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<SEC-DOCUMENT>0001144204-06-027313.txt : 20060705
<SEC-HEADER>0001144204-06-027313.hdr.sgml : 20060704
<ACCEPTANCE-DATETIME>20060705142125
ACCESSION NUMBER:		0001144204-06-027313
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20060705
DATE AS OF CHANGE:		20060705
GROUP MEMBERS:		CAGAN MCAFEE CAPITAL PARTNERS, LLC
GROUP MEMBERS:		ERIC MCAFEE
GROUP MEMBERS:		JANAKIRAM AJJARAPU
GROUP MEMBERS:		LAIRD CAGAN
GROUP MEMBERS:		MICHAEL PETERSON
GROUP MEMBERS:		SURENDRA K. AJJARAPU
GROUP MEMBERS:		TIMOTHY MORRIS
GROUP MEMBERS:		WILLIAM MAENDER

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARWICH II LTD
		CENTRAL INDEX KEY:			0000738214
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531]
		IRS NUMBER:				840925128
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-81875
		FILM NUMBER:		06943034

	BUSINESS ADDRESS:	
		STREET 1:		12773 FOREST HILL BOULEVARD
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33414
		BUSINESS PHONE:		561-798-2907

	MAIL ADDRESS:	
		STREET 1:		12773 FOREST HILL BOULEVARD
		CITY:			WEST PALM BEACH
		STATE:			FL
		ZIP:			33414

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN ETHANOL INC
		CENTRAL INDEX KEY:			0001358857
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		10600 N DE ANZA BLVD SUITE 250
		CITY:			CUPERTINO
		STATE:			CA
		ZIP:			95014
		BUSINESS PHONE:		408-873-0400

	MAIL ADDRESS:	
		STREET 1:		10600 N DE ANZA BLVD SUITE 250
		CITY:			CUPERTINO
		STATE:			CA
		ZIP:			95014
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>v046867_sc13d.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934


                                Marwich II, Ltd.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                      COMMON STOCK, no par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    573861101
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

                             Mr. Timothy Morris, CEO
                           c/o American Ethanol, Inc.
                       203 N. LaSalle Street, Suite 2100
                               Chicago, IL 60601

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 June 23, 2006
- --------------------------------------------------------------------------------
                          (Date of Event which Requires
                            Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>




                                  SCHEDULE 13D

CUSIP No.                                                     Page 2 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        American Ethanol, Inc.
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 WC
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        Nevada
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         3,343,200 shares of common stock
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    N/A
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       3,343,200
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         N/A
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)     N/A
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        CO
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 3 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Cagan McAfee Capital Partners, LLC
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        California
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)     N/A
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        OO
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 4 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Eric McAfee
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 5 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Laird Cagan
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 6 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Timothy Morris
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 7 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Janakiram Ajjarapu
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        India
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>


CUSIP No.                                                     Page 8 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Surendra K. Ajjarapu
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                     Page 9 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        William Maender
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>



CUSIP No.                                                    Page 10 of 10 Pages

- --------------------------------------------------------------------------------

1       NAME OF REPORTING PERSON
        I.R.S. IDENTIFICATION NO.OF ABOVE PERSON (ENTITIES ONLY)
        Michael Peterson
- --------------------------------------------------------------------------------

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP      (a) |_|
        (SEE INSTRUCTIONS)
                                                              (b) |_|
- --------------------------------------------------------------------------------

3       SEC USE ONLY

- --------------------------------------------------------------------------------

4       SOURCE OF FUNDS (SEE INSTRUCTIONS)
                 OO
- --------------------------------------------------------------------------------

5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
        2(d) OR  2(e)
- --------------------------------------------------------------------------------

6       CITIZENSHIP OR PLACE OF ORGANIZATION
        United States of America
- --------------------------------------------------------------------------------

                                 7       SOLE VOTING POWER
                                         N/A
                                 -----------------------------------------------
           NUMBER OF
            SHARES               8       SHARED VOTING POWER
         BENEFICIALLY                    3,343,200 shares of common stock
           OWNED BY              -----------------------------------------------
             EACH
           REPORTING             9       SOLE DISPOSITIVE POWER
            PERSON                       N/A
             WITH                -----------------------------------------------

                                 10      SHARED DISPOSITIVE POWER
                                         3,343,200 shares of common stock
- --------------------------------------------------------------------------------

11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        3,343,200 shares of common stock
- --------------------------------------------------------------------------------

12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
        (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
        88.3%
- --------------------------------------------------------------------------------

14      TYPE OF REPORTING PERSON
        IN
- --------------------------------------------------------------------------------

<PAGE>

Item 1.  Security and Issuer.

      The class of equity  securities to which this statement  relates is common
stock,  no par value per share (the  "Shares"),  of Marwich  II, Ltd, a Colorado
corporation (the "Issuer"). This statement on Schedule 13D is being filed by the
Reporting Persons (as defined below) to report the recent acquisition of Shares,
as a result  of which the  Reporting  Persons  may be  deemed to be the  persons
directly or indirectly in control of the Issuer.

      The principal  executive offices of the Issuer are located at 12773 Forest
Hill Boulevard, West Palm Beach, FL 33414.

Item 2.  Identity and Background.

      (A)   This  statement  is being  filed on behalf of each of the  following
            persons (collectively the "Reporting Persons"):

            1)    American Ethanol, Inc. ("American");
            2)    Cagan McAfee Capital Partners, LLC ("Cagan McAfee") ;
            3)    Eric McAfee ("Mr. McAfee");
            4)    Laird Q. Cagan ("Mr. Cagan");
            5)    Timothy Morris ("Mr. Morris");
            6)    Janakiram Ajjarapu;
            7)    Surendra K. Ajjarapu;
            8)    William J. Maender ("Mr. Maender")
            9)    Michael Peterson ("Mr. Peterson")

      (b)   The Reporting Persons

      Information with respect to each of the Reporting  Persons is given solely
by such Reporting Person, and no Reporting Person assumes responsibility for the
accuracy or completeness  given by another Reporting Person. By their respective
signatures, each of the Reporting Persons agrees that this statement is filed on
behalf of such Reporting Person.  The Reporting Persons expressly  disclaim that
they have agreed to act as a group other than as described in this Statement.

      American, a Nevada Corporation,  is a developer of large-scale ethanol and
biodiesel  plants,  primarily in the  Midwestern  United  States.  The corporate
headquarters  of  American  is located at 203 N.  LaSalle  Street,  Suite  2100,
Chicago, IL 60601, and its telephone number is (312) 264 -2682.

      Cagan McAfee is the 14.19% shareholder of American,  and in such capacity,
may be deemed  to have  indirect  beneficial  owner of the  Shares  held for the
account of American Ethanol, Inc. The principal business address of Cagan McAfee
Capital  Partners,  LLC is 10600 N. De Anza  Blvd.,  Suite 250,  Cupertino,  CA.
95014. The managing members of Cagan McAfee Capital Partners, LLC are Mr. McAfee
and Mr. Cagan.

      Mr. McAfee and Mr. Cagan also serve as directors of American,  and in that
capacity may have influence over the corporate  activities of the Issuer and may
be deemed to have the indirect beneficial interest of the Shares for the purpose
of Section 13d-3 of the Act. Mr. McAfee and Mr. Cagan are citizens of the United
States.  The principal  offices of Mr. McAfee and Mr. Cagan are located at 10600
N. De Anza Blvd., Suite 250, Cupertino, CA. 95014.

      Mr.  Morris  is the Chief  Executive  Officer  and  serves on the board of
directors of American and in that capacity may have influence over the corporate
activities  of the  Issuer  and may be  deemed to have the  indirect  beneficial
interest of the Shares for the purpose of Section  13d-3 of the Act. Mr.  Morris
is a citizen of the United States. The principal office of Mr. Morris is located
at 203 N. LaSalle Street, Suite 2100, Chicago, IL 60601.


