EXHIBIT 99.2

                            COMMERCE GROUP CORP.

                            6001 NORTH 91ST ST.

                         MILWAUKEE, WI 53225-1795

                                414-462-5310

                           FAX  414-462-5312

                     E-MAIL  info@commercgroupcorp.com

                     WEBSITE www.commercegroupcorp.com

                      AND/OR COMMERCE/SANSEB JOINT VENTURE (Joint Venture)

                      AND/OR HOMESPAN REALTY CO., INC. (Homespan)

                      AND/OR ECOMM GROUP INC. (Ecomm)

                      AND/OR SAN LUIS ESTATES, INC. (SLE)

                      AND/OR SAN SEBASTIAN GOLD MINES, INC. (Sanseb)

                      AND/OR UNIVERSAL DEVELOPERS, INC. (UDI)

                      ALL LOCATED AT THE SAME ADDRESS

March 29, 2010

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

903 West Green Tree Road

River Hills, Wisconsin  53217

Dear Mrs. Machulak:

At today's Commerce Group Corp. (Commerce) Directors' meeting, the

Directors were informed about the annual confirmation, disclosure and

status letter that you requested from Commerce, its subsidiaries, its

affiliates, and the Joint Venture, and to establish and confirm the

amount due and the collateral pledged along with any other Commerce

obligations or agreements made to Edward L. Machulak (ELM and/or Lender)

as an individual and not as a Director or Officer of Commerce or its

subsidiaries or as the authorized designee of the Joint Venture as of

Commerce's fiscal year ended March 31, 2010.  Today, Commerce's

Directors, by unanimous consent, approved, ratified and confirmed the

contents of this letter and authorized me to submit its understanding of

your status with Commerce, which is as follows:

1.   Promissory Notes and Other Obligations

     a.  An open-ended, secured, on-demand promissory note (Note) dated

         October 1, 1989 in which all of the prior promissory notes were

         consolidated into this single Note amounted to $490,217.19 as of

         that date.  All future advances and interest, not paid, are

         added to this Note, and payments to ELM reduce the amount owed.

         This Note, together with cash and other advances and interest as

         of March 31, 2010, amounts to $18,413,742.37.  Commerce has

         renewed this promissory note as of March 31, 2010 and a copy is

         attached (Exhibit A).  A schedule including all of the

         transactions pertaining to the activities relating to this Note

         during the fiscal year ended March 31, 2010 is also attached

         (Exhibit A-1).  This Note bears interest, payable monthly, at

         the rate of 2% over the prime rate established from time to time

         by the First National Bank of Chicago, Chicago, Illinois, (then

         Bank One; now the prime rate published in the Wall Street

         Journal), but not less than 16% per annum.

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 2 of 15 Pages

         Commerce is no longer issuing monthly notes for the payment of

         interest, etc., but pursuant to our understanding, Commerce is

         augmenting all additions and advances made by ELM, and it will

         deduct any payments or credits made by Commerce to the current

         open-ended, secured, on-demand, outstanding promissory note(s)

         issued or obligations owed to ELM and Commerce will provide an

         annual accounting and confirmation letter.

         On May 9, 2005, Commerce's Directors authorized its Officers to

         issue renewed annual note(s) (Exhibit B of the May 9, 2005

         confirmation letter) so that the Lender will have a current

         substituted dated debt instrument.  The Directors acknowledged

         that the issuance of note(s) for each transaction are too

         cumbersome and are not practicable to manage.  Also, the length

         of time involved and the number of transactions make it

         impractical to devote the time and effort to issue a note for

         each transaction.  However, beginning with this fiscal year

         which ended March 31, 2007, the Directors are including the

         following as Lender(s):  John E. Machulak and Susan R.

         Robertson, husband and wife (M&R), the Machulak, Robertson &

         Sodos, S.C. Law Firm (Law Firm), Circular Marketing, Inc. (CMI)

         and Edward A. Machulak as an individual (EAM).  Therefore, the

         Directors have unanimously agreed to continue to embrace this

         resolution, which was adopted on May 9, 2005:

              WHEREAS, in the past 20 years or more the following

         parties: General Lumber & Supply Co., Inc. (GLSCO); Edward L.

         Machulak  as an individual and not as a Director or Officer of

         Commerce (ELM); the Edward L. Machulak Rollover Individual

         Retirement Account (ELM RIRA), the Sylvia Machulak Rollover

         Individual Retirement Account (SM RIRA), and Sylvia Machulak, as

         a consultant and as an individual (SM), hereafter collectively

         and individually identified as the Lender(s), have accounted for

         advancing cash funds, earning accrued interest, and for

         appropriate credit which was reconciled to the open-ended,

         secured, on-demand notes(s); and

              WHEREAS, the Directors desire to minimize the record

         keeping in these transactions without jeopardizing, diminishing,

         altering, changing or losing any rights that the Lenders have by

         changing the procedures in handling the recording of any

         notes(s) issued or to be issued; and

              WHEREAS, in order to provide an easier accounting facility

         by renewing the notes(s) on an annual basis to coincide with the

         Company's fiscal year (which presently ends on March 31) and to

         incorporate said renewed note(s) with the annual confirmation

         agreement(s); and

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 3 of 15 Pages

            WHEREAS, prior to the change to issue substituted renewed

         note(s), the initial promissory note(s) were considered to be

         open-ended, secured, on-demand and the additions and deductions

         were recognized by separate accounting records; therefore, be it

                   RESOLVED, That the Directors authorize and empower the

              Officers to substitute and issue renewed consolidated

              promissory note(s) at the end of each fiscal year beginning

              with the Company's fiscal year ended March 31, 2005 to the

              following: General Lumber & Supply Co., Inc. (GLSCO);

