by Executive for
Good Reason, then Employer shall:

                  (a) pay to Executive on the date of termination his Salary in
         effect as of the date of termination through the end of the month
         during which the termination occurs plus credit for any vacation earned
         but not taken;

                                      -4-


                  (b) pay to Executive, as severance pay, three months of
         Executive's Salary in effect as of the date of termination during the
         first year after termination, and six months of Executive's Salary in
         effect as of the date of termination during the second year after
         termination, with such amounts payable in equal semimonthly payments in
         accordance with the Employer's regular payroll policy for salaried
         employees; provided, however, that Employer may, in lieu of such
         payments, pay to Executive a lump sum severance payment equal to the
         amount of Executive's Salary in effect as of the date of termination;

                  (c) pay to Executive the prorated Incentive Bonus for the
         fiscal year during which termination occurs; and

                  (d) maintain, at Employer's expense, in full force and effect,
         for Executive's continued benefit, all medical and life insurance to
         which Executive was entitled immediately prior to the date of
         termination (or at the election of Executive in the event of a Change
         in Control, immediately prior to the date of the Change in Control)
         until the earliest of (i) 12 months or (ii) the date or dates that
         Executive's continued participation in Employer's medical and/or life
         insurance plans, as applicable, is not possible under the terms of the
         plans (the earliest of (i) and (ii) is referred to herein as the
         "BENEFITS DATE"). If Employer's medical and/or life insurance plans do
         not allow Executive's continued participation in the plan or plans,
         then Employer will pay to Executive, in monthly installments, from the
         date on which Executive's participation in the medical and/or life
         insurance, as applicable, is prohibited until the Benefits Date, the
         monthly premium or premiums which had been payable by Employer with
         respect to Executive for the discontinued medical and/or life
         insurance, as applicable.

         6.4 Anything in this Agreement to the contrary notwithstanding, if the
Auditors (as defined in APPENDIX I attached hereto and incorporated herein by
this reference) determine that any payment or distribution by Employer to or for
the benefit of Executive, whether paid or payable (or distributed or
distributable) pursuant to the terms of this Agreement or otherwise (a
"PAYMENT"), would be nondeductible by Employer for federal income tax purposes
because of the application of Section 280G of the Code (as defined in APPENDIX I
attached hereto and incorporated herein by this reference), or because of the
application of any federal or state income tax law enacted after the date hereof
which restricts or limits the deductibility of compensation paid to an Executive
(a "SUBSEQUENT LAW"), then the aggregate present value of the amounts payable or
distributable to or for the benefit of Executive pursuant to this Agreement (the
"PAYMENTS") shall be reduced (but not below zero) to the Reduced Amount. For
purposes of this SECTION 6.4, the "REDUCED AMOUNT" shall be an amount which
maximizes the aggregate amount of Payments without causing any Payment to be
nondeductible by Employer because of the application of Subsequent Law, or which
maximizes the aggregate present value of Payments without causing any Payment to
be nondeductible by Employer because of the application of Section 280G of the
Code. For purposes of this Section 6.4, present value shall be determined in
accordance with Section 280G(d)(4) of the Code and Income Tax Regulations
promulgated thereunder.

                                      -5-


         6.5 If the Auditors determine that any Payment would be nondeductible
by Employer because of the application of Section 280G of the Code, or because
of the application of Subsequent Law, then Employer shall promptly give notice
to that effect and a copy of the detailed calculation thereof and of the Reduced
Amount, and Executive may then elect, in his sole discretion, which and how much
of the Payments shall be eliminated or reduced (as long as after the election
the aggregate present value of the Payments equals the Reduced Amount) and shall
advise Employer in writing of his election within 20 days of his receipt of
notice. If no election is made by Executive within such 20 day period, then
Employer may elect which and how much of the Payments shall be eliminated or
reduced (as long as after the election the aggregate present value of Executive
Payments equals the Reduced Amount) and shall notify Executive promptly of the
election. All determinations made by the Auditors under this SECTION 6.5 and
SECTION 6.4 shall be binding upon Employer and Executive and shall be made
within 60 days of Executive's termination of employment. As promptly as
practicable following the determination and the elections hereunder, Employer
shall pay to or distribute to or for the benefit of Executive the amounts then
due to him under this Agreement, as modified by SECTION 6.4 and this SECTION
6.5, and shall promptly pay to or distribute for the benefit of Executive in the
future the amounts that become due to him under this Agreement.

         6.6 If the Auditors determine that Payments have been made by Employer
which should not have been made ("OVERPAYMENTS") or that additional Payments
which will not have been made by Employer could be due ("Underpayments"),
consistent in each case with the calculation of the Reduced Amount pursuant to
SECTION 6.4, then the following actions are to be taken: If the Auditors, based
upon the assertion of a deficiency by the Internal Revenue Service against
Employer or Executive which the Auditors believe has a high probability of
success, determine that an Overpayment has been made, the Overpayment shall be
treated for all purposes as a loan to Executive which he shall repay to
Employer, together with interest at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code. If the Auditors, based upon controlling
precedent, determine that an Underpayment has occurred, the Underpayment shall
promptly be paid by Employer to or for the benefit of Executive, together with
interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code.

         6.7 Executive shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this Agreement
be reduced by any compensation earned by Executive as the result of employment
by another Employer after the date of termination, or otherwise.

         6.8 Except as expressly provided herein, the provisions of this
Agreement, and any payment or benefit provided for hereunder, shall not reduce
any amounts otherwise payable, or in any way diminish Executive's existing
rights, or rights which would accrue solely as a result of the passage of time,
under any Employer benefit plan, employment agreement or other contract, plan or
arrangement.

         6.9 Except as may be required pursuant to SECTION 6.4, the amount of
any payment provided under this Agreement shall not be reduced by reason of any
present value calculation.

                                      -6-


         6.10 Upon termination of this Agreement, compensation and benefits
shall be paid to the Executive as set forth in the applicable subsection of this
SECTION 6 and stock options granted to Executive, if any, shall be governed by
the provisions of all stock option agreements between Employer and Executive. In
the event of a termination of this Agreement by Executive for Good Reason, all
other rights and benefits Executive may have under the employee and/or executive
benefit plans and arrangements of Employer generally shall be determined in
accordance with the terms and conditions of those plans and arrangements.

7.       COVENANTS OF CONFIDENTIALITY, NONDISCLOSURE AND NONCOMPETITION.
         ---------------------------------------------------------------

         7.1 During the term of this Agreement, Employer will provide to
Executive certain confidential and proprietary information owned by Employer as
more fully described below. Executive acknowledges that he occupies or will
occupy a position of trust and confidence with Employer, and that Employer would
be irreparably damaged if Executive were to breach the covenants set forth in
this SECTION 7.1. Accordingly, Executive agrees that he will not, without the
prior written consent of Employer, at any time during the term of this Agreement
or any time thereafter, except as may be required by competent legal authority
or as required by Employer to be disclosed in the course of performing
Executive's duties under this Agreement for Employer, use or disclose to any
person, firm or other legal entity, any confidential records, secrets or
information obtained by Executive during his employment hereunder related to
Employer or any parent, subsidiary or affiliated person or entity (collectively,
"CONFIDENTIAL INFORMATION"). Confidential Information shall include, without
limitation, information about Employer's Inventions (as defined in SECTION 8.1),
customer lists and product pricing, data, know-how, formulae, processes, ideas,
past, current and planned product development, market studies, computer software
and programs, database and network technologies, strategic planning and risk
management. Executive acknowledges and agrees that all Confidential Information
of Employer and/or its affiliates will be received in confidence and as a
fiduciary of Employer. Executive will exercise utmost diligence to protect and
guard the Confidential Information.

         7.2 Executive agrees that he will not, without the express written
consent of the Board, take with him upon the termination of this Agreement, any
document or paper, or any photocopy or reproduction or duplication thereof,
relating to any Confidential Information.

         7.3 Executive agrees that, while Executive is employed with Employer
and for a period of 24 months after the date of termination of this Agreement
(the "RESTRICTED PERIOD"), provided that Executive continues to be paid his
Salary (as in effect at the date of termination) during the Restricted Period,
he will not, either directly or indirectly, have an interest in any business
(whether as manager, operator, licensor, licensee, partner, 5% or greater equity
holder, employee, consultant, director, advisor or otherwise) competitive with
Employer or any of its business activities or solicit individuals or other
entities that are customers or competitors of Employer during the six-month
period immediately prior to the date of termination of this Agreement. Executive
also agrees that, for the Restricted Period, he will not, either directly or
indirectly, solicit any employee of Employer to terminate his employment with
Employer.

         7.4 For purposes of this SECTION 7, "EMPLOYER" shall include any of its
subsidiaries or any other entity in which it holds a 50% or greater equity
interest.

                                      -7-


8.       INVENTIONS.
         -----------

         8.1 Any and all inventions, product, discoveries, improvements,
processes, formulae, manufacturing methods or techniques, designs or styles,
software applications or programs (collectively, "INVENTIONS") made, developed
or created by Executive, alone or in conjunction with others, during regular
hours of work or otherwise, during the term of Executive's employment with
Employer and for a period of two years thereafter that may be directly or
indirectly related to the business of, or tests being carried out by, Employer,
or any of its subsidiaries, shall be promptly disclosed by Executive to Employer
and shall be Employer's exclusive property. The following provisions of the
California Labor Code shall supplement this SECTION 8.1:

                  SECTION 2870 OF THE CALIFORNIA LABOR CODE

                  APPLICATION OF PROVISIONS PROVIDING THAT EMPLOYEE SHALL ASSIGN
                  OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.

                           (a) Any provision in an employment agreement which
                  provides that an employee shall assign, or offer to assign,
                  any of his or her rights in an invention to his or her
                  employer shall not apply to an invention that the employee
                  developed entirely on his or her own time without using
                  employer's equipment, supplies, facilities, or trade secret
                  information except for those inventions that either:

                                    (1) Relate at the time of conception or
                          reduction to practice of the invention to employer's
                          business, or actual or demonstrably anticipated
                          research or development of employer, or

                                    (2) Result from any work performed by the
                          employee for employer.

                           (b) To the extent a provision in an employment
                  agreement purports to require an employee to assign an
                  invention otherwise excluded from being required to be
                  assigned under subdivision (a), the provision is against the
                  public policy of this state and is unenforceable.

         8.2 Executive will, upon Employer's request and without additional
compensation, execute any documents necessary or advisable in the opinion of
Employer's legal counsel to direct the issuance of patents to Employer with
respect to Inventions that are to be Employer's exclusive property under this
SECTION 8 or to vest in Employer title to the Inventions; the expense of
securing any patent, however, shall be borne by Employer.

         8.3 Executive will hold for Employer's sole benefit any Invention that
is to be Employer's exclusive property under this SECTION 8 for which no patent
is issued.

                                      -8-


9.       NO VIOLATION.
         -------------

         Executive represents that he is not bound by any Agreement with any
former employer or other party that would be violated by Executive's employment
by Employer.

10.      RETURN OF EMPLOYER'S PROPERTY.
         ------------------------------

         Upon the termination of this Agreement or whenever requested by
Employer, Executive shall immediately deliver to Employer all property in his
possession or under his control belonging to Employer, in good condition,
ordinary wear and tear excepted.

11.      INJUNCTIVE RELIEF.
         ------------------

         Executive acknowledges that the breach, or threatened breach, by
Executive of the provisions of this Agreement shall cause irreparable harm to
Employer, which harm cannot be fully redressed by the payment of damages to
Employer. Accordingly, Employer shall be entitled, in addition to any other
right or remedy it may have at law or in equity, to seek an injunction or
restraining Executive from any violation or threatened violation of this
Agreement.

12.      DISPUTE RESOLUTION.
         -------------------

         Subject to SECTION 11, all claims, disputes and other matters in
controversy ("DISPUTE") arising, directly or indirectly out of or related to
this Agreement, or the breach thereof, whether contractual or noncontractual,
and whether during the term or after the termination of this Agreement, shall be
resolved exclusively according to the procedures set forth in this SECTION 12,
and not through resort to any judicial proceedings.

         12.1 Neither party shall commence an arbitration proceeding pursuant to
the provisions of SECTION 12.2 unless that party first gives a written notice (a
"DISPUTE NOTICE") to the other party setting forth the nature of the dispute.
The parties shall attempt in good faith to resolve the dispute by mediation
under the American Arbitration Association Commercial Mediation Rules in effect
on the date of the Dispute Notice. If the parties cannot agree on the selection
of a mediator within 20 days after delivery of the Dispute Notice, the mediator
will be selected by the American Arbitration Association. If the dispute has not
been resolved by mediation within 60 days after delivery of the Dispute Notice,
then the dispute shall be determined by arbitration in accordance with the
provisions below.

         12.2 Any dispute that is not settled by mediation as provided in
SECTION 12.1 shall be resolved by arbitration before a single arbitrator
appointed by the American Arbitration Association or its successor in Fresno,
California. The determination of the arbitrator shall be final and absolute. The
arbitrator shall be governed by the duly promulgated rules and regulations of
the American Arbitration Association or its successor then in effect, and the
pertinent provisions of the laws of the State of California relating to
arbitration. The decision of the arbitrator may be entered as a final judgment
in any court of the State of California or elsewhere. The prevailing party in
any such arbitration shall also be entitled to recover reasonable attorneys',
accountants' and experts' fees and costs of suit in addition to any other relief
awarded the prevailing party.

                                      -9-


13.      MISCELLANEOUS.
         --------------

         13.1 If any provisions contained in this Agreement is for any reason
held to be totally invalid or unenforceable, such provision will be fully
severable, and in lieu of such invalid or unenforceable provision there will be
added automatically as part of this Agreement a provision as similar in terms as
may be valid and enforceable.

         13.2 All notices and other communications required or permitted
hereunder or necessary or convenience in connection herewith shall be in writing
and shall be deemed to have been given when mailed by registered mail or
certified mail, return receipt requested or hand delivered, as follows (provided
that notice of change of address shall be deemed given only when received):

         If to Employer:            Pacific Ethanol, Inc.
                                    5711 N. West Avenue
                                    Fresno, California 93711
                                    Attention: Compensation Committee

         If to Executive:           225 Southeast 59th
                                    Portland, Oregon 97215

or to such other names or addresses as Employer or Executive, as the case may
be, shall designate by notice to the other party hereto in the manner specified
in this SECTION 13.2.

         13.3 This Agreement shall be binding upon and inure to the benefit of
Employer, its successors, legal representatives and assigns, and Executive, his
heirs, executors, administrators, representatives, legatees and permitted
assigns. Executive agrees that his rights and obligations hereunder are personal
to him and may not be assigned without the express written consent of Employer.
If Executive should die while any amounts are due to him pursuant to this
Agreement, all such amounts shall be paid to Executive's devisee, legatee or
other designee, or if there be no such designee, to Executive's estate. Employer
will require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of Employer, by Agreement in form and substance satisfactory to
Executive and his legal counsel, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that Employer would be required to perform each of them if no such
succession or assignment had taken place. Any failure of Employer to obtain such
Agreement prior to the effectiveness of any such succession or assignment shall
be a material breach of this Agreement and shall entitle Executive to terminate
Executive's employment for Good Reason. As used in this Agreement, "EMPLOYER"
means SSP Solutions. Inc. and any successor or assign to its business and/or
assets which executes and delivers the Agreement provided for in this Section or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law. If at any time during the term of this Agreement Executive
is employed by any company a majority of the voting securities of which is then
owned by Employer, "EMPLOYER" as used in this Agreement shall in addition
include that subsidiary company. In that event, Employer agrees that it shall
pay or shall cause the subsidiary company to pay any amounts owed to Executive
pursuant to this Agreement.

                                      -10-


         13.4 This Agreement replaces and merges all previous agreements and
discussions relating to the same or similar subject matters between Executive
and Employer with respect to the subject matter of this Agreement. This
Agreement may not be modified in any respect by any verbal statement,
representation or agreement made by any employee, officer, or representative of
Employer or by any written agreement unless signed by an officer of Employer who
is expressly authorized by Employer to execute that document.

         13.5 The laws of the State of California will govern the
interpretation, validity and effect of this Agreement without regard to
principles of conflicts of law, the place of execution or the place for
performance thereof. Employer and Executive agree that the state and federal
courts situated in Fresno County, California shall have personal jurisdiction
over Employer and Executive to hear all disputes arising under this Agreement.
This Agreement is to be at least partially performed in Fresno County,
California and, as such, Employer and Executive agree that venue shall be proper
with the state or federal courts in Fresno County, California to hear such
disputes.

         13.6 Executive and Employer shall execute and deliver any and all
additional instruments and agreements that may be necessary or proper to carry
out the purposes of this Agreement.

         13.7 The descriptive headings of the several sections of this Agreement
are inserted for convenience only and do not constitute a party of this
Agreement.

         13.8 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same Agreement.

         13.9 Executive acknowledges that Executive has had the opportunity to
read this Agreement and discuss it with advisors and legal counsel, if Executive
has so chosen. Executive also acknowledges the importance of this Agreement and
that Employer is relying on this Agreement in entering into an employment
relationship with Executive.

                            (Signature page follows.)

                                      -11-




         The undersigned, intending to be legally bound, have executed this
Agreement on the date first written above.

EMPLOYER:                            PACIFIC ETHANOL, INC.


                                     By: /S/ RYAN TURNER
                                         --------------------------------------
                                         Ryan Turner, Chief Operating Officer



EXECUTIVE:                               /S/ TOM KOEHLER
                                         --------------------------------------
                                         Tom Koehler



                                      -12-



                                   APPENDIX I

                             ADDITIONAL DEFINITIONS
                             ----------------------

         For purposes of this Agreement, the following additional capitalized
terms shall have the respective definitions set forth below:

         AUDITORS. The term "AUDITORS" means Employer's independent auditors.

         BENEFIT PLAN. The term "BENEFIT PLAN" means any benefit plan or
arrangement (including, without limitation, Employer's profit sharing or stock
option plans, if any, and medical, disability and life insurance plans) in which
Executive is participating (or any other plans providing Executive with
substantially similar benefits).

         CHANGE IN CONTROL. A "CHANGE IN CONTROL" of Employer shall be deemed to
have occurred if, in a single transaction or series of related transactions: (i)
any person (as such term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")), other than a trustee or fiduciary
holding securities under an employment benefit program is or becomes a
"beneficial owner" (as defined in Rule 13-3 under the Exchange Act), directly or
indirectly of securities of Employer representing 51% or more of the combined
voting power of Employer, (ii) there is a merger (other than a reincorporation
merger) or consolidation in which Employer does not survive as an independent
company, or (iii) the business of Employer is disposed of pursuant to a sale of
assets.

         CODE. The term "CODE" means the Internal Revenue Code of 1986, as
amended.

         DUE CAUSE. The term "DUE CAUSE" means any of the following events:

                  (a) any intentional misapplication by Executive of Employer's
         funds or other material assets, or any other act of dishonesty
         injurious to Employer committed by Executive; or

                  (b) Executive's conviction of (i) a felony or (ii) a crime
         involving moral turpitude; or

                  (c) Executive's use or possession of any controlled substance
         or chronic abuse of alcoholic beverages, which use or possession the
         Board reasonably determines renders Executive unfit to serve in his
         capacity as a senior executive of Employer; or

                  (d) Executive's breach, nonperformance or nonobservance of any
         of the terms of this Agreement, including but not limited to
         Executive's failure to adequately perform his duties or comply with the
         reasonable directions of the Board. Notwithstanding anything in the
         foregoing subsections (c) or (d) to the contrary, Employer shall not
         terminate Executive unless the Board first provides Executive with a
         written memorandum describing in detail how his performance hereunder
         is not satisfactory and Executive is given a reasonable period of time
         (not less than 30 days) to remedy the unsatisfactory performance





         related by the Board to Executive in that memorandum. A determination
         of whether Executive has satisfactorily remedied the unsatisfactory
         performance shall be promptly made by a majority of the disinterested
         directors of the Board (or the entire Board, but not including
         Executive, if there are no disinterested directors) at the end of the
         period provided to Executive for remedy, and their determination shall
         be final.

