EXHIBIT 4.9

                              COMMERCE GROUP CORP.
                             A Delaware Corporation

                     Three (3)-Year Stock Option to Purchase
          One Hundred Thousand (100,000) Shares of Commerce Group Corp.
             Common Stock at a Price of Ten Cents ($0.10) Per Share

         For value and consideration  received on this 13th day of March,  2001,
Commerce Group Corp. (Commerce), a Delaware Corporation,  whose business address
is 6001 North 91st Street,  Milwaukee,  Wisconsin  53225,  grants a stock option
(stock option  agreement) to Robert C. Skeen (Option  Holder),  whose address is
1410 Highway 83 South, Hartford,  Wisconsin 53027, under the following terms and
conditions:

         1.       Issue.  Option Holder will have the right to purchase up to
one hundred  thousand  (100,000)  Commerce  common shares,  ten cents ($0.10)
 par
value, hereinafter referred to as "option shares," at a price (option price)
 of ten cents  ($0.10) per share, payable in cash.

         Upon  tender  of the sum of U.S.  ten  thousand  dollars  ($10,000.00),
Commerce  agrees  to issue to Option  Holder,  a total of one  hundred  thousand
(100,000)  Commerce validly issued  nonassessable  and fully paid common shares,
ten cents ($0.10) par value.

         2.       Exercise  Date.  Option  Holder  will have the right to
 purchase  the  common  shares  at any time  during a three (3) year  period
of time,
commencing from the date of this agreement and expiring on March 13, 2004.

         3.  Tender.  At any  time  the  Option  Holder  of  this  stock  option
agreement,  pursuant to the foregoing terms and  conditions,  shall exercise the
right to purchase  these option  shares,  the Option Holder of said stock option
agreement shall surrender this stock option  agreement for said shares of option
shares,  accompanied  by proper  instruments of surrender,  to Commerce,  at its
principal office,  accompanied by a written notice to the effect that the Option
Holder  elects to exercise its stock option  agreement,  and stating the name or
names in which the certificate or certificates for shares of option shares shall
be issued. As promptly as practicable,  after the receipt of such notice and the
surrender of this stock option  agreement,  Commerce  shall issue and deliver to
Option  Holder or such other  holder of the stock  option  agreement,  or to the
written order of such holder,  a new certificate or certificates  for the number
of shares of option  shares  issuable  upon  surrendering  of this stock  option
agreement.  Such issuance of option shares shall be deemed to have been effected
on the date on which such notice  shall have been  received by Commerce and such
stock option agreement shall have been surrendered as hereinabove provided.  All
shares of option  shares  which may be issued upon  exercise of the stock option
agreement,   shall,   upon  issuance,   be  validly  issued,   fully  paid,  and
nonassessable by Commerce.

         4.       Partial  Purchases.  Option  Holder  will not have the right
 to  purchase  the option  shares in blocks of not less than the total amount of
option shares provided under the stock option agreement.

         5.       Notice of Change of Rights.  Commerce agrees to notify
Option Holder as follows:

                  a.       When Commerce shall declare a dividend (or make any
 other  distribution)  on its option shares,  payable  otherwise than in cash
out
         of the consolidated earnings surplus of Commerce, its subsidiaries,
 and the Commerce/Sanseb Joint Venture (Joint Venture); or

                  b.       When  Commerce  shall  authorize  the granting to
 the holders of its common shares of rights to subscribe for or purchase any
 shares
         of capital stock of any class or any other rights; or


                  c. Of any  reclassification  of the common  shares of Commerce
         other than a subdivision or a combination of its outstanding  shares of
         such stock, of any consolidation or merger to which Commerce is a party
         and for which approval of any  stockholders  of Commerce is required or
         of the sale or  transfer  of all or  substantially  all the  assets  of
         Commerce, its subsidiaries, and the Joint Venture; or

                  d. Of the voluntary or involuntary dissolution, liquidation or
         winding up of Commerce;  then  Commerce  shall cause to be filed at the
         office of Commerce,  and shall cause to be mailed to the option holders
         of this stock option  agreement,  at their addresses as they shall then
         appear on the  records  of  Commerce,  at least  ten days  prior to the
         record date specified below, a notice stating:

                           (1) the record date for such  dividend,  distribution
                  or rights  or, if a record is not to be taken,  the date as of
                  which  the  holders  of the  option  shares  of  record  to be
                  entitled to such  dividend,  distribution  or rights are to be
                  determined; or

                           (2)  the   date  on  which   such   reclassification,
                  consolidation,    merger,   sale,    transfer,    dissolution,
                  liquidation or winding up is expected to become effective, and
                  the date as of which it is expected that holders of the option
                  shares of record  shall be entitled to exchange  their  option
                  shares for securities or other property  deliverable upon such
                  reclassification,   consolidation,   merger,  sale,  transfer,
                  dissolution, liquidation or winding up.

