EXHIBIT 99.1

                            COMMERCE GROUP CORP.
                           6001 NORTH 91ST STREET
                         MILWAUKEE, WISCONSIN  53225
                              (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


April 8, 2009


Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
6001 North 91st Street
Milwaukee, Wisconsin  53225

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 General Lumber & Supply Co., Inc. (GLSCO and/or
Lender)  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 no. 3 which
         was originally issued to GLSCO on December 31, 1981 in the sum
         of $16,836.37 and has been open-ended since that date and is to
         include all future advances, services, charges and interest on a
         monthly basis.  Pursuant to Commerce's Directors' approval on
         October 1, 1990, the interest rate on this note was increased to
         a rate of 4% over the prime rate base established by the First
         National Bank of Chicago, Chicago, Illinois.  Beginning with
         April 1, 1994, the interest rate is 4% over the prime rate base
         established 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.  The
         interest is payable monthly and the total amount due to GLSCO on
         this promissory note as of March 31, 2009 is $4,100,977.43.
         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

<PAGE>


Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 2 of 14 Pages


         activities relating to this note during the fiscal year ended
         March 31, 2009 is also attached (Exhibit A-1).

         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 GLSCO, and it will
         deduct any payments or credits made by Commerce to the current
         open-ended, secured, on-demand, outstanding Notes issued or
         obligations owed to GLSCO 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 Company's fiscal year
         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


<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 3 of 14 Pages



              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

                   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
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 4 of 14 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.  Commerce leased approximately 3,100 square feet on a
         month-to-month basis for its corporate headquarter's office; the
         monthly rental charge was $2,145 since October 1, 1992.  As of
         December 1, 1995, Commerce increased the space it rents to 4,032
         square feet, and the monthly rental charge was increased to
         $2,789.  All other terms and conditions of the Amended October
         1, 1992 Lease Agreement remain the same.  (Reference is made to
         Exhibit B, December 1, 1995 Amended Lease Agreement, included in
         April 5, 1996 confirmation letter.) (Reference is made to
         Exhibit B, Lease Agreement, included in April 12, 1993
         confirmation letter.)

     c.  Commerce also acknowledges that it purchases on an open account
         from GLSCO from time to time materials, supplies etc. that it
         needs for itself or for the Joint Venture.  Some of the
         purchases are made through GLSCO because Commerce does not have
         the credit availability from the various sellers of goods,
         merchandise, etc. that is required by it or the Joint Venture.
         The amount due from time to time varies.  As of March 31, 2009,
         there is nothing due on this open account.

     d.  GLSCO from time to time has canceled part of its debt by the
         purchase of restricted Commerce common shares based on a price
         determined by the Directors or at a price sold to third party
         purchasers at an arms-length transaction.  There were no
         transactions consummated during this fiscal year.

     e.  In order to provide continuity and to make an orderly transition
         of the Standing Rock Campground (SRC) operations, the parties
         agreed that Commerce would operate the SRC until such time that
         GLSCO would terminate this agreement.


<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 5 of 14 Pages


         Commerce retained the profits earned from the SRC operations and
         the following describes the transactions that took place:

Fiscal year end                       Revenues      Expenses        Profit
                                      --------      --------        ------
March 31, 2002                     $ 73,364.97    $40,202.17    $33,162.80
March 31, 2003                       68,304.07     41,009.24     27,294.83
                                   -----------    ----------    ----------
  Balances                         $141,669.04    $81,211.41    $60,457.63

Interest July 1, 2001
 through March 31, 2003                                          11,918.31
April 1, 2003 Total Addition                                    ----------
 to GLSCO Note (GJ4-P2; Entry 4-2)                              $72,375.94
                                                                ==========

March 31, 2004                     $58,548.87     $37,956.32    $20,592.55
April 1, 2004 Entry GJ4-P1;                                     ==========
 Addition to GLSCO Note                                         $20,592.55
                                                                ==========

March 31, 2005                     $58,182.12     $37,093.47    $21,088.65
April 1, 2005 Entry GJ4-P1;                                     ==========
 Addition to GLSCO Note                                         $21,088.65
                                                                ==========

March 31, 2007                     $41,911.50     $38,972.05    $ 2,939.45
March 31, 2007;                                                 ==========
 Addition to GLSCO Note                                         $ 2,939.45
 (Adjustment will be made on April 1, 2008)                     ==========