                                       11
<PAGE>

      Janakiram  Ajjarapu is the  President and serves on the board of directors
of  American  and in  that  capacity  may  have  influence  over  the  corporate
activities of the Issuer and may be deemed to have indirect  beneficial interest
of the Shares for the  purpose of Section  13d-3 of the Act.  Mr.  Ajjarapu is a
citizen of India. The principal  office of Janakiram  Ajjarapu is located at 203
N. LaSalle Street, Suite 2100, Chicago, IL 60601.

      Surendra  K.  Ajjarapu  is  the  Executive   Vice  President  of  Business
Development  and  serves  on the  board of  directors  of  American  and in that
capacity may have influence over the corporate  activities of the Issuer and may
be deemed to have  beneficial  interest of the Shares for the purpose of Section
13d-3 of the Act. Mr. Ajjarapu is a citizen of the United States.  The principal
office of Surendra K. Ajjarapu is located at 203 N. LaSalle Street,  Suite 2100,
Chicago, IL 60601.

      Mr.  Maender  is the Chief  Financial  Officer  and serves on the board of
directors of American and in that capacity may have influence over the corporate
activities of the Issuer and may be deemed to have indirect  beneficial interest
of the Shares for the  purpose of  Section  13d-3 of the Act.  Mr.  Maender is a
citizen of the United States.  The principal office of Mr. Maender is located at
203 N. LaSalle Street, Suite 2100, Chicago, IL 60601.

      Mr.  Peterson  serves on the board of  directors  of American  and in that
capacity may have influence over the corporate  activities of the Issuer and may
be deemed to have the indirect beneficial interest of the Shares for the purpose
of Section 13d-3 of the Act. Mr. Peterson is a citizen of the United States. The
principal  office of Mr.  Peterson is located at 10600 N. De Anza  Blvd.,  Suite
250, Cupertino, CA. 95014.

      During the last five years,  none of the Reporting  Persons to the best of
the  Reporting  Persons'  knowledge,  has  been  (a)  convicted  in  a  criminal
proceeding (excluding traffic violations or similar misdemeanors) or (b) a party
to any civil  proceeding  of a  judicial  or  administrative  body of  competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

      The  information  set  forth in Item 6 hereof is  hereby  incorporated  by
reference into this Item 3.

      American  acquired  beneficial  ownership of the securities  which are the
subject of this filing with working  capital in the ordinary course of business.
On June 23, 2006, American Ethanol entered into a Stock Purchase Agreement ("the
Agreement")  with the Issuer and the  Shareholders.  The  Agreement  is attached
hereto as Exhibit A and  incorporated  by reference.  Pursuant to the Agreement,
American purchased from the Shareholders an aggregate of 3,343,200 shares of the
Issuer's common stock held by the  Shareholders  (the "Shares") for an aggregate
purchase price of $675,000.  As a result of the  consummation of the sale of the
Shares to American  pursuant to the Agreement,  American now owns  approximately
88.3%  of  the  outstanding  stock  of  the  Issuer  and,  consequently,  has  a
controlling interest in the Issuer.  American used its own funds to complete the
purchase of the Shares.

Item 4.  Purpose of Transaction.

      The  information  set  forth in Item 6 hereof is  hereby  incorporated  by
reference into this Item 4.

      American acquired the Shares pursuant to the Agreement with the purpose of
obtaining control over the Issuer. In connection with the acquisition  described
above,  George A. Powell and Peter Porath resigned from the Issuer's Board,  and
Timothy  Morris was appointed to the Issuer's  Board.  Effective  June 23, 2006,
Michael Schumacher,  George A. Powell, and Peter Porath resigned as the Issuer's
officers  and Timothy  Morris and William  Maender  have been  appointed  as the
Issuer's  Chief  Executive  Officer and Chief  Financial  Officer and Secretary,
respectively.  Mr. Morris and Mr.  Maender are the Chief  Executive  Officer and
Chief Financial Officer, respectively, of American.


                                       12
<PAGE>

      In  addition,  on June 23, 2006  American  and the Issuer  entered into an
Agreement and Plan of Merger ("the Merger Agreement)  pursuant to which American
will  merge  with and into the  Issuer,  with the  Issuer  being  the  surviving
corporation.  The Merger Agreement is the legal document that governs the merger
transaction  ("Merger") and the other  transactions  contemplated  by the Merger
Agreement. The description of the Merger Agreement contained herein is qualified
in its  entirely  by the  Merger  Agreement  which  is  incorporated  herein  by
reference from Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 26, 2006.

      In connection with the Merger,  (i) each issued and  outstanding  share of
American  common stock and preferred  stock  ("American  Capital Stock") will be
converted  into the right to receive one (1) share of the Issuer's  Common Stock
("Exchange Ratio");  and (ii) each outstanding warrant to purchase one (1) share
of  American  common  stock or  preferred  stock  will be  assumed by Issuer and
converted  into a warrant  to  purchase  one (1) share of Issuer  common  stock,
subject to adjustment as set forth below. In addition, the shares of Issuer held
by American will be cancelled.

      The Exchange Ratio shall be adjusted to reflect  appropriately  the effect
of  any  stock  split,   stock   dividend,   reorganization,   recapitalization,
reclassification,  combination  or other like change with respect to the capital
stock of Issuer or  American  (or any options or  warrants  with  respect to the
foregoing)  occurring on or after the date of the Merger  Agreement and prior to
the effective time of the Merger  ("Effective  Time"). The Exchange Ratio is not
adjusted in the event that American  issues  additional  securities,  which will
result in additional dilution to the Issuer's original shareholders.

      As of the date of this Report,  the Issuer has 3,785,664  shares of Common
Stock issued and outstanding, of which 3,343,200 shares are held by American.

      As of the date hereto,  American has the following  securities  issued and
outstanding

o     74,600,000 shares of Common Stock;

o     5,000,000  shares of Series A Preferred Stock (which are convertible  into
      10,000,000 shares of Common Stock); and

o     Warrants  exercisable for 800,000 shares of American Common Stock at $3.00
      per share.

      As of the  date  hereto,  American  also  has  commitments  to issue up to
200,000 additional shares of American Common Stock ("Equity Commitments").

      Assuming no  shareholder of either  American or Issuer elects  dissenters'
rights and that the  capitalization  of either  company does not change prior to
the Closing of the Merger, the shareholders of American in the aggregate will be
issued,  approximately  84.6  million  shares of the  Issuer's  Common  Stock in
exchange for all the  outstanding  shares of American  Capital  Stock and Issuer
will assume  warrants  exercisable  for an additional  800,000  shares of Common
Stock.  As a result,  immediately  following  the  Merger,  the Issuer will have
approximately 85.8 million shares of Common Stock outstanding,  and the original
shareholders  of  Issuer  will  hold   approximately  0.5%  of  the  issued  and
outstanding  shares of Issuer Common Stock on a fully diluted basis. If American
issues additional  securities prior to the Closing of the Merger, it will result
in additional dilution to the Issuer's original shareholders.

      Issuer and American have each agreed to continue to operate their business
in the ordinary course prior to the Merger. Under the Merger Agreement,  each of
American  and  Issuer  have  agreed  to do  certain  things,  some of which  are
conditions  to the Merger  transaction.  Each company is obligated to (a) obtain
all necessary  approvals for various  aspects of the  transaction,  (b) give the
other access to the records and personnel to complete due diligence review,  and
(c)  proceed  expeditiously  to  undertake  all  actions  so as to  be  able  to
consummate the Merger.  Consummation  of the Merger is also  contingent upon (i)
preparation,  filing and distribution to the Issuer's  shareholders of either an
Information  Statement or a Proxy  Statement,  and (ii)  continued  quotation of
Issuer's   common   stock   on  the   Over-the-Counter   Bulletin   Board.   The
representations  and warranties of the parties to the Merger Agreement generally
do not survive the Closing.


                                       13
<PAGE>

      The Merger Agreement may be terminated as follows:  (i) by mutual consent,
(ii) by either party if the Merger is prohibited by issuance of an order, decree
or ruling,  or (iii) by either  party if the other is in material  breach of any
representation,  warranty,  covenant or agreement.  In the event of termination,
both parties are responsible for their own expenses.