         GOOD REASON. The term "GOOD REASON" as used in this Agreement shall
mean any of the following which occur without Executive's express written
consent:

                  (e) a general assignment by Employer for the benefit of
         creditors or filing by Employer of a voluntary bankruptcy petition or
         the filing against Employer of any involuntary bankruptcy which remains
         undismissed for thirty days or more or if a trustee, receiver or
         liquidator is appointed;

                  (f) any material changes in Executive's titles, duties or
         responsibilities; or

                  (g) Executive is not paid the compensation and benefits
         required under this Agreement;

                  PROVIDED, HOWEVER, that any of the foregoing actions shall not
         be considered to be Good Reason if the action is undertaken by Employer
         as a termination for Due Cause.

                                      -2-

EX-10.9

                                                                    EXHIBIT 10.9

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made and entered
into as of March 23, 2005, by and between Pacific Ethanol, Inc., a Delaware
corporation (the "SELLER,") and Barry Siegel, an individual ("Purchaser").

                                    RECITALS

         A. Seller is the record and beneficial owner of one hundred (100)
shares of the common stock, no par value per share ("COMMON STOCK") of Sentaur
Corp., a Florida corporation (the "COMPANY").

         B. Seller desires to sell, transfer and assign to Purchaser one hundred
(100) shares of the Company's Common Stock and Purchaser desires to purchase and
receive such shares from Seller on the terms and subject to the conditions set
forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals, and of the
mutual covenants and subject to the conditions hereinafter set forth, the
parties agree as follows:

1.       PURCHASE AND SALE OF THE SHARES.
         --------------------------------

         1.1 PURCHASE AND SALE OF THE SHARES. Seller does hereby sell, transfer,
assign and deliver to Purchaser, and Purchaser does hereby purchase and acquire
from Seller on the terms and for the consideration specified herein, one hundred
(100) shares of the Company's Common Stock (the "SHARES").

         1.2 PURCHASE PRICE AND PAYMENT FOR THE SHARES. The aggregate purchase
price for the Shares shall be Five Thousand Dollars ($5,000). Concurrently with
the delivery by Seller to the Company of stock certificates representing, at
least in part, the Shares (the "SELLER'S CERTIFICATE"), Purchaser shall deliver
to Seller Five Thousand Dollars ($5,000) (the "PURCHASE PRICE") in cash,
certified check or by wire transfer to an account designated by Seller.

         1.3 DELIVERY OF STOCK CERTIFICATES. Concurrently with the delivery of
the Purchase Price to Seller, Seller shall deliver to the Company Seller's
Certificate representing shares of Common Stock of the Company held in Seller's
name, accompanied by a duly endorsed share assignment separate from certificate
and irrevocable instructions to cancel Seller's Certificate and issue and
deliver to (a) Seller a stock certificate in Seller's name for a number of
shares of the Company's Common Stock equal to the total amount of shares of the
Company's Common Stock represented by Seller's Certificate less the Shares
transferred pursuant to this Agreement, and (b) a stock certificate in
Purchaser's name representing the Shares.

2.       REPRESENTATIONS AND WARRANTIES OF SELLER.
         -----------------------------------------

         Seller represents and warrants as follows:



         2.1 CAPACITY AND AUTHORITY. Seller has full legal power, capacity and
authority to sell the Shares and to make, execute, deliver and perform this
Agreement.

3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.
         --------------------------------------------

         Purchaser represents and warrants as follows:

         3.1 CAPACITY AND AUTHORITY. Purchaser has full legal power, capacity
and authority to purchase the Shares and to make, execute, deliver and perform
this Agreement.

         3.2 INVESTMENT INTENT. The Shares to be received by Purchaser are being
acquired for investment for Purchaser's own account, and not with a view to the
resale or distribution of any part thereof, and Purchaser has no present
intention of selling, granting any right of participation in, or otherwise
distributing or disposing of the Shares.

         3.3 NO REGISTRATION. Purchaser understands that the Shares have not
been registered or qualified under the Securities Act of 1933 (the "SECURITIES
ACT") or any state securities laws.

         3.4 TRANSFERABILITY RESTRICTIONS. Purchaser understands that the
transferability of the Shares will be restricted by federal and state securities
laws. Purchaser further understands that he will make no disposition of the
Shares unless a registration statement under the Securities Act is in effect
with respect to such Shares or, in the alternative, an exemption from
registration under the Securities Act is found to be available to the reasonable
satisfaction of the Company. Purchaser further understands and agrees that the
following legend will be placed on the certificates and instruments representing
the Shares:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"). THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT
                  AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
                  OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE
                  ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

         The certificate representing the Shares will also bear any legend
required by the laws of any state that has jurisdiction over the offering
represented by the terms of this Agreement.

4.       MISCELLANEOUS.
         --------------

         4.1 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties pertaining to its subject matter, and supersedes all prior
or contemporaneous written or oral agreements and understandings of the parties,
either expressed or implied. The parties hereto may, by mutual agreement in
writing executed by all parties, amend this Agreement in any respect.

                                      -2-


         4.2 GOVERNING LAW. This Agreement shall in all respects be governed by
the laws of the State of California, as such laws are applied to agreements
between California residents entered into and to be performed entirely within
California.

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

         4.4 ATTORNEYS' FEES. If any party shall bring an action at law or
equity against the other to enforce or interpret any of the covenants and
provisions of this Agreement, the prevailing party in such action shall be
entitled to reasonable attorneys' fees.

         4.5 INUREMENT. This Agreement shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, heirs and legatees
of the respective parties.

         4.6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the parties made herein shall survive the consummation of the
transactions contemplated hereby.

         4.7 REPRESENTATION BY COUNSEL. Purchaser and Seller have each been
advised to seek his own counsel and has done so to the extent he deems
appropriate.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

PACIFIC ETHANOL, INC.                     BARRY SIEGEL

By: /S/ NEIL KOEHLER                      By: /S/ BARRY SIEGEL
    ------------------------                  --------------------------


                                      -3-



                                 ASSIGNMENT AND
                             ASSUMPTION OF CONTRACTS

         This Assignment and Assumption of Contracts (the "Agreement") is made
and entered into effective as of March 23, 2005 (the "Effective Date") by and
between Accessity, a New York corporation (the "Assignor"), and Sentaur Corp., a
Florida corporation (the "Assignee").

                                   WITNESSETH:
                                   -----------

         WHEREAS, Assignor and Assignee are parties to that certain Stock
Purchase Agreement, dated March 23, 2005, 2005 (the "Purchase Agreement");

         WHEREAS, Assignor is a party to, or has obligations with respect to,
certain contracts, as set forth on Exhibit A hereto (the "Assumed Contracts");
and

         WHEREAS, Assignor has agreed to assign the Assumed Contracts to
Assignee and Assignee has agreed to assume the obligations of Assignor under the
Assumed Contracts, on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties agree as follows:

         1. On the Effective Date, Assignor hereby assigns and delivers to
Assignee, its successors and permitted assigns: (a) all of Assignor's right,
title and interest in, to and under the Assumed Contracts; (b) any and all
rights of Assignor to extend or renew the Assumed Contracts; and (c) any and all
other rights, options and privileges granted to Assignor, as the contracting
party thereunder, from and after the Effective Date, subject to the covenants,
terms and conditions contained in each of the respective Assumed Contracts.

         2. Assignee hereby accepts the assignment of the Assumed Contracts from
Assignor and hereby assumes the obligation to observe and perform all of the
terms, covenants and conditions thereof to be observed or performed by Assignor
thereunder after the Effective Date, with the same force and effect as if
Assignee had executed the Assumed Contracts originally as the contracting party
named therein.

         3. This Agreement shall be construed in accordance with the laws of the
State of Delaware.





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

                                             ACCESSITY CORP.


                                    By:  /S/ BARRY SIEGEL
                                         -----------------------------------
                                    Name:  Barry Siegel
                                         -----------------------------------

                                    Title: Chairman and Ceo
                                         -----------------------------------


                                             SENTAUR CORP.


                                    By:  /S/ BARRY SIEGEL
                                         -----------------------------------

                                    Name:  Barry Siegel
                                         -----------------------------------

                                    Title: Chairman and Ceo
                                         -----------------------------------

EX-10.10

                                                                   EXHIBIT 10.10

                              PACIFIC ETHANOL, INC.
                               5711 N. West Avenue
                            Fresno, California 93711


March 23, 2005


Mr. Neil M. Koehler
5711 N. West Avenue
Fresno, CA 93711


Dear Mr. Koehler:

         This Letter Agreement memorializes the terms of an agreement between
you and Pacific Ethanol, Inc., a Delaware corporation (the "COMPANY"), regarding
the indemnification obligations of the Company with respect to that certain
Guaranty made by you in favor of Comerica Bank under which you guarantee the
payment by Kinergy Marketing, LLC, an Oregon limited liability company
("KINERGY") of any existing or future indebtedness to Comerica Bank. This
Guaranty was made in connection with Kinergy's execution of the (i) Master
Revolving Note in favor of Comerica Bank, dated September 24, 2004 ("NOTE");
(ii) Security Agreement in favor of Comerica Bank dated September 24, 2004
("SECURITY AGREEMENT"); (iii) letter agreement with Comerica Bank dated
September 24, 2004 ("LETTER AGREEMENT"); (iv) Irrevocable Standby Letter of
Credit No. 595744-41 issued by Comerica Bank dated as of October 1, 2004, as
amended on March 3, 2005 ("LETTER OF CREDIT NO. 1"); and (v) Irrevocable Standby
Letter of Credit No. 595743-41 issued by Comerica Bank dated as of October 1,
2004, as amended on March 3, 2005 ("LETTER OF CREDIT NO. 2"). The Note, Security
Agreement, Letter Agreement, Letter of Credit No. 1 and Letter of Credit No. 2
are collectively referred to herein as the "LOAN AGREEMENTS." The effective date
of this Letter Agreement shall be as of the date first set forth above.

         Kinergy is a party to that certain Share Exchange Agreement (the "SHARE
EXCHANGE AGREEMENT") dated as of May 14, 2004, as amended on July 29, 2004,
October 1, 2004, January 7, 2005, February 16, 2005 and March 3, 2005, by and
among Accessity Corp., a New York Corporation ("ACCESSITY"), Pacific Ethanol,
Inc., a California corporation ("PEI"), Kinergy, ReEnergy, LLC, a California
limited liability company ("REENERGY"), each of the shareholders and holders of
options or warrants to acquire shares of common stock of the Corporation, and
each of the limited liability company members of each of ReEnergy and Kinergy.
Pursuant to such Share Exchange Agreement, each of PEI, Kinergy and ReEnergy
will become a wholly-owned subsidiary of the Company following a reincorporation
merger of Accessity with and into the Company. The transactions contemplated by
the Share Exchange Agreement shall be referred to herein as the "SHARE EXCHANGE
TRANSACTION."



         Kinergy has obtained the written consent of Comerica Bank to the Share
Exchange Transaction and the resulting change in control of Kinergy. Because you
will no longer be the member or manager of Kinergy after the close of the Share
Exchange Transaction, the Company has agreed to replace you as guarantor under
the Guaranty. Such replacement is to occur as soon as reasonably practicable
after the closing of the Share Exchange Transaction.

         Prior to the date that you are effectively replaced as guarantor under
the Guaranty, the Company shall indemnify, defend and hold harmless you, your
agents and representatives for all losses, claims, liabilities and damages
caused or arising from out of (a) the Company's failure to pay its indebtedness
under the Loan Agreements such that you are required to pay such amounts to
Comerica Bank pursuant to the Guaranty, or (b) a breach of the Company's duties
to indemnify and defend as set forth in this paragraph.

         If the foregoing terms are consistent with our understanding and
agreement, please sign the additional copy of this Letter Agreement. By
executing this Letter Agreement, the undersigned person represents and warrants
that he has been duly authorized to execute this Letter Agreement on his
company's behalf.



                                                 Sincerely,

                                                 PACIFIC ETHANOL, INC.,
                                                 a Delaware corporation


                                                 By: /S/ RYAN TURNER
                                                     ---------------------------
                                                     Ryan Turner
                                                     Chief Operating Officer


ACCEPTED AND AGREED TO:



/S/ NEIL M. KOEHLER
- --------------------------
NEIL M. KOEHLER


                                      -2-

EX-10.11

                                                                   EXHIBIT 10.11

                        ASSIGNMENT OF TERM LOAN AGREEMENT
                                AND DEED OF TRUST

         THIS ASSIGNMENT OF TERM LOAN AGREEMENT AND DEED OF TRUST is made and
entered into effective as of March 23, 2005 by and between PACIFIC ETHANOL,
INC., a California corporation ("ASSIGNOR"), PACIFIC ETHANOL, INC., a Delaware
corporation ("ASSIGNEE"), WILLIAM L. JONES, an individual ("JONES"), and LYLES
DIVERSIFIED, INC., a California corporation ("LDI").

                                R E C I T A L S:
                                ----------------

         A. Assignor executed that certain Term Loan Agreement by and among LDI,
as Lender, and Assignor, as Borrower, dated as of June 16, 2003, and amended on
July 29, 2004 and on March 10, 2005 (as amended, the "AGREEMENT"), which
provides for a term loan from LDI to Assignor in the amount of $5,100,000 (the
"LOAN"). The Agreement also provides that LDI has the right to purchase shares
of common stock or to convert up to $1,500,000 of the principal owing under the
Agreement to shares of common stock of Assignor.

         B. Repayment of the Loan under the Agreement was and is secured by that
certain Deed of Trust (Non-Construction) Security Agreement and Fixture Filing
with Assignment of Rents dated June 20, 2003, executed by Assignor, as Trustor,
and LDI, as Beneficiary, naming Chicago Title Company as Trustee (the "DEED OF
TRUST"), recorded May 14, 2004 as Instrument No. 2004020570, in the Official
Records of Madera County, California. The Deed of Trust encumbers certain real
property located in the County of Madera, State of California, more particularly
described in EXHIBIT "A" attached hereto and incorporated herein (the
"PROPERTY"), and all tangible personal property now owned or hereafter located
on the Property.

         C. Repayment of the Loan under the Agreement was and is guaranteed
under that certain Continuing Guaranty dated as of June 20, 2003 by and among
William L. Jones, as Guarantor, and LDI, as Lender (the "GUARANTY").

         D. Assignor desires to assign the Agreement and Deed of Trust, and its
rights and obligations thereunder, to Assignee, and Assignee desires to accept
such assignment (the "ASSIGNMENT"), in connection with the share exchange
transaction (the "SHARE EXCHANGE TRANSACTION") pursuant to that certain Share
Exchange Agreement by and among Assignor, Accessity Corp., a New York
corporation ("ACCESSITY"); Kinergy Marketing, LLC, an Oregon limited liability
company ("KINERGY"); ReEnergy, LLC, a California limited liability company
("REENERGY"); the shareholders and warrantholders of Assignor, and the limited
liability company members of Kinergy and ReEnergy, dated as of May 14, 2004 and
subsequently amended by Amendment No. 1 to Share Exchange Agreement dated as of
July 29, 2004, Amendment No. 2 to Share Exchange Agreement dated as of October
1, 2004, Amendment No. 3 to Share Exchange Agreement dated as of January 7,
2005, Amendment No. 4 to Share Exchange Agreement dated as of February 16, 2005,
and Amendment No. 5 to Share Exchange Agreement dated as of March 3, 2005.
Pursuant to such Share Exchange Transaction, the shareholders of Assignor will
exchange all of their shares of common stock of Assignor for shares of common
stock of Accessity and thereby become a wholly-owned subsidiary of Accessity.



         E. Assignor desires to sell, pursuant to the Securities Purchase
Agreements by and between the Assignor and various investors, up to 700 units
("UNITS") at a purchase price of $30,000 per Unit, with each Unit consisting of
10,000 shares of Assignor's common stock, a two-year warrant to purchase 2,000
shares of common stock at an exercise price of $3.00 per share, and a two-year
warrant to purchase 1,000 shares of common stock at an exercise price of $5.00
per share (the "SECURITIES PURCHASE TRANSACTION").

         F. LDI desires to consent to the Assignment and Share Exchange
Transaction as described herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and agreements of the parties herein, Assignor and Assignee
hereby agree as follows:

1. ASSIGNMENT. Assignor hereby transfers, releases, assigns and delivers unto
Assignee and its successors and assigns, the Agreement and Deed of Trust,
together with all liens, security interests, guaranties, assignments, covenants,
rights and obligations of Assignor in any way related to the Agreement and Deed
of Trust. Assignment of the Deed of Trust shall be additionally evidenced by
Assignor's execution of an Assignment of Interest in Deed of Trust in the form
attached hereto as EXHIBIT "B" ("ASSIGNMENT OF DEED OF TRUST").

2. ACKNOWLEDGMENT AND ACCEPTANCE BY ASSIGNEE. Assignee hereby acknowledges and
accepts the foregoing Assignment and assumes all of the rights and obligations
hereby assigned.

3. CONSENT TO ASSIGNMENT, SHARE EXCHANGE TRANSACTION AND SECURITIES PURCHASE
TRANSACTION. LDI hereby consents to the foregoing Assignment, Share Exchange
Transaction and Securities Purchase Transaction, and acknowledges that Assignee
will hereafter be solely responsible for all obligations under the Agreement and
Deed of Trust.

4. CONTINUATION OF GUARANTY. Jones hereby agrees that the Guaranty shall
continue in full force and effect with respect to Assignee's repayment of the
Loan under the terms of the Agreement.

5. FURTHER COOPERATION. Each of the parties hereto agree to execute and deliver
such further documents, instruments and agreements, and to take any and all such
other actions and undertakings as may be reasonably necessary or incidental to
effectuate and carry out the provisions of this Assignment.

4. ATTORNEY'S FEES. In the event of any dispute between the parties hereto
involving the covenants, representations and/or warranties herein contained or
arising out of the subject matter of this Assignment, the prevailing party shall
be entitled to recover reasonable expenses, attorney's fees and costs.

5. BINDING EFFECT. This Assignment shall be binding upon and shall inure to the
benefit of each of the parties hereto, and their respective successors and
assigns.

                                      -2-



6. COUNTERPARTS. This Assignment may be executed in one or more counterparts,
and all so executed shall constitute one agreement binding on all parties
hereto, notwithstanding that all parties are not signatories to the original or
the same counterpart.

7. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.

8. AMENDMENT. This Assignment shall not be amended or modified in any way except
by a written instrument executed by the parties hereto.


         IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first above written.

ASSIGNOR:                      PACIFIC ETHANOL, INC.,
                               a California corporation


                               By: /S/ NEIL KOEHLER
                                  -------------------------------------
                                   Neil Koehler, Chief Executive Officer


ASSIGNEE:                      PACIFIC ETHANOL, INC.,
                               a Delaware corporation


                               By: /S/ NEIL KOEHLER
                                  -------------------------------------
                                   Neil Koehler, Chief Executive Officer

JONES:
                               /S/ WILLIAM L. JONES
                               ----------------------------------------
                               WILLIAM L. JONES

LDI:
                               LYLES DIVERSIFIED, INC., a California corporation


                               By:/S/ WILLIAM LYLES
                                  -------------------------------------
                                  William Lyles, Vice President

                                      -3-




                          EXHIBIT "A" TO ASSIGNMENT OF
                          ----------------------------
                     TERM LOAN AGREEMENT AND DEED OF TRUST
                     -------------------------------------

                          LEGAL DESCRIPTION OF PROPERTY
                          -----------------------------


         Property description is attached hereto.




