AMENDMENT NO. 1 TO ETHANOL PURCHASE AND MARKETING AGREEMENT

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EXHIBIT 10.44


          AMENDMENT NO. 1 TO ETHANOL PURCHASE AND MARKETING AGREEMENT

         THIS AMENDMENT NO. 1 TO ETHANOL PURCHASE AND MARKETING AGREEMENT (this
"AMENDMENT") is made and entered into effective as of March 4, 2005 by and among
Kinergy Marketing, LLC, an Oregon limited liability company ("KINERGY"), Phoenix
Bio-Industries, LLC, a California limited liability company ("PBI"), Pacific
Ethanol, Inc., a Delaware corporation ("PEI"), and Western Milling, LLC, a
California limited liability company ("WESTERN").

         WHEREAS, Kinergy, PBI, PEI and Western have previously entered into
that certain Ethanol Purchase and Marketing Agreement dated March 4, 2005 (the
"AGREEMENT"); and

         WHEREAS, Kinergy, PBI, PEI and Western desire to amend the Agreement to
clarify the manner in which Kinergy will purchase and market ethanol produced by
PBI.

         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. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Agreement.

         2. The first sentence of the "Volume" section