EXHIBIT 99.4

                            COMMERCE GROUP CORP.
                            6001 NORTH 91ST ST.
                          MILWAUKEE, WI 53225-1795
                        414-462-5310 . FAX 414-462-5312
                         E-MAIL info@commercegroup.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 8, 2006


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 and its affiliates 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,
2006.  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 $695,071.16 as
     of March 31, 2006.  Commerce has renewed this promissory note as of March
     31, 2006 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, 2006 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

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 8, 2006
Page 2 of 11 Pages


     deduct any payments or credits made by Commerce to the current
     open-ended, secur ed, on-demand, outstanding Notes issued or obligations
     owed to the SM RIRA.

     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.  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

               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

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 8, 2006
Page 3 of 11 Pages


          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).

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, 2006 is $399,600 (72 months at $2,800 and 66 months
     at $3,000).  Reference is made to Exhibit B included in the April 5, 1996
     confirmation letter.

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 8, 2006
Page 4 of 11 Pages


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 non-routine transactions during this fiscal year
     ended March 31, 2006.

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 Edward L. Machulak Rollover Individual Retirement
        Account (ELM RIRA) and the Sylvia Machulak Rollover Individual
        Retirement Account (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 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 4(a) included in the April 9,
        1990 confirmation letter.

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 8, 2006
Page 5 of 11 Pages


        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 8, 2006
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 t ax.
            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 8, 2006
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 Or o 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 8, 2006
Page 8 of 11 Pages

        (7) Acknowledgment of collateral provided through May 8, 2006

            Commerce's Directors have on May 8, 2006 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 to GLSCO,
            ELM, the ELM RIRA, the SM RIRA and SM, collectively and
            individually referred to as Lenders, as additional collateral for
            all of the outstanding loans and obligations as of March 31, 2006,
            including all future advances of any kind.  Collateral that has
            been provided through May 8, 2006 is:

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 deduc ting 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 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 and SM 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

<PAGE>

Mrs. Sylvia Machulak
Sylvia Machulak
Rollover Individual Retirement Account
May 8, 2006
Page 9 of 11 Pages


     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,
     and SM.  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 defaul
     t 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 8, 2006
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 8, 2006
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 8, 2006
Date:  May 8, 2006

<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:        $695,071.16
Initial Rate:            3.000% + prime rate, but not less than 16.000%
Date of Renewed Note:    March 31, 2006

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 Six
Hundred Ninety Five Thousand Seventy One and 16/100 Dollars ($695,071.16),
together with interest, paid monthly, on the unpaid principal balance from
March 31, 2006, 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 7.750% 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 an
yone.  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, 2006
                         has been purposely omitted as
                         it only reflects the calculations
                         of the principal and interest.)