Exhibit 10.23



LOGO



MANAGEMENT INCENTIVE PLAN



For the Year 2004



|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Purpose:               |  | To provide incentive awards to identified members of management based upon their individual performance and contribution to the achievement of established company goals.                                                                                                                                                                                                                                                                                                          
|                       | 
|Eligible Participants: |  | Must be employed as of September 1, 2004 and employed continuously through the date of award in one of the following capacities:                                                                                                                                                                                                                                                                                                                                                   
|                       | 
|                       |  |       Executive Management  the CEO, the President, the Executive Vice President or the
Director of Operations.                                                                                                                                                                                                                                                                                                                                                                  
|                       | 
|                       |  |       Senior Management  (1) a direct report of a member of Executive Management,
excluding Division Managers, and (2) others designated by Executive Management.                                                                                                                                                                                                                                                                                                                
|                       | 
|                       |  |       Key Manager I  individuals who have a meaningful impact on achieving corporate goals and
profitability during the year, as designated by Executive Management.                                                                                                                                                                                                                                                                                                             
|                       | 
|                       |  |       Director of Wholesale Operations                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                       | 
|                       |  |       Director of Retail Operations                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                       | 
|Awards:                |  | Awards will be based upon both company and individual performance. Awards may consist of (1) a cash distribution and (2) a stock grant to be made pursuant to the companys Deferred
Compensation Plan. The maximum awards that may be granted based upon different levels of performance are identified in Schedule A attached hereto. Subject to such maximums, individual awards will be determined by Executive Management based
upon the participants individual performance.
|                       | 
|Timing:                |  | Awards will be made when accurate financial data is available for 2004, but in no event later than March 15, 2005.                                                                                                                                                                                                                                                                                                                                                                 



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|                          |  |                                                                                                                                                                                             
|------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Distribution and
Vesting: |  | Cash Awards. The cash portion of any award will not be subject to any contingencies and will be currently taxable to the participant and subject to normal
withholdings.                    
|                          | 
|                          |  | Stock Grants. Any stock grant will be made pursuant to the companys Deferred Compensation Plan and will not be distributable until it has vested in accordance with the following
schedule:



|                                 |  |                   |  
|-------------------------------- |  | ----------------- | -
|Vesting Date                     |  | Percentage Vested |  
|2ndAnniversary of the Grant Date |  | 50                | %
|3rdAnniversary of the Grant Date |  | Additional 25     | %
|4thAnniversary of the Grant Date |  | Additional 25     | %



|         |  |                                                                                                                                                                                                                                                                                                                        
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  | Distributions of stock grants shall be made in common stock of Accredited Home Lenders Holding Co., and the fair market value of the stock distributed shall be subject to customary payroll
withholdings. Arrangements satisfactory to the company for payment of the withholdings must be made prior to distribution.
|         | 
|         |  | Distribution alternatives for stock grants and procedures for selecting among those alternatives, as well as other terms and conditions of the companys Deferred Compensation Plan, shall
be separately communicated to participants.                                                                                 
|         | 
|General: |  | All awards are subject to Executive Managements evaluation of a participants individual performance, and there is no guaranty that an individual participant will receive any or
all of the maximum award that is available based upon company performance.                                                          
|         | 
|         |  | Nothing contained herein shall alter the at will character of a participants employment with Accredited.                                                                                                                                                                                                            
|         | 
|         |  | This plan supersedes all previous plans with respect to the same subject matter, and may be amended or revoked by the company at any time.                                                                                                                                                                             



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Schedule A

to

ACCREDITED HOME LENDERS

MANAGEMENT INCENTIVE PLAN

For the Year 2004



Senior Management

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|



The table below indicates the
maximum cash distribution and stock grant that a participant will be eligible to receive based upon Accrediteds net income after tax for the year 2004. Individual awards will be based on individual performance and achievement of certain
objectives as well as Accrediteds overall performance in accordance with the table below. Award percentages are applied to a participants 2004 base salary for the period of time such participant was an eligible participant under the
plan. The number of shares included in a stock grant would be based on the closing price for the stock as of the date the stock grant is awarded.



The maximum award levels shown in this schedule, as well as actual individual awards made pursuant to the plan, are subject to approval by the Compensation Committee of
Accrediteds Board of Directors.



|                            |  |                                  |                                    |  |      |   |  |             |  
|--------------------------- |  | -------------------------------- | ---------------------------------- |  | ---- | - |  | ----------- | -
|Actual Net Income After Tax |  |                                  | Maximum Award(Pct. of base salary) | 
|Dollars                     |  | Percentage of 2004Operating Plan |                                    |  | Cash |   |  | Stock Grant |  
|$  68.836 million           |  | 60                               | %                                  |  | 25   | % |  | 0           | %
|$  86.045 million           |  | 75                               | %                                  |  | 35   | % |  | 0           | %
|$114.726 million            |  | 100                              | %                                  |  | 50   | % |  | 30          | %
|$126.199 million            |  | 110                              | %                                  |  | 70   | % |  | 50          | %
|$137.671 million            |  | 120                              | %                                  |  | 70   | % |  | 75          | %
|$149.144 million            |  | 130                              | %                                  |  | 70   | % |  | 85          | %
|$160.616 million            |  | 140                              | %                                  |  | 70   | % |  | 93          | %
|$172.089 million            |  | 150                              | %                                  |  | 70   | % |  | 98          | %
|$183.562 million            |  | 160                              | %                                  |  | 70   | % |  | 103         | %



Thereafter, each additional full
10% increase in Accrediteds actual net income after tax as a percentage of Accrediteds 2004 Operating Plan net income after tax results in a 4 percentage point increase in the Stock Grant Maximum Award.



The undersigned participant hereby acknowledges that he/she has read, understood and agrees
to the Management Incentive Plan for the Year 2004 and this Schedule A.



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|(Signature)  |  | (Date)      
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|(Print Name) |  | (Department)