                                      -4-


                                   EXHIBIT "B"
                                   -----------

                           ASSIGNMENT OF DEED OF TRUST
                           ---------------------------


RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Rutan & Tucker, LLP
P.O. Box 1950
Costa Mesa, CA  92626
Attn:  Kimberly Riker, Esq.

================================================================================
                                     (Space above line for Recorder's use only.)

                     ASSIGNMENT OF INTEREST IN DEED OF TRUST
                     ---------------------------------------

         FOR VALUE RECEIVED, the undersigned, PACIFIC ETHANOL, INC., a
California corporation ("ASSIGNOR"), grants, assigns, and transfers to PACIFIC
ETHANOL, INC., a Delaware corporation ("ASSIGNEE"), all of its right, title, and
interest in and to that certain Deed of Trust (Non-Construction) Security
Agreement and Fixture Filing with Assignment of Rents dated June 20, 2003,
executed by PACIFIC ETHANOL, INC., a California corporation, as Trustor, in
favor of LYLES DIVERSIFIED, INC., a California corporation ("LDI"), as
Beneficiary, naming Chicago Title Company as Trustee, recorded May 14, 2004 as
Instrument No. 2004020570, in the Official Records of Madera County, California
(the "DEED OF TRUST").

         The Deed of Trust encumbers that certain real property located in the
County of Madera, State of California, as more particularly described in EXHIBIT
"A" attached hereto and incorporated herein by reference.

         Assignor further grants, assigns and transfers to Assignee, Assignor's
rights and obligations under that certain Term Loan Agreement dated June 16,
2003, and amended on July 29, 2004 and on March 10, 2005, which was executed by
Assignor, as borrower, in favor of LDI, as lender, and which provides for a term
loan in the original principal amount of FIVE MILLION ONE HUNDRED DOLLARS
($5,100,000), (the "LOAN AGREEMENT"), together with all money due and to become
due under the Loan Agreement with interest, and all rights and obligations of
Assignor under the Deed of Trust.



                   [End of Document - Signature on Next Page]


                                      -5-




         IN WITNESS WHEREOF, Assignor has executed this Assignment of Interest
in Deed of Trust as of March 23, 2005.

                                       PACIFIC ETHANOL, INC.,
                                       a California corporation


                                       By:/S/ NEIL KOEHLER
                                          --------------------------------------
                                          Neil Koehler, Chief Executive Officer





                                      -6-




STATE OF CALIFORNIA                         )
                                            )  ss.
COUNTY OF ORANGE                            )

         On March 23, 2005 before me, Collene Houston, personally appeared Neil
Koehler________________________________________________________________
_____________________________________________________________________ personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature
on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.

         Witness my hand and official seal.

                                                     /S/ COLLENE HOUSTON
                                                     -------------------
                                                     Notary Public

[SEAL]



                                      -7-





                   EXHIBIT "A" TO ASSIGNMENT OF DEED OF TRUST
                   ------------------------------------------

                          LEGAL DESCRIPTION OF PROPERTY
                          -----------------------------


         Property description is attached hereto.







                                      -8-

EX-10.12

                                                                   EXHIBIT 10.12


                               TERM LOAN AGREEMENT
                (LYLES DIVERSIFIED, INC. -PACIFIC ETHANOL, INC.)

         THIS TERM LOAN AGREEMENT (the "LOAN AGREEMENT") is made effective as of
June 16,2003, by and between LYLES DIVERSIFIED, INC., a California corporation
(the "LENDER") and PACIFIC ETHANOL, INC., a California corporation (the
"BORROWER").

         A. Borrower has agreed to purchase certain real property consisting of
approximately 137 acres located in Madera County, California, on Avenue 12 about
four miles east of Highway 99 (the "REAL PROPERTY"). The Real Property is being
offered for sale by the trustee for the bankruptcy estate of Coast Grain
Company. The Real Property includes certain improvements and fixtures,
including, but not limited to, a grain storage and processing facility, an
office building, and two railroad sidings (the "EXISTING FACILITIES").

         B. Borrower intends to expand the Existing Facilities by constructing
an ethanol production facility on the Real Property (the "MADERA FACILITY").
Borrower also intends, at some future date, to construct a second ethanol
production facility in California (the "SECOND FACILITY"). Borrower has selected
W.M. Lyles Co. (the "BUILDER") as the general contractor for the Madera Facility
and the Second Facility. The Lender is the parent company of Builder. Borrower
and Builder intend to enter into a design-build construction contract for the
construction of the Madera Facility and, at a later date enter into a second
design-build construction contract for the Second Facility (the "DESIGN-BUILD
CONTRACT").

         C. Borrower requires financing to complete its acquisition of the Real
Property and Lender has agreed to loan monies and/or extend other financial
accommodations to Borrower against the security of the Real Property, subject to
the terms and conditions of this Loan Agreement.

         NOW THEREFORE, in consideration of the mutual terms and conditions
contained herein, the parties agree as follows:

1.       FACILITIES

         1.1 THE TERM LOAN. Lender agrees to make a term loan to Borrower in the
amount of $5,l00,000.00. The credit facility described in this Section shall be
referred to below as the "TERM LOAN". The Borrower will pay interest on all
amounts owing under the Term loan until payment in full of any principal
outstanding thereunder.

         1.2 INITIAL ADVANCE; DEPOSIT. On March 24,2003 Lender made an initial
advance to Borrower under the Term Loan in the principal amount of $510,000.00,
which Borrower used as a good-faith deposit for the purchase of the Real
Property (the "DEPOSIT"). Interest will accrue from March 24,2003 on the
principal amount of the Deposit, at the rates indicated in Paragraph 1.3 of this
Loan Agreement.


                                      -1-


         1.3 REPAYMENT TERMS.

                  (a) INTEREST RATE. Interest under the Term Loan will accrue at
the following rates:

                           (i) A rate of five percent (5.00%) per annum through
June 19, 2004.

                           (ii) A rate per annum equal to the "WALL STREET
JOURNAL PRIME RATE" (as defined in Section 1.2(b)) plus two percentage points
(2.00%) from June 20,2004 until the Maturity Date (as defined in Section
1.3(d)).

                  (b) DEFINITION OF WALL STREET JOURNAL PRIME RATE. The "WALL
STREET JOURNAL PRIME RATE" for any day is a fluctuating rate of interest equal
to the highest rate published from time to time in the "MONEY RATES" section of
The Wall Street Journal as the Prime Rate for such day (or, if such source is
not available, such alternate source as determined by the Lender).

                  (c) COMPUTATION AND PAYMENT OF INTEREST. Interest shall be
based on a 365 day year and compounded monthly. Interest shall be paid monthly
commencing on June 20,3004, and continuing on the twentieth (20th) day of each
month thereafter. If interest is not paid as it becomes due, it may be added to,
become and be treated as a part of the principal, and shall thereafter bear like
interest.

                  (d) PRINCIPAL PAYMENTS/MATURITY DATE. One third of the
principal outstanding on June 20,2006 shall be paid on that date. Half of the
principal outstanding on June 20, 2007 shall be paid on that date. All remaining
outstanding principal, together with any accrued interest thereon, shall be due
and payable on June 20,2008, (the "MATURITY DATE").

                  (e) ADDITIONAL PRINCIPAL PAYMENTS. Borrower shall be rewired
to prepay the principal owing under the Term Loan in the following
circumstances:

                           (i) should the construction cost for the Madera
Facility to be constructed on the Real Property be less than $42.6 million then
Borrower shall promptly pay lender the difference between the actual
construction cost and $42.6 million: and

                           (ii) should Borrower obtain construction funding for
the Second Facility Borrower shall promptly pay Lender all principal and accrued
interest then outstanding.

                  1.4 PREPAYMENT. Borrower may prepay any amount owing under the
Term Loan, in whole or in part, at any time and without penalty, provided,
however, that any partial prepayment shall first be applied, at Lender's option,
to accrued and unpaid interest and next to the outstanding principal balance.


                                      -2-


                  1.5 RIGHT TO CONVERT DEBT TO COMMON STOCK. Lender shall have
the right to convert up to $1,500,000 of the principal owing to common shares of
Borrower. Any principal converted shall be considered paid on the date of
conversion and shall cease to accrue interest as of that date. The conversion of
debt to stock shall occur by Lender purchasing up to a total of $1,500,000 worth
of common shares at the fixed price of One 501100 Dollars ($1.50) per share.
Lender may purchase shares under this conversion right up to and including March
31, 2005. Lender shall have no right pursuant to this Agreement to convert debt
to stock ownership following that date. The expiration date for the right to
convert debt to stock ownership cannot be extended irrespective of any
performance, or lack of performance, of Borrower under the Loan Documents. If
Borrower intends to prepay the principal prior to March 31,2005, Lender shall
have the option to exercise its right to convert debt to common stock (as of the
date of the proposed prepayment) in lieu of accepting the prepayment.

                  1.6 PAYMENT. If any payment required to be made by Borrower
hereunder becomes due and payable on a day other than a Business Day (as defined
below), the due date thereof shall be extended to the next succeeding Business
Day and interest thereon shall be payable at the then applicable rate during
such extension. Both principal and interest are payable in lawful money of the
United States of America in same day funds at any place that Lender may, from
time to time, in writing designate. "BUSINESS DAY" shall mean a day, other than
a Saturday or Sunday, on which commercial Lenders are open for business in
California.

                  1.7 DEFAULT RATE. If any amount owing under the Term Loan is
not paid when due, whether at stated maturity, by acceleration, or otherwise,
will bear interest from the date on which that amount is due until the amount is
paid in full, payable on demand, at a rate which is two percent (2.00%) in
excess of the rate or rates then in effect (the "DEFAULT RATE").

                  1.8 LATE PAYMENT. In addition to any other rights Lender may
have hereunder, if any payment of principal or interest, or any portion thereof,
under this Loan Agreement is not paid in accordance with the terms herein, a
late payment charge equal to five percent (5%) of such past due payment may be
assessed and shall be immediately payable.

2.       COLLATERAL, SUBORDINATION AND GUARANTY

                  2.1 REAL PROPERTY SECURITY. Borrower agrees to execute and
deliver to Lender a deed of trust dated concurrently with this Loan Agreement
(the "DEED OF TRUST") granting to Lender a first lien security interest on Real
Property (the "COLLATERAL"), to secure the payment and performance of the
obligations hereunder.

                  2.2 SUBORDINATION TO FINANCING. Lender agrees to execute and
deliver to Borrower a subordination of Lender's security interest in the
Collateral to the subsequent deed(s) of trust executed by Borrower to secure the
financing necessary for the construction of the Madera Facility. The form and
terms of the subordination shall be reasonably acceptable to the lender(s) that
finance the Madera Facility construction.

                  2.3 GUARANTY. The obligations of Borrower under this Loan
Agreement ("OBLIGATIONS") shall be secured by the continuing guaranty (the
"GUARANTY") of William L. Jones, Chairman of the Board of Borrower. The Guaranty
shall be limited to an amount equal to fifty percent of principal and interest
outstanding under the Term Loan, and shall be further limited to a total amount
not to exceed $1,000,000.00.


                                      -3-


                  2.4 ADDITIONAL CONSIDERATION. As additional consideration,
Borrower agrees that Lender will be engaged at the appropriate time, on mutually
acceptable terms substantially similar to the Design-Build Contract for the
Madera Facility, on a Design-Build Contract for the Second Facility irrespective
of whether the Loan is repaid at the time Borrower is prepared to contract for
the design and construction of that facility.

3.       CONDITIONS OF LENDING

3.1 CONDITIONS PRECEDENT TO EXTENSION OF CREDIT. Lender's obligation to make the
Term Loan is subject to the conditions precedent that Lender shall have
received, before making such Term Loan, all of the following, in form and
substance satisfactory to Lender:

                  (a) Evidence that the execution, delivery and performance by
         Borrower of the "LOAN DOCUMENTS" (as defined below) has been duly
         authorized. The term "LOAN DOCUMENTS" shall mean this Loan Agreement,
         the Deed of Trust, the Guaranty, and all other documents or instruments
         entered into between either Borrower and Lender, or by Borrower in
         favor of, or for the benefit of Lender, that recite that they are to
         secure the Obligations.

                  (b) The executed Deed of Trust.

                  (c) The executed Guaranty.

                  (d) Lender holds a duly authorized, created and perfected
         first priority security interest in the Collateral.

                  (e) The representations contained in Section 4 and in any
         other document, instrument or certificate delivered to Lender hereunder
         are true, correct and complete.

         3.2 CONSENT OF OBLIGEES. As long as any principal amount of the Term
Loan remains due and owing to Lender, consent of at least a majority of the
obligees thereunder shall be required for any action that:

                  (a) alters or changes the rights, preferences or privileges of
         such obligees;

                  (b) creates any new debt that is senior to the Obligations
         hereunder;

                  (c) creates any new obligees with rights, preferences or
         privileges senior to the obligees hereunder;

                  (d) amends or waives any provision contained in any document
         evidencing Borrower's corporate existence, including, but not limited
         to, articles of incorporation and by-laws, related to the Obligations
         hereunder; or

                  (e) results in the payment or declaration of any dividend by
         Borrower.


                                      -4-


4.       REPRESENTATIONS AND WARRANTIES

         Borrower hereby makes the representations and warranties to Lender set
forth in this Section. Borrower agrees that each representation and warranty is
continuing.

         4.1 STATUS. Borrower is a corporation, duly formed and validly existing
under the laws of the State of California.

         4.2 AUTHORITY. The execution, delivery and performance by Borrower of
the Loan Documents have been duly authorized and do not and will not: (i)
violate any provision of any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect having
application to Borrower; or (ii) result in a breach of or constitute a default
under any material indenture or loan or credit agreement or other material
agreement, lease or instrument to which Borrower is a party or by which it or
its properties may be bound or affected.

         4.3 LEGAL EFFECT. The Loan Documents, and any instrument, document or
agreement required thereunder, when delivered to Lender, will constitute, legal,
valid and binding obligations of Borrower and are enforceable against Borrower
in accordance with their respective terms.

         4.4 FINANCIAL STATEMENTS. All financial statements, information and
other data which may have been or which may hereafter be submitted by Borrower
to Lender are true, accurate and correct and have been or will be prepared in
accordance with generally accepted accounting principles consistently applied
and accurately represent the financial condition or, as applicable, the other
information disclosed therein. Since the most recent submission of such
financial information or data to Lender, Borrower represents and warrants that
no material adverse change in Borrower's financial condition or operations has
occurred which has not been fully disclosed to Lender in writing.

         4.5 LITIGATION. Except as have been disclosed to Lender in writing,
there are no actions, suits or proceedings pending or, to the knowledge of
Borrower, threatened against or affecting Borrower or its properties before any
court or administrative agency which, if determined adversely to Borrower, would
have a material adverse effect on Borrower's financial condition or operations
or on the Collateral.

         4.6 TITLE TO ASSETS; PERMITTED LIENS. The Borrower has good and
marketable title to all of its assets and the same are not subject to any
security interest, encumbrance, lien or claim of any third person other than:
(i) liens and security interests securing indebtedness owed by the Borrower to
the Lender; (ii) liens for taxes, assessments or similar charges either not yet
due or being duly contested in good faith; (iii) liens of mechanics,
materialmen, warehousemen or other like liens arising in the ordinary course of
business and securing obligations which are not yet delinquent; (iv) liens and
security interests which, as of the date of this Agreement, have been disclosed
to and approved by the Lender in writing; (v) purchase money liens or purchase
money security interests upon or in any property acquired or held by the
Borrower in the ordinary course of business to secure indebtedness outstanding
on the date hereof or permitted to be incurred hereunder; (vi) liens in favor of
any lender providing annual crop financing to Borrower; and (vii) those liens
and security interests which in the aggregate constitute an immaterial and
insignificant monetary amount with respect to the net value of the Borrower's
assets (collectively "PERMITTED LIENS").


                                      -5-


5.       COVENANTS

         Borrower covenants and agrees that, during the term of this Loan
Agreement, and so long thereafter as Borrower is indebted to Lender under this
Loan Agreement, Borrower will, unless Lender shall otherwise consent in writing:

         5.1 USE OF PROCEEDS. Use the proceeds of the Term Loan only as
purchase-money for the acquisition of the Real Property from the trustee of the
bankruptcy estate of Coast Grain Company.

         5.2 REPORTING AND CERTIFICATION REQUIREMENTS. Borrower shall deliver or
cause to be delivered to Lender, so long as five percent of the total amount of
the Term Loan (principal and accrued interest) remains outstanding, the
following financial and other information:

                  (a) Not later than 120 days after the end of each of
         Borrower's fiscal years, a copy of Borrower's annual financial report
         for such year.

                  (b) Not later than 60 days after the end of each of Borrower's
         fiscal quarters, a copy of Borrower's financial report for that
         quarter.

                  (c) Not later than February 15 of any year, provide monthly
         cash flow and budget projections for such calendar year beginning.

         5.3 PRESERVATION OF EXISTENCE; COMPLIANCE WITH APPLICABLE LAWS.
Maintain and preserve the existence of its business and all rights and
privileges now enjoyed; and conduct its business and operations in accordance
with all applicable laws, rules and regulations.

         5.4 MAINTENANCE OF INSURANCE. Maintain insurance in such amounts and
covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which
Borrower owns property. With respect to insurance covering properties in which
Lender maintains a security interest or lien, such insurance shall name Lender
as loss payee pursuant to a loss payable endorsement satisfactory to Lender and
shall not be altered or canceled except upon 30 days' prior written notice to
Lender.

         5.5 INSPECTION RIGHTS. Lender may, at any reasonable time and from time
to time, conduct inspections and audits of the Collateral.

         5.6 TRANSFER ASSETS. Not, after the date hereof, sell, contract for
sale, convey, transfer, assign, lease or sublet, any of its assets (including,
but not limited to, the Collateral) except in the ordinary course of business
(and then only for full, fair and reasonable consideration) without Lender's
prior written consent, which consent shall not be unreasonably withheld.


                                      -6-


         5.7 CHANGE IN NATURE OF BUSINESS. Not make any material change in its
financial structure or the nature of its business as existing or conducted as of
the date hereof.

         5.8 NOTICE. Give Lender prompt written notice of any and all (i) Events
of Default; (ii) litigation, arbitration or administrative proceedings to which
Borrower is a party or which affects the Collateral, and in which the claim or
liability exceeds $500,000.00; (iii) other matters which have resulted in, or
might result in a material adverse change in the Collateral or the financial
condition or business operations of Borrower.

6.       EVENTS OF DEFAULT

         Any one or more of the following described events shall constitute an
event of default (an "EVENT OF DEFAULT") under this Loan Agreement:

         6.1 NON-PAYMENT. Borrower shall fail to pay any Obligations when due.

         6.2 NON-PERFORMANCE. Borrower shall fail in any material respect to
perform or observe any term, covenant or agreement contained in the Loan
Documents and any such failure shall continue unremedied for more than 60 days
after the occurrence thereof.

         6.3 REPRESENTATIONS AND WARRANTIES; FINANCIAL STATEMENTS. Any
representation or warranty made by Borrower under or in connection with the Loan
Documents or any financial statement given by Borrower, or any representation
made by Borrower in any other document, instrument or certificate provided to
Lender, shall prove to have been incorrect in any material respect when made or
given or when deemed to have been made or given.

         6.4 INSOLVENCY. Borrower shall: (i) become insolvent or be unable to
pay its debts as they mature; (ii) make an assignment for the benefit of
creditors or to an agent authorized to liquidate any substantial amount of its
properties and assets; (iii) file a voluntary petition in Lenderruptcy or
seeking reorganization or to effect a plan or other arrangement with creditors;
(iv) file an answer admitting the material allegations of an involuntary
petition relating to Lenderruptcy or reorganization or join in any such
petition; (v) become or be adjudicated a Lendermpt; (vi) apply for or consent to
the appointment of, or consent that an order be made, appointing any receiver,
custodian or trustee, for itself or any of its properties, assets or businesses;
or (vii) any receiver, custodian or trustee shall have been appointed for all or
substantial part of its properties, assets or businesses and shall not be
discharged within 60 days after the date of such appointment.

