EXHIBIT 99.4



COMMERCE GROUP CORP.

6001 NORTH 91ST ST.

MILWAUKEE, WI  53225-1795

(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



May 14, 2007





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 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 the Sylvia Machulak Rollover Retirement

Account (SM RIRA) and to Sylvia Machulak as an individual/consultant

(SM), both referred to as Lenders, as of Commerce's fiscal year ended

March 31, 2007.  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



The total amount of all of the open-ended, secured, on-demand

promissory notes (Notes) together with interest due to the SM RIRA

is $846,435.81 as of March 31, 2007.  Commerce has renewed this

promissory note as of March 31, 2007 and a copy is attached (Exhibit

A).  A schedule including all of the transactions pertaining to the

activities relating to this Note during this fiscal year ended March

31, 2007 is also attached (Exhibit A-1).  These Note(s) 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, (then Bank One; now the prime rate published in

the Wall Street Journal), but not less than 16% per annum.  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 the SM RIRA, and it will deduct any

payments or credits made by Commerce to the current open-ended,

secured,



<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 2 of 11 Pages







on-demand, outstanding Notes issued or obligations owed to

the SM RIRA 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



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



<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 3 of 11 Pages



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).



As of March 31, 2007, 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).



<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 4 of 11 Pages



2.   Other Obligations - Consulting Fees 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, 2007 is $435,600 (72

months at $2,800 and 78 months at $3,000).  Reference is made to

Exhibit B included in the April 5, 1996 confirmation letter.



3.   Transactions other than Notes Entered into or Confirmed During the

Fiscal Year with SM or the SM RIRA, Commerce, and its Subsidiaries



There were no known other non-routine transactions during this

fiscal year ended March 31, 2007.



4.   Collateral Pledged



The collateral specifically pledged to the SM RIRA or as otherwise

noted 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.  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



<PAGE>





Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 5 of 11 Pages





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.



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 and silver mines known as the La Lola Mine,

the Santa Lucia Mine, and the Tabanco Mine are included in

the New SSGM and are being explored.  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.



<PAGE>





Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 6 of 11 Pages





(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,

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





<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 7 of 11 Pages





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.



(6) Nueva Esparta Exploration Concession/License (Nueva Esparta)

- 45 square kilometers (11,115 acres) Resolution No. 271



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 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 is attached to Exhibit C and referred

to as Exhibit 1.



<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 8 of 11 Pages







(7) Acknowledgment of collateral provided through May 14, 2007



Commerce's Directors have on May 14, 2007 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, 2007, including all future

advances of any kind.



5.   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.



6.   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,







<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 9 of 11 Pages





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.



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 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 5 included in the April 9, 1990

confirmation letter.



8.   Re-Execution Agreement(s)



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(s) or collateral agreement(s), 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(s) hereunder shall

constitute a default and shall 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(s)

and/or the collateral pledge agreement(s) and/or any other Commerce

obligation(s).



<PAGE>



Mrs. Sylvia Machulak

Sylvia Machulak

Rollover Individual Retirement Account

May 14, 2007

Page 10 of 11 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 14, 2007

Page 11 of 11 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, 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, President        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 14, 2007

Date:  May 14, 2007



<PAGE>



EXHIBIT A TO EXHIBIT 99.4



RENEWED PROMISSORY NOTE





Borrower: Commerce Group Corp.            Lender:  Sylvia Machulak RIRA

6001 North 91st Street                   903 West Green Tree Rd.

Milwaukee, WI  53225                     Milwaukee, WI  53217



Principal Amount:      $846,435.81

Initial Rate:          3.000% + prime rate, but not less than 16.000%

Date of Renewed Note:  March 31, 2007



PROMISE TO PAY.  COMMERCE GROUP CORP. ("Borrower") promises to pay to the

SYLVIA  MACHULAK ROLLOVER INDIVIDUAL RETIREMENT ACCOUNT ("Lender"), or

order, in lawful money of the United States of America, the principal

amount of Eight Hundred Forty Six Thousand Four Hundred Thirty Five and

81/100 Dollars ($846,435.81), together with interest, paid monthly, on

the unpaid principal balance from March 31, 2007, 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 three 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 8.250% per annum.  The interest rate to be applied to the unpaid

principal balance of this Note will be at a rate of 3.000 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 L. Machulak

----------------------------------

By:  Edward L. Machulak, President





/s/ Edward A. Machulak

-----------------------------------------------------

By:  Edward A. Machulak, Vice President and Secretary





<PAGE>



EXHIBIT A-1 TO EXHIBIT 99.4



(Schedule of all transactions pertaining to

the activities relating to  Exhibit A to

Exhibit 99.4 for the fiscal year ending March 31, 2007

has been purposely omitted as it only reflects

the calculations of the principal and interest.)