EXHIBIT 10.50 INTERCREDITOR AND COLLATERAL SHARING AGREEMENT

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EXHIBIT 10.50

                                INTERCREDITOR AND
                          COLLATERAL SHARING AGREEMENT


                  This INTERCREDITOR AND COLLATERAL SHARING AGREEMENT, dated
April 13, 2006 (as amended, modified or supplemented, this "AGREEMENT"), is by
and among HUDSON UNITED CAPITAL, A DIVISION OF TD BANKNORTH, N.A., a national
banking association ("HUDSON UNITED CAPITAL"), as the agent pursuant to the
Construction and Term Loan Agreement, dated the date hereof (the "SENIOR LOAN
AGREEMENT"), among Pacific Ethanol Madera LLC, a Delaware limited liability
company ("BORROWER"), the lenders from time to time party thereto (the "SENIOR
LENDERS"), and Hudson United Capital, as administrative agent for the Senior
Lenders (in such capacity, together with its successors and assigns, the "SENIOR
AGENT"), LYLES DIVERSIFIED, INC., a California corporation, as lender (in such
capacity, together with its permitted successors and assigns, the "JUNIOR
LENDER" and, together with the Senior Lenders, the "LENDERS"), pursuant to the
Amended and Restated Term Loan Agreement, dated as of April 13, 2006 (the
"JUNIOR LOAN AGREEMENT"), by and between the Junior Lender and Borrower, and
PACIFIC ETHANOL MADERA LLC, a Delaware limited liability company.

                                    RECITALS

                  WHEREAS, pursuant to the Senior Loan Agreement, the Senior
Lenders have agreed to make certain construction and term loans (the "SENIOR
LOANS") to Borrower;

                  WHEREAS, the Senior Loans are and will be secured by first
priority pledges of, mortgages on and security interests in the Collateral (as
defined below);

                  WHEREAS, pursuant to the Junior Loan Agreement, Junior Lender
has made one or more loans to Borrower in the aggregate original principal
amount of $5,100,000 (such loans and all other obligations of Borrower to Junior
Lender pursuant to the Junior Loan Agreement, the "JUNIOR LOAN");

                  WHEREAS, the obligations of Borrower in respect of the Junior
Loan have been secured by liens on a portion of the Collateral, which liens are
intended to be junior to the liens securing the Senior Loans; and

                  WHEREAS, the Senior Agent and the Junior Lender desire by
entering into this Agreement to define the rights and responsibilities as
between them concerning the Collateral;

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:



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                                    ARTICLE I
                                   DEFINITIONS

                  Section 1.1 DEFINITIONS. Capitalized terms used and not
otherwise defined in this Agreement have the meanings given to those terms in
Schedule X hereto.


                                   ARTICLE II
                        SENIOR AGENT'S RIGHT TO FORECLOSE

                  Section 2.1 SENIOR AGENT'S RIGHT TO FORECLOSE. Junior Lender
hereby agrees that nothing in the Junior Loan Agreement or the related security
documents or this Agreement will restrict any right of the Senior Agent or the
Senior Lenders to foreclose on or exercise any other right or remedy with
respect to the Senior Agent's and the Senior Lenders' security interests in the
Collateral, and the Senior Agent or any Senior Lender may foreclose on or
exercise any other right or remedy with respect to the Collateral, to the
exclusion of any similar right or remedy that the Junior Lender many have, in
any manner or order and at any time.


                                   ARTICLE III
                              RIGHTS OF THE LENDERS

                  Section 3.1 LIEN PRIORITY. The Junior Lender acknowledges and
agrees that (x) it does not have, and will not assert, any Lien against any
asset of Borrower other than the Junior Lender Collateral and (y) the Liens on
the Collateral granted to the Senior Agent for the benefit of the Senior Lenders
pursuant to the security documents executed in connection with the Senior Loan
Agreement will at all times be superior in priority to any Lien on the
Collateral, including the Junior Lender Collateral, granted to the Junior Lender
pursuant to the security documents executed in connection with the Junior Loan
Agreement, regardless of the order or time of the granting of any Lien, the
order or time as to which any Lien attached to any or all of the Collateral or
the order or time of any UCC filing or other filing or recording.

                  Section 3.2 SUBORDINATION.

                  (a) The Junior Lender may not commence any action or
proceeding against Borrower to exercise remedies under the documents relating to
the Junior Obligations with respect to any Collateral, or receive any proceeds
from the sale or disposition thereof, unless and until the Senior Obligations
have been paid in full.

                  (b) The Senior Agent and the Senior Lenders may, at any time
and from time to time, without the consent of or notice to the Junior Lender,
without incurring responsibility or liability to the Junior Lender and without
impairing or releasing any right or obligation of the Senior Agent or the Senior
Lenders hereunder:


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                           (i) amend the Senior Loan Agreement in any manner or
         enter into or amend in any manner any other agreement relating to the
         Senior Obligations;

                           (ii) sell, exchange, release or otherwise deal with
         any property by whomsoever at any time pledged or mortgaged to secure,
         or howsoever securing, the Senior Obligations;

                           (iii) release any Person liable in any manner for the
         payment or collection of the Senior Obligations, including without
         limitation Borrower;

                           (iv) exercise or refrain from exercising any right
         against Borrower or any other Person; and

                           (v) apply any sum by whomsoever paid or however
         realized to the Senior Obligations.

                  (c) Subject to the payment in full of the Senior Obligations
in cash, the Junior Lender will be subrogated to the Senior Agent's and the
Senior Lenders' rights to receive payments or distributions in cash or property
applicable to the Senior Obligations and, as among Borrower and its creditors
other than the Senior Agent, the Senior Lenders and the Junior Lender, no such
payment or distribution made to the Senior Agent or the Senior Lenders by virtue
of this Agreement that otherwise would have been made to the Junior Lender will
be deemed to be a payment by Borrower on account of the Junior Obligations, it
being understood that the provisions of this Section 3.2(c) are intended solely
for the purpose of defining the relative rights of the Junior Lender, the Senior
Agent and the Senior Lenders.

                  (d) The Junior Lender will not sell, assign, transfer or
otherwise dispose of the Junior Obligations to any Person that is not an
Affiliate of the Junior Lender without the prior written consent of the Senior
Agent, which consent will not be unreasonably withheld or delayed.

                  Section 3.3 NOTICES. The Junior Lender agrees that it will
provide the Senior Agent with prompt notice of any default under the Junior Loan
Agreement of which the Junior Lender has knowledge.


                                   ARTICLE IV
                            APPLICATION OF COLLATERAL

                  Section 4.1 PAYMENTS. Except as otherwise expressly provided
in this Agreement, all amoun