CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
Clearwater, Florida

BALANCE SHEET
Including Independent Auditors' Report

December 31, 1998

CHARTHOUSE SUITES VACATION OWNERSHIP, INC.

TABLE OF CONTENTS
December 31, 1998

Independent Auditors' Report               1

Balance Sheet                              2

Notes to Financial Statement               3 - 6

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Charthouse Suites Vacation Ownership, Inc.

We have audited the accompanying balance sheet of Charthouse Suites Vacation 
Ownership, Inc. (the Company) as of December 31, 1998.  This balance sheet is 
the responsibility of the Company's management.  Our responsibility is to 
express an opinion on this balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the balance sheet is free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the balance sheet.  An audit also 
includes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall balance sheet 
presentation.  We believe that our audit of the balance sheet provides a 
reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all 
material respects, the financial position of the Company at December 31, 1998, 
in conformity with generally accepted accounting principles.
VIRCHOW, KRAUSE & COMPANY, LLP

Waukesha, Wisconsin
March 18, 1999

CHARTHOUSE SUITES VACATION OWNERSHIP, INC.     

<TABLE>

BALANCE SHEET     

<S>                                             <C>

December 31, 1998     
     
                               ASSETS     

ASSETS     
Cash                                              320 
Prepaid expenses                               12,450 
Escrow deposits                                 5,680
     
TOTAL ASSETS                                   18,450 
     
LIABILITIES AND SHAREHOLDER'S EQUITY     
     
LIABILITIES     
Deferred revenue - unit maintenance             2,770
Deferred revenue - unit sales                   5,680 
Total Liabilities                               8,450 
     
SHAREHOLDER'S EQUITY     
Common stock, par value $.01 per share, 
authorized 10,000 shares, issued 100 shares         1 
Paid-in-capital                                99,999 
                                              100,000 
Less:  Stock subscription receivable           90,000 
Total Shareholder's Equity                     10,000
     
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY     18,450

See accompanying notes to financial statement.     

</TABLE>

CHARTHOUSE SUITES VACATION OWNERSHIP, INC.

NOTES TO FINANCIAL STATEMENT
December 31, 1998

NOTE 1 - NATURE OF BUSINESS AND OFFERING

Nature of Business

Charthouse Suites Vacation Ownership, Inc., a Florida Corporation (the 
Company) was formed on April 16, 1996, to facilitate the sale of interests 
(through an offering) to rent or use the Chart House Suites Hotel (the Hotel) 
located in Clearwater, Florida.  The Company intends to sell A, B, C, D, E, 
and F class interests (the Interests).  Purchasers of the Interests will have 
the right to use for two specific consecutive weeks of every spring, summer, 
fall and winter season until December 31, 2040, a hotel suite of a certain 
category in the Hotel.  Owners of the Interests do not acquire an ownership or 
equity interest in the Company, but pursuant to the Charthouse Suites 
Vacation 
Plan, will acquire a license right to utilize a suite in the Hotel.

Offering

The Company is offering for sale the following Interests:

Class of Interests     Number of Interests     Price Per Interest

A Interest                    36                     18,500
B Interest                    24                     21,500
C Interest                    36                     25,500
D Interest                    36                     36,500
E Interest                    12                     39,500
F Interest                     6                     60,000

Amounts received by the Company in connection with the sale of the license 
Interests will be recorded as income over the contractual life of the license 
agreement, using the straight-line method.  Assuming the maximum number of 
Interests are sold, the gross proceeds from the sale will be approximately 
$4,248,000 exclusive of offering expenses.  If fewer than 76 Interests are 
sold by October 1, 1999, the Company has an option to cancel the licenses and 
return the entire subscription amount, reduced by certain payments or benefits 
received, to investors.
Holders of Interests will be required to share in the annual maintenance and 
other related costs, expenses and reserves of providing the Hotel services and 
property and equipment for their respective unit weeks in the Hotel.  Holders 
will be assigned a proportionate share of such expenses based upon a defined 
formula pursuant to a Charthouse Suites Vacation License Plan with Decade 
Properties, Inc. (Decade, an affiliate of the Company) allocating fixed and 
variable costs to their respective class of Interests.

An investor may finance the purchase of an Interest through the Company by 
paying at least 30% of the subscription price and entering into subscription 
agreement for the remainder of the subscription price to be payable over a 
maximum of 360 monthly installments with increased licensing payments up to a 
maximum of 9% per year which have the effect of an interest charge on the 
amounts outstanding.

Under the Guaranteed Rental Agreement, developed as an incentive to early 
purchasers of Interests, the Company has guaranteed that investors purchasing 
Interests by September 30, 1999, will receive guaranteed rental payments, as 
defined, at varying rates, in exchange for the use of unit weeks of Hotel 
suites.  All rights exchanged for the use of the Hotel suites must be 
exercised no later than October 17, 2002.  Alternatively, investors purchasing 
interests by September 30, 1999, may elect to receive a cash discount ranging 
from 1.5% to 5% applicable to the subscription price (depending on the date an 
Interest is purchased) in lieu of the Guaranteed Rental Agreement.