         6.5 EXECUTION. Any writ of execution or attachment or any judgment lien
shall be issued against any property of either Obligor and shall not be
discharged or bonded against or released within 60 days after the issuance or
attachment of such writ or lien.

         6.6 SUSPENSION. Borrower shall voluntarily suspend the transaction of
business or allow to be suspended, terminated, revoked or expired any permit,
license or approval of any governmental body necessary to conduct Borrower's
business as now conducted.


                                      -7-


7.       REMEDIES ON DEFAULT

         Upon the occurrence of any Event of Default, Lender may, at its sole
and absolute election, without demand and only upon such notice as may be
required by law:

         7.1 ACCELERATION. Declare any or all of Borrower's indebtedness owing
to Lender, whether under this Loan Agreement or any other document, instrument
or agreement, immediately due and payable, whether or not otherwise due and
payable.

         7.2 PROTECTION OF SECURITY INTEREST. Make such payments and do such
acts as Lender, in its sole judgment, considers necessary and reasonable to
protect its security interest or lien in the Collateral. Borrower hereby
irrevocably authorizes Lender to pay, purchase, contest or compromise any
encumbrance, lien or claim which Lender, in its sole judgment, deems to be prior
or superior to its security interest.

         7.3 FORECLOSURE. Enforce any security interest or lien given or
provided for under this Loan Agreement or under any security agreement,
mortgage, deed of trust or other document, in such manner and such order, as to
all or any part of the properties subject to such security interest or lien, as
Lender, in its sole judgment, deems to be necessary or appropriate and Borrower
hereby waives any and all rights, obligations or defenses now or hereafter
established by law relating to the foregoing.

8.       MISCELLANEOUS

         8.1 FURTHER ASSURANCES. From and after the date of this Agreement,
Lender and Borrower agree to do such things, perform such acts, and make,
execute, acknowledge and deliver such documents as may be reasonably necessary
or proper and usual to carry out the purpose of the Loan Documents in accordance
with their terms.

         8.2 SURVIVAL OF REPRESENTATIONS. All representations, warranties,
covenants, agreements, terms and conditions made herein shall survive the
execution, delivery and closing of this Agreement and all transactions
contemplated hereunder.

         8.3 NOTICES. Any notice herein required or permitted to be given shall
be in writing and may be (i) personally served, (ii) sent by United States mail
and shall be deemed to have been given when deposited in the United States mail,
registered or certified, with return receipt requested, with postage prepaid and
properly addressed or (iii) sent by an established commercial courier service
with written acknowledgment of receipt requested. For the purposes hereof, the
addresses of the parties hereto (until notice of a change thereof is served as
provided in this section) shall be as follows:

To Borrower:                                            To Lender:

PACIFIC ETHANOL, INC.                                   LYLES DIVERSIFIED, INC.
5711 North West Avenue                                  Post Office Box 4376
Fresno, California 93711                                Fresno, California 93744
Fax: (559) 435-1478                                     Fax: (559) 487-7948


                                      -8-


         8.4 DESCRIPTIVE HEADINGS. The descriptive headings of the several
sections of this Agreement are inserted for convenience and shall not be deemed
to affect the meaning or construction of any of the provisions hereof.

         8.5 COSTS AND EXPENSES. Lender and Borrower shall each pay their own
respective costs and expenses incurred, or to be incurred, by said party in
negotiating and preparing this Agreement, and all exhibits hereto, and in
closing and carrying out the transactions contemplated by this Loan Agreement
(including, without limitation, attorneys', paralegals', and other
professionals' fees and costs).

         8.6 SEVERABILITY. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

         8.7 AMENDMENT PROVISION. The term "AGREEMENT" or "THIS AGREEMENT" and
all reference thereto as used throughout this instrument shall mean this
instrument as originally executed or, if later amended or supplemented, then as
so amended or supplemented. Any amendment to this Agreement must be in writing
signed by the party to be charged.

         8.8 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be an original, but all of which shall constitute one and the
same Agreement.

         8.9 APPLICABLE LAW. The Loan Documents and the rights and obligations
of the parties thereto shall be governed by the laws of the State of California
except to the extent that Lender has greater rights or remedies under federal
law, in which case such choice of California law shall not be deemed to deprive
Lender of such rights and remedies as may be available under federal law.

         8.10 ASSIGNABILITY. The Loan Documents shall be binding upon the
parties hereto and their respective successors and assigns, and shall inure to
the benefit of the parties hereto and the successors and assigns of Lender.
Lender may transfer or assign all or part of its interest hereunder to one or
more of Lender's affiliated partnerships or funds managed by it or any of their
respective directors, officers or partners.

         8.11 INTEGRATED AGREEMENT. The Loan Documents constitute the entire and
integrated agreement between Lender and Borrower relating to the Term Loan and
all matters addressed herein and supersede all prior negotiations,
communications, understandings and commitments relating thereto, whether written
or oral. Should Borrower fail to complete a merger or a share exchange agreement
with a public company by December 31,2004, the parties agree that the terms of
the loan shall revert to the terms set out in the Letter of Intent dated March
10,2003, however, if such a merger does occur the Summary of Terms with Secured
Debt with Equity shall be of no force or effect.

         8.12 JURY TRIAL WAIVER; REFERENCE. In any judicial action or proceeding
arising from or relating to this Agreement or the other Loan Documents,
including any action or proceeding involving a claim based on or arising from an
alleged tort, (i) Lender and Borrower hereby waive any right it or they may have
to request or demand a trial by jury and (ii) if the action is before a court of
any judicial district of the State of California, either Lender or Borrower may


                                      -9-


elect to have all decisions of fact and law determined by a reference in
accordance with California Code of Civil Procedure section 638 m. If such an
election is made, the parties shall designate to the court referee or referees
selected under the auspices of the American Arbitration Association in the same
manner as arbitrators are selected in Association-sponsored proceedings. The
presiding referee of the panel, or the referee if there is a single referee,
shall be an active attorney or retired judge. Judgment upon the award rendered
by such referee or referees shall be entered in the court in which such
proceeding was commenced in accordance with California Code of Civil Procedure
sections 644 and 645.

         8.13 VENUE. Venue for any action hereunder shall be in an appropriate
court in Fresno, California, selected by Lender to which Borrower hereby.

         IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be executed as of the date first above written.

LENDER:                                      BORROWER:

LYLES DIVERSIFIED, INC., a California        PACIFIC ETHANOL, INC., a California
corporation                                           corporation


By: /S/ WILLIAM M. LYLES                     By: /S/ NEIL KOEHLER
   ------------------------------               ------------------------------
    William M. Lyles, President                           Neil Koehler, CEO


By: /S/ WILL LYLES                           By: /S/ RYAN TURNER
   ------------------------------               ------------------------------
    Will Lyles, Vice-President                   Ryan Turner, Secretary/COO



                                      -10-


RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

LYLES DIVERSIFIED, INC.
Post Office Box 4376
Fresno, California 93744
Attn: William M. Lyles, President

- --------------------------------------------------------------------------------
                  SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY

               DEED OF TRUST (NON-CONSTRUCTION) SECURITY AGREEMENT
                   AND FIXTURE FILING WITH ASSIGNMENT OF RENTS

         THIS DEED OF TRUST is made effective as of June 20, 2003, by and among
PACIFIC ETHANOL, INC., a California corporation ("TRUSTOR"), CHICAGO TITLE
COMPANY, a California corporation ("TRUSTEE"), and LYLES DIVERSIFIED, INC., a
California corporation ("BENEFICIARY").

         TRUSTOR HEREBY IRREVOCABLY GRANTS, TRANSFERS AND ASSIGNS to TRUSTEE,
its successors and assigns, IN TRUST, WITH POWER OF SALE:

         All that property now or hereafter acquired in the County of Madera,
State of California, described in the attached EXHIBIT "A" (herein referred to
as the "PROPERTY");

         TOGETHER WITH, and including, without limitation: all of the buildings
and improvements now or hereafter erected on the property; all of the easements,
rights, rights-of-way, privileges, franchises, appurtenances, permits and
licenses, including, but not limited to, permits to operate, emission reduction
certificates, conditional use permits, and waste discharge requirements, now or
hereafter belonging to, or in any way appertaining, or in any way arising out of
ownership, development, or operation of the Property, or in any way necessary,
convenient, or required for TRUSTOR's use of the Property, or in any way being a
means of access, to said property; all water and water rights, and pumps,
pumping plants, and all shares of stock evidencing the foregoing, and all
machinery, appliances and fixtures for generating or distributing water, all
rents, issues, profits, royalties, revenue, income and other benefits of or
arising from the use or enjoyment of all or any portion of the property or the
buildings and improvements now or hereafter erected thereon (subject however to
the right, reserved to TRUSTOR, to collect, receive and retain such rents,
issues, profits, royalties, revenue, income and other benefits prior to any
default hereunder or under the Loan Documents referenced below or other evidence
of debt secured hereby); all gas, oil, water and mineral rights, profits and
stock now or hereafter derived from, appurtenant to, or pertaining to the
property (and any and all shares of stock evidencing the same); all vines,
trees, trellises, irrigation equipment, and crops now or hereafter grown on the
property; and all machinery, appliances and fixtures (including replacements and
additions thereto) now or hereafter erected thereon.


                                      -11-

EX-10.13

                                                                   EXHIBIT 10.13

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made by and
between PACIFIC ETHANOL, INC., a California corporation (the "COMPANY"), and the
undersigned (the "INVESTOR") effective as of the date this Agreement is accepted
by the Company.

         This Agreement is being entered into pursuant to the Securities
Purchase Agreement, dated as of the date hereof between the Company and the
Investor (the "PURCHASE AGREEMENT").

         The Company and the Investor hereby agree as follows:

         1. DEFINITIONS. Capitalized terms used and not otherwise defined herein
shall have the meanings given such terms in the Purchase Agreement or the
Memorandum, as the case may be. As used in this Agreement, the following terms
shall have the following meanings:

                  "ACCESSITY" has the meaning set forth in the Memorandum.

                  "ADVICE" shall have meaning set forth in SECTION 3(M).

                  "AFFILIATE" means, with respect to any Person, any other
Person that directly or indirectly controls or is controlled by or under common
control with such Person. For the purposes of this definition, "CONTROL," when
used with respect to any Person, means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise; and the terms of "AFFILIATED," "CONTROLLING" and "CONTROLLED" have
meanings correlative to the foregoing.

                  "BOARD" shall have meaning set forth in SECTION 3(N).

                  "BUSINESS DAY" means any day except Saturday, Sunday and any
day which shall be a legal holiday or a day on which banking institutions in the
State of California generally are authorized or required by law or other
government actions to close.

                  "CLOSING DATE" means the date of the closing of the Share
Exchange Agreement.

                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMMON STOCK" means the Company's common stock, no par value
per share.

                  "EFFECTIVENESS DATE" means, with respect to the Registration
Statement required to be filed hereunder, the earlier of (a) the 225th calendar
day following the date of the Purchase Agreement, and (b) the fifth Trading Day
following the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments.

                   "EFFECTIVENESS PERIOD" shall have the meaning set forth in
SECTION 2.

                                       1


                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "FILING DATE" means the 151st day following the Closing Date.

                  "HOLDER" or "HOLDERS" means the holder or holders, as the case
may be, from time to time of Registrable Securities pursuant to this Agreement
or any other similar agreement between the Company and such holder.

                  "INDEMNIFIED PARTY" shall have the meaning set forth in
SECTION 5(c).

                  "INDEMNIFYING PARTY" shall have the meaning set forth in
SECTION 5(c).

                  "LOSSES" shall have the meaning set forth in SECTION 5(a).

                  "MEMORANDUM" means the Company's Confidential Private
Placement Memorandum dated February 2, 2005, as supplemented by that certain
Supplement No. 1 to Confidential Private Placement Memorandum dated February 24,
2005, with respect to the offer and sale of up to 700 Units.

                  "PERSON" means an individual or a corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or political
subdivision thereof) or other entity of any kind.

                  "PROCEEDING" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened.

                  "PROSPECTUS" means the prospectus included in the Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference in such Prospectus.

                  "REGISTRABLE SECURITIES" means (i) the Shares, (ii) the
Warrant Shares, (iii) any shares of Common Stock issuable upon the exercise of
Warrants issued to any broker-dealer or finder as compensation in connection
with the financing that is the subject of the Purchase Agreement, and (iv) any
securities issued or issuable with respect to such Shares by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization including,
without limitation, securities issued in connection with the Share Exchange
Agreement, with respect to any of the securities referenced above.

                  "REGISTRATION STATEMENT" means the registration statements and
any additional registration statements contemplated by SECTION 2 and SECTION
7(c), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference in
such registration statement.

                                       2


                  "RULE 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "RULE 158" means Rule 158 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "RULE 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SHARE EXCHANGE AGREEMENT" has the meaning set forth in the
Memorandum.

                  "SHARES" means the shares of Common Stock issued to the
Investor pursuant to the terms of the Purchase Agreement (as exchanged for
shares of Accessity in accordance with the terms of the Share Exchange
Agreement) and all other shares of Common Stock issued to all other investors
pursuant to the terms of the Memorandum.

                  "WARRANTS" means the Common Stock purchase warrants issued or
issuable to the Investor, and all other Common Stock purchase warrants issued to
all other Investors pursuant to the Memorandum and the Common Stock purchase
warrants issued or issuable to all broker-dealers or finders pursuant to the
Memorandum (as each are exchanged for purchase warrants for shares of Accessity
in accordance with the Share Exchange Agreement).

                  "WARRANT SHARES" means the shares of Common Stock issued or
issuable upon exercise of the Warrants (as exchanged for shares of Accessity in
accordance with the terms of the Share Exchange Agreement).

         2. MANDATORY REGISTRATION. On the Filing Date, the Company shall
prepare and file with the Commission a Registration Statement covering all
Registrable Securities for an offering to be made on a continuous basis pursuant
to Rule 415. The Registration Statement shall be on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities
on Form S-3, in which case such registration shall be on another appropriate
form). The Company shall use its best efforts to cause the Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof and to keep such Registration Statement
continuously effective under the Securities Act until such date as is the
earlier of (x) the date when all Registrable Securities covered by such
Registration Statement have been sold or (y) the date on which the Registrable
Securities may be sold without any restriction pursuant to Rule 144 as
determined by the counsel to the Company pursuant to a written opinion letter,
addressed to the Company's transfer agent to such effect (the "EFFECTIVENESS
PERIOD").

                                       3


         3. REGISTRATION PROCEDURES. In connection with the Company's
registration obligations hereunder, the Company shall:

                  (a) (i) Prepare and file with the Commission on or prior to
the Filing Date, a Registration Statement on Form S-3 (or if the Company is not
then eligible to register for resale the Registrable Securities on Form S-3 such
registration shall be on another appropriate form) in accordance with the method
or methods of distribution thereof as specified by the Holders, and use its best
efforts to cause the Registration Statement to become effective, but in any
event not later than the Effectiveness Date, and remain effective as provided
herein; PROVIDED, HOWEVER, that not less than three (3) Business Days prior to
the filing of the Registration Statement or any related Prospectus or any
amendment or supplement thereto (including any document that would be
incorporated therein by reference), the Company shall (i) furnish to the Holders
copies of all such documents proposed to be filed, which documents (other than
those incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and directors, counsel and independent certified
public accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of counsel to such Holders, to conduct a reasonable
investigation within the meaning of the Securities Act. The Company shall not
file the Registration Statement or any such Prospectus or any amendments or
supplements thereto to which the Holders of a majority of the Registrable
Securities shall reasonably object in writing within two (2) Business Days of
their receipt thereof. The Company shall promptly notify the Holders via
facsimile of the effectiveness of the Registration Statement on the second
Trading Day after the Company receives notification of the effectiveness from
the Commission. Failure to so notify the Holder within 1 Trading Day of such
notification shall be deemed an Event under Section 2(a)(ii). The Company shall,
within two Trading Days after the day that the Company receives notification of
the effectiveness from the Commission, file a Form 424(b)(5) with the
Commission.

                  (ii) If: (i) a Registration Statement is not filed on or prior
to the Filing Date (if the Company files a Registration Statement without
affording the Holder the opportunity to review and comment on the same as
required by Section 3(a), the Company shall not be deemed to have satisfied this
clause (i)), or (ii) the Company fails to file with the Commission a request for
acceleration in accordance with Rule 461 promulgated under the Securities Act,
within five Trading Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Commission that a Registration Statement
will not be "reviewed," or is not subject to further review, or (iii) a
Registration Statement filed or required to be filed hereunder is not declared
effective by the Commission on or before the Effectiveness Date, or (iv) after a
Registration Statement is first declared effective by the Commission, it ceases
for any reason to remain continuously effective as to all Registrable Securities
for which it is required to be effective, or the Holders are not permitted to
utilize the Prospectus therein to resell such Registrable Securities, for more
than an aggregate of 45 Trading Days during any 12-month period (which need not
be consecutive Trading Days) (any such failure or breach being referred to as an
"EVENT," and for purposes of clause (i) or (iii) the date on which such Event
occurs, or for purposes of clause (ii) the date on which such five Trading Day
period is exceeded, or for purposes of clause (iv) the date on which such 45
Trading Day-period is exceeded being referred to as "EVENT DATE"), then in
addition to any other rights the Holders may have hereunder or under applicable
law, then, on each such Event Date and on each monthly anniversary of each such
Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Holder an


                                       4


amount in cash, as partial liquidated damages and not as a penalty, equal to
2.0% of the aggregate purchase price paid by such Holder pursuant to the
Securities Purchase Agreement for any Registrable Securities then held by such
Holder. If the Company fails to pay any partial liquidated damages pursuant to
this Section in full within seven days after the date payable, the Company will
pay interest thereon at a rate of 18% per annum (or such lesser maximum amount
that is permitted to be paid by applicable law) to the Holder, accruing daily
from the date such partial liquidated damages are due until such amounts, plus
all such interest thereon, are paid in full. The partial liquidated damages
pursuant to the terms hereof shall apply on a daily pro-rata basis for any
portion of a month prior to the cure of an Event.

                  (b) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to the Registration Statement as may be
necessary to keep the Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and
file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement, and as so supplemented or amended to be filed pursuant to
Rule 424 (or any similar provisions then in force) promulgated under the
Securities Act; (iii) respond as promptly as possible to any comments received
from the Commission with respect to the Registration Statement or any amendment
thereto and as promptly as possible provide the Holders true and complete copies
of all correspondence from and to the Commission relating to the Registration
Statement; and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by the Registration Statement during the
applicable period in accordance with the intended methods of disposition by the
Holders thereof set forth in the Registration Statement as so amended or in such
Prospectus as so supplemented.

                  (c) Notify the Holders of Registrable Securities to be sold as
promptly as possible (and, in the case of (i)(A) below, not less than three (3)
days prior to such filing) and (if requested by any such Person) confirm such
notice in writing no later than one (1) Business Day following the day (i)(A)
when a Prospectus or any Prospectus supplement or post-effective amendment to
the Registration Statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a "review" of such Registration
Statement and whenever the Commission comments in writing on such Registration
Statement and (C) with respect to the Registration Statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to the Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that
purpose; (iv) if at any time any of the representations and warranties of the
Company contained in any agreement contemplated hereby ceases to be true and
correct in all material respects; (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and (vi) of the occurrence of any event that makes any statement made
in the Registration Statement or Prospectus or any document incorporated or


                                       5


deemed to be incorporated therein by reference untrue in any material respect or
that requires any revisions to the Registration Statement, Prospectus or other
documents so that, in the case of the Registration Statement or the Prospectus,
as the case may be, it will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

                  (d) Use its best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of, (i) any order suspending the effectiveness of
the Registration Statement or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

                  (e) If requested by the Holders of a majority in interest of
the Registrable Securities, (i) promptly incorporate in a Prospectus supplement
or post-effective amendment to the Registration Statement such information as
the Company reasonably agrees should be included therein and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment
as soon as practicable after the Company has received notification of the
matters to be incorporated in such Prospectus supplement or post-effective
amendment.

