EXHIBIT 99.4

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

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



May 13, 2002


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, 2002. 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 Sylvia Machulak
as an  individual/consultant  and the SM RIRA as of Commerce's fiscal year ended
March 31, 2002, which are as follows:

1.   Promissory Notes and Other Obligations

     A series of open-ended, secured, on-demand promissory notes (Notes) are due
     to the SM RIRA.  Their combined amount is $366,288.48 as of March 31, 2002.
     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,  (now  Bank  One),  but not less than 16% per
     annum. (Schedule of Principal and Interest as of March 31, 2002, Exhibit A)

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 13, 2002
Page 2 of 6 Pages


2.   Amounts 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,
     2002,  is  $255,600  (72 months at $2,800 and  eighteen  months at $3,000).
     Reference  is made to Exhibit B included in the April 5, 1996  confirmation
     letter.

3.   Transactions During the Fiscal Year with SM or the SM RIRA,
     Commerce, and its Subsidiaries

     There were no non-routine  transactions during this fiscal year ended March
     31, 2002.

4. Collateral Pledged to the SM RIRA

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

     a.   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.

     b.   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.  This collateral specifically
          includes all of the San Sebastian Gold Mine 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. Effective February 1996, the Government of
          El Salvador approved a r evised version of the mining law.
          Therefore, Commerce applied for the San Sebastian Gold Mine
          mining concession applicable to this mining law.  This
          concession is subject to compliance requirements which have
          been presented to the El Salvador Director of Mines and
          Hydrocarbons.  Therefore, it is clearly understood that this
          concession, and all of the rights thereunder, in addition to
          the concession granted on July 23, 1987, together with all
          precious metal ore reserves, is pledged as collateral to all of
          the parties herein mentioned, and also includes SM.

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 13, 2002
Page 3 of 6 Pages


5.   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,  then 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,
     including  SM. The formula to be used (after  deductin g the payments  made
     from the  specific  collateral)  is to total all of the debts due to GLSCO,
     ELM,  the ELM RIRA,  the SM RIRA and SM, 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.

6.   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>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 13, 2002
Page 4 of 6 Pages



7.   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 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,  and SM.  Reference  is made to Exhibit 5
     included in the April 9, 1990 confirmation letter.

8.   Re-Execution Agreement

     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  or
     collateral agreement,  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  hereunder shall  constitute a default and sha ll entitle the 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 and/or
     the collateral pledge agreement and/or any other Commerce obligation.

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 13, 2002
Page 5 of 6 Pages


9.   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/ Edward A. Machulak

Edward A. Machulak
Secretary

<PAGE>


Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 13, 2002
Page 6 of 6 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 L. Machulak                      /s/ Edward L. Machulak
-----------------------------               ----------------------------
By:  Edward L. Machulak,                    By:  Edward L. Machulak,
     Auth. Designee                              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,                    By:  Edward L. Machulak,
     President                                   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,                    By:  Edward L. Machulak,
     President                                   President


Accepted by:                                Accepted by:

/s/ Sylvia Machulak                         /s/ Sylvia Machulak
----------------------------                ---------------------------
Sylvia Machulak Rollover                    Sylvia Machulak as an
Individual Retirement Account               individual
Date:  May 13, 2002                         Date:  May 13, 2002


<PAGE>

                            Exhibit A to Exhibit 99.4
            (Schedule of Principal and Interest as of March 31, 2002
            has been purposely omitted as it only reflects
            the calculations of the principal and interest.)