              Edward L. Machulak  as an individual and not as a Director

              or Officer of Commerce (ELM); the Edward L.  Machulak

              Rollover Individual Retirement Account (ELM RIRA), the

              Sylvia Machulak Rollover Individual Retirement Account (SM

              RIRA), and Sylvia Machulak, as a consultant and as an

              individual (SM), hereafter collectively and individually

              identified as the Lender(s); and

                   BE IT FURTHER RESOLVED, That the Officers of the

              Company are authorized and empowered to assure the

              Lender(s) that by substituting and consolidating the

              existing note(s) and issuing the renewed note(s) on the

              last day of the Company's fiscal year beginning with March

              31, 2005 with the understanding that the intention is that

              the Lender(s) will not jeopardize, lose, diminish, risk,

              alter or change any rights, including the pledge of

              collateral, that are inherent with the initial note(s) by

              the issuance of annual renewed open-ended, secured,

              on-demand promissory note(s); and

                   BE IT FURTHER RESOLVED, That the Directors acknowledge

              that the only purpose of the change and substitution to

              issue annual renewed notes(s) is for the convenience,

              reduced accounting and reducing the paperwork involved; and

                   BE IT FURTHER RESOLVED, That the Officers are

              authorized and empowered to perform any act that they deem

              necessary to accommodate the purpose of issuing annual

              renewed note(s).

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 4 of 15 Pages

          As of March 31, 2010, the following parties are collectively

          and individually identified as the Lender(s): General Lumber &

          Supply Co., Inc. (GLSCO); Edward L. Machulak  as an individual

          and not as a Director or Officer of Commerce (ELM); the Edward

          L.  Machulak Rollover Individual Retirement Account (ELM RIRA),

          the Sylvia Machulak Rollover Individual Retirement Account (SM

          RIRA), Sylvia Machulak, as a consultant and as an individual

          (SM), John E.  Machulak and Susan R. Robertson, husband and

          wife (M&R), the Machulak, Robertson & Sodos, S.C. Law Firm (Law

          Firm), Circular Marketing, Inc. (CMI) and Edward A. Machulak as

          an individual (EAM).

     b.   Salaries, vacation pay

          In addition to the promissory note, Commerce owes ELM the

          following for accrued salaries and vacation:

                    Period               Years  Annual Salary    Total

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

        April 1, 1981 - March 31, 1992   11.00      67,740    $  745,140

        April 1, 1992 - Sept. 30, 1996    4.50    $114,750       516,375

        Oct. 1, 1996 - October 31, 2007  11.08    $165,000     1,828,750

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

          Balance                        26.58                $3,090,265

              Vacation Pay              Months     Payment

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

        April 1981 - October 31, 2007    26.58    $ 13,750       365,521

                                                              ----------

          Total Due                                           $3,455,786

          At Commerce's Annual Board of Directors' Meeting held on

          October 19, 2001, the Directors adopted a resolution to

          compensate ELM for vacation pay based on one month for each

          year of service beginning on April 1, 1981, and also the

          following resolution, which in part states:

               "BE IT FURTHER RESOLVED, That the Directors agreed that on

          the day the compensation will be paid to Edward L. Machulak, an

          adjustment will be made to compensate him for the loss of the

          dollar purchasing value caused by inflation and other economic

          factors;"

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 5 of 15 Pages

     c.   ELM Bonus agreement

          On February 16, 1987, by a Consent Resolution of all of the

          Directors, ELM was awarded as a bonus compensation, the

          following:  for a period of 20 years, commencing the first day

          of the month following the month in which Commerce begins to

          produce gold from its El Salvadoran gold mining operations,

          Commerce will pay annually to ELM, 2% of the pre-tax profits

          earned from these operations.  Reference is made to Exhibit 11

          included in the April 9, 1990 confirmation letter.

     d.   Share loans

          To infuse funds into Commerce, Commerce from time to time

          borrowed ELM's free trading common shares of Commerce and ELM

          sold these shares as designee for Commerce's benefit with

          Commerce receiving all of the proceeds.  For these share loans,

          Commerce has agreed to pay ELM interest at the rate of prime

          plus 3%, payable monthly with payment by issuing Commerce's

          restricted common shares based on these borrowed shares.

          Interest is also due and payable monthly with Commerce's

          restricted common shares for the shares pledged by ELM as

          collateral to others, all for the Company's best interest and

          benefit.  All share loans and interest are to be paid annually

          on or before March 31 of each of Commerce's fiscal years.  An

          accounting of the Commerce common shares due and/or paid to ELM

          as of March 31, 2010, pursuant to a series of

          Director-approved, open-ended, on-demand loan and promissory

          note agreements by and between Commerce and ELM dated April 1,

          1990, May 17, 1989, October 14, 1988 and June 20, 1988, and for

          certain continuous loans and/or pledges of ELM's securities

          that have taken place and continued to occur during the fiscal

          year ended March 31, 2010 is as follows:

          1.  Share loans                                           None

          2.  Interest shares due on shares pledged

              to banks for an open line of credit                   None

          3.  Interest shares due on shares sold for

              the benefit of Commerce                               None

              Total Commerce restricted common shares

              paid and issued for the fiscal period

              ended March 31, 2010 to ELM                           None

     e.   Open ended loan agreements

          Reference is made to four Director-approved, open-ended loan

          agreements dated June 20, 1988, October 14, 1988, May 17, 1989

          (Exhibits B, C and D of the April 12, 1993, confirmation

          letter) and April 1, 1990 (Exhibit 2 of the April 9, 1990

          confirmation letter).