                  (f) Furnish to each Holder, without charge, at least one
conformed copy of each Registration Statement and each amendment thereto,
including financial statements and schedules, all documents incorporated or
deemed to be incorporated therein by reference, and all exhibits to the extent
requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission.

                  (g) Promptly deliver to each Holder, without charge, as many
copies of the Prospectus or Prospectuses (including each form of prospectus) and
each amendment or supplement thereto as such Persons may reasonably request; and
the Company hereby consents to the use of such Prospectus and each amendment or
supplement thereto, during periods in which such Prospectus and each amendment
or supplement thereto are effective, by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Securities,
use its best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Holder requests in writing, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things necessary or advisable to
enable the disposition in such jurisdictions of the Registrable Securities
covered by a Registration Statement; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where it
is not then so qualified or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
subject the Company to any material tax in any such jurisdiction where it is not
then so subject.

                                       6


                  (i) Cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold pursuant to a Registration Statement, which certificates shall, if
required under the terms of this Agreement, be free of all restrictive legends,
and to enable such Registrable Securities to be in such denominations and
registered in such names as any Holder may request within the applicable time
periods prescribed for the issuance of shares upon exercise of Warrants.

                  (j) Upon the occurrence of any event contemplated by SECTION
3(C)(VI), as promptly as possible, prepare a supplement or amendment, including
a post-effective amendment, to the Registration Statement or a supplement to the
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as
thereafter delivered, neither the Registration Statement nor such Prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  (k) Use its best efforts to cause all Registrable Securities
relating to such Registration Statement to be listed on the OTC Bulletin Board,
Nasdaq SmallCap Market, Nasdaq National Market, American Stock Exchange and any
other securities exchange, quotation system or market, if any, on which similar
securities issued by the Company are then listed as and when required pursuant
to the Purchase Agreement.

                  (l) Comply in all material respects with all applicable rules
and regulations of the Commission and make generally available to its security
holders earning statements satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 not later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) commencing on the first day of the first fiscal quarter of the
Company after the effective date of the Registration Statement, which statement
shall conform to the requirements of Rule 158.

                  (m) If the Registration Statement refers to any Holder by name
or otherwise as the holder of any securities of the Company, then such Holder
shall have the right to require (if such reference to such Holder by name or
otherwise is not required by the Securities Act or any similar federal statute
then in force) the deletion of the reference to such Holder in any amendment or
supplement to the Registration Statement filed or prepared subsequent to the
time that such reference ceases to be required.

                  Each Holder covenants and agrees that (i) it will not sell any
Registrable Securities under the Registration Statement until it has received
copies of the Prospectus as then amended or supplemented as contemplated in
SECTION 3(g) and notice from the Company that such Registration Statement and
any post-effective amendments thereto have become effective as contemplated by
SECTION 3(c), (ii) it and its officers, directors or Affiliates, if any, will
comply with the prospectus delivery requirements of the Securities Act as
applicable to them in connection with sales of Registrable Securities pursuant
to the Registration Statement and (iii) it will furnish to the Company
information regarding such Holder and the distribution of such Registrable
Securities as is required by law to be disclosed in the Registration Statement,
and the Company may exclude from such registration the Registrable Securities of
any such Holder who unreasonably fails to furnish such information within a
reasonable time after receiving such request.

                                       7


                  Each Holder agrees by its acquisition of such Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of
any event of the kind described in SECTION 3(c)(ii), 3(c)(iii), 3(c)(iv),
3(c)(v) or 3(c)(vi), such Holder will forthwith discontinue disposition of such
Registrable Securities under the Registration Statement until such Holder's
receipt of the copies of the supplemented Prospectus and/or amended Registration
Statement contemplated by SECTION 3(j), or until it is advised in writing (the
"ADVICE") by the Company that the use of the applicable Prospectus may be
resumed, and, in either case, has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus or Registration Statement.

                  (n) If (i) there is material non-public information regarding
the Company which the Company's Board of Directors (the "BOARD") reasonably
determines not to be in the Company's best interest to disclose and which the
Company is not otherwise required to disclose, or (ii) there is a significant
business opportunity (including, but not limited to, the acquisition or
disposition of assets (other than in the ordinary course of business) or any
merger, consolidation, tender offer or other similar transaction) available to
the Company which the Board reasonably determines not to be in the Company's
best interest to disclose, then the Company may postpone or suspend filing or
effectiveness of a registration statement for a period not to exceed 20
consecutive days, provided that the Company may not postpone or suspend its
obligation under this SECTION 3(N) for more than 45 days in the aggregate during
any 12 month period; provided, however, that no such postponement or suspension
shall be permitted for consecutive 20 day periods, arising out of the same set
of facts, circumstances or transactions.

                  (o) If NASDR Rule 2710 requires any broker-dealer to make a
filing prior to executing a sale by a Holder, make an Issuer Filing with the
NASDR, Inc. Corporate Financing Department pursuant to NASDR Rule
2710(b)(10)(A)(i) and respond within five Trading Days to any comments received
from NASDR in connection therewith, and pay the filing fee required in
connection therewith.

         4. REGISTRATION EXPENSES. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company, except as and
to the extent specified in this SECTION 4, shall be borne by the Company whether
or not the Registration Statement is filed or becomes effective and whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the OTC Bulletin Board, Nasdaq SmallCap Market, Nasdaq National Market,
American Stock Exchange and each other securities exchange or market on which
Registrable Securities are required hereunder to be listed, (B) with respect to
filings required to be made with the National Association of Securities Dealers,
Inc. and the NASD Regulation, Inc. and (C) in compliance with state securities
or Blue Sky laws), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable Securities and of printing
prospectuses if the printing of prospectuses is requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),


                                       8


(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement, including, without limitation, the Company's
independent public accountants (including the expenses of any comfort letters or
costs associated with the delivery by independent public accountants of a
comfort letter or comfort letters). In addition, the Company shall be
responsible for all of its internal expenses incurred in connection with the
consummation of the transactions contemplated by this Agreement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit, the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder.

         5. INDEMNIFICATION.

                  (a) INDEMNIFICATION BY THE COMPANY. The Company shall,
notwithstanding any termination of this Agreement, indemnify and hold harmless
the Holder, the officers, directors, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment advisors
and employees of each of them, each Person who controls the Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, agents and employees of each such controlling
Person, to the fullest extent permitted by applicable law, from and against any
and all losses, claims, damages, liabilities, costs (including, without
limitation, costs of preparation and attorneys' fees) and expenses
(collectively, "LOSSES") (as determined by a court of competent jurisdiction in
a final judgment not subject to appeal or review), as incurred, arising solely
out of based solely upon any untrue or alleged untrue statement of a material
fact contained in the Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising solely out of or based solely upon any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or form of
prospectus or supplement thereto, in the light of the circumstances under which
they were made) not misleading, except to the extent, but only to the extent,
that such untrue statements or omissions are based solely upon information
regarding the Holder or such other Indemnified Party furnished in writing to the
Company by the Holder expressly for use therein, which information was
reasonably relied on by the Company for use therein or to the extent that such
information relates to such Holder or the Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by the Holder expressly for use in the Registration Statement, such
Prospectus or such form of Prospectus or in any amendment or supplement thereto.
The Company shall notify the Holder promptly of the institution, threat or
assertion of any Proceeding of which the Company is aware in connection with the
transactions contemplated by this Agreement.

                  (b) INDEMNIFICATION BY HOLDER. The Holder shall indemnify and
hold harmless the Company, the directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers,
agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses (as determined by a court of
competent jurisdiction in a final judgment not subject to appeal or review), as
incurred, arising solely out of or based solely upon any untrue statement or

                                       9


alleged untrue statement of a material fact contained in the Registration
Statement, any Prospectus, or any form of prospectus or form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
solely out of or based solely upon any omission of a material fact required to
be stated therein or necessary to make the statements therein (in the case of
any Prospectus or supplement thereto, in the light of the circumstances under
which they were made) not misleading, to the extent, but only to the extent,
that such untrue statement or omission or alleged untrue statement or omission
is contained in any information so furnished in writing by the Holder or other
Indemnified Party to the Company specifically for inclusion in the Registration
Statement or such Prospectus and that such information was reasonably relied
upon by the Company for use in the Registration Statement, such Prospectus or
such form of prospectus or to the extent that such information relates to the
Holder or the Holder's proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by the Holder expressly for
use in the Registration Statement, such Prospectus or such form of Prospectus.
In no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the net proceeds received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification
obligation.

                  (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. If any Proceeding
shall be brought or asserted against any Person entitled to indemnity hereunder
(an "INDEMNIFIED PARTY"), such Indemnified Party promptly shall notify the
Person from whom indemnity is sought (the "INDEMNIFYING PARTY") in writing, and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
PROVIDED, HOWEVER, that the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have
proximately and materially adversely prejudiced the Indemnifying Party.

                  An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in
writing to pay such fees and expenses; or (2) the Indemnifying Party shall have
failed promptly to assume the defense of such Proceeding and to employ counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named parties to any such Proceeding (including any impleaded parties)
include both such Indemnified Party and the Indemnifying Party, and such
Indemnified Party shall have been advised by counsel (which shall be reasonably
acceptable to the Indemnifying Party) that a conflict of interest is likely to
exist if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and such counsel shall be at the expense of
the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending Proceeding in respect of which any Indemnified Party
is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such Proceeding.

                                       10


                  All fees and expenses of the Indemnified Party (including
reasonable fees and expenses to the extent incurred in connection with
investigating or preparing to defend such Proceeding in a manner not
inconsistent with this SECTION 5) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party (regardless of whether it is ultimately determined that an
Indemnified Party is not entitled to indemnification hereunder; PROVIDED,
HOWEVER, that the Indemnifying Party may require such Indemnified Party to
undertake to reimburse all such fees and expenses to the extent it is finally
judicially determined that such Indemnified Party is not entitled to
indemnification hereunder).

                  (d) CONTRIBUTION. If a claim for indemnification under SECTION
5(a) or SECTION 5(b) is unavailable to an Indemnified Party because of a failure
or refusal of a governmental authority to enforce such indemnification in
accordance with its terms (by reason of public policy or otherwise), then each
Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying, Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in SECTION 5(c), any reasonable attorneys' or other reasonable fees or expenses
incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

                  The parties hereto agree that it would not be just and
equitable if contribution pursuant to this SECTION 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

                  The indemnity and contribution agreements contained in this
Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties. Notwithstanding the foregoing, the obligations of
the Holders herein shall be the several, and not joint, obligation of each
Holder as to itself and not as to any other Holder.

         6. RULE 144. Provided the Company is subject to the reporting
requirements of the Exchange Act, as long as the Holder owns Shares, the Company
covenants to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange


                                       11


Act and to promptly furnish the Holders with true and complete copies of all
such filings. As long as the Holder owns Shares, if the Company is not required
to file reports pursuant to Section 13(a) or 15(d) of the Exchange Act, it will
prepare and furnish to the Holder and make publicly available in accordance with
Rule 144(c) promulgated under the Securities Act annual and quarterly financial
statements, together with a discussion and analysis of such financial statements
in form and substance substantially similar to those that would otherwise be
required to be included in reports required by Section 13(a) or 15(d) of the
Exchange Act, as well as any other information required thereby, in the time
period that such filings would have been required to have been made under the
Exchange Act. The Company further covenants that it will take such further
action as the Holder may reasonably request, all to the extent required from
time to time to enable such Person to sell Shares without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act, including providing any legal opinions
relating to such sale pursuant to Rule 144. Upon the request of the Holder, the
Company shall deliver to the Holder a written certification of a duly authorized
officer as to whether it has complied with such requirements.

         7. Miscellaneous.

                  (a) REMEDIES. In the event of a breach by the Company or by
the Holder, of any of their obligations under this Agreement, the Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and the Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate.

                  (b) NO INCONSISTENT AGREEMENTS. Neither the Company nor any of
its subsidiaries has, as of the date hereof entered into and currently in
effect, nor shall the Company or any of its subsidiaries, on or after the date
of this Agreement, enter into any agreement with respect to its securities that
is inconsistent with the rights granted to the Holder in this Agreement or
otherwise conflicts with the provisions hereof.

                  (c) PIGGY-BACK REGISTRATIONS. If at any time when there is not
an effective Registration Statement covering the Registrable Securities, the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, the Company shall
send to each holder of Registrable Securities written notice of such
determination and, if within fifteen (15) days after receipt of such notice, any
such holder shall so request in writing, (which request shall specify the
Registrable Securities intended to be disposed of by the Investors), the Company


                                       12


will cause the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the Holder, to
the extent requisite to permit the disposition of the Registrable Securities so
to be registered, provided that if at any time after giving written notice of
its intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to the Holder and, thereupon, (i) in the case of a determination
not to register, shall be relieved of its obligation to register any Registrable
Securities in connection with such registration (but not from its obligation to
pay expenses in accordance with SECTION 4 hereof), and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering any
Registrable Securities being registered pursuant to this SECTION 7(c) for the
same period as the delay in registering such other securities. The Company shall
include in such registration statement all or any part of such Registrable
Securities the Holder requests to be registered; PROVIDED, HOWEVER, that the
Company shall not be required to register any Registrable Securities pursuant to
this SECTION 7(c) that are eligible for sale pursuant to Rule 144(k) of the
Securities Act. In the case of an underwritten public offering, if the managing
underwriter(s) or underwriter(s) should reasonably object to the inclusion of
the Registrable Securities in such registration statement, then if the Company
after consultation with the managing underwriter should reasonably determine
that the inclusion of such Registrable Securities, would materially adversely
affect the offering contemplated in such registration statement, and based on
such determination recommends inclusion in such registration statement of fewer
or none of the Registrable Securities of the Holders, then (x) the number of
Registrable Securities of the Holders included in such registration statement
shall be reduced pro-rata among such Holders (based upon the number of
Registrable Securities requested to be included in the registration), if the
Company after consultation with the underwriter(s) recommends the inclusion of
fewer Registrable Securities, or (y) none of the Registrable Securities of the
Holders shall be included in such registration statement, if the Company after
consultation with the underwriter(s) recommends the inclusion of none of such
Registrable Securities; PROVIDED, HOWEVER, that if Securities are being offered
for the account of other persons or entities as well as the Company, such
reduction shall not represent a greater fraction of the number of Registrable
Securities intended to be offered by the Holders than the fraction of similar
reductions imposed on such other persons or entities (other than the Company).

                  (d) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company
and each of the Holders.

                  (e) NOTICES. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice prior to 5:00 p.m., California
time, on a Business Day, (ii) the Business Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., California time, on
any date and earlier than 11:59 p.m., California time, on such date, (iii) the
Business Day following the date of mailing, if sent by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder at its address set forth under its name on the
signature page hereto, or with respect to the Company, addressed to:

                                       13


                                    Pacific Ethanol, Inc.
                                    5711 N. West Avenue
                                    Fresno, California 93711
                                    Attention:  Chief Operating Officer
                                    Telecopier:  (559) 435-1478
                                    Telephone:  (559) 435-1771

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have designated in writing to the other parties hereto
by such notice. Copies of notices to the Company shall be sent to Rutan &
Tucker, LLP, 611 Anton Boulevard, Suite 1400, Costa Mesa, California 92626,
Attention: Larry A. Cerutti, Esq., Facsimile No.: (714) 546-9035.

                  (f) SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted
assigns and shall inure to the benefit of the Holder and its successors and
permitted assigns. The Company may not assign this Agreement or any of its
rights or obligations hereunder without the prior written consent of the Holder;
PROVIDED, HOWEVER, that the Company may assign this Agreement to Accessity Corp.
in the event of the consummation of the Share Exchange Agreement. Each Investor
may assign its rights hereunder in the manner and to the Persons as permitted
under this Agreement and the Purchase Agreement.

                  (g) ASSIGNMENT OF REGISTRATION RIGHTS. The rights of the
Holder hereunder, including the right to have the Company register for resale
Registrable Securities in accordance with the terms of this Agreement, shall be
automatically assignable by the Holder to any Affiliate of the Holder or any
other Holder or Affiliate of any other Holder of all or a portion of the
Registrable Securities if: (i) the Holder agrees in writing with the transferee
or assignee to assign such rights, and a copy of such agreement is furnished to
the Company within a reasonable time after such assignment, (ii) the Company is,
within a reasonable time after such transfer or assignment, furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with respect to which such registration rights are being
transferred or assigned, (iii) following such transfer or assignment the further
disposition of such securities by the transferee or assignees is restricted
under the Securities Act and applicable state securities laws, (iv) at or before
the time the Company receives the written notice contemplated by clause (ii) of
this Section, the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions of this Agreement, and (v) such transfer shall
have been made in accordance with the applicable requirements of the Purchase
Agreement. In addition, each Holder shall have the right to assign its rights
hereunder to any other Person with the prior written consent of the Company,
which consent shall not be unreasonably withheld. The rights to assignment shall
apply to the Holders (and to subsequent) successors and assigns.

                  (h) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature were the original
thereof.

                                       14


                  (i) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California, without regard
to principles of conflicts of law thereof.

                  (j) CUMULATIVE REMEDIES. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.

                  (k) SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, illegal, void or
unenforceable in any respect, the remainder of the terms, provisions, covenants
and restrictions set forth herein shall remain in full force and effect and
shall in no way be affected, impaired or invalidated, and the parties hereto
shall use their reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

                  (l) HEADINGS. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.

                  (m) INDEPENDENT NATURE OF HOLDERS' OBLIGATIONS AND RIGHTS. The
obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in
any way for the performance of the obligations of any other Holder hereunder.
Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be
deemed to constitute the Holders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Holders
are in any way acting in concert with respect to such obligations or the
transactions contemplated by this Agreement. Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.

                            [SIGNATURE PAGE FOLLOWS]


                                       15




         IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement effective as of the date indicated below as the date the
Agreement is accepted by the Company.

COMPANY:                            PACIFIC ETHANOL, INC.



Date: _______________, 2005         By: ________________________________________
                                         Ryan Turner, Chief Operating Officer



INVESTOR:                           ____________________________________________
                                    Print Name of Investor

Date: _______________, 2005         ____________________________________________
                                    Signature of Individual Investor

                                    - OR -

                                    Signature of Investor Other than an
                                    Individual

                                    ____________________________________________
                                    Signature

                                    ____________________________________________
                                    Print Name

                                    ____________________________________________
                                    Title

                                    Address of Investor:

                                    ____________________________________________
                                    Street Address

                                    ____________________________________________
                                    City, State and Zip Code



                                       16

EX-10.14

                                                                   EXHIBIT 10.14

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.

THIS WARRANT IS ISSUED IN CONNECTION WITH THE ACCESSITY SHARE EXCHANGE (AS
DEFINED BELOW) IN LIEU OF A WARRANT TO BE ISSUED, OR AS A REPLACEMENT WARRANT OF
A WARRANT ALREADY ISSUED, IN CONNECTION WITH THE PURCHASE AGREEMENT (AS DEFINED
BELOW). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NOTHING IN
THIS WARRANT SHALL CONFER UPON THE HOLDER HEREOF ANY RIGHTS MORE FAVORABLE THAN
THOSE CONTEMPLATED BY THE FORM OF WARRANT ATTACHED AS EXHIBIT B TO THE
MEMORANDUM (AS DEFINED BELOW).

                              PACIFIC ETHANOL, INC.