NOTE 2 - SHAREHOLDER'S EQUITY

On April 16, 1996, the Company's sole shareholder entered into a subscription 
agreement to purchase 100 shares of the Company's common stock for $1,000 per 
share or an aggregate subscription price of $100,000.  As of December 31, 
1998, the sole shareholder had paid $10,000 of the subscribed amount.

NOTE 3 - TRANSACTIONS WITH RELATED PARTIES

Affiliates of the Company will provide management and consulting services to 
the Company including the rental services pursuant to agreements with the 
Hotel.

Decade will sell the Hotel to the Company (see Note 7) and be employed by the 
Company to provide property management services to the Hotel.  The Company has 
entered into a property management agreement with Decade whereby Decade will 
manage the Hotel until December 31, 2040, for a fee of $2,500 per month (such 
fee to increase by the CPI index increase on the first of each year beginning 
January 1, 1998) plus reimbursement of defined expenses.

Holders of the Interests may utilize the Company's rental services if they do 
not want to or cannot use one or more of their allotted weeks of each year.  
Decade will provide rental services for a fee equal to 5% of the rental 
revenue.  Interest holders may also seek to have Decade enter into individual 
property management agreements.

DPI Construction & Engineering Corp. ("DPIC&E"), an affiliate of the Company, 
is engaged in the general contracting business.  The Company may enter into 
agreements with DPIC&E whereby DPIC&E will provide services in connection with 
renovation and remodeling work on the Hotel.

Decade and affiliates will be reimbursed for the actual cost of goods and 
materials used by or for the Company, including the following general 
functions of the Company:  Company operations, Company accounting, investor 
communications, investor documentation, legal services, tax services, computer 
services, risk management, Company organizational and offering expenses, and 
any other related operational and administrative expenses necessary for the 
organization and operation of the Company.

NOTE 4 - OFFERING COSTS

As of December 1998, $271,166 of legal and accounting fees had been incurred 
by Decade related to the offering discussed in Note 1.  The Company has agreed 
to indemnify and reimburse Decade for such costs only if sufficient funds 
become available from the offering.  At that time, the Company will record 
such amounts in its financial statements.

NOTE 5 - INCOME TAXES

The Company is taxed on its income for federal and state income taxes under 
the laws of subsection "C" of the Internal Revenue Code.  No provision for 
income taxes was recorded as of December 31, 1998, and the company has not 
commenced operations.

NOTE 6 - USE OF ESTIMATES

The preparation of the financial statement in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amount reported in the financial statement and 
accompanying notes.  Actual results could differ from those estimates.

NOTE 7 - PRO FORMA ACQUISITION (UNAUDITED)

On June 30, 1997, the Company entered into an agreement to acquire the Hotel 
from Decade for approximately $1.8 million.  The purchase is contingent upon 
the offering achieving the sale of the 76 Interests.  Decade will provide 
financing for the whole purchase price of approximately $1.8 million through 
an unsecured demand note payable with interest only payable monthly at 8%.  
The following unaudited pro forma balance sheet as of December 31, 1998, 
reflects the acquisition of the Hotel from Decade that will occur subsequent 
to December 31, 1998, as if such transactions had occurred as of December 31, 
1998.  The pro forma presentation shows the possible scope of the change in 
the historical financial position caused by the transaction.

<TABLE>
                                                                                
                            Balance Sheet
                                            December 31, 1998
                                           (Unaudited)

<S>                      <C>            <C>          <C>
                                                                                
             Historical                   ProForma
                          Charthouse                   Charthouse
                            Suites                       Suites
                            Vacation                    Vacation
                           Ownership                   Ownership
                              Inc.      Acquisition         Inc.

ASSETS
Cash                           320              0          320
Prepaid expenses            12,450              0       12,450
Investment in real estate        0      1,811,900(A) 1,811,900  
Escrow deposits              5,680              0        5,680
TOTAL ASSETS                18,450      1,811,900    1,820,350

LIABILITIES AND SHAREHOLDERS' EQUITY

Note payable to affiliate        0      1,811,900    1,811,900
Deferred revenue-unit
  maintenance                2,770              0        2,770  
Deferred revenue-unit sales  5,680              0        5,680
Total Liabilities            8,450      1,811,900    1,820,350   

Common stock, par value $.01 per
share, authorized 10,000 shares,
issued 100 shares                1              0            1
Paid in capital             99,999              0       99,999 
                           100,000              0      100,000
Less: Stock subscription
 receivable                 90,000              0       90,000
Total Shareholders Equity   10,000              0       10,000

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY        18,450      1,811,900    1,830,350   

</TABLE>

(A) To reflect the acquisition of the Chart House Hotel and the financing 
provided from Decade Properties, Inc.

