MARCH 23, 2005
 
                                 CHARTER OF THE
                       NOMINATING AND GOVERNANCE COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                       OF
                              PACIFIC ETHANOL, INC.
PURPOSE
 
         The purpose of the Nominating and Governance Committee (the "NOMINATING
COMMITTEE") of the Board of Directors of Pacific Ethanol, Inc. (the "COMPANY")
is to ensure that the Board of Directors is properly constituted to meet its
fiduciary obligations to stockholders and the Company and that the Company has
and follows appropriate governance standards. To carry out this purpose, the
Nominating Committee shall: (1) assist the Board of Directors by identifying
prospective director nominees and to recommend to the Board of Director nominees
for the next annual meeting of stockholders; (2) develop and recommend to the
Board of Directors the governance principles applicable to the Company; (3)
oversee the evaluation of the Board of Directors and management; and (4)
recommend to the Board of Directors nominees for each committee.
 
COMMITTEE MEMBERSHIP AND ORGANIZATION
 
         o        The Nominating Committee shall be comprised of no fewer than
                  two (2) members.
 
         o        The members of the Nominating Committee shall meet the
                  independence requirements of the National Association of
                  Securities Dealers.
 
         o        The members of the Nominating Committee shall be appointed and
                  replaced by the Board of Directors.
 
COMMITTEE RESPONSIBILITIES AND AUTHORITY
 
         o        Evaluate the current composition, organization and governance
                  of the Board of Directors and its committees, determine future
                  requirements and make recommendations to the Board of
                  Directors for approval.
 
         o        Determine on an annual basis desired Board of Director
                  qualifications, expertise and characteristics and conduct
                  searches for potential Board of Director members with
                  corresponding attributes. Evaluate and propose nominees for
                  election to the Board of Directors. In performing these tasks
                  the Nominating Committee shall have the sole authority to
                  retain and terminate any search firm to be used to identify
                  director candidates.
 
         o        Oversee the Board of Directors performance evaluation process
                  including conducting surveys of director observations,
                  suggestions and preferences.
 
         o        Form and delegate authority to subcommittees when appropriate.
 
         o        Evaluate and make recommendations to the Board of Directors
                  concerning the appointment of directors to Board of Directors
                  committees, the selection of Board of Directors committee
                  chairs, and proposal of the Board of Directors slate for
                  election.
 
         o        Consider shareholder nominees for election to the Board of
                  Directors.
 
         o        Evaluate and recommend termination of membership of individual
                  directors in accordance with the Board of Director's
                  governance principles, for cause or for other appropriate
                  reasons.
 
         o        Conduct an annual review on succession planning, report its
                  findings and recommendations to the Board of Directors, and
                  work with the Board of Directors in evaluating potential
                  successors to executive management positions.
 
         o        Coordinate and approve Board of Directors and committee
                  meeting schedules.
 
         o        Make regular reports to the Board of Directors.
 
         o        Review and re-examine this Charter annually and make
                  recommendations to the Board Directors for any proposed
                  changes.
 
         o        Annually review and evaluate its own performance.
 
         In performing its responsibilities, the Nominating Committee shall have
the authority to obtain advice, reports or opinions from internal or external
counsel and expert advisors.