      The  directors of the Issuer have  approved the Merger  Agreement  and the
transactions  contemplated  thereunder.  The directors of American have approved
the Merger Agreement and the transactions  contemplated  thereunder.  The Merger
Agreement and the transactions  contemplated  thereunder require the approval of
both  the  Issuer's  and  American's  shareholders  before  the  Merger  can  be
consummated. The parties expect the closing of the transactions under the Merger
Agreement to occur on or about by September 30, 2006.  However,  there can be no
assurances that the Merger will be completed by that time, or ever.

      Other than as set forth  above,  the  Reporting  Person  does not have any
plans or proposals that would result in any of the following:

      (a)   The  acquisition  by any  person  of  additional  securities  of the
            issuer, or the disposition of securities of the issuer;

      (b)   An   extraordinary   corporate   transaction,   such  as  a  merger,
            reorganization  or  liquidation,  involving the issuer or any of its
            securities;

      (c)   A sale or transfer  of a material  amount of assets of the issuer or
            any of its subsidiaries;

      (d)   Any change in the present  board of directors or  management  of the
            issuer,  including any plans or proposals to make any changes in its
            investment  policy for which a vote is required by section 13 of the
            Investment Company act of 1940;

      (e)   Any material change in the present capitalization or dividend policy
            of the issuer;

      (f)   Any other  material  change in the  issuer's  business or  corporate
            structure  including  but  not  limited  to,  if  the  issuer  is  a
            registered  closed-end investment company, any plans or proposals to
            make  any  changes  in its  investment  policy  for  which a vote is
            required by section 13 of the Investment Company Act of 1940;

      (g)   Changes in the issuer's charter, bylaws or instruments corresponding
            thereto or other actions which may impede the acquisition of control
            of the issuer by any person;

      (h)   Causing a class of  securities  of the issuer to be delisted  from a
            national  securities  exchange  or to cease to be  authorized  to be
            quoted in an inter-dealer  quotation system of a registered national
            securities association;

      (i)   A class of equity  securities  of the issuer  becoming  eligible for
            termination of registration pursuant to Section 12(g)(4) of the Act;
            or

      (j)   Any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

(a) American Ethanol,  Inc. may be deemed,  for purposes of Rule 13d-3 under the
Securities  Exchange Act of 1934, as amended,  to be the beneficial owner of the
aggregate  amount  of  3,343,200  Shares  representing  88.3%  of  the  Issuer's
3,785,664 shares of common stock outstanding.

(b) American Ethanol, Inc. has the sole power to vote and dispose of the Shares,
has a pecuniary interest in the Shares,  and has direct beneficial  ownership of
the Shares.

                  (i) Cagan McAfee as the 14.19% shareholder may be deemed to
have shared power to direct the voting and  disposition of the Shares. Mr. Cagan
and Mr. McAfee are the members of Cagan McAfee.


                                       14
<PAGE>

                  (ii) Mr. Cagan, Mr. McAfee,  Mr. Morris,  Janakiram  Ajjarapu,
Surendra K.  Ajjarapu,  Mr.  Maender and Mr.  Peterson,  as American's  board of
directors,  may be  deemed  to have  shared  power  to  direct  the  voting  and
disposition  of the  Shares.  In  addition,  each of the members of the board of
directors of American are also  shareholders of American and,  therefore,  has a
pecuniary interest in the Shares.

(c) Except as set forth in Item 6 below, there has been no transaction  effected
with  respect to the Shares since May 3, 2006 (60 days prior to the date hereof)
by any of the Reporting Persons.

(d) The members of the board of  directors  of American and the members of Cagan
McAfee  have the right to  participate  in the  receipt of  dividends  from,  or
proceeds  from the sales of, the  securities  held for the  account of  American
Ethanol, Inc. in accordance with their shareholder interest in American Ethanol,
Inc.

(e) Not Applicable

Item 6.  Contracts,  Arrangements,  Understandings or Relationships with Respect
         to Securities of the Issuer.

On June 23, 2006, the Issuer and the Shareholders  entered into a Stock Purchase
Agreement (the "Agreement") with American.  Pursuant to the Agreement,  American
purchased from the Shareholders an aggregate of 3,343,200 shares of the Issuer's
common stock held by the Shareholders  (the "Shares") for an aggregate  purchase
price of $675,000.  As a result of the consummation of the sale of the Shares to
American pursuant to the Agreement, American now owns approximately 88.3% of the
outstanding stock of the Issuer and, consequently, has a controlling interest in
the Issuer. American used its own funds to complete the purchase of the Shares.

The foregoing  description  of the Agreement is qualified in its entirely by the
terms of  Agreement  attached  hereto as  Exhibit A and  incorporated  herein by
reference.

On June 23, 2006, the Issuer and American  entered into an Agreement and Plan of
Merger (the "Merger  Agreement")  pursuant to which American will merge with and
into the Issuer, with the Issuer being the surviving corporation. The discussion
of the  Merger  Agreement  set forth  herein is  qualified  in its  entirety  by
reference from Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 26, 2006.

On July 3, 2006,  the Reporting  Persons  entered into a Joint Filing  Agreement
(the "Joint Filing  Agreement")  in which the parties agreed to the joint filing
on behalf of each of them of  statements  on  Schedule  13D with  respect to the
securities  of the Issuer to the extent  required by  applicable  law. The Joint
Filing  Agreement is attached hereto as Exhibit C and is incorporated  herein by
reference.

Except as set forth  above,  the  Reporting  Persons do not have any  contracts,
arrangements,  understandings or relationships with respect to any securities of
the Issuer.

Item 7.  Material to be Filed as Exhibits.

      (A)   Stock Purchase  Agreement among American Ethanol,  Inc., the Issuer,
            Pride Equities, Inc., Marq J. Warner and Michael R. Deans.

      (B)   Agreement  and  Plan of  Merger  between  the  Issuer  and  American
            Ethanol,  Inc.  (Incorporated  by reference  from Exhibit 2.1 to the
            Issuer's  Current  Report on Form 8-K filed with the  Securities and
            Exchange Commission on June 26, 2006).

      (C)   Joint Filing Agreement (for multiple reporting persons).


                                       15
<PAGE>

                                   Signatures

      After  reasonable  inquiry and to the best of the  knowledge and belief of
the  undersigned,  each of the  undersigned  certifies that the  information set
forth in this statement is true, complete and correct.


Dated:  July 3, 2006

                                     American Ethanol, Inc.


                                     /s/      Timothy Morris
                                     ----------------------------------
                                     Name:  Timothy Morris
                                     Title  CEO

                                     Cagan McAfee Capital Partners, LLC

                                     /s/ Eric McAfee
                                     ----------------------------------
                                     Name: Eric McAfee
                                     Title Managing Member

                                     Cagan McAfee Capital Partners, LLC

                                     /s/   Laird Cagan
                                     ----------------------------------
                                     Name:  Laird Cagan
                                     Title  Managing Member


                                     /s/  Eric McAfee
                                     ----------------------------------
                                     Eric McAfee


                                     /s/  Laird Cagan
                                     ----------------------------------
                                     Laird Cagan


                                     /s/  Timothy Morris
                                     ----------------------------------
                                     Timothy Morris


                                     /s/  Janakiram Ajjarapu
                                     ----------------------------------
                                     Janakiram Ajjarapu


                                     /s/  Surendra K. Ajjarapu
                                     ----------------------------------
                                     Surendra K. Ajjarapu


                                     /s/  William Maender
                                     ----------------------------------
                                     William Maender


                                     /s/  Michael Peterson
                                     ----------------------------------
                                     Michael Peterson

                                       16
<PAGE>


                                    Exhibit A

Form of Stock Purchase Agreement among American Ethanol, Inc., the Issuer, Pride
Equities, Inc., Marq J. Warner and Michael R. Deans.