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 6 of 15 Pages

     f.   Misanse share ownership disclosure

          On October 23, 1993, in order to comply with the El Salvador

          Government's minimum capital requirements, the shareholders of

          Mineral San Sebastian S.A. de C.V. (Misanse) voted to increase

          Misanse's capitalization from 119,500 colones to 260,000

          colones.  This was accomplished via a shareholders' rights

          offering on the basis of purchasing one share for each share

          owned with the rights expiring on December 10, 1993.  According

          to Misanse's by-laws, the rights not exercised would be offered

          proportionately to the shareholders who did exercise their

          rights.

          In addition to the rights offering, the Misanse

          shareholders authorized the sale of 210 additional common

          shares to the following:  ten shares to each of the four

          officers/directors (40 shares), five shares to each of the

          remaining six directors (30 shares), three shares to each of

          the ten supplemental directors (30 shares), (the President and

          the Secretary of the Company, who are directors of Misanse, had

          the right and they purchased ten and three shares

          respectively), and 110 shares were sold  to the Company over

          and above the amount of shares it was entitled to by the rights

          offering so that it would retain its 52% ownership after the

          issuance of the shares under the rights offering.  When the

          Company obtained the concession in 1987, it agreed with the El

          Salvador Ministry of Economy's office not to increase its 52%

          ownership of Misanse.  Therefore, after the rights offering,

          the Company owned approximately 52%.

          On the closing date of December 10, 1993 of this rights

          offering, there were 264 shares that were not subscribed and

          purchased.  The Company would have been entitled to purchase

          137 shares (264 x 52%).  However, the Company had been

          prohibited to purchase these shares as it would have exceeded

          its 52% ownership of Misanse shares.  The 137 shares were

          acquired by ELM with prior approval of Commerce's directors.  

          He acquired an additional four shares by virtue of his

          proportionate ownership in the remaining unsold shares.  A

          Misanse Director-approved drawing was held to sell the

          unsubscribed shares.  In order to close the sales, 52 shares

          were purchased by ELM which he agreed in writing to hold these

          shares in escrow for a period of one year for the purpose of

          providing certain named El Salvador Misanse shareholders time

          to obtain funds to purchase these shares at his cost.  None

          were purchased by the Misanse shareholders.

          During June 1995, ELM personally purchased an additional 264

          Misanse common shares from a Misanse shareholder in an

          arms-length transaction.  Therefore ELM presently owns a total

          of 467 Misanse common shares or approximately 17.96% of the

          total 2,600 Misanse common shares issued and outstanding.

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 7 of 15 Pages

2.   Collateral Pledged

     The collateral specifically pledged to ELM or as otherwise noted is

     as follows:

     a.   A Collateral Pledge Agreement dated October 14, 1981 granted to

          ELM by Commerce pledging the following collateral:  2,002,037

          shares of Sanseb common stock, par value $0.10 per share and

          1,346 shares of Mineral San Sebastian, S.A. de C.V. common

          stock, par value one hundred colones ($11.43) per share.  The

          shares pledged are as follows:  the 618 shares originally owned

          by Commerce, and the 618 shares plus 110 shares purchased from

          the October 23, 1993 Misanse rights offering.  Reference is

          made to Exhibit 4 included in the April 9, 1990 confirmation

          letter.

     b.   A Collateral Pledge Agreement dated February 24, 1983, by

          Commerce, SLE and UDI collectively and individually, pledging

          the following collateral:

          300 shares of no par value common shares of Homespan (formerly

          known as Trade Realty Co., Inc.), Certificate No. 7 dated

          January 21, 1974, being 100% of its issued and outstanding

          shares.  Homespan and Commerce agree that no additional shares

          of Homespan will be issued as long as there are any obligations

          due to ELM; 1,800 shares of no par value (UDI) capital stock

          Certificate No. 17 dated September 15, 1972, representing 100%

          of the shares issued and outstanding.  UDI and Commerce agree

          that no additional shares of UDI will be issued as long as

          there are any outstanding obligations due to ELM.  Reference is

          made to Exhibit 5 included in the April 9, 1990 confirmation

          letter.

     c.   Collateral Pledge Agreement dated July 13, 1983 granted to

          General Lumber & Supply Co., Inc. (GLSCO) and ELM by Commerce,

          SLE, and Ecomm, individually and collectively, pledging the

          following collateral:

          One voting membership certificate of San Luis Valley Irrigation

          Well Owners, Inc., Membership Certificate No. 871, dated

          November 27, 1979; Certificate No. 312, Membership No. 871,

          consisting of .001447 units of Augmentation Plan Number One of

          San Luis Valley Irrigation Well Owners, Inc. dated February 8,

          1980;

          100 common shares of $0.10 par value, Piccadilly (now Ecomm),

          Certificate No. 1, dated July 23, 1974.  Ecomm and Commerce

          agree that no additional shares of Ecomm will be issued as long

          as there are any outstanding obligations due to ELM. Reference

          is made to Exhibit 6 included in the April 9, 1990 confirmation

          letter.

