Senior Management Incentive Plan

EXHIBIT 10.6


Accredited Home Lenders, Inc.
SENIOR MANAGEMENT INCENTIVE PLAN
Effective for 2002


Statement of Intention:


It is the intention of Accredited Home Lenders, Inc. (Accredited) to
provide a cash distribution to our Senior Management as a reward for their
individual performance and contribution to the achievement of established
corporate goals.


The Senior Management Incentive Plan (the "Incentive Plan") will:


A. Create a reward and recognition program that is timely and
consistent with business plan objectives.


B. Reward individual performance.


All distributions made under the Senior Management Incentive Plan are
a form of profit sharing. As such, they are dependent upon
Accredited achieving certain levels of profitability, which will
enable the company to make these distributions.


Executive Management (the Chairman, President and Executive Vice
President of Accredited) will make recommendations to the
Compensation Committee of Board of Directors regarding total
dollars to be made available for the Incentive Plan Pool. The
Incentive Plan Pool will be stated as both a dollar pool and as a
percentage of Incentive Plan participants' eligible salary.


The decision of Executive Management and the Compensation Committee
will be final in respect to these amounts so allocated. Nothing in
the Plan is intended to make a commitment of pay-out, only the
possibility of pay-out, should certain levels of corporate
achievement be reached and individual performance support a given
level of individual pay-out.


Participation:


To be eligible, an individual must meet the following criteria:


. Employed as a Direct Report of the Chairman, President or Executive
Vice President, and any individual who reports to a Direct Report
(excluding Divisional Managers).
. The Chairman, President or Executive Vice President must approve any
additional participants.
. Participants must ...