                            STOCK PURCHASE AGREEMENT


      THIS STOCK PURCHASE  AGREEMENT (this  "Agreement")  dated as of June 23rd,
2006,  by and among  American  Ethanol,  Inc.  ("Buyer"),  Marwich II,  Ltd.,  a
Colorado corporation (the "Company"),  and Pride Equities,  Inc., Marq J. Warner
and Michael R. Deans (the "Shareholders"), on the other hand:

                              W I T N E S S E T H:

      WHEREAS,  Buyer  desires  to  purchase  from  the  Shareholders,  and  the
Shareholders  desire to sell to Buyer, all of the issued and outstanding  shares
of common  stock of the Company  held by the  Shareholders  (the  "Shares"),  in
exchange for a cash purchase price of $675,000; and

      WHEREAS,  the  parties  desire to enter into this  Agreement  to set forth
their mutual agreements concerning the above matter;

      NOW,  THEREFORE,  in  consideration  of the mutual promises of the parties
hereto, and of good and valuable  consideration,  the receipt and sufficiency of
which are hereby  acknowledged,  it is mutually  agreed by and among the parties
hereto as follows:

                                   ARTICLE 1.

                      SALE AND TRANSFER OF SHARES; CLOSING

      1.1.  Sale  of  Shares.  Subject  to the  terms  and  conditions  of  this
Agreement, and in reliance upon the representations,  warranties,  covenants and
agreements  contained  herein,  at the closing of the transactions  contemplated
hereby (the "Closing"),  the Shareholders will sell, convey, assign and transfer
the Shares to Buyer,  and Buyer will  purchase the Shares from the  Shareholders
(the  "Transaction").  The number of Shares to be  acquired by each Buyer is set
forth on Appendix I hereto.  The Shares shall be free and clear of any claims or
Encumbrances (as defined in Section 2.11).

      1.2. Consideration.  In consideration of the sale, transfer and assignment
to Buyer of the Shares,  at the Closing Buyer shall deliver to the  Shareholders
the aggregate  purchase price of $675,000 (the "Purchase  Price") in the form of
wire transfer.

      1.3.  The  Closing.  The  Closing  will take place at the offices of Crone
Rozynko,  LLP, at 101 Montgomery Street, Suite 1950, San Francisco,  California,
at 10:00 a.m. (local time) on the date hereof. At the Closing,  the Shareholders
will deliver to Buyer  certificates  representing the Shares,  duly endorsed (or
accompanied  by duly  executed  stock  powers),  for transfer to Buyer and Buyer
shall deliver to the Shareholders the Purchase Price.

                                   ARTICLE 2.

       REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS

      To induce  Buyer to execute,  deliver and perform this  Agreement,  and in
acknowledgement  of  Buyer's  reliance  on  the  following  representations  and
warranties,  the  Company and the  Shareholders  hereby  jointly  and  severally
represent and warrant to Buyer as follows, as of the date hereof:


                                       17
<PAGE>

      2.1.  Organization;  Capitalization.  The  Company 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 (i)
to 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 being utilized, (ii) is duly qualified or licensed to do business as a
foreign  corporation,  in good  standing  in every  jurisdiction  in  which  the
ownership  and use of its property or the conduct of its business  requires such
qualification, except where the failure to so qualify could not, individually or
in the aggregate,  reasonably be expected to have a material adverse affect; and
(iii)  has all  requisite  power and  authority  to  execute  and  deliver  this
Agreement  and the other  Documents  to which the Company is a party and perform
its obligations hereunder and thereunder,  and has taken all necessary action to
authorize the  execution,  delivery and  performance  of this  Agreement and the
other  Documents  to which the Company is a party.  The  Company has  heretofore
delivered  to the  Buyer  complete  and  correct  copies  of the  Organizational
Documents of the Company as presently in effect.  "Documents" shall mean and any
documents, agreements or certificates contemplated by the Transaction.

      2.2. Capitalization.  The authorized capital stock of the Company consists
of 100,000,000 shares of Common Stock, no par value per share,  3,785,664 shares
of which,  as adjusted for the share dividend  declared June 2, 2006, are issued
and outstanding,  and 1,000,000  shares of Preferred  Stock,  $.01 par value per
share,  no shares  of which  are  issued  and  outstanding.  Except as set forth
herein, (i) there are no equity securities of the Company authorized,  issued or
outstanding,  (ii) there are no existing options,  warrants,  calls, pre-emptive
rights,  subscriptions or other rights, agreements,  arrangements or commitments
of any character,  relating to the issued or unissued  equity  securities of the
Company,  obligating  the  Company  to  issue,  transfer  or sell or cause to be
issued,  transferred or sold any equity securities of, the Company or securities
convertible into or exchangeable or exercisable for such equity  securities,  or
obligating the Company to grant, extend or enter into any such option,  warrant,
call,  subscription  or other right,  agreement,  arrangement  or commitment and
(iii)  there  are no  outstanding  contractual  obligations  of the  Company  to
repurchase,  redeem or otherwise acquire any equity securities of the Company or
any Person or to provide  funds to make any  investment  (in the form of a loan,
capital  contribution or otherwise) in any other Person.  All outstanding shares
of the Company  Stock have been duly  authorized,  validly  issued and are fully
paid and  nonassessable.  All  securities  of the  Company  have been  issued in
compliance with state and federal securities laws. There are no voting trusts or
other  agreements  or  understandings  with  respect to the voting of the equity
securities of the Company.  The Shareholders are the legal and beneficial owners
and holders of 100% of the Shares, free and clear of all Encumbrances. No legend
or other  reference to any purported  Encumbrances  appears upon any certificate
representing  equity  securities  of the Company.  The  Company's  assets do not
include any capital  stock of, or any other equity  interest  in, or  securities
convertible  into or exchangeable for any capital stock or other equity interest
in, any person,  or any direct or indirect  equity or ownership  interest in any
other business. "Person" shall mean a natural person, partnership,  corporation,
limited  liability  company,   business  trust,  joint  stock  company,   trust,
unincorporated association,  joint venture,  governmental entity or other entity
or organization.

      2.3. Power and Authority.  The Company and the Shareholders have the power
and  authority to execute,  deliver,  and perform this  Agreement  and the other
agreements  and  instruments  to be executed and delivered by them in connection
with the transactions  contemplated hereby, and the Company and the Shareholders
have taken all necessary  action to authorize the execution and delivery of this
Agreement and such other  agreements and instruments and the consummation of the
transactions  contemplated  hereby.  This Agreement is, and the other agreements
and  instruments  to be executed and  delivered by the  Shareholders  and/or the
Company in connection with the transactions contemplated hereby, when such other
agreements and instruments  are executed and delivered,  shall be, the valid and
legally binding  obligations of the Shareholders and/or the Company, as the case
may be,  enforceable  against the Shareholders  and/or the Company in accordance
with their respective terms.

      2.4. No Conflict. Neither the execution and delivery of this Agreement and
the other  agreements and instruments to be executed and delivered in connection
with  the  transactions   contemplated  hereby,  nor  the  consummation  of  the
transactions  contemplated  hereby,  will violate or conflict with: (a) any U.S.
Federal,  state,  or  local  law,  regulation,  ordinance,  zoning  requirement,
governmental   restriction,   order,   judgment  or  decree  applicable  to  the
Shareholders  and/or the Company;  (b) any  provision  of any charter,  bylaw or
other governing or organizational  instrument or agreement of the Company or the
Shareholders;  or (c)  any  mortgage,  indenture,  license,  instrument,  trust,
contract,   agreement,   or  other   commitment  or  arrangement  to  which  the
Shareholders  and/or the Company are parties or by which the Shareholders and/or
the Company are bound.


                                       18
<PAGE>

      2.5.  SEC  Filings;   Financial  Statements.  The  Company  has  filed  or
furnished,  as  applicable,  with the Securities  and Exchange  Commission  (the
"SEC") each  report,  registration  statement  and  definitive  proxy  statement
required to be filed by the Company with the SEC between October 1, 2004 and the
date of this Agreement (collectively,  the "the Company SEC Documents"). Each of
the Company 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  Company  SEC  Documents  at the time of filing  contained  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
light of the  circumstances  under  which they were made,  not  misleading.  The
consolidated  financial statements  contained in the Company SEC Documents:  (i)
complied as to form in all material respects 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  presented  the  consolidated  financial  position of the Company and its
subsidiaries as of the respective dates thereof and the consolidated  results of
operations of the Company and its subsidiaries for the period covered thereby.