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 8 of 15 Pages

     d.   Commerce/Sanseb Joint Venture (Joint Venture)

          Commerce and Sanseb agree that ELM (the other Lenders were

          included later) has as collateral, the assignment and pledge of

          all of their rights, titles, claims, remedies, and interest

          whatsoever in the Joint Venture which was formed on September

          22, 1987.  In the event of default, whatever interest Commerce

          and Sanseb have in the Joint Venture will be transferred to ELM

          and it will include whatever assets are owned by the Joint

          Venture, including, but not limited to the precious metal ore

          reserves.  Reference is made to Exhibit C included in the April

          8, 1991 confirmation letter.

     e.   Uniform Commercial Code Filing - all other specific assets

          ELM's interest with GLSCO in filing financing statements under

          the Uniform Commercial Code by an assignment and pledge of all

          corporate assets, such as but not limited to the property of

          Commerce, Joint Venture, SLE, and Homespan, wherever located,

          now owned or hereafter acquired is as follows:  all accounts,

          all land contract receivables, contract rights, instruments and

          chattel paper; all inventory and all documents relating to

          inventory, including all goods held for sale, lease or

          demonstration, to be furnished under contracts of service, and

          raw materials, work in process and materials and supplies used

          or consumed in the business of Commerce, the Joint Venture,

          SLE, and Homespan; all office furniture, fixtures and all other

          equipment; all general intangibles, all stock and securities of

          any kind, and all rights, titles and interest in the Commerce

          Group Corp./San Sebastian Gold Mines, Inc. Joint Venture, and

          all additions and accessions to, all spare and repair parts,

          special tools, equipment and replacements for all returned or

          repossessed goods the sale or lease of which gave rise to, and

          all proceeds and products of the foregoing.  Reference is made

          to the Wisconsin Department of Financial Institutions Uniform

          Commercial Code filing, Exhibit 10, included in the April 9,

          1990 confirmation letter, the renewed UCC-1 filing on December

          23, 1996, Exhibit B, included in the April 14, 1997

          confirmation letter, and the UCC-4 continuation filing on June

          27, 2001 at 8:55 a.m., Filing #02078155 (Exhibit B of the May

          13, 2002 confirmation letter).  A UCC Financing Statement was

          electronically filed with the Wisconsin Department of Financial

          Institutions on January 5, 2007 (Filing #070000277016).

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 9 of 15 Pages

          

     f.   Acknowledgement of previously recorded collateral provided to

          the Lenders

          Historical information - San Sebastian Gold Mine Concession

          GLSCO, ELM, ELM RIRA, SM RIRA, and SM collectively and

          individually identified as the Lender(s), have been assigned on

          October 19, 1987, all of the rights, titles, claims, remedies

          and interest in the Joint Venture, and to the mine concession

          granted by the Government of El Salvador to Mineral San

          Sebastian, S.A. de C.V (Misanse) on July 23, 1987, and

          thereafter from time to time amended, and which Misanse then

          assigned to the Joint Venture on September 22, 1987.  This

          collateral specifically includes, but is not limited to, all of

          the San Sebastian Gold Mine (SSGM) precious metal ore reserves.  

          Commerce and the Joint Venture have the right to assign this

          and any subsequent concession agreement.  Reference is made to

          Exhibit 9 included in the April 9, 1990 confirmation letter.

          The following collateral has been previously assigned to the

          Lenders pursuant to resolutions adopted by the Directors:

          (1) Commerce/Sanseb Joint Venture (Joint Venture)

              Both Commerce and San Sebastian Gold Mines, Inc. have

              assigned all of the rights, title, claims, remedies and

              interest that each has in the Joint Venture to the Lenders.

              Reference is made to Historical information - San Sebastian

              Gold Mine Concession.

          (2) New SSGM Exploration Concession/License (New SSGM) -

              approximately 40.7694 square kilometers (10,070 acres)

              Government of El Salvador Resolution No. 27.

              On October 20, 2002, the Company applied for the New SSGM,

              which covers an area of 42 square kilometers and includes

              approximately 1.2306 square kilometers of the Renewed SSGM.

              The New SSGM is in the jurisdiction of the City of Santa

              Rosa de Lima in the Department of La Union and in the Nueva

              Esparta in the Department of Morazan, Republic of El

              Salvador, Central America.  On February 24, 2003, the El

              Salvador Department of Hydrocarbons and Mines (DHM) issued

              the New SSGM for a period of four years starting from the

              date following the notification of this resolution which

              was received on March 3, 2003.  The New SSGM may be

              extended for two two-year periods, or for a total of eight

              years.  Besides the San Sebastian Gold Mine,  three other

              formerly operative gold

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 10 of 15 Pages

              and silver mines known as the La Lola Mine, the Santa Lucia

              Mine, and the Tabanco Mine are included in the New SSGM.

              The Company has complied as required by filing its annual

              activity report and it paid the annual surface tax.  This

              concession had been assigned collectively to all of the

              Lenders named herein on May 12, 2003 and the assignment was

              included in the May 12, 2003 confirmation agreement as

              Exhibit B.

          (3) Lease agreement by and between Mineral San Sebastian

              Sociedad Anomina de Capital Variable (Misanse) and Commerce

              dated January 14, 2003

              The term of this lease agreement coincides with the term of

              the Renewed San Sebastian Gold Mine Exploitation Concession

              and consists of 1,470 acres owned by Misanse.  This lease

              agreement has been assigned to all of the Lenders named

              herein on May 12, 2003 and the assignment was included in

              the May 12, 2003 confirmation agreement as Exhibit B.