March 31, 2008                     $40,453.86     $30,450.80    $10,003.06
March 31, 2008;                                                 ==========
 Addition to GLSCO Note                                         $10,003.06
 (Adjustment will be made on April 1, 2008)                     ==========

March 31, 2009                     $    0         $ 1,958.94    $(1,958.94)
March 31, 2009;                                                 ===========
 Deduction to GLSCO Note
 (Adjustment will be made on April 1, 2009)

     f.  On April 1, 2009, Commerce will deduct $1,958.94 from the notes
         payable due to GLSCO.


<PAGE>


Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 6 of 14 Pages


2.   Collateral Pledged

     The collateral specifically pledged to GLSCO or as otherwise noted
     is as follows:

     a.  San Luis Estates, Inc. (SLE) Certificate No. 24 which is dated
         December 31, 1981, consisting of 48,645 common shares, $0.50 par
         value, being 50% of the total issued and outstanding shares.
         SLE and Commerce agree that no additional shares of any kind
         whatsoever of SLE will be issued as long as any monies are due
         to GLSCO.  Reference is made to Exhibit 3 included in the April
         9, 1990 confirmation letter.

     b.  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 5 included in the April
         9, 1990 confirmation letter.

     c.  Uniform Commercial Code Filing - all other specific assets

         An interest with ELM 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

<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 7 of 14 Pages


         the Wisconsin Department of Financial Institutions Uniform
         Commercial Code filing, Exhibit 6, 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).

     d.  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 5 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.


<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 8 of 14 Pages


         (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 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.

<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 9 of 14 Pages


         (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, 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
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 10 of 14 Pages



         (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 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



<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 11 of 14 Pages



             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 including M&R, the Law
     Firm, CMI and EAM.  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
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 12 of 14 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, 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.

5.   Guarantors

     This agreement further confirms that Commerce and all of the
     following are guarantors to the obligations due to GLSCO and to the
     loans made by GLSCO 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 7 included in the April 9, 1990 confirmation letter.

6.   Re-Execution Agreement(s)

     In the event GLSCO deems that it is necessary or advisable for GLSCO
     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 GLSCO.  Commerce also acknowledges that Commerce may be
     liable to pay certain costs related to any of the transactions
     entered into with GLSCO.  If at a later date GLSCO determines that
     an error has been made in the payment of such costs to it then it
     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 GLSCO's written request.   The failure of Commerce
     to comply with Commerce's obligation(s) hereunder shall constitute a
     default and shall entitle GLSCO
     to the remedies available for default under any provisions of the
     agreements including, but not limited to the


<PAGE>

Mrs. Sylvia Machulak
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 13 of 14 Pages


     promissory note(s) and/or the collateral pledge agreement(s) and/or
     any other Commerce obligation(s).

7.   Omissions

     Commerce believes that it has included all of its obligations,
     monies due and has listed all of the collateral due to GLSCO,
     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
President
General Lumber & Supply Co., Inc.
April 8, 2009
Page 14 of 14 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:

GENERAL LUMBER & SUPPLY CO., INC.


/s/ Sylvia Machulak

---------------------------------------
By:  Sylvia Machulak, President
Date:  April 8, 2009





<PAGE>

                         EXHIBIT A TO EXHIBIT 99.1

                          RENEWED PROMISSORY NOTE


Borrower: Commerce Group Corp.       Lender: General Lumber & Supply Co., Inc.
          6001 North 91st Street             6001 North 91st Street.
          Milwaukee, WI  53225               Milwaukee, WI  53225

Principal Amount:        $4,100,977.43
Initial Rate:            4.000% + 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
GENERAL LUMBER & SUPPLY CO., INC. ("Lender"), or order, in lawful money
of the United States of America, the principal amount of Four Million One
Hundred Thousand Nine Hundred Seventy Seven and 43/100
Dollars  ($4,100,977.43), 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 four 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 4.000 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 99.1

                 (Schedule of all transactions pertaining to
                   the activities relating to Exhibit A to
           Exhibit 99.1 for the fiscal year ending March 31, 2009
               has been purposely omitted as it only reflects
            the calculations of the principal and interest.)