      2.6. No Undisclosed Liabilities.  The Company has no material Liabilities,
except (a) as reflected  or reserved  against on the most recent  balance  sheet
included in the most recent Form 10-KSB or Form 10-QSB, as applicable,  filed by
the  Company  and (b) current  liabilities  incurred  since the date of the most
recent balance sheet included in the most recent Form 10-KSB or Form 10-QSB,  as
applicable,  filed by the Company in the ordinary course of business, which will
as of the Closing not exceed  $5,000.  The reserves  reflected in the  Financial
Statements are adequate,  appropriate and reasonable and have been calculated in
a consistent manner.

      2.7. Books and Records.  The books and records of the Company are complete
and correct in all material respects and have been maintained in accordance with
sound business  practices,  including the  maintenance of an adequate  system of
internal  controls.  True and complete copies of all available  minute books and
all stock record books of the Company have heretofore been made available to the
Buyer.

      2.8.  Trading of Securities.  The Company's common stock has been approved
by the NASD for trading on the Over-the-Counter Bulletin Board and there has not
been any stop order  suspending the trading of the Company's common stock or the
initiation of any proceedings for that purpose.

      2.9. Absence of Certain  Changes.  Since October 13, 2004, the Company has
conducted  its  business  only in the  normal  and  ordinary  course in a manner
consistent with past practice and there has not been any:

            (a) change in the Company's  authorized or issued equity securities;
grant of any  option or right to  purchase  equity  securities  of the  Company;
issuance of any security  convertible  into or  exchangeable  or exercisable for
such equity securities; grant of any registration rights; purchase,  redemption,
retirement,  or other  acquisition by the Company of any equity  securities;  or
declaration  or  payment of any  dividend  or other  distribution  or payment in
respect  of  equity  securities,  other  than the  issuance  of  shares to Pride
Equities,  Inc.,  the increase in the  authorized  capital stock approved by the
Company's  shareholders  on  November  30,  2004,  and the 300%  stock  dividend
declared on June 2, 2006;

            (b)  amendment  to  the  Company's   articles  or   certificate   of
incorporation  and bylaws other than an  amendment  to increase  the  authorized
capital stock,  which was filed with the Colorado Secretary of State on December
9, 2004;


                                       19
<PAGE>

            (c) adoption  of, or increase in the payments to or benefits  under,
any bonus, deferred compensation,  incentive compensation, stock purchase, stock
option, stock appreciation or other stock-based incentive, employment (including
offer letters),  consulting,  severance,  change in control or termination  pay,
hospitalization  or  other  medical,  life  or  other  insurance,   supplemental
unemployment  benefits,  profit-sharing,  pension or retirement  plan,  program,
agreement or  arrangement,  and each other  "employee  benefit plan" (within the
meaning of Section 3(3) of ERISA),  whether formal or informal,  written or oral
and whether legally binding or not, that is sponsored, maintained or contributed
to or was sponsored, maintained or contributed to at any time by the Company;

            (d)  change  in the  accounting  methods  or  practices  used by the
Company;  or any new election or change in any existing election relating to any
taxes,  settlement of any claim or assessment relating to any taxes,  consent to
any claim or  assessment  relating  to any  taxes,  or waiver of the  statute of
limitations for any such claim or assessment;

            (e) write-down or write-off as  uncollectible  any notes or accounts
receivable;

            (f) disposal or lapse of any Intellectual  Property or the rights to
use any Intellectual  Property, or disposal of or disclosure to any Person other
than  employees of the Company and  representatives  of the Company of any trade
secret;

            (g) granting of any general increase in the compensation of officers
or employees (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 or employee;

            (h) agreement,  whether oral or written, by the Company to do any of
the foregoing.

      2.10. Required Government Consents,  Filings, etc. Except as have been or,
prior  to  the   Closing,   will  be  obtained,   no  approval,   authorization,
certification,  consent, variance, permission, license, or permit to or from, or
notice,  filing,  or recording to or with,  any U.S.  Federal,  state,  or local
governmental  authorities  is necessary  for: (a) the  execution and delivery of
this  Agreement  and the other  agreements  and  instruments  to be executed and
delivered  by the  Shareholders  and/or  the  Company  in  connection  with  the
transactions contemplated hereby, or the consummation by the Shareholders and/or
the Company of the  transactions  contemplated  hereby;  or (b) the ownership by
Buyer of the Shares.

      2.11. Other Required Consents, Filings, etc. Except as have been or, prior
to  the  Closing,  will  be  obtained,  no  approval,  authorization,   consent,
permission,  or waiver to or from, or notice,  filing,  or recording to or with,
any person is necessary  for: (a) the execution  and delivery of this  Agreement
and the other  agreements  and  instruments  to be  executed  and  delivered  in
connection with the transactions  contemplated hereby by the Shareholders and/or
the Company,  or the consummation by the Shareholders  and/or the Company of the
transactions contemplated hereby; or (b) the ownership by Buyer of the Shares.

      2.12. Title to Assets. The Company has good and marketable title to all of
its assets,  free and clear of any claims or Encumbrances.  "Encumbrance"  means
any mortgage,  charge (whether fixed or floating),  security  interest,  pledge,
right of first refusal,  lien  (including  any unpaid  vendor's  lien),  option,
hypothecation,  title retention or conditional  sale agreement,  lease,  option,
restriction as to transfer or possession,  or  subordination to any right of any
other person.

      2.13. Intellectual Property.

            (a) The Company has no Intellectual Property. The term "Intellectual
Property"  includes  all patents and patent  applications,  trademarks,  service
marks,  and  trademark or service mark  registrations  and  applications,  trade
names, logos, designs,  domain names, web sites, slogans and general intangibles
of  like  nature,   together  with  all  goodwill  relating  to  the  foregoing,
copyrights,  copyright  registrations,   renewals  and  applications,  software,
databases,   technology,  trade  secrets  and  other  confidential  information,
know-how, proprietary processes, formulae, algorithms, models and methodologies,
drawings,  specifications,  plans,  proposals,  financing and  marketing  plans,
advertiser,  customer and supplier lists and all other  information  relating to
advertisers,  customers  and  suppliers  (whether  or not  reduced to  writing),
licenses,  agreements  and all other  proprietary  rights,  which  relate to the
Company's business.


                                       20
<PAGE>

2.14.    Compliance with Rules.

            (a) The Company and the  Shareholders at all times have been and are
currently in  compliance  with all Rules  applicable  to the Company  and/or its
business,  except where such failure to comply would not have a material adverse
effect on the Company or its operations.  "Rule" means any law,  statute,  rule,
regulation,  order,  court  decision,  judgment  or decree of any U.S.  Federal,
state, territorial, provincial or municipal authority.

            (b) The Company  and the  Shareholders  are in  material  compliance
with,  and have  obtained all Permits and other  authorizations  relating to the
Company  which are  required by any Rule,  which has been enacted to the date of
this  Agreement,  except  as would  not have a  material  adverse  effect on the
Company or its operations.  No governmental  proceeding is pending or threatened
to cancel, amend, modify or fail to renew any such Permit. "Permit" includes any
approval,  authorization,  concession,  grant,  certificate of  convenience  and
necessity,  qualification,  consent,  franchise,  license,  security  clearance,
easement, order or other permit issued or granted by any governmental entity.

            (c)  The  Company  and/or  the  Shareholders  are not  currently  in
material  violation  of any  environmental  or safety  laws nor have the Company
and/or  the  Shareholders  received  any  notice of any  current  non-compliance
therewith.  There is no civil, criminal or administrative  action, suit, demand,
claim,  hearing,  notice,  investigation  or  proceeding  pending or  threatened
against the Company and/or the Shareholders relating in any way to environmental
and safety laws.

      2.15.  Tax  Matters.  The  Company has filed or caused to be filed all tax
returns  required to be filed  pertaining  to the Company.  All such tax returns
were  correct  and  complete  in all  respects.  All taxes  owed by the  Company
pertaining to the Company,  its business or its assets  (whether or not shown on
any tax  return)  have been  paid.  The  Company is not the  beneficiary  of any
extension  of time within  which to file any tax return.  No claim has ever been
made by an  authority  in a  jurisdiction  where the  Company  does not file tax
returns that the Company is or may be subject to taxation by that  jurisdiction.
There are no claims or Encumbrances on any of the Company's assets that arose in
connection with any failure (or alleged failure) to pay any tax.

