EXHIBIT 99.4

                           COMMERCE GROUP CORP.

                           6001 NORTH 91ST ST.

                        MILWAUKEE, WI  53225-1795

                             (414) 462-5310

                          FAX (414) 462-5312

                    E-MAIL info@commercegroupcorp.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 as an

Individual and for her Rollover

Individual Retirement Account

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 the Sylvia Machulak Rollover Retirement

Account (SM RIRA) and to Sylvia Machulak as an individual/consultant

(SM), both referred to as Lenders, 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

     The total amount of all of the open-ended, secured, on-demand

     promissory notes (Notes) together with interest due to the SM RIRA

     is $1,240,545.62 as of March 31, 2010.  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 this fiscal year ended March

     31, 2010 is also attached (Exhibit A-1).  These Note(s) bear

     interest, payable monthly, at the rate of 3% 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.  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 the SM RIRA, and it will deduct any

     payments or credits made by Commerce to the current open-ended,

     secured, on-demand, outstanding Notes issued or

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 2 of 11 Pages

     obligations owed to the SM RIRA 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 the 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

          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

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 3 of 11 Pages

          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).

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).

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 4 of 11 Pages

2.   Other Obligations - Consulting Fees Due to Sylvia Machulak as an

     Individual (SM)

     As of September 30, 2000, a sum of $201,600 (72 months at $2,800 per

     month) is due to SM for consulting services rendered pursuant to a

     Director resolution adopted on October 20, 2000.  The Directors

     further acknowledge the continuance of SM's services at a sum of

     $3,000 per month beginning on October 1, 2000, and continuing until

     such time as terminated by the Directors or the President.

     Therefore, the amount due to SM as of March 31, 2010 is $543,600 (72

     months at $2,800 and 114 months at $3,000).  Reference is made to

     Exhibit B included in the April 5, 1996 confirmation letter.

3.   Transactions other than Notes Entered into or Confirmed During the

     Fiscal Year with SM or the SM RIRA, Commerce, and its Subsidiaries

     There were no known other non-routine transactions during this

     fiscal year ended March 31, 2010.

4.   Collateral Specifically Pledged to the SM RIRA

     A Collateral Pledge Agreement executed by Commerce on December 31,

     1981 granted to the SM RIRA by Commerce pledging 48,645 SLE common

     shares, par value $0.50 a share, Certificate No. 25, dated December

     31, 1981, together with a letter agreement dated December 31, 1981.

     Reference is made to Exhibit 4 in the April 9, 1990 confirmation

     letter.

5.   Acknowledgement of previously recorded collateral provided to the

     Lenders

     Historical information - San Sebastian Gold Mine Concession

     GLSCO, ELM, the ELM RIRA, the 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 4(a) included in the April 9, 1990 confirmation

     letter.

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 5 of 11 Pages

     The following collateral has been previously assigned to the Lenders

     pursuant to resolutions adopted by the Directors:

     (a)  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.

     (b)  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 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.

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 6 of 11 Pages

     (c)  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.

     (d)  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, 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.

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 7 of 11 Pages

     (e)  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.

     (f)  Nueva Esparta Exploration Concession/License (Nueva Esparta) -

          45 square kilometers (11,115 acres) Resolution No. 271

          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 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 is attached to Exhibit C and referred to as Exhibit

          1.

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 8 of 11 Pages

     (g)  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.

6.   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

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 9 of 11 Pages

7.   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, SM and from March 31, 2007

     to include M&R, the Law Firm, CMI and EAM, 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.

8.   Guarantors

     This agreement further confirms that Commerce and all of the

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

     loans made by the SM RIRA 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 5 included in the April 9, 1990

     confirmation letter.

9.   Re-Execution Agreement(s)

     In the event the SM RIRA and/or SM deems that it is necessary or

     advisable for the SM RIRA and/or SM 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 the SM RIRA

     and/or SM.  Commerce also acknowledges that Commerce may be liable

     to pay certain costs related to any of the transactions entered into

     with the SM RIRA and/or SM.  If at a later date the SM RIRA and/or

     SM determines that an error has been made in the payment of such

     costs to the SM RIRA and/or SM, then the SM RIRA and/or SM 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 the SM RIRA's and/or SM's written request.   The failure of

     Commerce to comply with Commerce's obligation(s) hereunder shall

     constitute a default and shall entitle the

<PAGE>

Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 10 of 11 Pages

     SM RIRA and/or SM 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).

10.  Omissions

     Commerce believes that it has included all of its obligations,

     monies due and has listed all of the collateral due to the SM RIRA

     and/or SM, 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.

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

Sylvia Machulak

Rollover Individual Retirement Account

March 29, 2010

Page 11 of 11 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:                              Accepted by:

/s/ Sylvia Machulak                       /s/ Sylvia Machulak

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

Sylvia Machulak Rollover Individual       Sylvia Machulak as an individual

Retirement Account                        Date:  March 29, 2010

Date:  March 29, 2010

<PAGE>

                           EXHIBIT A TO EXHIBIT 99.4

                           RENEWED PROMISSORY NOTE

Borrower: Commerce Group Corp.            Lender:  Sylvia Machulak RIRA

          6001 North 91st Street                   903 West Green Tree Rd.

          Milwaukee, WI  53225                     Milwaukee, WI  53217

Principal Amount:      $1,240,545.62

Initial Rate:          3.000% + 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 the

SYLVIA  MACHULAK ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT ("Lender"), or

order, in lawful money of the United States of America, the principal

amount of One Million Two Hundred Forty Thousand Five Hundred

Forty Five and 62/100 Dollars ($1,240,545.62), 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 three 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 3.000 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 99.4

                 (Schedule of all transactions pertaining to

                   the activities relating to  Exhibit A to

             Exhibit 99.4 for the fiscal year ending March 31, 2010

                has been purposely omitted as it only reflects

                the calculations of the principal and interest.)