          (4) Renewed San Sebastian Gold Mine Exploitation

              Concession/License (Renewed SSGM) - approximately 1.2306

              square kilometers (304 acres), Department of La Union, El

              Salvador, Central America (pledged and assigned as

              collateral on May 10, 2004) Government of El Salvador

              Agreement No. 591.

              On September 6, 2002, at a meeting held with the El

              Salvadoran Minister of Economy and the DHM, it was agreed

              to submit an application for the Renewed SSGM for a 30-year

              term and to simultaneously cancel the concession obtained

              on July 23, 1987.  On September 26, 2002, the Company filed

              this application.  On February 28, 2003 (received March 3,

              2003) the DHM admitted to the receipt of the application

              and the Company proceeded to file public notices as

              required by Article 40 of the El Salvadoran Mining Law and

              its Reform (MLIR).  On April 16, 2003, the Company's El

              Salvadoran legal counsel filed with the DHM notice that it

              believed that it complied with the requirements of Article

              40, and that there were no objections; and requested that

              the DHM make its inspection as required by MLIR Article 42.

              The Company then provided a bond which was required by the

              DHM to protect third parties against any damage caused from

              the mining operations, and it simultaneously paid the

              annual surface tax.  On August 29, 2003 the Office of the

              Ministry of Economy formally presented the Company with the

              twenty-year Renewed SSGM which was dated August 18, 2003.

              This Renewed SSGM replaces the collateral that the same

              parties held with the previous concession.  On May 20, 2004

              (delivered June 4, 2004) the Government of El Salvador,

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 11 of 15 Pages

              under their Agreement Number 591, extended the exploitation

              concession for a period of 30 years.  A copy of the

              assignment dated May 10, 2004, is attached to the May 10,

              2004 confirmation letter as Exhibit B and the Renewed SSGM

              agreement is attached to Exhibit B and referred to as

              Exhibit 1.

          (5) San Cristobal Mill and Plant (SCMP) three-year lease by and

              between Commerce and Corporacion Salvadorena de Inversiones

              (Corsain), an El Salvadoran governmental agency, executed

              on Monday, April 26, 2004, retroactive to November 13,

              2003.  Pledged and assigned as collateral on May 10, 2004.

              The renewed three-year SCMP lease for the property located

              near the City of El Divisadero was finalized and executed

              on Monday, April 26, 2004, and is retroactive to November

              13, 2003.  This May 10, 2004 assignment is included in the

              May 10, 2004 confirmation letter as Exhibit B and the lease

              agreement is attached to Exhibit B and referred to as

              Exhibit 2.

              On March 25, 2008 a nineteen-month lease retroactive to

              November 12, 2006 was executed by and between Corsain and

              Commerce.  The lease was renewed on June 12, 2008 for a

              six-month period to expire on December 11, 2008 with an

              option to subsequently renew it for additional three-month

              periods.  The Company chose to exercise this option and

              renewed the lease until it was terminated in October of

              2009.  Reference is made to Exhibit 10.16 of Commerce's

              Form 10-K for its fiscal year ended March 31, 2008 for a

              copy of this lease.

          (6) Nueva Esparta Exploration Concession/License (Nueva

              Esparta) - 45 square kilometers (11,115 acres) Resolution

              No.  271; Pledged and assigned as collateral on May 9, 2005

              On or about October 20, 2002, the Company filed an

              application with the DHM for the Nueva Esparta Exploration

              Concession/License which consists of 45 square kilometers

              and is located north and adjacent to the New SSGM.  On May

              25, 2004 the Government of El Salvador, under their

              Resolution No. 271, issued the Nueva Esparta Exploration

              Concession/License for a period of four years starting from

              the date following the notification of this resolution

              which was received on June 4, 2004.  This

              concession/license may be extended for two two-year periods

              or for a total of eight years.  This rectangular area is in

              the Departments of La Union (east) and Morazan (west) and

              in the jurisdiction of the City of Santa Rosa de Lima, El

              Salvador, Central America.  Included in the Nueva

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 12 of 15 Pages

              Esparta are eight other formerly operated gold and silver

              mines known as:  the Banadero Mine, the Carrizal Mine, the

              Copetillo Mine, the Grande Mine, the La Joya Mine, the Las

              Pinas Mine, the Montemayor Mine, and the Oro Mine.  A copy

              of the assignment dated May 9, 2005 was attached to the May

              9, 2005 confirmation letter as Exhibit C and the Nueva

              Esparta Exploration Concession was attached to Exhibit C

              and referred to as Exhibit 1.

          (7) Acknowledgment of collateral provided through March 31, 2010

              Commerce's Directors have on March 29, 2010 authorized and

              directed Commerce's Officers to assign all of the rights,

              titles, claims, remedies and interest in all of its assets

              that it has including any assets owned by the Joint

              Venture, to GLSCO, ELM, the ELM RIRA, the SM RIRA, SM, and

              from March 31, 2007 to include M&R, the Law Firm, CMI and

              EAM, collectively and individually referred to as Lenders,

              as additional collateral for all of the outstanding loans

              and obligations as of March 31, 2010, including all future

              advances of any kind.