      2.16. Contracts. Except as would not have a material adverse effect on the
Company or its  operations,  there  exists no event of  default  or  occurrence,
condition or act on the part of the Company and/or the  Shareholders  or, to the
best  knowledge  of the Company and the  Shareholders,  on the part of any other
party to any  contract to which the  Company is a party,  which  constitutes  or
would  constitute  (with or without notice or lapse of time or both) a breach of
or default under any of such contracts,  or cause or permit  acceleration of any
obligation of the Company or any other party.  There are no  renegotiations  of,
attempts to renegotiate,  or outstanding  rights to renegotiate any amounts paid
or  payable  to the  Company  under any  contract  with any  person  having  the
contractual or statutory  right to demand or require such  renegotiation  and no
such person has made written demand for such renegotiation.

      2.17.  Litigation.  Except as would not have a material  adverse effect on
the  Company  or its  operations,  there is no  legal,  administrative  or other
action,  claim,  proceeding or governmental  investigation,  domestic or foreign
("Litigation"),   pending  or   threatened   against  the  Company   and/or  the
Shareholders  relating to the  Company,  its  business  or its  assets,  or that
challenges or reviews the  execution,  delivery or performance of this Agreement
by  the  Company  and/or  the   Shareholders  or  of  the  consummation  of  the
transactions  contemplated  hereby, or that seeks to enjoin or obtain damages in
respect of the consummation of any of the transactions  contemplated hereby. The
Company  and/or the  Shareholders  are not parties to, and are not bound by, any
order or any ruling or award of any other  person that has  resulted in or could
reasonably  be  expected  to result  in,  individually  or in the  aggregate,  a
material  adverse effect on the Company or which could reasonably be expected to
materially  adversely affect the  consummation of the transactions  contemplated
hereby.


                                       21
<PAGE>

      2.18.  Employees.  The Company currently has no employees,  consultants or
independent contractors other than Michael Schumacher,  Peter Porath, and George
A. Powell.  All  consulting,  employment and other  agreements and  arrangements
between  the  Company  and  its  employees  will,  at the  Closing,  be  validly
terminated,  and all such agreements and arrangements previously did comply, and
have  at all  times  been in full  compliance,  with  all  employment  or  other
applicable  rules and  regulations.  The termination of any existing  employment
with Michael  Schumacher,  Peter Porath, and George A. Powell, or termination of
the  other   agreements  with  prior   employees,   consultants  or  independent
contractors  of the  Company  will not and did not  subject  the  Company to any
workers' compensation,  unemployment  compensation and other government-mandated
program or obligation  or liability.  No amounts are due or owed to any previous
or current the Company employee, consultant or independent contractor. There are
no oral  employment  agreements,  consulting  agreements  or other  compensation
agreements  currently in effect between the Company and any person.  Each of the
foregoing employees of the Company will resign their employment  effective as of
the Closing and release the Company from all known and unknown  claims that such
employee may have against the Company.

      2.19.  Contracts.  The  Company has no  material  contracts,  commitments,
arrangements, or understandings relating to its business, operations,  financial
condition, prospects or otherwise. For purposes of this Section 2.19, "material"
means  payment  or  performance  of  a  contract,  commitment,   arrangement  or
understanding,  which is expected to involve  payments,  individually  or in the
aggregate, in excess of $500.00.

      2.20.  Broker's or Finder's Fees. The Company and/or the Shareholders have
not authorized any person other than Creative Business  Strategies,  Inc. to act
as broker or finder or in any other  similar  capacity  in  connection  with the
transactions  contemplated  by this  Agreement.  Any  fee  payable  to  Creative
Business Strategies is the obligation solely of the Shareholders.

      2.21.  Disclosure.  No representation,  warranty, or statement made by the
Company  and/or  the  Shareholders  in  this  Agreement  or in any  document  or
certificate  furnished or to be furnished  to Buyer  pursuant to this  Agreement
contains or will contain any untrue statement or omits or will omit to state any
fact  necessary  to  make  the  statements   contained  herein  or  therein  not
misleading.  The Company and the Shareholders  have disclosed to Buyer all facts
known or reasonably  available to the Company and/or the  Shareholders  that are
material to the financial condition, operation, or prospects of the Company, its
business and/or its assets.

                                   ARTICLE 3.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

      To induce the Company and the Shareholders to execute, deliver and perform
this Agreement,  and in  acknowledgement  of the Company's and the Shareholders'
reliance  on  the  following   representations  and  warranties,   Buyer  hereby
represents and warrants to the Company and the Shareholders as follows as of the
date hereof:

      3.1.  Power and  Authority.  Buyer has the power and authority to execute,
deliver,  and perform this Agreement and the other agreements and instruments to
be executed and delivered by it in connection with the transactions contemplated
hereby,  and Buyer has taken all necessary action to authorize the execution and
delivery of this  Agreement and such other  agreements and  instruments  and the
consummation of the transactions  contemplated  hereby.  This Agreement is, and,
when such other agreements and instruments are executed and delivered, the other
agreements  and  instruments to be executed and delivered by Buyer in connection
with the  transactions  contemplated  hereby  shall be,  the  valid and  legally
binding  obligations of Buyer,  enforceable in accordance with their  respective
terms.

      3.2. Broker's or Finder's Fees. Buyer has not authorized any person to act
as broker,  finder,  or in any other  similar  capacity in  connection  with the
transactions contemplated by this Agreement.


                                       22
<PAGE>

      3.3. No  Conflict.  Neither the  execution  and  delivery by Buyer of this
Agreement  and of the  other  agreements  and  instruments  to be  executed  and
delivered by Buyer in connection with the transactions  contemplated hereby, nor
the consummation by Buyer of the transactions  contemplated hereby, will violate
or conflict with: (a) any foreign,  Federal,  state,  or local law,  regulation,
ordinance,  governmental  restriction,  order,  judgment or decree applicable to
such Buyer;  or (b) any provision of any charter,  bylaw,  or other governing or
organizational instrument of Buyer.

      3.4. Unregistered  Securities.  Buyer understands that the Shares have not
been  registered  with the SEC or any state or foreign  securities  agencies and
neither the Company nor the Shareholders are under an obligation to register the
Shares.

      3.5. Evaluation of Purchase of Shares.

            (a) Buyer is  capable  of  evaluating  the  merits  and risks of its
investment in the Company and has the capacity to protect its  interests.  Buyer
acknowledges   that  it  must  bear  the  economic   risk  of  this   investment
indefinitely,  unless the Shares are  subsequently  registered  pursuant  to the
Securities  Act  of  1933,  as  amended  (the  "Act"),   or  an  exemption  from
registration  is available.  Buyer  understands  that the Company has no present
intention of registering the Shares.

            (b) Buyer is  acquiring  the  Shares for  Buyer's  own  account  for
investment  only and not with a view  towards  distribution  thereof  within the
meaning of the Act, the state security laws and any other applicable laws.

                                   ARTICLE 4.

            COVENANTS OF THE SHAREHOLDERS AND BUYER FOLLOWING CLOSING

      4.1.  Cooperation.  The  Shareholders and Buyer shall cooperate fully with
each other and their respective employees, legal counsel,  accountants and other
representatives  and advisers in connection  with the steps required to be taken
as part of their respective  obligations under this Agreement;  and each of them
shall, at any time and from time to time after the Closing,  upon the request of
the other, do, execute,  acknowledge and deliver, or cause to be done, executed,
acknowledged  and  delivered,   all  such  further  acts,  deeds,   assignments,
transfers, conveyances, receipts, acknowledgments, acceptances and assurances as
may be reasonably required (without incurring  unreimbursed  expense) to satisfy
and perform the obligations of such party hereunder, and to allow the Company to
operate its  business  after the Closing in the manner in which it was  operated
before the Closing.

