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



April 8, 2009

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, 2009.  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, 2009, amounts to $15,673,362.38.  Commerce has
         renewed this promissory note as of March 31, 2009 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, 2009 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
April 8, 2009
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
April 8, 2009
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 RESOVED, 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
April 8, 2009
Page 4 of 15 Pages


     As of March 31, 2009, 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
April 8, 2009
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, 2009, 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, 2009 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, 2009 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
April 8, 2009
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
April 8, 2009
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
April 8, 2009
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, all jewelry and precious stones,
          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
April 8, 2009
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
April 8, 2009
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
April 8, 2009
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 has chosen to exercise this option
              and has renewed the lease through June 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
April 8, 2009
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, 2009

              Commerce's Directors have on April 8, 2009 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, 2009, 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
April 8, 2009
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
April 8, 2009
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
April 8, 2009
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:  April 8, 2009


<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:          $15,673,362.38
Initial Rate:              2.000% + prime rate, but not less than 16.000%
Date of Renewed Note:      March 31, 2009

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 Fifteen Million Six Hundred
Seventy Three Thousand Three Hundred Sixty Two and 38/100 Dollars
($15,673,362.38), together with interest, paid monthly, on the unpaid
principal balance from March 31, 2009, 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, 2009
              has been purposely omitted as it only reflects
             the calculations of the principal and interest.)