3.   Cross Pledge Collateral Agreement

     GLSCO, ELM, the ELM RIRA, the SM RIRA and SM individually are

     entitled to specific collateral that has been pledged to them by

     Commerce, its subsidiaries, affiliates and the Joint Venture.  Upon

     default by Commerce, or its subsidiaries or affiliates or the Joint

     Venture, then GLSCO, ELM, the ELM RIRA, the SM RIRA and SM have the

     first right to the proceeds from the specific collateral pledged to

     each of them.  Commerce, its subsidiaries, affiliates, and the Joint

     Venture also have cross-pledged the collateral without diminishing

     the rights of the specific collateral pledged to each of the

     following:  GLSCO, ELM, the ELM RIRA, the SM RIRA and SM.  The

     purpose and the intent of the cross pledge of collateral is to

     assure GLSCO, ELM, the ELM RIRA, the SM RIRA, and SM, that each of

     them would be paid in full; thus, any excess collateral that would

     be available is for the purpose of satisfying any debts and

     obligations due to each of the named parties.  The formula to be

     used (after deducting the payments made from the specific

     collateral) is to total all of the debts due to GLSCO, ELM, the ELM

     RIRA, the SM RIRA, SM and from March 31, 2007 to include M&R, the

     Law Firm, CMI and EAM, and then to divide this total debt into each

     individual debt to establish each individual's percentage of the

     outstanding debt due.  This percentage then will be multiplied by

     the total of the excess collateral to determine the amount of

     proceeds each party should receive from the excess collateral.  Then

     the amount due to each of them would be distributed accordingly.

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 13 of 15 Pages

4.   Cancellation of Inter-Company Debts Upon Default

     Since certain of the collateral specifically or collectively pledged

     to GLSCO, ELM, the ELM RIRA, the SM RIRA and SM consists of the

     common stock of Homespan, Ecomm, Sanseb, SLE, Misanse, UDI and the

     interest in the ownership of the Joint Venture, Commerce agreed,

     upon default of the payment of principal or interest to any of the

     individual Lender(s) mentioned herein, that it will automatically

     cancel any inter-company debts owed to Commerce by any of its

     wholly-owned subsidiaries or affiliates or the Joint Venture at such

     time as any of the stock or Joint Venture ownership is transferred

     to the collateral holders as a result of default of any promissory

     note.

5.   Guarantors

     This agreement further confirms that Commerce and all of the

     following are guarantors to the obligations due to ELM and to the

     loans made by ELM to Commerce:  Joint Venture, Homespan, Ecomm, SLE,

     Sanseb and UDI.  They jointly and severally guarantee payment of the

     note(s) that they caused to be issued and also agree that these

     note(s) may be accelerated in accordance with the provisions

     contained in the agreement and/or any collateral or mortgages

     securing these notes.  Also, Commerce, all of its subsidiaries and

     the Joint Venture agree to the cross pledge of collateral for the

     benefit of GLSCO, ELM, the ELM RIRA, the SM RIRA, SM, and from March

     31, 2007 to include M&R, the Law Firm, CMI and EAM.  Reference is

     made to Exhibit 12 included in the April 9, 1990 confirmation

     letter.

6.   Re-Execution Agreement(s)

     In the event ELM deems that it is necessary or advisable for him to

     have Commerce re-execute any document(s) entered into, including,

     but not limited to the promissory note(s) or collateral

     agreement(s), Commerce will re-execute such document(s) reasonably

     required by ELM.  Commerce also acknowledges that Commerce may be

     liable to pay certain costs related to any of the transactions

     entered into with ELM.  If at a later date ELM determines that an

     error has been made in the payment of such costs to him then he may

     demand payment and Commerce does hereby agree to make such payment

     forthwith.  All requests for corrections of any errors and/or

     payment of costs shall be complied with by Commerce within seven (7)

     days of ELM's written request.   The failure of Commerce to comply

     with Commerce's obligation(s) hereunder shall constitute a default

     and shall entitle ELM to the remedies available for default under

     any provisions of the agreements including, but not limited to the

     promissory note(s) and/or the collateral pledge agreement(s) and/or

     any other Commerce obligation(s).

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 14 of 15 Pages

7.   Omissions

     Commerce believes that it has included all of its obligations,

     monies due and has listed all of the collateral due to ELM, however,

     since these transactions have taken place over  a long period of

     time in which changes could have taken place, it is possible that

     inadvertently some item(s), particularly collateral, could have been

     omitted.  If that should prove to be a fact, then Commerce, the

     Joint Venture, Homespan, Ecomm, SLE, Sanseb, and UDI agree that

     those omissions of collateral, if any, are meant to be included as

     collateral under this confirmation agreement.

8.   Real Estate Ownership Adjacent to San Sebastian Gold Mine, Inc. (SSGM)

     Commerce acknowledges that ELM personally owns the real estate he

     purchased in January of 1988 which is adjacent to and bordering the

     north boundary line of the SSGM located in the Republic of El

     Salvador, Central America, and that Comseb was performing certain

     exploration and exploitation on this property.  These costs are to

     be payable by an offset to the amounts due to ELM.  Commerce also

     agrees to sell, assign and transfer at no cost to ELM, the

     exploration concession rights included in the New SSGM Exploration

     Concession/License rights granted by the GOES under Resolution No.

     27 dated February 24, 2003 (delivered March 3, 2003) and the

     exploitation rights granted by the GOES under Agreement No. 591

     dated May 20, 2004 (delivered June 4, 2004) pertaining to this

     parcel of land.  (Reference is made to Exhibit B, "Concesion de

     Exploracio El Paraiso" - plat map that identifies the ELM (Macay)

     "92.13 Hectareas," (more or less) in the April 13, 1998 confirmation

     letter).