      4.2.  Further  Assurances.  Subject  to the terms and  conditions  of this
Agreement,  each party agrees to use all of its  reasonable  efforts to take, or
cause to be  taken,  all  actions  and to do or cause  to be  done,  all  things
necessary  and  proper  or  advisable  to  consummate  and  make  effective  the
transactions  contemplated  by  this  Agreement  (including  the  execution  and
delivery  of such  further  instruments  and  documents  as the other  party may
reasonably request).

                                   ARTICLE 5.

                               SURVIVAL; INDEMNITY

      5.1. Survival of Representations,  Warranties,  etc. The  representations,
warranties and covenants  given by the  Shareholders to Buyer or by Buyer to the
Shareholders in this Agreement shall survive for a period of 18 months following
the Closing.

      5.2.  Indemnification by the Shareholders.  The Shareholders shall jointly
and  severally   indemnify,   defend,  and  hold  harmless  Buyer,  and  Buyer's
representatives,  stockholders,  controlling persons and affiliates,  at, and at
any time after,  the  Closing,  from and against  any and all  demands,  claims,
actions, or causes of action, assessments, losses, damages (including incidental
and  consequential  damages),   liabilities,   costs,  and  expenses,  including
reasonable  fees and  expenses of  counsel,  other  expenses  of  investigation,
handling,  and Litigation,  and settlement  amounts,  together with interest and
penalties (collectively,  a "Loss" or "Losses"), asserted against, resulting to,
imposed  upon,  or incurred  by Buyer,  directly  or  indirectly,  by reason of,
resulting from, or arising in connection with, any of the following:


                                       23
<PAGE>

            (a) Breach. Any breach of any representation, warranty, or agreement
of the  Shareholders  and/or the Company  contained in or made  pursuant to this
Agreement, including the agreements and other instruments contemplated hereby;

            (b)  Brokerage  or  Finder's  Fees.  Any  claim  by any  person  for
brokerage or finder's fees or  commissions  or similar  payments  based upon any
agreement or understanding alleged to have been made by any such person with the
Company and/or the  Shareholders in connection with this Agreement or any of the
transactions contemplated hereby; and

            (c) Incidental  Matters. To the extent not covered by the foregoing,
any and all demands, claims, actions or causes of action,  assessments,  losses,
damages,  liabilities,  costs,  and  expenses,  including  reasonable  fees  and
expenses of counsel,  other expenses of investigation,  handling, and Litigation
and settlement  amounts,  together with interest and penalties,  incident to the
foregoing.

The remedies  provided in this Section 5.2 will not be exclusive of or limit any
other remedies that may be available to Buyer.

      5.3.  Indemnification  by Buyer.  Buyer shall indemnify,  defend, and hold
harmless  the  Shareholders  at, and at any time after,  the  Closing,  from and
against any and all Losses  asserted  against,  resulting  to,  imposed upon, or
incurred by the Shareholders, to the extent arising from any of the following:

            (a) Breach. Any breach of any representation, warranty, or agreement
of  Buyer  contained  in or made  pursuant  to  this  Agreement,  including  the
agreements and other instruments contemplated hereby; and

            (b) Incidental  Matters. To the extent not covered by the foregoing,
any and all demands, claims, actions or causes of action,  assessments,  losses,
damages,  liabilities,  costs,  and  expenses,  including  reasonable  fees  and
expenses of counsel, other expenses of investigation,  handling, and Litigation,
and settlement  amounts,  together with interest and penalties,  incident to the
foregoing.

The remedies  provided in this Section 5.3 will not be exclusive of or limit any
other remedies that may be available to the Shareholders.

      5.4. Procedures; Third Party Claims, etc.

            (a) A person entitled to make a claim of  indemnification  hereunder
shall  be  referred  to  as an  "Indemnified  Party."  A  person  obligated  for
indemnification  hereunder shall be referred to as an "Indemnifying  Party." The
Indemnifying  Party  shall be  entitled  to defend  any claim,  action,  suit or
proceeding  made by any third  party  against an  Indemnified  Party;  provided,
however,  that the  Indemnified  Party shall be entitled to  participate in such
defense  with  counsel  of its  choice and at its own  expense  and,  if (i) the
Indemnifying Party is also a party to such claim, action, suit or proceeding and
the Indemnified Party determines in good faith that joint  representation  would
be inappropriate,  (ii) the Indemnifying  Party does not provide a competent and
vigorous defense,  or (iii) the Indemnifying Party agrees,  then the Indemnified
Party's  participation  shall be at the expense of the  Indemnifying  Party. The
Indemnified  Party  shall  provide  such  cooperation  and  access to its books,
records and properties as the Indemnifying  Party shall reasonably  request with
respect to such matter; and the parties shall cooperate with each other in order
to ensure the proper and adequate  defense thereof.  An Indemnified  Party shall
not settle any claim  subject to  indemnification  hereunder  without  the prior
written  consent  of  the  Indemnifying   Party,  which  consent  shall  not  be
unreasonably withheld or delayed.


                                       24
<PAGE>

            (b) With regard to claims of third parties for which indemnification
is payable  hereunder,  such  indemnification  shall be paid by the Indemnifying
Party upon the  earliest  to occur of: (i) the entry of a judgment  against  the
Indemnified  Party;  (ii) the  settlement  of the claim;  (iii) with  respect to
indemnities for tax liabilities,  upon the issuance of any final resolution by a
taxation authority;  or (iv) with respect to claims before any administrative or
regulatory  authority,  when the Loss is finally  determined  and not subject to
further review or appeal;  provided,  however, that the Indemnifying Party shall
pay on the Indemnified Party's demand any cost or expense reasonably incurred by
the Indemnified Party in defending or otherwise dealing with such claim.

            (c) To seek  indemnification  hereunder,  an Indemnified Party shall
notify the other party hereto of any claim for  indemnification,  specifying  in
reasonable  detail the nature of the Loss and the amount or an  estimate  of the
amount  thereof.  Neither the giving of such notice nor the failure to give such
notice shall constitute an election of remedies or limit an Indemnified Party in
any manner in the enforcement of any other remedies that may be available to it,
including the right to proceed against an Indemnifying Party.

                                   ARTICLE 6.

                                  MISCELLANEOUS

      6.1.  Entire  Agreement.  This  Agreement,  and  the  other  certificates,
agreements, and other instruments to be executed and delivered by the parties in
connection  with  the  transactions  contemplated  hereby,  constitute  the sole
understanding of the parties with respect to the subject matter hereof.

      6.2.  Parties  Bound by  Agreement;  Successors  and  Assigns.  The terms,
conditions,  and obligations of this Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.

      6.3.  Amendments and Waivers.  No  modification,  termination,  extension,
renewal or waiver of any  provision  of this  Agreement  shall be binding upon a
party unless made in writing and signed by such party.  A waiver on one occasion
shall not be construed as a waiver of any right on any future occasion. No delay
or omission by a party in exercising any of its rights  hereunder  shall operate
as a waiver of such rights.

      6.4.  Severability.  If for  any  reason  any  term or  provision  of this
Agreement  is held to be invalid or  unenforceable,  all other  valid  terms and
provisions  hereof shall  remain in full force and effect,  and all of the terms
and provisions of this Agreement shall be deemed to be severable in nature.

      6.5.  Attorney's  Fees.  Should any party  hereto  retain  counsel for the
purpose  of  enforcing,  or  preventing  the breach  of,  any  provision  hereof
including the  institution of any action or proceeding,  whether by arbitration,
judicial or quasi-judicial action or otherwise,  to enforce any provision hereof
or for  damages  for  any  alleged  breach  of any  provision  hereof,  or for a
declaration of such party's rights or obligations hereunder,  then, whether such
matter is settled by negotiation,  or by arbitration or judicial  determination,
the prevailing  party shall be entitled to be reimbursed by the losing party for
all costs and expenses incurred thereby,  including  reasonable  attorneys' fees
for the services rendered to such prevailing party.

      6.6.  Counterparts  and  Facsimile  Signatures.   This  Agreement  may  be
executed,  manually or by facsimile signature, 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 of the parties
and delivered to the other party, it being  understood that all parties need not
sign the same counterpart.