                                     WARRANT

Warrant No. W__-____                         Original Issue Date: March 23, 2005

         Pacific Ethanol, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for value received, ____________________ or its registered
assigns (the "Holder"), is entitled to purchase from the Company up to a total
of __________ shares of Common Stock (each such share, a "Warrant Share" and all
such shares, the "Warrant Shares"), at any time and from time to time from and
after the Original Issue Date and through and including March 25, 2007 (the
"Expiration Date"), and subject to the following terms and conditions:

         1. DEFINITIONS. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1. Capitalized terms that
are used and not defined in this Warrant that are defined in the Purchase
Agreement (as defined below) shall have the respective definitions set forth in
the Purchase Agreement.

         "ACCESSITY SHARE EXCHANGE" means the share exchange transaction among
Accessity Corp., Pacific Ethanol, Inc., a California corporation ("PEI
CALIFORNIA"), Kinergy Marketing, LLC and ReEnergy, LLC as described in that
certain Share Exchange Agreement dated as of May 14, 2004, as amended on July
30, 2004, October 1, 2004, January 7, 2005, February 16, 2005 and March 3, 2005,
and pursuant to which Accessity Corp. was merged with and into the Company.



         "BUSINESS DAY" means any day except Saturday, Sunday and any day that
is a federal legal holiday in the United States or a day on which banking
institutions in the State of California are authorized or required by law or
other government action to close.

         "CALIFORNIA COURTS" means the state and federal courts sitting in the
County of Orange, State of California.

         "COMMON STOCK" means the common stock of the Company, $.001 par value
per share, and any securities into which such common stock may hereafter be
reclassified.

         "EXERCISE PRICE" means ___ Dollars ($_.__), subject to adjustment in
accordance with Section 9.

         "FUNDAMENTAL TRANSACTION" means any of the following: (1) the Company
effects any merger or consolidation of the Company with or into another Person
pursuant to which the Company is not the surviving entity (other than a
migratory merger conducted for the purpose of changing the Company's state of
incorporation), (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another Person, but not including the
Accessity Share Exchange) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or
property, or (4) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property.

         "MEMORANDUM" means the Confidential Private Placement Memorandum dated
February 2, 2005, as supplemented by that certain Supplement No. 1 to
Confidential Private Placement Memorandum dated February 24, 2005 of PEI
California.

         "ORIGINAL ISSUE DATE" means the Original Issue Date first set forth on
the first page of this Warrant.

         "PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated
March 23, 2005, to which PEI California and the original Holder are parties.

         "TRADING DAY" means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by
the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the Pink Sheets, LLC (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

         2. REGISTRATION OF WARRANT. The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3. REGISTRATION OF TRANSFERS. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or
transfer, a new Warrant to purchase Common Stock, in substantially the form of


                                       2


this Warrant (any such new Warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

         4. EXERCISE AND DURATION OF WARRANTS.

                  (a) This Warrant shall be exercisable by the registered Holder
at any time and from time to time on or after the Original Issue Date through
and including the Expiration Date. At 5:00 p.m., Pacific Standard Time on the
Expiration Date, the portion of this Warrant not exercised prior thereto shall
be and become void and of no value. The Company may not call or redeem any
portion of this Warrant without the prior written consent of the affected
Holder.

                  (b) CASHLESS EXERCISE. If at any time after one year from the
date of issuance of this Warrant there is no effective Registration Statement
registering, or no current prospectus available for, the resale of the Warrant
Shares by the Holder, then this Warrant may also be exercised at such time by
means of a "cashless exercise" in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

                  (A)  = the closing bid price on the Trading Day immediately
                          preceding the date of such election;

                  (B)  = the Exercise Price of this Warrant, as adjusted; and

                  (X)  = the number of Warrant Shares issuable upon exercise
                          of this Warrant in accordance with the terms of this
                          Warrant by means of a cash exercise rather than a
                          cashless exercise.

                  (c) EXERCISE LIMITATION; HOLDER'S RESTRICTIONS. The Holder
shall not have the right to exercise any portion of this Warrant, pursuant to
Section 4(b) or otherwise, to the extent that after giving effect to such
issuance after exercise, the Holder (together with the Holder's affiliates), as
set forth on the applicable Exercise Notice, would beneficially own in excess of
4.99% of the number of shares of the Common Stock outstanding immediately after
giving effect to such issuance. For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its
affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which the determination of such
sentence is being made, but shall exclude the number of shares of Common Stock
which would be issuable upon (A) exercise of the remaining, nonexercised portion
of this Warrant beneficially owned by the Holder or any of its affiliates and
(B) exercise or conversion of the unexercised or nonconverted portion of any
other securities of the Company (including, without limitation, any other Shares
or Warrants) subject to a limitation on conversion or exercise analogous to the
limitation contained herein beneficially owned by the Holder or any of its
affiliates. Except as set forth in the preceding sentence, for purposes of this
Section 4(c), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act, it being acknowledged by Holder that the
Company is not representing to Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and Holder is solely responsible for any
schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 4(c) applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the
Holder) and of which a portion of this Warrant is exercisable shall be in the
sole discretion of such Holder, and the submission of a Exercise Notice shall be
deemed to be such Holder's determination of whether this Warrant is exercisable
(in relation to other securities owned by such Holder) and of which portion of
this Warrant is exercisable, in each case subject to such aggregate percentage


                                       3


limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. For purposes of this Section 4(c), in
determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the Company
or the Company's Transfer Agent setting forth the number of shares of Common
Stock outstanding. Upon the written or oral request of the Holder, the Company
shall within two Trading Days confirm orally and in writing to the Holder the
number of shares of Common Stock then outstanding. In any case, the number of
outstanding shares of Common Stock shall be determined after giving effect to
the conversion or exercise of securities of the Company, including this Warrant,
by the Holder or its affiliates since the date as of which such number of
outstanding shares of Common Stock was reported. The provisions of this Section
4(c) may be waived by the Holder, at the election of the Holder, upon not less
than 61 days' prior notice to the Company, and the provisions of this Section
4(c) shall continue to apply until such 61st day (or such later date, as
determined by the Holder, as may be specified in such notice of waiver).

         5. DELIVERY OF WARRANT SHARES.

                  (a) To effect exercises hereunder, the Holder shall not be
required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant is being exercised. Upon delivery of the
Exercise Notice (in the form attached hereto) to the Company (with the attached
Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise Price multiplied by the number of Warrant Shares that
the Holder intends to purchase hereunder, the Company shall promptly (but in no
event later than three Trading Days after the Date of Exercise (as defined
herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
issuable upon such exercise, which, unless otherwise required by the Purchase
Agreement, shall be free of restrictive legends. The Company shall, upon request
of the Holder and subsequent to the date on which a registration statement
covering the resale of the Warrant Shares has been declared effective by the
Securities and Exchange Commission, use its reasonable best efforts to deliver
Warrant Shares hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions, if
available, provided, that, the Company may, but will not be required to change
its transfer agent if its current transfer agent cannot deliver Warrant Shares
electronically through the Depository Trust Corporation. A "Date of Exercise"
means the date on which the Holder shall have delivered to the Company: (i) the
Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
completed and duly signed and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Holder to be purchased.

                  (b) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to
rescind such exercise.

                  (c) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares


                                       4


that the Company was required to deliver to the Holder in connection with the
exercise at issue by (B) the closing sale price of the Common Stock at the time
of the obligation giving rise to such purchase obligation and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the
Holder the number of shares of Common Stock that would have been issued had the
Company timely complied with its exercise and delivery obligations hereunder.
The Holder shall provide the Company written notice and supporting documentation
indicating the amounts payable to the Holder in respect of the Buy-In.

                  (d) The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
Warrant Shares upon exercise of the Warrant as required pursuant to the terms
hereof.

         6. CHARGES, TAXES AND EXPENSES. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         7. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.

         8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.

         9. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

                                       5


                  (a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time
while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable
in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the payment of the dividend
or the making of the distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination.

                  (b) FUNDAMENTAL TRANSACTIONS. If, at any time while this
Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant (the
"Alternate Consideration"). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

                  (c) NUMBER OF WARRANT SHARES. Simultaneously with any
adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

                  (d) CALCULATIONS. All calculations under this Section 9 shall
be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.

                  (e) NOTICE OF ADJUSTMENTS. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent.

                                       6


                  (f) NOTICE OF CORPORATE EVENTS. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction (but only to the extent
such disclosure would not result in the dissemination of material, non-public
information to the Holder) at least ten (10) calendar days prior to the
applicable record or effective date on which a Person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the validity of the corporate action required to be described in such
notice.

                  (g) SUBSEQUENT EQUITY SALES. If the Company or the Subsidiary
thereof, as applicable, at any time while this Warrant is outstanding, shall
offer, sell, grant any option to purchase or offer, sell or grant any right to
reprice its securities, or otherwise dispose of or issue (or announce any offer,
sale, grant or any option to purchase or other disposition) any Common Stock or
Common Stock Equivalents entitling any Person to acquire shares of Common Stock,
at an effective price per share less than the then Exercise Price (such lower
price, the "Base Share Price" and such issuances collectively, a "Dilutive
Issuance"), as adjusted hereunder (if the holder of the Common Stock or Common
Stock Equivalents so issued shall at any time, whether by operation of purchase
price adjustments, reset provisions, floating conversion, exercise or exchange
prices or otherwise, or due to warrants, options or rights per share which is
issued in connection with such issuance, be entitled to receive shares of Common
Stock at an effective price per share which is less than the Exercise Price,
such issuance shall be deemed to have occurred for less than the Exercise
Price), then, the Exercise Price shall be reduced to equal the Base Share Price
and the number of Warrant Shares issuable hereunder shall be increased such that
the aggregate Exercise Price payable hereunder, after taking into account the
decrease in the Exercise Price, shall be equal to the aggregate Exercise Price
prior to such adjustment. Such adjustment shall be made whenever such Common
Stock or Common Stock Equivalents are issued. The Company shall notify the
Holder in writing, no later than the Trading Day following the issuance of any
Common Stock or Common Stock Equivalents subject to this section, indicating
therein the applicable issuance price, or of applicable reset price, exchange
price, conversion price and other pricing terms (such notice the "Dilutive
Issuance Notice"). For purposes of clarification, whether or not the Company
provides a Dilutive Issuance Notice pursuant to this Section 9(g), upon the
occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance
the Holder is entitled to receive a number of Warrant Shares based upon the Base
Share Price regardless of whether the Holder accurately refers to the Base Share
Price in the Exercise Notice.

         10. PAYMENT OF EXERCISE PRICE. Except in connection with a cashless
exercise as set forth in Section 4(b) above, the Holder shall pay the Exercise
Price by delivering to the Company immediately available funds.

         11. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing sale price of
one Warrant Share as reported by the applicable Trading Market on the date of
exercise.

                                       7


         12. NOTICES. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 5:00 p.m. (California
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 5:00 p.m. (California time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (i) if to
the Company, to Pacific Ethanol, Inc., Attn: President, or to Facsimile No.:
(559) 435-1478 (or such other address as the Company shall indicate in writing
in accordance with this Section), or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.

         13. WARRANT AGENT. The Company shall serve as warrant agent under this
Warrant. Upon ten (10) days' notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         14. VOLUNTARY ADJUSTMENT BY COMPANY. The Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the
Company.

         15. MISCELLANEOUS.

                  (a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.

                  (b) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of this Warrant and the transactions herein contemplated
("Proceedings") (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the
California Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the California Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any California Court, or that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives


                                       8


personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any provisions of this Warrant, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney's fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.

                  (c) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (d) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  (e) Prior to exercise of this Warrant, the Holder hereof shall
not, by reason of by being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                            [SIGNATURE PAGE FOLLOWS]


                                       9




         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.

                                     PACIFIC ETHANOL, INC.


                                     By: _______________________________________
                                         Ryan Turner, Chief Operating Officer



                                       10




                                 EXERCISE NOTICE
                              PACIFIC ETHANOL, INC.
                          WARRANT DATED MARCH 23, 2005

         The undersigned Holder hereby irrevocably elects to purchase
_____________ shares of Common Stock pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.

(1) The undersigned Holder hereby exercises its right to purchase
_________________ Warrant Shares pursuant to the Warrant.

(2) The Holder shall pay the sum of $____________ to the Company in accordance
with the terms of the Warrant. Payment shall take the form of (check applicable
box):

                  [ ] in lawful money of the United States; or

                  [ ] the cancellation of such number of Warrant Shares as is
                      necessary, in accordance with the formula set forth in
                      subsection 4(c), to exercise this Warrant with respect to
                      the maximum number of Warrant Shares purchasable pursuant
                      to the cashless exercise procedure set forth in subsection
                      4(c).

(3) Pursuant to this Exercise Notice, the Company shall deliver to the holder
_______________ Warrant Shares in accordance with the terms of the Warrant.

(4) The undersigned represents that it has and will comply with the prospectus
delivery requirements of the Securities Act.


Dated: __________,____               Name of Holder:

                                     (Print)___________________________________

                                     By:_______________________________________
                                     Name:_____________________________________
                                     Title:____________________________________

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                       11





                                          WARRANT SHARES EXERCISE LOG
                                          ---------------------------

- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                                Number of Warrant
                                Number of Warrant Shares        Number of Warrant Shares       Shares Remaining to
            Date               Available to be Exercised                Exercised                  be Exercised
- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                       








- ----------------------------- ----------------------------- ---------------------------------- ---------------------




                                                      12



                              PACIFIC ETHANOL, INC.
                    WARRANT ORIGINALLY ISSUED MARCH 23, 2005
                                WARRANT NO. _____

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant relates and appoints ________________ attorney to transfer said
right on the books of the Company with full power of substitution in the
premises.

Dated:   _______________, ____

                                    ____________________________________________
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                    ____________________________________________
                                    Address of Transferee

                                    ____________________________________________

                                    ____________________________________________




In the presence of:

__________________________

__________________________


                                       13

EX-10.15

                                                                   EXHIBIT 10.15

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.

                              PACIFIC ETHANOL, INC.

                                PLACEMENT WARRANT

Placement Warrant No. PW-____         Original Issue Date: as of __________ 2005

         Pacific Ethanol, Inc., a California corporation (the "Company"), hereby
certifies that, for value received, [_______] or its registered assigns (the
"Holder"), is entitled to purchase from the Company up to a total of [_____]
shares of Common Stock (each such share, a "Warrant Share" and all such shares,
the "Warrant Shares"), at any time and from time to time from and after the
Original Issue Date and through and including March 25, 2007 (the "Expiration
Date"), and subject to the following terms and conditions:

         1. DEFINITIONS. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1. Capitalized terms that
are used and not defined in this Warrant that are defined in the Purchase
Agreement (as defined below) shall have the respective definitions set forth in
the Purchase Agreement.

         "ACCESSITY SHARE EXCHANGE" means the proposed share exchange
transaction among Accessity Corp., the Company, Kinergy Marketing, LLC and
ReEnergy, LLC as described in that certain Share Exchange Agreement dated as of
May 14, 2004, as amended on July 30, 2004, October 1, 2004, January 7, 2005,
February 16, 2005 and March 3, 2005 and as may be amended from time to time
thereafter.

         "BUSINESS DAY" means any day except Saturday, Sunday and any day that
is a federal legal holiday in the United States or a day on which banking
institutions in the State of California are authorized or required by law or
other government action to close.

         "CALIFORNIA COURTS" means the state and federal courts sitting in the
County of Orange, State of California.



         "COMMON STOCK" means the common stock of the Company, no par value per
share, and any securities into which such common stock may hereafter be
reclassified.

         "EXERCISE PRICE" means [$__.__], subject to adjustment in accordance
with Section 9.

         "FUNDAMENTAL TRANSACTION" means any of the following: (1) the Company
effects any merger or consolidation of the Company with or into another person
pursuant to which the Company is not the surviving entity (other than a
migratory merger conducted for the purpose of changing the Company's state of
incorporation), (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another person, including the
Accessity Share Exchange) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or
property, or (4) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property.

         "ORIGINAL ISSUE DATE" means the Original Issue Date first set forth on
the first page of this Warrant.

         "PURCHASE AGREEMENT" means the Securities Purchase Agreement, dated
effective as of March 23, 2005, to which the Company and various investors are
parties.

         "TRADING DAY" means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by
the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the National Quotation Bureau
Incorporated (or any similar organization or agency succeeding to its functions
of reporting prices); provided, that in the event that the Common Stock is not
listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day
shall mean a Business Day.

         2. REGISTRATION OF WARRANT. The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3. REGISTRATION OF TRANSFERS. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or
transfer, a new Warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new Warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

                                      -2-


         4. EXERCISE AND DURATION OF WARRANTS. This Warrant shall be exercisable
by the registered Holder at any time and from time to time on or after the
Original Issue Date through and including the Expiration Date. At 5:00 p.m.,
Pacific Standard Time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value. The Company
may not call or redeem any portion of this Warrant without the prior written
consent of the affected Holder.

         5. DELIVERY OF WARRANT SHARES.

                  (a) To effect exercises hereunder, the Holder shall not be
required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant is being exercised. Upon delivery of the
Exercise Notice (in the form attached hereto) to the Company (with the attached
Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise Price multiplied by the number of Warrant Shares that
the Holder intends to purchase hereunder, the Company shall promptly (but in no
event later than three Trading Days after the Date of Exercise (as defined
herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
issuable upon such exercise, which, unless otherwise required by the Purchase
Agreement, shall be free of restrictive legends. The Company shall, upon request
of the Holder and subsequent to the date on which a registration statement
covering the resale of the Warrant Shares has been declared effective by the
Securities and Exchange Commission (the "Commission"), use its reasonable best
efforts to deliver Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions, if available, provided, that, the Company may, but
will not be required to change its transfer agent if its current transfer agent
cannot deliver Warrant Shares electronically through the Depository Trust
Corporation. A "Date of Exercise" means the date on which the Holder shall have
delivered to the Company: (i) the Exercise Notice (with the Warrant Exercise Log
attached to it), appropriately completed and duly signed and (ii) if the holder
is not utilizing the cashless exercise provisions set forth in Section 10(b) of
this Warrant, payment of the Exercise Price for the number of Warrant Shares so
indicated by the Holder to be purchased.

                  (b) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to
rescind such exercise.

                  (c) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the


                                      -3-


exercise at issue by (B) the closing sale price of the Common Stock at the time
of the obligation giving rise to such purchase obligation and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the
Holder the number of shares of Common Stock that would have been issued had the
Company timely complied with its exercise and delivery obligations hereunder.
The Holder shall provide the Company written notice and supporting documentation
indicating the amounts payable to the Holder in respect of the Buy-In.

                  (d) The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
Warrant Shares upon exercise of the Warrant as required pursuant to the terms
hereof.

         6. CHARGES, TAXES AND EXPENSES. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         7. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.

         8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any


                                      -4-


other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.

         9. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

                  (a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time
while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable
in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the payment of the dividend
or the making of the distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination.

                  (b) FUNDAMENTAL TRANSACTIONS. If, at any time while this
Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant (the
"Alternate Consideration"). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

                                      -5-


                  (c) NUMBER OF WARRANT SHARES. Simultaneously with any
adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

                  (d) CALCULATIONS. All calculations under this Section 9 shall
be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.

                  (e) NOTICE OF ADJUSTMENTS. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent.

                  (f) NOTICE OF CORPORATE EVENTS. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction (but only to the extent
such disclosure would not result in the dissemination of material, non-public
information to the Holder) at least ten (10) calendar days prior to the
applicable record or effective date on which a person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the validity of the corporate action required to be described in such
notice.

         10. PAYMENT OF EXERCISE PRICE. The Holder may pay the Exercise Price in
one of the following manners:

                  (a) CASH EXERCISE. The Holder may deliver immediately
available funds; or

                  (b) CASHLESS EXERCISE. If the Company's Common Stock is traded
on a Trading Market or quoted in the over-the-counter market, the Holder may
notify the Company in an Exercise Notice of its election to utilize cashless
exercise, in which event the Company shall issue to the Holder the number of
Warrant Shares determined as follows:

                                      -6-


                              X = Y [(A-B)/A]

                     where:

                              X = the number of Warrant Shares to be issued to
                              the Holder.