If you are in agreement with the contents of this letter, please sign

below and return one copy to Commerce.

Very truly yours,

COMMERCE GROUP CORP.

/s/ Christine M. Wolski

Christine M. Wolski

Secretary

<PAGE>

Mrs. Sylvia Machulak, Widow,

on behalf of Edward L. Machulak, deceased

March 29, 2010

Page 15 of 15 Pages

The contents of this letter are agreed by the following:

COMMERCE/SANSEB JOINT VENTURE             HOMESPAN REALTY COMPANY, INC.

as Guarantor (Joint Venture)              as Guarantor (Homespan)

/s/ Edward A. Machulak                    /s/ Edward A. Machulak

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

By:  Edward A. Machulak, Auth. Designee   By:  Edward A. Machulak, President

ECOMM GROUP INC.                          SAN LUIS ESTATES, INC.

as Guarantor (Ecomm)                      as Guarantor (SLE)

/s/ Edward A. Machulak                    /s/ Edward A. Machulak

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

By:  Edward A. Machulak, President        By:  Edward A. Machulak, President

SAN SEBASTIAN GOLD MINES, INC.            UNIVERSAL DEVELOPERS, INC.

as Guarantor (Sanseb)                     as Guarantor (UDI)

/s/ Edward A. Machulak                    /s/ Edward A. Machulak

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

By:  Edward A. Machulak, President        By:  Edward A. Machulak, President

Accepted by:

/s/ Sylvia Machulak

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

Sylvia Machulak, Widow,

on behalf of Edward L. Machulak (deceased),

as an Individual and not as a Director or

Officer of any of the

Corporations mentioned in this letter.

Date:  March 29, 2010

<PAGE>

                           EXHIBIT A TO EXHIBIT 99.2

                            RENEWED PROMISSORY NOTE

Borrower: Commerce Group Corp.           Lender:  Edward L. Machulak

          6001 North 91st Street                  903 West Green Tree Rd.

          Milwaukee, WI  53225                    Milwaukee, WI  53217

Principal Amount:          $18,413,742.37

Initial Rate:              2.000% + prime rate, but not less than 16.000%

Date of Renewed Note:      March 31, 2010

PROMISE TO PAY.  COMMERCE GROUP CORP. ("Borrower") promises to pay to

EDWARD L. MACHULAK ("Lender"), or order, in lawful money of the United

States of America, the principal amount of Eighteen Million Four Hundred

Thirteen Thousand Seven Hundred Forty Two and 37/100 Dollars

($18,413,742.37), together with interest, paid monthly, on the unpaid

principal balance from March 31, 2010, until paid in full.

PAYMENT.  This is an open-ended, secured, on-demand payment, renewed

promissory note.  Interest is to be paid monthly.  The Lender, at its

discretion, can add the monthly interest due to the principal balance.

Unless otherwise agreed or required by applicable law, payments will be

applied first to any accrued unpaid interest; and then to principal.  The

annual interest rate for this Note is computed on a 365/360 basis; that

is, by applying the ratio of the annual interest rate over a year of 360

days, multiplied by the outstanding principal balance, multiplied by the

actual number of days the principal balance is outstanding and the

interest is payable monthly.  Borrower will pay Lender at Lender's

address shown above or at such other place as Lender may designate in

writing.

VARIABLE INTEREST RATE.  The interest rate on this Note is subject to

change from time to time based on changes in the prime rate as quoted in

the Wall Street Journal plus two percent, but not less than sixteen

percent per annum.  Borrower understands that Lender may make loans to

the Borrower based on other rates as well.  The prime rate as of this

date is 3.250% per annum.  The interest rate to be applied to the unpaid

principal balance of this Note will be at a rate of 2.000 percentage

points over the prime rate, but not less than 16.000% per annum.  NOTICE:  

Under no circumstances will the interest rate on this Note be less than

16.000% per annum or more than the maximum rate allowed by applicable

law.

PREPAYMENT.  Borrower may pay without penalty all or a portion of the

amount owed earlier than it is due.  Early payments will not, unless

agreed to by Lender in writing, relieve Borrower of Borrower's obligation

to pay on demand, the entire amount due.  Rather, any payment will reduce

the principal balance due.  Borrower agrees not to send Lender payments

marked "paid in full," "without recourse," or similar language.  If

Borrower sends such a payment, Lender may accept it without losing any of

Lender's rights under this Note, and Borrower will remain obligated to

pay any further amount owed to Lender.

INTEREST AFTER DEFAULT.  Upon default, including failure to pay on

demand, Lender, at its option, may, if permitted under applicable law,

increase the variable interest rate on this Note to 6.000 percentage

points over the prime rate or over the 16.000% rate, whichever is higher.  

The interest rate will not exceed the maximum rate permitted by

applicable law.

DEFAULT.  Each of the following shall constitute an event of default

("Event of Default") under this Note:

     Payment Default.  Borrower fails to make any payment when demand is

     made under this Note.

     Other Defaults.  Borrower fails to comply with or to perform any

     other term, obligation, covenant or condition contained in this Note

     or in any of the related documents or to comply with or to perform

     any term, obligation, covenant or condition contained in any other

     agreement between Lender and Borrower.

<PAGE>

     Default in Favor of Third Parties.  Borrower or any Grantor defaults

     under any loan, extension of credit, security agreement, purchase or

     sales agreement, or any other agreement, in favor of any other

     creditor or person that may materially affect any of Borrower's

     property or Borrower's ability to repay this Note or perform

     Borrower's obligations under this Note or any of the related

     documents.

