EXHIBIT 99.4
                             ------------

                          COMMERCE GROUP CORP.
                         6001 NORTH 91ST STREET
                       MILWAUKEE, WI  53225-1795
                    414/462-5310 . FAX 414/462-5312
  Stock Symbols:  CGCO (OTC BB) . CMG OR CMG.BN (Boston Stock Exchange)



AND/OR COMMERCE/SANSEB JOINT VENTURE (Joint Venture)
AND/OR HOMESPAN REALTY CO., INC. (Homespan)
AND/OR PICCADILLY ADVERTISING CO., INC. (Piccadilly)
Whose name was changed as of January 27, 1999  to 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


May 10, 1999


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 confirmation and status letter you
requested from Commerce and its affiliates to establish and confirm the
amount due and the collateral pledged to  the Sylvia Machulak Rollover
Retirement Account (SM RIRA) as of Commerce's fiscal year ended March 31,
1999.  Today, Commerce's Directors approved, ratified and confirmed the
contents of this letter and authorized me to authenticate and confirm the
outstanding obligations due to the SM RIRA as of Commerce's fiscal year
ended March 31, 1999, which are as follows:

1.   Promissory Notes and Other Obligations

     a.  A series of open-ended, secured, on-demand promissory notes
         (Notes) are due to the SM RIRA.  Their combined amount is
         $327,675.96 as of March 31, 1999.  These Notes 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, but not less than 16% per annum.
         (Schedule of Principal and Interest as of March 31, 1999,
         Exhibit A)

2.   Amounts Due to Sylvia Machulak as an Individual (SM)

     As of September 30, 1994, a sum of $167,800 is due to Sylvia
     Machulak for consulting services rendered pursuant to a Director
     resolution adopted on September 16, 1994.  Reference is made to
     Exhibit B included in the April 5, 1996 confirmation letter.  On
     December 14, 1996, Commerce issued a four-year stock option to the
     SM RIRA to purchase 83,000 of its restricted common shares at a
     price of $3.00 per share.  (Reference is made to Exhibit B in the
     April 14, 1997 confirmation letter.)

<PAGE>

3.   Collateral Pledged to the SM RIRA

     The collateral specifically pledged to the SM RIRA is as follows:

     a.  A Deed of Trust executed by SLE on July 16, 1982, consisting of
         12 lots located in the Town of Fort Garland, Costilla County,
         Colorado, and recorded at 8:45 a.m. on May 18, 1984, in Book
         237, Page 658, Reception No. 156287.  Reference is made to
         Exhibit 2 in the April 9, 1990 confirmation letter.

     b.  A Deed of Trust executed by SLE on May 27, 1983, consisting of
         32 lots located in the San Luis North Estates Subdivision,
         Costilla County, Colorado, and recorded at 9:30 a.m. on May 31,
         1983, in Book 709, Reception No. 152520.  Reference is made to
         Exhibit 3 in the April 9, 1990 confirmation letter.

     c.  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.

     d.  General Lumber & Supply Co., Inc. (GLSCO), Edward L. Machulak
         (ELM),  as an individual and not as a Director or Officer of
         Commerce the Edward L. Machulak Rollover Individual Retirement
         Account (ELM RIRA) and the SM RIRA 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 mine concession which was 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.  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. Effective February 1996, the Government of
         El Salvador approved an updated version of the mining law.
         Therefore, Commerce applied for a mining concession applicable
         to this mining law at the San Sebastian Gold Mine.  The
         concession is subject to compliance which has been presented to
         the El Salvador Director of Mines and Hydrocarbons.  Therefore,
         it is clearly understood that this concession is to become
         collateral effective simultaneously upon receiving the
         concession to all of the parties herein mentioned.

<PAGE>

4.   Cross Pledge Collateral Agreement

     GLSCO, ELM, the ELM RIRA and the SM RIRA 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,
     GLSCO, ELM, the ELM RIRA and the SM RIRA 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 and the SM RIRA.  The purpose and the intent of
     the cross pledge of collateral is to assure GLSCO, ELM, the ELM RIRA
     and the SM RIRA, 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 and the SM RIRA, 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 derived from the excess collateral and then the
     amount due to each of them would be distributed accordingly.

5.   Cancellation of Inter-Company Debts Upon Default

     Since part of the collateral pledged to GLSCO, ELM, the ELM RIRA and
     the SM RIRA is 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.

<PAGE>

6.   Guarantors

     This agreement further confirms that Commerce and all of the
     following are guarantors 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
     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 and the SM
     RIRA.  Reference is made to Exhibit 5 included in the April 9, 1990
     confirmation letter.

7.   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,
     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 with this confirmation and 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/ Edward A. Machulak

Edward A. Machulak
Secretary


<PAGE>

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 L. Machulak                  /s/ Edward L. Machulak
_______________________________________ __________________________________
By:  Edward L. Machulak, Auth. Designee By:  Edward L. Machulak, President


ECOMM GROUP INC.                        SAN LUIS ESTATES, INC.
as Guarantor (Ecomm)                    as Guarantor (SLE)

/s/ Edward A. Machulak                  /s/ Edward L. Machulak
____________________________________    __________________________________
By:  Edward A. Machulak, Secretary      By:  Edward L. Machulak, President


SAN SEBASTIAN GOLD MINES, INC.          UNIVERSAL DEVELOPERS, INC.
as Guarantor (Sanseb)                   as Guarantor (UDI)


/s/ Edward L. Machulak                  /s/ Edward L. Machulak
____________________________________    __________________________________
By:  Edward L. Machulak, President      By:  Edward L. Machulak, President


Accepted by:                            Accepted by:

/s/ Sylvia Machulak                     /s/ Sylvia Machulak
____________________________________    __________________________________
Sylvia Machulak Rollover Individual     Sylvia Machulak as an individual
Retirement Account                      Date:  May 10, 1999
Date:  May 10, 1999

<PAGE>

                       Exhibit A to Exhibit 99.4
        (Schedule of Principal and Interest as of March 31, 1999
             has been purposely omitted as it only reflects
            the calculations of the principal and interest.)