         6.  Procedures.  The Board of  Directors  of  Commerce,  or a committee
established  by it,  shall have the  right,  from time to time,  to adopt  other
specific  rules of  procedure  to carry out the full intent of this stock option
agreement, and to do all reasonable acts necessary therefore; provided that such
rules  and acts  shall not  violate  the  specific  terms of this  stock  option
agreement.

         7.       Dividends.  Until such time as the Option Holder purchases
the option shares under this stock option  agreement,the Option Holder shall not
be entitled to receive such dividends and distributions as from time to time
may be declared by the Board of Directors of Commerce.

         8.       Voting.  The Option Holders of this stock option agreement
shall have no voting rights.

         9.       Notice.  The Option Holders of the stock option agreement
shall be entitled to any notice of shareholders' meetings.

         10.  Reservation  of Common Stock.  Commerce shall at all times reserve
and keep available out of its authorized  but unissued  common shares,  or shall
authorize  from time to time,  an increase in such shares if  required,  of such
number of its duly authorized  shares of common stock, as shall be sufficient to
effect the exercise of this stock option agreement.

         11.  Registration.  Option  Holder,  as  owner  of  this  stock  option
agreement,  by acceptance thereof, shall agree for itself and for all subsequent
owners, that before any disposition is made of this stock option agreement or of
the  option  shares,  Option  Holder  shall  give  written  notice  to  Commerce
describing  briefly  the  manner  of any  such  proposed  disposition.  No  such
disposition  shall be made unless and until (1) Commerce has advised such owners
that it has received an opinion from its legal counsel  satisfactory  to it that
no post-effective  amendment to Commerce's registration statement, if any, filed
with the Securities and Exchange  Commission  (Commission)  under the Securities
Act of 1933 (Act) and no other  registration  under said Act is required to such
disposition, or (2) such post-effective amendment or such other registration has
been filed by Commerce and made effective by the Commission,  provided, however,
that Commerce shall have no obligation to so file.


         12.      Investment  Letter  Agreement.  The Option Holder agrees
 at the time of exercising this option to execute an investment  letter
 agreement in
such form as is attached to this agreement and identified as Exhibit A.

         13. Restriction on Certificates. Each certificate for the option shares
to be issued  hereunder,  until the Option  Holder  has held this  stock  option
agreement   for  a  period  of  two  years,   without  the  intent  of  selling,
transferring,  or disposing them,  shall bear a legend reading  substantially as
follows:

         "Neither  this stock  option  agreement  nor the shares of common stock
         issuable  upon the  exercise of the stock  option  agreement  have been
         registered  under the United  States  Securities  Act of 1933;  and the
         common  stock to be issued under the stock  option  agreement  has been
         acquired  for  investment  and  has  not  been  registered   under  the
         Securities Act of 1933 or the securities law of any state.  Except upon
         such   registration,   such  securities  may  not  be  sold,   pledged,
         hypothecated or otherwise transferred unless the transferor delivers to
         Commerce Group Corp.,  an opinion of counsel  satisfactory  to Commerce
         Group  Corp.,  its  counsel,  its  transfer  agent and its counsel that
         registration is not required and such transfer will not be in violation
         of the Securities Act of 1933 or any applicable  state  securities laws
         or any rule of regulation thereunder."

         14. Entire Agreement.  This agreement is the entire, final and complete
agreement  pertaining  to the  subject  matter  hereof,  and it  supersedes  and
replaces  all written  and oral  agreements  heretofore  made or existing by and
between the parties or their  representatives  insofar as this subject matter is
concerned.  Neither  party shall be bound by any  promises,  representations  or
agreements except as are herein expressly set forth.

         15.      Applicable  Law. This  agreement is being  delivered in and
shall be governed by and  construed  and enforced in accordance with the laws of
the State of Wisconsin, United States.

         16.      Binding  Effect.  This  agreement  shall be binding  upon and
 inure to the  benefit  of all  parties  and all  parties  and their  respective
successors, heirs, assigns, and legal representatives are subject to its terms.

         In Witness  Whereof,  Commerce has executed this stock option agreement
on the day and date first written above.

                                                     COMMERCE GROUP CORP.

                                                     /s/ Edward L. Machulak
                                                   ---------------------------
                                            By:  Edward L. Machulak, President

This stock  option  agreement  is accepted by Robert C. Skeen on the 13th day of
March 2001.

/s/ Robert C. Skeen
--------------------------------
Robert C. Skeen

Date:  March 13, 2001

I, Robert C. Skeen, of 1410 Highway 83 South,  Hartford,  Wisconsin  53027,  for
valuable  consideration  assign to my wife, Lillian M. Skeen of the same address
as mine,  this  three-year  Stock Option  Agreement dated March 13, 2001 and all
rights thereunder.

/s/  Robert C. Skeen
-----------------------
Robert C. Skeen