CHART HOUSE SUITES
Clearwater, Florida

STATEMENTS OF OPERATING REVENUES
AND CERTAIN EXPENSES
Including Independent Auditors' Report

December 31, 1998 and 1997

CHART HOUSE SUITES

TABLE OF CONTENTS
December 31, 1998 and 1997

Independent Auditors' Report                                 1

Statements of Operating Revenues and Certain Expenses        2

Note to Financial Statements                                 3

INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Decade Properties, Inc.
Brookfield, Wisconsin

We have audited the accompanying statements of operating revenues and certain 
expenses of Chart House Suites for the years ended December 31, 1998 and 
1997.  The financial statements are the responsibility of the Partnership's 
management.  Our responsibility to express an opinion on the accompanying 
statements of revenues and certain expenses based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audits to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the accompanying statements of operating revenues and certain 
expenses, presents fairly, in all material respects, the operating revenues 
and certain expenses, exclusive of those described in Note 1, of Chart House 
Suites for the years ended December 31, 1998 and 1997, in conformity with the 
basis of accounting described in Note 1 to the financial statements.

This report is intended solely for purposes of compliance with Form S-11, 
Registration Statement under the Securities Act of 1933, and Form 10-KSB 
Annual Report under the Securities Exchange Act of 1934, and should not be 
used for any other purposes.

VIRCHOW, KRAUSE & COMPANY, LLP 

Waukesha, Wisconsin
March 18, 1999

CHART HOUSE SUITES          

<TABLE>

STATEMENTS OF OPERATING REVENUES AND CERTAIN EXPENSES          

<S>                                     <C>              <C>
Years Ended December 31, 1998 and 1997          
          
                                         1998            1997 
OPERATING REVENUES          
Total rental income                     410,252        457,495
          
Other Income          
Telephone                                 2,858          7,628
Miscellaneous/other                       2,972          3,561
Sales tax income                            672            645 
Interest income                           2,839          5,101
Total Other Income                        9,341         16,935
Total Operating Revenues                419,593        474,430
          
CERTAIN EXPENSES          
Salaries          
Administration                            6,814          5,840
Housekeeping                             26,042         26,715
Manager on-site                          26,817         24,992
Operations - front desk                  28,013         30,547
Maintenance and grounds                  23,382         20,775
Payroll taxes (included above)              -0-            -0- 
Management fee                           20,838         23,466
Total Salaries                          131,906        132,335
          
Direct Expenses          
Insurance                                12,492         10,863
Maintenance services and supplies         7,743         10,271     Electric - 
units                         15,536         15,772     Propane 
gas                               3,502          4,386     Water and 
sewer                          10,624         13,401     Trash 
removal                             3,130          2,850     Cable 
television                          3,564          2,965     
Grounds                                   1,333          2,486     Sales and 
marketing                      15,112         23,012     
Telephone                                 8,070          8,273     Laundry and 
cleaning supplies            10,451          7,413     Real estate 
tax                          26,939         27,449     Miscellaneous 
administrative             18,608         23,978     Total Direct 
Expenses                   137,104        153,119     
Repair and Maintenance Expenses     
Roof                                        -0-            892 
Painting                                    170            953 
Furniture and equipment - interior       21,343         12,100
Pool maintenance                            695          1,185
Pavement                                  1,916          1,916
Other maintenance                         1,852            702 
Total Repair and Maintenance Expenses    25,976         17,748
          
Total  Certain Expenses                 294,986        303,202
          
EXCESS OF OPERATING REVENUES           
  OVER CERTAIN EXPENSES                 124,607        171,228

See independent auditors' report.     

</TABLE>

CHART HOUSE SUITES

NOTE TO FINANCIAL STATEMENTS
December 31, 1998 and 1997

NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Chart House Suites is a 25 unit hotel complex located in Clearwater, Florida.
 
Basis of Accounting
 
The accompanying statements of operating revenues and certain expenses reflect 
income and expenses that are directly attributable to the operations of the 
hotel complex, and that are not dependent upon a particular owner of the 
property.  The operating revenues and expenses of the related marina are not 
included in the accompanying statements of operating revenues and certain 
expenses.  As a result, certain expenses which are included in the accounting 
records of the property are not included in the accompanying financial 
statements.  These expenses are depreciation, amortization, mortgage 
interest, 
and certain office and administrative expenses.

Repairs and Maintenance

Ordinary maintenance and repairs are charged to operations when incurred, 
while expenditures which significantly increase asset lives or values are 
capitalized.

Use of Estimates

The preparation of the financial statement in conformity with general accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amount reported in the financial statement and accompanying 
notes.  Actual results could differ from those estimates.

Advertising Costs

The Company expenses costs of advertising at the time incurred.  Advertising 
expenses were $8,469 and $17,216 for the years ended December 31, 1998 and 
1997, respectively.