                              Y = the number of Warrant Shares with
                              respect to which this Warrant is being
                              exercised.

                              A = the average of the closing sale prices
                              for the five Trading Days immediately prior
                              to (but not including) the Exercise Date.

                              B = the Exercise Price.

For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.

         11. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing sale price of
one Warrant Share as reported by the applicable Trading Market on the date of
exercise.

         12. REGISTRATION RIGHTS.

                  (a) PIGGY-BACK REGISTRATION RIGHTS. If at any time when there
is not an effective registration statement covering the Warrant Shares, the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, the Company shall
send to the Holder of this Warrant written notice of such determination and, if
within fifteen (15) days after receipt of such notice, any such holder shall so
request in writing, (which request shall specify the Warrant Shares intended to
be registered on behalf of the Holder), the Company will cause the registration
under the Securities Act of all Warrant Shares which the Company has been so
requested to register by the Holder, to the extent requisite to permit the
disposition of the Warrant Shares so to be registered, provided that if at any
time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such securities, the Company may, at its
election, give written notice of such determination to the Holder and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Warrant Shares in connection with such
registration, and (ii) in the case of a determination to delay registering,
shall be permitted to delay registering any Warrant Shares being registered
pursuant to this Section for the same period as the delay in registering such


                                      -7-


other securities. The Company shall include in such registration statement all
or any part of such Warrant Shares the Holder requests to be registered;
provided, however, that the Company shall not be required to register any
Warrant Shares pursuant to this Section that are eligible for sale pursuant to
Rule 144(k) of the Securities Act. In the case of an underwritten public
offering, if the managing underwriter(s) or underwriter(s) should reasonably
object to the inclusion of the Warrant Shares in such registration statement,
then if the Company after consultation with the managing underwriter should
reasonably determine that the inclusion of such Warrant Shares, would materially
adversely affect the offering contemplated in such registration statement, and
based on such determination recommends inclusion in such registration statement
of fewer or none of the Warrant Shares of the Holders, then the number of
Warrant Shares of the Holder included in such registration statement may be
reduced if the Company after consultation with the underwriter(s) recommends the
inclusion of fewer Warrant Shares, or none of the Warrant Shares shall be
included in such registration statement, if the Company after consultation with
the underwriter(s) recommends the inclusion of none of such Warrant Shares.

                  (b) NOTIFICATION. The Company shall notify the Holder as
promptly as possible (and, in the case of (i)(A) below, not less than three (3)
days prior to such filing) and (if requested by any such person) confirm such
notice in writing no later than one (1) business day following the day (i)(A)
when a prospectus or any prospectus supplement or post-effective amendment to
the registration statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a "review" of such registration
statement and whenever the Commission comments in writing on such registration
statement and (C) with respect to the registration statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to the registration statement or prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement covering any or
all of the Warrant Shares or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Warrant Shares for sale in any jurisdiction, or the initiation or threatening of
any proceeding for such purpose; and (v) of the occurrence of any event that
makes any statement made in the registration statement or prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to the registration
statement, prospectus or other documents so that, in the case of the
registration statement or the prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  (c) CERTAIN COVENANTS OF HOLDER.

                           i) Holder covenants and agrees that (i) it will not
sell any Warrant Shares under the registration statement until it has received
copies of the prospectus as then amended or supplemented and notice from the
Company that such registration statement and any post-effective amendments
thereto have become effective, (ii) it and its officers, directors or
affiliates, if any, will comply with the prospectus delivery requirements of the


                                      -8-


Securities Act as applicable to them in connection with sales of Warrant Shares
pursuant to the registration statement and (iii) it will furnish to the Company
information regarding such Holder and the distribution of such Warrant Shares as
is required by law to be disclosed in the registration statement, and the
Company may exclude from such registration the Warrant Shares of any such Holder
who unreasonably fails to furnish such information within a reasonable time.

                           ii) Holder agrees by its acquisition of Warrant
Shares that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 12(b) above, such Holder will forthwith
discontinue disposition of Warrant Shares under the registration statement until
such Holder's receipt of the copies of the supplemented prospectus and/or
amended registration statement, or until it is advised in writing by the Company
that the use of the applicable prospectus may be resumed, and, in either case,
has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such prospectus or
registration statement.

                  (d) INDEMNIFICATION. The Holder shall indemnify and hold
harmless the Company, the directors, officers, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling persons, to the fullest extent permitted by
applicable law, from and against all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and attorneys' fees) and
expenses (as determined by a court of competent jurisdiction in a final judgment
not subject to appeal or review), as incurred, arising solely out of or based
solely upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, any prospectus, or any form of
prospectus or form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus, or arising solely out of or based solely upon any
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any prospectus or supplement thereto, in
the light of the circumstances under which they were made) not misleading, to
the extent, but only to the extent, that such untrue statement or omission or
alleged untrue statement or omission is contained in any information so
furnished in writing by the Holder to the Company specifically for inclusion in
the registration statement or such prospectus and that such information was
reasonably relied upon by the Company for use in the registration statement,
such prospectus or such form of prospectus or to the extent that such
information relates to the Holder or the Holder's proposed method of
distribution of Warrant Shares and was reviewed and expressly approved in
writing by the Holder expressly for use in the registration statement, such
prospectus or such form of prospectus. In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Warrant Shares giving rise
to such indemnification obligation.

                  (e) ASSIGNMENT. The rights of the Holder hereunder, including
the right to have the Company register for resale the Warrant Shares in
accordance with the terms of this Agreement, shall be automatically assignable
by the Holder to any affiliate of the Holder or any other Holder or affiliate of
any other Holder of all or a portion of the Warrant Shares if: (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)


                                      -9-


following such transfer or assignment the further disposition of such securities
by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws, and (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions of this Warrant. In addition, each Holder shall have the right to
assign its rights hereunder to any other person with the prior written consent
of the Company, which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors and
assigns.

         13. NOTICES. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 5:00 p.m. (California
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 5:00 p.m. (California time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (i) if to
the Company, to Pacific Ethanol, Inc., Attn: President, or to Facsimile No.:
(559) 435-1478 (or such other address as the Company shall indicate in writing
in accordance with this Section), or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.

         14. WARRANT AGENT. The Company shall serve as warrant agent under this
Warrant. Upon ten (10) days' notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. MISCELLANEOUS.

                  (a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.

                                      -10-


                  (b) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of this Warrant and the transactions herein contemplated
("Proceedings") (whether brought against a party hereto or its respective
affiliates, employees or agents) shall be commenced exclusively in the
California Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the California Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any California Court, or that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any provisions of this Warrant, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney's fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.

                  (c) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (d) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                  (e) Prior to exercise of this Warrant, the Holder hereof shall
not, by reason of by being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.

                                  PACIFIC ETHANOL, INC.


                                  By:
                                       ------------------------------------
                                       Ryan Turner, Chief Operating Officer

                                      -11-



                                 EXERCISE NOTICE
                              PACIFIC ETHANOL, INC.
                   PLACEMENT WARRANT DATED [__________], 2005

         The undersigned Holder hereby irrevocably elects to purchase
_____________ shares of Common Stock pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.

(1)      The undersigned Holder hereby exercises its right to purchase
         _________________ Warrant Shares pursuant to the Warrant.

(2)      The Holder intends that payment of the Exercise Price shall be made as
         (check one):

         ____     "Cash Exercise under Section 10(a)

         ____     "Cashless Exercise" under Section 10(b)

(3)      If the Holder has elected a Cash Exercise, the Holder shall pay the sum
         of $____________ to the Company in accordance with the terms of the
         Warrant.

(4)      Pursuant to this Exercise Notice, the Company shall deliver to the
         holder _______________ Warrant Shares in accordance with the terms of
         the Warrant.

(5)      The undersigned represents that it has and will comply with the
         prospectus delivery requirements of the Securities Act.

Dated: _________, ______            Name of Holder:

                                    (Print)________________________________

                                    By:____________________________________
                                    Name:__________________________________
                                    Title:_________________________________

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                      -12-




                                          PLACEMENT WARRANT SHARES EXERCISE LOG

- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                                Number of Warrant
                                Number of Warrant Shares        Number of Warrant Shares       Shares Remaining to
            Date               Available to be Exercised                Exercised                  be Exercised
- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                      








- ----------------------------- ----------------------------- ---------------------------------- ---------------------


                                                          -13-


                              PACIFIC ETHANOL, INC.
               PLACEMENT WARRANT ORIGINALLY ISSUED [_______], 2005
                                WARRANT NO. [___]

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________ the right represented by the
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant relates and appoints ________________ attorney to transfer said
right on the books of the Company with full power of substitution in the
premises.

Dated:   _______________, ____

                                    ___________________________________________
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                    ___________________________________________
                                    Address of Transferee

                                    ___________________________________________

                                    ___________________________________________






In the presence of:

___________________________________________

___________________________________________



                                      -14-

EX-10.16

                                                                   EXHIBIT 10.16

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
BY SUCH SECURITIES.

THIS WARRANT IS ISSUED IN CONNECTION WITH THE ACCESSITY SHARE EXCHANGE (AS
DEFINED BELOW) IN LIEU OF A WARRANT TO BE ISSUED IN CONNECTION WITH A CERTAIN
CONSULTING AGREEMENT DATED AS OF FEBRUARY 12, 2004 BETWEEN PEI CALIFORNIA AND
HOLDER (AS SUCH TERMS ARE DEFINED BELOW). NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, NOTHING IN THIS WARRANT SHALL CONFER UPON THE HOLDER
HEREOF ANY RIGHTS MORE FAVORABLE THAN THOSE CONTEMPLATED TO BE ISSUED TO HOLDER
PURSUANT TO SUCH CONSULTING AGREEMENT.

                              PACIFIC ETHANOL, INC.

                                     WARRANT

Warrant No. Liviakis-2                       Original Issue Date: March 23, 2005

         Pacific Ethanol, Inc., a Delaware corporation (the "Company"), hereby
certifies that, for value received, LIVIAKIS FINANCIAL COMMUNICATIONS, INC., a
California corporation, or its registered assigns (the "Holder"), is entitled to
purchase from the Company up to a total of 230,000 shares of Common Stock (each
such share, a "Warrant Share" and all such shares, the "Warrant Shares"), to the
extent Warrant Shares are vested as provided in Section 4 below, from and after
the Original Issue Date and through and including March 23, 2009 (the
"Expiration Date"), and subject to the following terms and conditions:

         1. DEFINITIONS. As used in this Warrant, the following terms shall have
the respective definitions set forth in this Section 1.

         "ACCESSITY SHARE EXCHANGE" means the share exchange transaction among
Accessity Corp., Pacific Ethanol, Inc., a California corporation ("PEI
CALIFORNIA"), Kinergy Marketing, LLC and ReEnergy, LLC as described in that
certain Share Exchange Agreement dated as of May 14, 2004, as amended on July
30, 2004, October 1, 2004, January 7, 2005, February 16, 2005 and March 3, 2005,
and pursuant to which Accessity Corp. was merged with and into the Company.



         "BUSINESS DAY" means any day except Saturday, Sunday and any day that
is a federal legal holiday in the United States or a day on which banking
institutions in the State of California are authorized or required by law or
other government action to close.

         "CALIFORNIA COURTS" means the state and federal courts sitting in the
County of Orange, State of California.

         "COMMON STOCK" means the common stock of the Company, $.001 par value
per share, and any securities into which such common stock may hereafter be
reclassified.

         "EXERCISE PRICE" means $0.0001, subject to adjustment in accordance
with Section 9.

         "FUNDAMENTAL TRANSACTION" means any of the following: (1) the Company
effects any merger or consolidation of the Company with or into another person
pursuant to which the Company is not the surviving entity (other than a
migratory merger conducted for the purpose of changing the Company's state of
incorporation), (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or
exchange offer (whether by the Company or another person, but not including the
Accessity Share Exchange) is completed pursuant to which holders of Common Stock
are permitted to tender or exchange their shares for other securities, cash or
property, or (4) the Company effects any reclassification of the Common Stock or
any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property.

         "ORIGINAL ISSUE DATE" means the Original Issue Date first set forth on
the first page of this Warrant.

         "TRADING DAY" means (i) a day on which the Common Stock is traded on a
Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock
is not listed on a Trading Market (other than the OTC Bulletin Board), a day on
which the Common Stock is traded in the over-the-counter market, as reported by
the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any
Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported by the Pink Sheets, LLC (or any similar
organization or agency succeeding to its functions of reporting prices);
provided, that in the event that the Common Stock is not listed or quoted as set
forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

         2. REGISTRATION OF WARRANT. The Company shall register this Warrant
upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3. REGISTRATION OF TRANSFERS. The Company shall register the transfer
of any portion of this Warrant in the Warrant Register, upon surrender of this
Warrant, with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address specified herein. Upon any such registration or
transfer, a new Warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new Warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

                                      -2-


         4. EXERCISE AND DURATION OF WARRANTS; VESTING.

                  (a) This Warrant shall be exercisable by the registered
Holder, to the extent Warrant Shares are vested as provided below, from time to
time on or after the Original Issue Date through and including the Expiration
Date. At 5:00 p.m., Pacific Standard Time on the Expiration Date, the portion of
this Warrant not exercised prior thereto shall be and become void and of no
value. The Company may not call or redeem any portion of this Warrant without
the prior written consent of the affected Holder.

                  (b) This Warrant shall vest, and shall be exercisable into
Warrant Shares, in equal amounts over the twenty-four (24) month period
commencing on the Original Issue Date.

         5. DELIVERY OF WARRANT SHARES.

                  (a) To effect exercises hereunder, the Holder shall not be
required to physically surrender this Warrant unless the aggregate Warrant
Shares represented by this Warrant is being exercised. Upon delivery of the
Exercise Notice (in the form attached hereto) to the Company (with the attached
Warrant Shares Exercise Log) at its address for notice set forth herein and upon
payment of the Exercise Price multiplied by the number of Warrant Shares that
the Holder intends to purchase hereunder, the Company shall promptly (but in no
event later than three Trading Days after the Date of Exercise (as defined
herein)) issue and deliver to the Holder, a certificate for the Warrant Shares
issuable upon such exercise. The Company shall, upon request of the Holder and
subsequent to the date on which a registration statement covering the resale of
the Warrant Shares has been declared effective by the Securities and Exchange
Commission ("Commission"), use its reasonable best efforts to deliver Warrant
Shares hereunder electronically through the Depository Trust Corporation or
another established clearing corporation performing similar functions, if
available, provided, that, the Company may, but will not be required to change
its transfer agent if its current transfer agent cannot deliver Warrant Shares
electronically through the Depository Trust Corporation. A "Date of Exercise"
means the date on which the Holder shall have delivered to the Company: (i) the
Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
completed and duly signed and (ii) payment of the Exercise Price for the number
of Warrant Shares so indicated by the Holder to be purchased.

                  (b) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to
rescind such exercise.

                  (c) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), and if after such third Trading Day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a "Buy-In"), then the Company shall (1) pay in cash to the
Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the
exercise at issue by (B) the closing sale price of the Common Stock at the time
of the obligation giving rise to such purchase obligation and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the
Holder the number of shares of Common Stock that would have been issued had the
Company timely complied with its exercise and delivery obligations hereunder.
The Holder shall provide the Company written notice and supporting documentation
indicating the amounts payable to the Holder in respect of the Buy-In.

                                      -3-


                  (d) The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company's failure to timely deliver certificates representing
Warrant Shares upon exercise of the Warrant as required pursuant to the terms
hereof.

         6. CHARGES, TAXES AND EXPENSES. Issuance and delivery of Warrant Shares
upon exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         7. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.

         8. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.

         9. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.

                  (a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time
while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable
in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of


                                      -4-


shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the payment of the dividend
or the making of the distribution, and any adjustment pursuant to clause (ii) or
(iii) of this paragraph shall become effective immediately after the effective
date of such subdivision or combination.

                  (b) FUNDAMENTAL TRANSACTIONS. If, at any time while this
Warrant is outstanding there is a Fundamental Transaction, then the Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the same
amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of
Warrant Shares then issuable upon exercise in full of this Warrant (the
"Alternate Consideration"). For purposes of any such exercise, the determination
of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of
the Alternate Consideration. If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental Transaction shall issue to the Holder a new
warrant substantially in the form of this Warrant and consistent with the
foregoing provisions and evidencing the Holder's right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms
of any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b) and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.

                  (c) NUMBER OF WARRANT SHARES. Simultaneously with any
adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.

                  (d) CALCULATIONS. All calculations under this Section 9 shall
be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.

                  (e) NOTICE OF ADJUSTMENTS. Upon the occurrence of each
adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's Transfer Agent.

                  (f) NOTICE OF CORPORATE EVENTS. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or solicits stockholder approval for any Fundamental Transaction or (iii)


                                      -5-


authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction (but only to the extent
such disclosure would not result in the dissemination of material, non-public
information to the Holder) at least ten (10) calendar days prior to the
applicable record or effective date on which a person would need to hold Common
Stock in order to participate in or vote with respect to such transaction, and
the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such
time so as to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not
affect the validity of the corporate action required to be described in such
notice.

         10. PAYMENT OF EXERCISE PRICE. The Holder shall pay the Exercise Price
by delivering to the Company immediately available funds.

         11. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing sale price of
one Warrant Share as reported by the applicable Trading Market on the date of
exercise.

         12. REGISTRATION RIGHTS.

                  (a) PIGGY-BACK REGISTRATION RIGHTS. If at any time when there
is not an effective registration statement covering the Warrant Shares, the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, the Company shall
send to the Holder of this Warrant written notice of such determination and, if
within fifteen (15) days after receipt of such notice, any such holder shall so
request in writing, (which request shall specify the Warrant Shares intended to
be registered on behalf of the Holder), the Company will cause the registration
under the Securities Act of all Warrant Shares which the Company has been so
requested to register by the Holder, to the extent requisite to permit the
disposition of the Warrant Shares so to be registered, provided that if at any
time after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such securities, the Company may, at its
election, give written notice of such determination to the Holder and,
thereupon, (i) in the case of a determination not to register, shall be relieved
of its obligation to register any Warrant Shares in connection with such
registration, and (ii) in the case of a determination to delay registering,
shall be permitted to delay registering any Warrant Shares being registered
pursuant to this Section for the same period as the delay in registering such
other securities. The Company shall include in such registration statement all
or any part of such Warrant Shares the Holder requests to be registered;
provided, however, that the Company shall not be required to register any
Warrant Shares pursuant to this Section that are eligible for sale pursuant to
Rule 144(k) of the Securities Act. In the case of an underwritten public
offering, if the managing underwriter(s) or underwriter(s) should reasonably
object to the inclusion of the Warrant Shares in such registration statement,
then if the Company after consultation with the managing underwriter should
reasonably determine that the inclusion of such Warrant Shares, would materially
adversely affect the offering contemplated in such registration statement, and
based on such determination recommends inclusion in such registration statement
of fewer or none of the Warrant Shares of the Holders, then the number of


                                      -6-


Warrant Shares of the Holder included in such registration statement may be
reduced if the Company after consultation with the underwriter(s) recommends the
inclusion of fewer Warrant Shares, or none of the Warrant Shares shall be
included in such registration statement, if the Company after consultation with
the underwriter(s) recommends the inclusion of none of such Warrant Shares.