      6.7.  Headings.  The  headings  of the  Sections  and  paragraphs  of this
Agreement  are  inserted  for  convenience  only  and  shall  not be  deemed  to
constitute part of this Agreement or to affect the construction hereof.

      6.8.  Expenses.  Except  as  specifically  provided  herein,  each  of the
Shareholders  and Buyer shall pay all of its own costs and expenses  incurred by
it or on its  behalf in  connection  with this  Agreement  and the  transactions
contemplated   hereby,   including  fees  and  expenses  of  its  own  financial
consultants, accountants, and counsel.


                                       25
<PAGE>

      6.9.  Notices.  All  notices,   requests,   demands,   claims,  and  other
communications  which are required or may be given under this Agreement shall be
in  writing  and shall be deemed to have been  duly  given:  when  received,  if
personally  delivered;  when  transmitted,  if  transmitted  by  telecopy;  five
business days after such notice, request, demand claim or other communication is
sent, if sent by registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth below:

                  if to the Shareholders to:

                  Pride Equities, Inc.
                  2525 Fifteenth Street, Suite 3H, Denver,
                  Colorado 80211
                  Attention:   Mick Schumacher
                  Telephone:  (303) 619-1604
                  Facsimile:   (303) 480-5038

                  Marq J. Warner
                  17096 E. Dorado Circle
                  Centennial, CO 80015
                  Telephone:  (303) 484-0633
                  Facsimile:...........................................(303)
                  539-9803

                  Michael R. Deans
                  5225 S. Jamaica Way
                  Englewood, CO 80111
                  Telephone:  (303) 779-6665
                  Facsimile:...........................................(303)
                  221-1437

                  if to Buyer to:

                  American Ethanol, Inc.
                  203 N. LaSalle Street
                  Suite 2100
                  Chicago, IL 60601
                  Attention: William Maender,
                  .....................................................
                  Chief Financial Officer
                  Telephone:  (610) 565-5287
                  Facsimile:  (610) 672-9899

                  With a copy to:

                  Alisande M. Rozynko
                  Crone Rozynko, LLP
                  101 Montgomery Street, Suite 1950
                  San Francisco, CA 94104
                  Telephone:  (415) 955-8900
                  Facsimile:  (415) 955-8910

Any party may send any notice,  request,  demand,  claim, or other communication
hereunder  to the  intended  recipient  at the address set forth above using any
other means, but no such notice, request,  demand, claim, or other communication
shall be deemed to have been duly given unless and until it actually is received
by the intended  recipient.  Any party may change the address to which  notices,
requests,  demands,  claims,  and  other  communications  hereunder  are  to  be
delivered by giving the other parties notice in the manner herein set forth.


                                       26
<PAGE>

      6.10.  Governing Law. This Agreement shall be construed in accordance with
and  governed by the laws of the State of  California,  U.S.A.,  without  giving
effect to the principles of choice of law thereof.

      6.11.  Arbitration.  Any dispute  arising under or in connection  with any
matter  related to this  Agreement  or any related  agreement  shall be resolved
exclusively by  arbitration.  The  arbitration  shall be in conformity  with and
subject to the  applicable  rules and  procedures  of the  American  Arbitration
Association  or, at the  election  of the  demanding  party,  any other  form of
"alternative dispute resolution"  procedure generally recognized in the State of
California;  e.g., a reference  pursuant to California  Code of Civil  Procedure
("Code") Section 638 and/or reliance upon Section 1280 et. seq. of the Code. Any
arbitration  shall  incorporate  Section  1283.05  of the Code with  respect  to
discovery  matters.  All parties agree to be (1) subject to the jurisdiction and
venue of the arbitration in the County of Santa Clara, State of California,  (2)
bound by the decision of the  arbitrator  as the final  decision with respect to
the dispute and (3) subject to the  jurisdiction  of the  Superior  Court of the
State of  California  for the purpose of  confirmation  and  enforcement  of any
award.

      6.12.  Waiver of Certain Damages.  Except as prohibited by law, each party
hereby waives any right it may have to claim or recover any special,  exemplary,
punitive or consequential  damages other than, or in addition to, actual damages
in connection  with any dispute  arising under or in connection  with any matter
related to this Agreement or any related agreement.

      6.13. References, etc.

            (a)  Whenever  reference  is made in this  Agreement to any Article,
Section, paragraph, Schedule or Exhibit, such reference shall be deemed to apply
to the  specified  Article,  Section  or  paragraph  of  this  Agreement  or the
specified Schedule or Exhibit attached to this Agreement.

            (b) The word  "including"  when used  herein is not  intended  to be
exclusive and means "including, without limitation."

      6.14. No Strict Construction.  The language used in this Agreement will be
deemed to be the language  chosen by the parties  hereto to express their mutual
intent, and no rule of strict construction will be applied against any person.






                            [Signature page follows.]


                                       27
<PAGE>

      IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement
as of the date first indicated above.


SELLERS:                                      PRIDE EQUITIES, INC.




                                              By: /s/ Michael L. Schumacher
                                                 -------------------------------
                                                  Name: Michael L. Schumacher
                                                  Title: President




                                                  /s/ Marq J. Warner
                                              ----------------------------------
                                                    Marq J. Warner




                                                  /s/ Michael R. Deans
                                              ----------------------------------
                                                    Michael R. Deans


BUYER:                                        AMERICAN ETHANOL, INC.



                                              By: /s/ Timothy Morris
                                                 -------------------------------
                                                  Name:  Timothy Morris
                                                  Title: Chief Executive Officer



                                       28
<PAGE>



                                                                   Page 29 of 31

                                   APPENDIX I
                        SHARES OF THE COMPANY BEING SOLD


                                                Number of Shares of the Company
              Shareholders                                Being Sold
- -----------------------------------------    ----------------------------------

Pride Equities, Inc.                         1,920,000
Michael R. Deans                             711,600
Marq J. Warner                               711,600








                                       29
<PAGE>

                                                                   Page 30 of 31

                                    Exhibit B

      Form of  Agreement  and Plan of Merger  between  the Issuer  and  American
Ethanol,  Inc.  (Incorporated  by  reference  from  Exhibit 2.1 to the  Issuer's
Current Report on Form 8-K filed with the Securities and Exchange  Commission on
June 26, 2006)








                                       30
<PAGE>

                                                                   Page 31 of 31

                                    Exhibit C

                             Joint Filing Agreement

      In accordance  with Rule  13d-1(k)  under the  Securities  Exchange Act of
1934,  the  undersigned  hereby  (i)  agree to the joint  filing  with all other
Reporting  Persons  (as such term is  defined  the  statement  on  Schedule  13D
described  below) on behalf of each of them of this  statement  on Schedule  13D
(including  amendments  thereto) with respect to the Common Stock of Marwich II,
Ltd., and (ii) agree that this Agreement be included as an Exhibit to such joint
filing.  This  Agreement  may be executed in any number of  counterparts  all of
which taken together shall constitute one and the same instrument.

Dated: July 3, 2006
                                     American Ethanol, Inc.


                                     /s/      Timothy Morris
                                     ----------------------------------
                                     Name:  Timothy Morris
                                     Title  CEO

                                     Cagan McAfee Capital Partners, LLC

                                     /s/  Eric McAfee
                                     ----------------------------------
                                     Name: Eric McAfee
                                     Title Managing Member

                                     Cagan McAfee Capital Partners, LLC

                                     /s/   Laird Cagan
                                     ----------------------------------
                                     Name: Laird Cagan
                                     Title Managing Member


                                     /s/   Eric McAfee
                                     ----------------------------------
                                     Eric McAfee


                                     /s/   Laird Cagan
                                     ----------------------------------
                                     Laird Cagan


                                     /s/   Timothy Morris
                                     ----------------------------------
                                     Timothy Morris


                                     /s/   Janakiram Ajjarapu
                                     ----------------------------------
                                     Janakiram Ajjarapu


                                     /s/   Surendra K. Ajjarapu
                                     ----------------------------------
                                     Surendra K. Ajjarapu


                                     /s/   William Maender
                                     ----------------------------------
                                     William Maender


                                     /s/   Michael Peterson
                                     ----------------------------------
                                     Michael Peterson


                                       31
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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