     False Statements.  Any warranty, representation or statement made or

     furnished to Lender by Borrower or on Borrower's behalf under this

     Note or the related documents is false or misleading in any material

     respect, either now or at the time made or furnished or becomes

     false or misleading at any time thereafter.

     Insolvency.  The dissolution or termination of Borrower's existence

     as a going business, the insolvency of Borrower, the appointment of

     a receiver for any part of Borrower's property, any assignment for

     the benefit of creditors, any type of creditor workout, or the

     commencement of any proceeding under any bankruptcy or insolvency

     laws by or against Borrower.

     Creditor or Forfeiture Proceedings.  Commencement of foreclosure or

     forfeiture proceedings, whether by judicial proceeding, self-help,

     repossession or any other method, by any creditor of Borrower or by

     any governmental agency against any collateral securing the loan.  

     However, this Event of Default shall not apply if there is a good

     faith dispute by Borrower as to the validity or reasonableness of

     the claim which is the basis of the creditor or forfeiture

     proceeding and if Borrower gives Lender written notice of the

     creditor or forfeiture proceeding and deposits with Lender monies or

     a surety bond for the creditor or forfeiture proceeding, in an

     amount determined by Lender, in its sole discretion, as being an

     adequate reserve or bond for the dispute.

     Events Affecting Guarantor.  Any of the preceding events occurs with

     respect to any Guarantor of any of the indebtedness or any Guarantor

     disputes the validity of, or liability under, any guaranty of the

     indebtedness evidenced by this Note.

     Adverse Change.  A material adverse change occurs in Borrower's

     financial condition, or Lender believes the prospect of payment or

     performance of this Note is impaired.

     Insecurity.  Lender in good faith believes itself insecure.

LENDER'S RIGHTS.  Upon default or upon demand, the Lender may declare the

entire unpaid principal balance on this Note and all accrued unpaid

interest immediately due, and then Borrower will pay that amount.

COLLATERAL.  Borrower acknowledges this Note is secured by all security

agreements, guarantees, mortgages, and other security instruments

previously granted, contemporaneously granted, and granted in the future,

and it has the collateral and other rights all as contained in a certain

confirmation agreement dated May 10, 2004 between all parties contained

therein, and as subsequently amended and updated from time to time.

ATTORNEYS' FEES; EXPENSES.  Lender may hire or pay someone else to help

collect this Note if Borrower does not pay.  Borrower will pay Lender

that amount.  This includes, subject to any limits under applicable law,

Lender's attorneys' fees and Lender's legal expenses, whether or not

there is a lawsuit, including attorneys' fees, expenses for bankruptcy

proceedings (including efforts to modify or vacate any automatic stay or

injunction), and appeals.  If not prohibited by applicable law, Borrower

also will pay any court costs, in addition to all other sums provided by

law.

GOVERNING LAW.  This Note will be governed by, construed and enforced in

accordance with the laws of the State of Wisconsin.  This Note has been

accepted by Lender in the State of Wisconsin.

<PAGE>

OTHER LOAN AGREEMENTS.  If Borrower and Lender have either previously or

contemporaneously entered into a Loan or Confirmation Agreements, it is

agreed that this Note is subject to the terms and conditions of such Loan

or Confirmation Agreements.  For purpose of this provision, Loan or

Confirmation Agreements shall include, but not be limited to, a Business

Loan Agreement or any other Loan or Confirmation Agreements.

SUCCESSOR INTERESTS.  The terms of this Note shall be binding upon

Borrower, and upon Borrower's successors and assigns, and shall inure to

the benefit of Lender and Lender's heirs, executors, administrators,  

successors and assigns.

GENERAL PROVISIONS.  This Note benefits Lender and its successors and

assigns, and binds Borrower and Borrower's successors, assigns, and

representatives.  Lender may delay or forgo enforcing any of its rights

or remedies under this Note without losing them.  Borrower and any other

person or corporation who signs, guarantees or endorses this Note, to the

extent allowed by law, waive presentment, demand for payment, and notice

of dishonor.  Upon any change in the terms of this Note, and unless

otherwise expressly stated in writing, no party who signs this Note,

whether as maker, guarantor, accommodation maker or endorser, shall be

released from liability.  All such parties agree that Lender may renew or

extend (repeatedly and for any length of time) this loan or release any

party or guarantor or collateral; or impair, fail to realize upon or

perfect Lender's security interest in the collateral; and take any other

action deemed necessary by Lender without the consent of or notice to

anyone.  All such parties also agree that Lender may modify this loan

without the consent of or notice to anyone other than the party with whom

the modification is made.  The obligations under this Note are joint and

several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE

PROVISIONS OF THIS NOTE, INCLUDING THE INTEREST RATE PROVISIONS.  

BORROWER AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY

NOTE.

BORROWER:

COMMERCE GROUP CORP.

/s/ Edward A. Machulak

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

By:  Edward A. Machulak, President

/s/ Christine M. Wolski

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

By:  Christine M. Wolski, Secretary

<PAGE>

                        EXHIBIT A-1 TO EXHIBIT 99.2

             (Schedule of all transactions pertaining to

                 the activities relating to Exhibit A to

          Exhibit 99.2 for the fiscal year ending March 31, 2010

              has been purposely omitted as it only reflects

             the calculations of the principal and interest.)