                  (b) NOTIFICATION. The Company shall notify the Holder as
promptly as possible (and, in the case of (i)(A) below, not less than three (3)
days prior to such filing) and (if requested by any such person) confirm such
notice in writing no later than one (1) business day following the day (i)(A)
when a prospectus or any prospectus supplement or post-effective amendment to
the registration statement is proposed to be filed; (B) when the Commission
notifies the Company whether there will be a "review" of such registration
statement and whenever the Commission comments in writing on such registration
statement and (C) with respect to the registration statement or any
post-effective amendment, when the same has become effective; (ii) of any
request by the Commission or any other federal or state governmental authority
for amendments or supplements to the registration statement or prospectus or for
additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the registration statement covering any or
all of the Warrant Shares or the initiation of any proceedings for that purpose;
(iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Warrant Shares for sale in any jurisdiction, or the initiation or threatening of
any proceeding for such purpose; and (v) of the occurrence of any event that
makes any statement made in the registration statement or prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to the registration
statement, prospectus or other documents so that, in the case of the
registration statement or the prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.

                  (c) CERTAIN COVENANTS OF HOLDER.

                           (i) Holder covenants and agrees that (i) it will not
         sell any Warrant Shares under the registration statement until it has
         received copies of the prospectus as then amended or supplemented and
         notice from the Company that such registration statement and any
         post-effective amendments thereto have become effective, (ii) it and
         its officers, directors or affiliates, if any, will comply with the
         prospectus delivery requirements of the Securities Act as applicable to
         them in connection with sales of Warrant Shares pursuant to the
         registration statement and (iii) it will furnish to the Company
         information regarding such Holder and the distribution of such Warrant
         Shares as is required by law to be disclosed in the registration
         statement, and the Company may exclude from such registration the
         Warrant Shares of any such Holder who unreasonably fails to furnish
         such information within a reasonable time.

                           (ii) Holder agrees by its acquisition of Warrant
         Shares that, upon receipt of a notice from the Company of the
         occurrence of any event of the kind described in Section 12(b) above,
         such Holder will forthwith discontinue disposition of Warrant Shares
         under the registration statement until such Holder's receipt of the
         copies of the supplemented prospectus and/or amended registration
         statement, or until it is advised in writing by the Company that the
         use of the applicable prospectus may be resumed, and, in either case,
         has received copies of any additional or supplemental filings that are
         incorporated or deemed to be incorporated by reference in such
         prospectus or registration statement.

                  (d) INDEMNIFICATION. The Holder shall indemnify and hold
harmless the Company, the directors, officers, agents and employees, each person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling persons, to the fullest extent permitted by


                                      -7-


applicable law, from and against all losses, claims, damages, liabilities, costs
(including, without limitation, costs of preparation and attorneys' fees) and
expenses (as determined by a court of competent jurisdiction in a final judgment
not subject to appeal or review), as incurred, arising solely out of or based
solely upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, any prospectus, or any form of
prospectus or form of prospectus or in any amendment or supplement thereto or in
any preliminary prospectus, or arising solely out of or based solely upon any
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any prospectus or supplement thereto, in
the light of the circumstances under which they were made) not misleading, to
the extent, but only to the extent, that such untrue statement or omission or
alleged untrue statement or omission is contained in any information so
furnished in writing by the Holder to the Company specifically for inclusion in
the registration statement or such prospectus and that such information was
reasonably relied upon by the Company for use in the registration statement,
such prospectus or such form of prospectus or to the extent that such
information relates to the Holder or the Holder's proposed method of
distribution of Warrant Shares and was reviewed and expressly approved in
writing by the Holder expressly for use in the registration statement, such
prospectus or such form of prospectus. In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Warrant Shares giving rise
to such indemnification obligation.

                  (e) ASSIGNMENT. The rights of the Holder hereunder, including
the right to have the Company register for resale the Warrant Shares in
accordance with the terms of this Agreement, shall be automatically assignable
by the Holder to any affiliate of the Holder or any other Holder or affiliate of
any other Holder of all or a portion of the Warrant Shares if: (i) the Holder
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned, (iii)
following such transfer or assignment the further disposition of such securities
by the transferee or assignees is restricted under the Securities Act and
applicable state securities laws, and (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this Section, the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions of this Warrant. In addition, each Holder shall have the right to
assign its rights hereunder to any other person with the prior written consent
of the Company, which consent shall not be unreasonably withheld. The rights to
assignment shall apply to the Holders (and to subsequent) successors and
assigns.

         13. NOTICES. Any and all notices or other communications or deliveries
hereunder (including, without limitation, any Exercise Notice) shall be in
writing and shall be deemed given and effective on the earliest of (i) the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number specified in this Section prior to 5:00 p.m. (California
time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 5:00 p.m. (California time) on any Trading Day, (iii) the Trading Day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be: (i) if to
the Company, to Pacific Ethanol, Inc., Attn: President, or to Facsimile No.:
(559) 435-1478 (or such other address as the Company shall indicate in writing
in accordance with this Section), or (ii) if to the Holder, to the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section.

                                      -8-


         14. WARRANT AGENT. The Company shall serve as warrant agent under this
Warrant. Upon ten (10) days' notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. MISCELLANEOUS.

                  (a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Holder and their successors and
assigns.

                  (b) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of
California, without regard to the principles of conflicts of law thereof. Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of this Warrant and the transactions herein contemplated
("Proceedings") (whether brought against a party hereto or its respective
affiliates, employees or agents) shall be commenced exclusively in the
California Courts. Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the California Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any California Court, or that such Proceeding has been commenced in an
improper or inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for notices to it under this Warrant and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Warrant or the
transactions contemplated hereby. If either party shall commence a Proceeding to
enforce any provisions of this Warrant, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its attorney's fees and
other costs and expenses incurred with the investigation, preparation and
prosecution of such Proceeding.

                  (c) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (d) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.

                                      -9-


                  (e) Prior to exercise of this Warrant, the Holder hereof shall
not, by reason of by being a Holder, be entitled to any rights of a shareholder
with respect to the Warrant Shares.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                            [SIGNATURE PAGE FOLLOWS]



                                      -10-



         IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.

                                      PACIFIC ETHANOL, INC.


                                      By:  /S/ RYAN TURNER
                                           ------------------------------------
                                           Ryan Turner, Chief Operating Officer



                                      -11-



                                 EXERCISE NOTICE
                              PACIFIC ETHANOL, INC.
                          WARRANT DATED MARCH 23, 2005

         The undersigned Holder hereby irrevocably elects to purchase
_____________ shares of Common Stock pursuant to the above referenced Warrant.
Capitalized terms used herein and not otherwise defined have the respective
meanings set forth in the Warrant.

(1) The undersigned Holder hereby exercises its right to purchase
_________________ Warrant Shares pursuant to the Warrant.

(2) The Holder shall pay the sum of $____________ to the Company in accordance
with the terms of the Warrant. Payment shall take the form of lawful money of
the United States

(3) Pursuant to this Exercise Notice, the Company shall deliver to the holder
_______________ Warrant Shares in accordance with the terms of the Warrant.

(4) The undersigned represents that it has and will comply with the prospectus
delivery requirements of the Securities Act.


Dated:_____________,___             Name of Holder:

                                    (Print)____________________________________

                                    By:________________________________________
                                    Name:______________________________________
                                    Title:_____________________________________

                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                      -12-




                                               WARRANT SHARES EXERCISE LOG
                                               ---------------------------

- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                                Number of Warrant
                                Number of Warrant Shares        Number of Warrant Shares       Shares Remaining to
            Date               Available to be Exercised                Exercised                  be Exercised
- ----------------------------- ----------------------------- ---------------------------------- ---------------------
                                                                                       








- ----------------------------- ----------------------------- ---------------------------------- ---------------------


                                                          -13-



                              PACIFIC ETHANOL, INC.
                    WARRANT ORIGINALLY ISSUED MARCH 23, 2005
                             WARRANT NO. LIVIAKIS-2

                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ________________________________ the right represented by the
above-captioned Warrant to purchase ____________ shares of Common Stock to which
such Warrant relates and appoints ________________ attorney to transfer said
right on the books of the Company with full power of substitution in the
premises.

Dated:   _______________, ____

                                    ____________________________________________
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)


                                    ____________________________________________
                                    Address of Transferee

                                    ____________________________________________

                                    ____________________________________________




In the presence of:

__________________________

__________________________


                                      -14-

EX-14.1

                                                                    EXHIBIT 14.1

                                                                  MARCH 23, 2005

                              PACIFIC ETHANOL, INC.

                                 CODE OF ETHICS

INTRODUCTION

         This Code of Ethics (the "CODE") covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all directors, officers and employees of
Pacific Ethanol, Inc. (the "COMPANY") and the Company's subsidiaries. All of our
directors, officers and employees must conduct themselves accordingly and seek
to avoid even the appearance of improper behavior. The Code should also be
provided to and followed by the Company's agents and representatives, including
consultants.

         Directors, officers, employee, agents and representatives of the
Company are encouraged to promptly bring to the attention of the Company's Chief
Executive Officer and the Company's Audit Committee any evidence of a violation
of this Code.

         This Code covers a wide range of business practices and procedures. It
does not cover every issue that may arise, but it sets out basic principles to
guide all directors, officers and employees of the Company. All of our
directors, officers and employees must conduct themselves accordingly and seek
to avoid even the appearance of improper behavior.

         Nothing in this Code, in any Company policies and procedures, or in
other related communications (verbal or written) creates or implies an
employment contract or term of employment with the Company.

         This Code is subject to modification. This Code supersedes all other
such codes, policies, procedures, instructions, practices, rules or written or
verbal representations to the extent they are inconsistent.

         If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor how to handle the situation.

         Those who violate the standards in this Code will be subject to
disciplinary action, up to and including termination of employment.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

         Obeying the law, both in letter and in spirit, is the foundation on
which this Company's ethical standards are built. All employees must respect and
obey the laws of the cities, states and countries in which we operate. Although
not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers or other appropriate personnel.



         If requested, the Company will hold information and training sessions
to promote compliance with laws, rules and regulations, including
insider-trading laws.

CONFLICTS OF INTEREST

         A "CONFLICT OF INTEREST" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee, officer or director takes actions or has interests
that may make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee, officer or
director, or members of his or her family, receives improper personal benefits
as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of
interest. In addition, loans to directors and officers of the Company are
prohibited.

         It is almost always a conflict of interest for a Company employee to
work simultaneously for a competitor, customer or supplier. You are not allowed
to work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf. Conflicts of interest are prohibited as a
matter of Company policy, except under guidelines approved by the Board of
Directors. Conflicts of interest may not always be clear-cut, so if you have a
question, you should consult with higher levels of management, including the
Company's Chief Financial Officer. Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel or consult the procedures
described in the section entitled "COMPLIANCE PROCEDURES" set forth below.

INSIDER TRADING

         Employees who have access to confidential information are not permitted
to use or share that information for stock trading purposes or for any other
purpose except the conduct of our business. All non-public information about the
Company should be considered confidential information. To use non-public
information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but
also illegal. In order to assist with compliance with laws against insider
trading, the Company has adopted a specific policy governing employees, trading
in securities of the Company. This policy has been distributed to every
employee. If you have any questions, please consult the Company's Chief
Financial Officer.

CORPORATE OPPORTUNITIES

         Employees, officers and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

                                      -2-


COMPETITION AND FAIR DEALING

         We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts, or any other intentional unfair-dealing
practice.

         The purpose of business entertainment and gifts in a commercial setting
is to create goodwill and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff, and (5) does not violate any laws or
regulations. Please discuss with your supervisor any gifts or proposed gifts
which you are not certain are appropriate.

DISCRIMINATION AND HARASSMENT

         The diversity of the Company's employees is a tremendous asset. We are
firmly committed to providing equal opportunity in all aspects of employment and
will not tolerate any illegal discrimination or harassment of any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances.

HEALTH AND SAFETY

         The Company strives to provide each employee with a safe and healthy
work environment. Each employee has responsibility for maintaining a safe and
healthy workplace for all employees by following safety and health rules and
practices of the Company and as required by the laws of the city, state and
country in which an employee resides. In addition, each employee has the
responsibility to report accidents, injuries and unsafe equipment, practices or
conditions.

         Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

RECORD-KEEPING

         The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

         Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor.

                                      -3-


         All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or off the books
funds or assets should not be maintained unless permitted by applicable law or
regulation.

         Business records and communications often become public, and we should
avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies that can be misunderstood. This
applies equally to e-mail, internal memos, and formal reports. Records should
always be retained or destroyed according to the Company's record retention
policies. In accordance with those policies, in the event of litigation or
governmental investigation please consult the Company's Chief Financial Officer.

CONFIDENTIALITY

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers, except when disclosure is
authorized by the Chief Financial Officer or required by laws or regulations.
Confidential information includes all non-public information that might be of
use to competitors, or harmful to the Company or its customers, if disclosed. It
also includes information that suppliers and customers have entrusted to us. The
obligation to preserve confidential information continues even after employment
ends. In connection with this obligation, every employee should have executed a
confidentiality agreement when he or she began his or her employment with the
Company.

PROTECTION AND PROPER USE OF COMPANY ASSETS

         All employees should endeavor to protect the Company's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Company's profitability. Any suspected incident of fraud or theft should
be immediately reported for investigation. Company equipment should not be used
for non-Company business, though incidental personal use may be permitted.

         The obligation of employees to protect the Company's assets includes
its proprietary information. Proprietary information includes intellectual
property such as trade secrets, patents, trademarks, and copyrights, as well as
business, marketing and service plans, engineering and manufacturing ideas,
designs, databases, records, salary information and any unpublished financial
data and reports. Unauthorized use or distribution of this information would
violate Company policy. It could also be illegal and result in civil or even
criminal penalties.

PAYMENTS TO GOVERNMENT PERSONNEL

         The U.S. Foreign Corrupt Practices Act prohibits giving anything of
value, directly or indirectly, to officials of foreign governments or foreign
political candidates in order to obtain or retain business. It is strictly
prohibited to make illegal payments to government officials of any country.

                                      -4-


         In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. government
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Chief Financial Officer can provide guidance to you in this area.

WAIVERS OF THIS CODE

         Any waiver of this Code for executive officers or directors may be made
only by the Board of Directors or a committee of the Board of Directors and will
be promptly disclosed as required by law or stock exchange regulation.

REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.

         Employees must read the Company's "EMPLOYEE COMPLAINT PROCEDURES FOR
ACCOUNTING AND AUDITING MATTERS," which describes the Company's procedures for
the receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters. Any
employee may submit a good faith concern regarding questionable accounting or
auditing matters without fear of dismissal or retaliation of any kind.

COMPLIANCE PROCEDURES

         We must all work to ensure prompt and consistent action against
violations of this Code. However, in some situations it is difficult to know if
a violation has occurred. Since we cannot anticipate every situation that will
arise, it is important that we have a way to approach a new question or problem.
These are the steps to keep in mind:

         o        MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the right
                  solutions, we must be as fully informed as possible.

         o        ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES
                  IT SEEM UNETHICAL OR IMPROPER? This will enable you to focus
                  on the specific question you are faced with, and the
                  alternatives you have. Use your judgment and common sense; if
                  something seems unethical or improper, it probably is.

         o        CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations,
                  there is shared responsibility. Are your colleagues informed?
                  It may help to get others involved and discuss the problem.

         o        DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic
                  guidance for all situations. In many cases, your supervisor
                  will be more knowledgeable about the question, and will
                  appreciate being brought into the decision-making process.
                  Remember that it is your supervisor's responsibility to help
                  solve problems.

                                      -5-


         o        SEEK HELP FROM COMPANY RESOURCES. In the rare case where it
                  may not be appropriate to discuss an issue with your
                  supervisor, or where you do not feel comfortable approaching
                  your supervisor with your question, discuss it locally with
                  your office manager or your Human Resources manager.

         o        YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT
                  FEAR OF RETALIATION. If your situation requires that your
                  identity be kept secret, your anonymity will be protected. The
                  Company does not permit retaliation of any kind against
                  employees for good faith reports of ethical violations.

         o        ALWAYS ASK FIRST, ACT LATER: If you are unsure of what to do
                  in any situation, seek guidance BEFORE YOU ACT.


                                      -6-

EX-14.2

                                                                    EXHIBIT 14.2

                                                                  MARCH 23, 2005

                              PACIFIC ETHANOL, INC.

    CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS



         Pacific Ethanol, Inc. (the "COMPANY") has a Code of Ethics applicable
to all directors, officers and employees of the Company and the Company's
subsidiaries. The Chief Executive Officer ("CEO") and all senior financial
officers, including the Chief Financial Officer, are bound by the provisions set
forth therein relating to ethical conduct, conflicts of interest and compliance
with law. In addition to the Code of Ethics, the CEO and senior financial
officers are subject to the following additional specific policies:

         o        The CEO and all senior financial officers are responsible for
                  full, fair, accurate, timely and understandable disclosure in
                  the periodic reports required to be filed by the Company with
                  the Securities and Exchange Commission (the "SEC").
                  Accordingly, it is the responsibility of the CEO and each
                  senior financial officer promptly to bring to the attention of
                  the Company's Audit Committee any material information of
                  which he or she may become aware that affects the disclosures
                  made by the Company in its public filings or otherwise assist
                  the Audit Committee in fulfilling its responsibilities.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the Audit Committee any information he or
                  she may have concerning (a) significant deficiencies in the
                  design or operation of internal controls which could adversely
                  affect the Company's ability to record, process, summarize and
                  report financial data or (b) any fraud, whether or not
                  material, that involves management or other employees who have
                  a significant role in the Company's financial reporting,
                  disclosures or internal controls.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the CEO and to the Audit Committee any
                  information he or she may have concerning any violation of the
                  Company's Code of Business Conduct and Ethics, including any
                  actual or apparent conflicts of interest between personal and
                  professional relationships, involving any management or other
                  employees who have a significant role in the Company's
                  financial reporting, disclosures or internal controls.

         o        The CEO and each senior financial officer shall promptly bring
                  to the attention of the CEO and to the Audit Committee any
                  information he or she may have concerning evidence of a
                  material violation of the securities or other laws, rules or
                  regulations applicable to the Company and the operation of its
                  business, by the Company or any agent thereof, or of violation
                  of the Code of Ethics or of these additional procedures.



         o        The Board of Directors shall determine, or designate
                  appropriate persons to determine, appropriate actions to be
                  taken in the event of violations of the Code of Ethics or of
                  these additional procedures by the CEO and the Company's
                  senior financial officers. Such actions shall be reasonably
                  designed to deter wrongdoing and to promote accountability for
                  adherence to the Code Ethics and to these additional
                  procedures, and shall include written notices to the
                  individual involved that the Board has determined that there
                  has been a violation, censure by the Board, demotion or
                  re-assignment of the individual involved, suspension with or
                  without pay or benefits (as determined by the Board) and
                  termination of the individual's employment. In determining
                  what action is appropriate in a particular case, the Board of
                  Directors or such designee shall take into account all
                  relevant information, including the nature and severity of the
                  violation, whether the violation was a single occurrence or
                  repeated occurrences, whether the violation appears to have
                  been intentional or inadvertent, whether the individual in
                  question had been advised prior to the violation as to the
                  proper course of action and whether or not the individual in
                  question had committed other violations in the past.


                                      -2-

EX-16.1

EXHIBIT 16.1


                  [Letterhead of NUSSBAUM YATES & WOLPOW, P.C.]


                                 March 28, 2005



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
                                           Re:  Pacific Ethanol, Inc.
                                                Commission File Number 000-21467


Commissioners:

We have read the statements made by Pacific Ethanol, Inc. under item 4.01,
Changes in Registrant's Certifying Accountant, which we understand will be filed
with the Commission, pursuant to Item 4.01 of Form 8-K, as part of the Company's
Form 8-K report dated March 23, 2005. We agree with the statements concerning
our Firm in such Form 8-K.

                                            Very truly yours,


                                            /s/ NUSSBAUM YATES & WOLPOW, P.C.
                                            ---------------------------------
                                            Nussbaum Yates & Wolpow, P.C.