EXHIBIT 10.1
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CORVU NORTH AMERICA, INC. COMMERCE BANK
3400 W. 66TH STREET,      CENTENNIAL LAKES OFFICE   Loan Number   200775
SUITE 445                 7650 EDINBOROUGH WAY,     Date          12-02-2004
EDINA, MN 55435           SUITE 150                 Maturity Date 03-02-2005
                          EDINA, MN 55435           Loan Amount   $300,000.00
                                                    Renewal Of    _____________
BORROWER'S NAME AND       LENDER'S NAME AND
    ADDRESS                    ADDRESS
"I", "me" and "my"        "You" and "you" means the
means each borrower     lender, its successors
above, together and     and assigns.
   separately.

I promise to pay you, at your address listed above, the PRINCIPAL sum of THREE
HUNDRED THOUSAND AND NO/100
Dollars $ 300,000.00

[_]   SINGLE ADVANCE: I will receive all of the loan amount on _______________ .
      There will be no additional advances under this note.

[X]   MULTIPLE ADVANCE: The loan amount shown above is the maximum amount I can
      borrow under this note. On 12-02-2004 I will receive $ __________________
      and future principal advances are permitted. CONDITIONS: The conditions
      for future advances are AT THE SOLE DISCRETION OF THE LENDER

      [X]   OPEN END CREDIT: You and I agree that I may borrow up to the maximum
            amount more than one time. All other conditions of this note apply
            to this feature. This feature expires on 03-02-2005 .

      [_]   CLOSED END CREDIT: You and I agree that I may borrow up to the
            maximum only one time (and subject to all other conditions).

INTEREST: I agree to pay interest on the outstanding principal balance from
12-02-2004 at the rate of 8.000 % per year until 12-03-2004 .

[X]   VARIABLE RATE: This rate may then change as stated below.

      [X]   INDEX RATE: The future rate will be 3.000 PERCENT ABOVE the
            following index rate: THE HIGHEST RATE ON CORPORATE LOANS POSTED BY
            AT LEAST 75% OF THE USA'S THIRTY LARGEST BANKS KNOWN AS THE WALL
            STREET JOURNAL PRIME RATE. THE RESULT OF THIS CALCULATION WILL BE
            ROUNDED TO THE NEAREST 0.125

      [_]   NO INDEX: The future rate will not be subject to any internal or
            external index. It will be entirely in your control.

      [X]   FREQUENCY AND TIMING: The rate on this note may change as often as
            EVERY DAY BEGINNING 12-03-2004. A change in the interest rate will
            take effect ON THE FOLLOWING DAY.

      [_]   LIMITATIONS: During the term of this loan, the applicable annual
            interest rate will not be more than ____________________ % or less
            than _________________________ %. The rate may not change more than
            ________ % each ______________.


<PAGE>

      EFFECT OF VARIABLE RATE: A change in the interest rate will have the
      following effect on the payments:

      [X] The amount of each scheduled         [X] The amount of
        payment will change.                    the final payment will change.

      [_] _____________________________________________________________

ACCRUAL METHOD: You will calculate interest on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:

      [X]   on the same fixed or variable rate basis in effect before maturity
            (as indicated above).

      [_]   at a rate equal to__________________________________________

[X]   LATE CHARGE: If I make a payment more than 10 days after it is due, I
      agree to pay a late charge of 5.000% OF THE LATE AMOUNT WITH A MIN OF
      $5.00.

[_]   ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
      charges which [_] are [_] are not included in the principal amount
      above:_______________________________ .

[_]   AUTHORITY: The interest rate and other charges for this loan are
      authorized by ______________________________.

PAYMENTS: I agree to pay this note as follows:

ON DEMAND, BUT IF NO DEMAND IS MADE THEN MONTHLY PAYMENTS OF ACCRUED INTEREST
CALCULATED ON THE AMOUNT OF CREDIT OUTSTANDING BEGINNING ON 01-02-2005 AND
PRINCIPAL DUE ON 03-02-2005.

ADDITIONAL TERMS: AMOUNT OUTSTANDING AGAINST THE LOAN SHALL NOT EXCEED 70% OF
ELIGIBLE ACCOUNTS RECEIVABLE PLUS 100% OF BALANCE IN MONEY MARKET ACCOUNT N0.
2002173, WITH A MINIMUM BALANCE OF $104,000, WHICH IS COLLATERAL TO THE GUARANTY
OF CORVU CORPORATION. ELIGIBLE ACCOUNTS RECEIVABLE SHALL CONSIST OF DOMESTIC USA
ACCOUNTS DUE WITHIN 60 DAYS PROVIDED THAT IF 10% OF THE AMOUNT OUTSTANDING FOR
AN ACCOUNT EXCEEDS 60 DAYS, THE ENTIRE ACCOUNT IS DEEMED INELIGIBLE. ALSO, ALL
MAINTENANCE RECEIVABLES ARE DEEMED TO BE INELIGIBLE.

THE BORROWER COVENANTS THAT WITHIN EACH CALENDAR QUARTER THAT THE AMOUNT
OUTSTANDING AGAINST THE LOAN SHALL BE EQUAL TO OR LESS THAN THE BALANCE IN THE
MONEY MARKET ACCOUNT NO. 2002173.

[X]  SECURITY: This note is separately      PURPOSE: The purpose of this loan is
secured by (describe separate document by   WORKING CAPITAL LINE OF CREDIT
type and date): SEPARATE SECURITY
AGREEMENT, CORPORATE GTY OF CORVU           SIGNATURES: I AGREE TO THE TERMS OF
CORPORATION, AND PERSONAL GTY OF DAVID C.   THIS NOTE (INCLUDING THOSE ON
CARLSON ALL DATED 12-02-04                  PAGE 2). 1 have received a copy on
                                            today's date.

(This section is for your Internal use.     CORVU NORTH AMERICA, INC.
Failure to list a separate security         /s/ DAVID C. CARLSON
document does not mean the agreement        ------------------------------------
will not secure this note.)                 DAVID C. CARLSON, CFO
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Signature for Lender


/s/ CLIFF JACOBSON
---------------------------------
CLIFF JACOBSON, VICE  PRESIDENT
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<PAGE>

DEFINITIONS:  As used on page 1, "|X|"  means the terms that apply to this loan.
"I," "me" or "my" means each  Borrower who signs this note and each other person
or legal entity (including  guarantors,  endorsers,  and sureties) who agrees to
pay this note (together  referred to as "us").  "You" or "your" means the Lender
and its successors and assigns.

APPLICABLE  LAW:  Minnesota law controls this note.  Any term of this note which
violates  Minnesota law is not  effective,  unless the law permits you and me to
agree to a variation.

      If any  provision  of this  agreement  is  unenforceable,  the rest of the
agreement remains in force. 1 may not change this agreement without your express
written consent Time is of the essence in this agreement.
COMMISSIONS  OR OTHER  REMUNERATION:  I understand  and agree that any insurance
premiums  paid to insurance  companies  as part of this note will involve  money
retained by you or paid back to you as commissions or other remuneration.

      In  addition,  I  understand  and agree that some other  payments to third
parties as part of this note may also involve money retained by you or paid back
to you as commissions or other remuneration.

PAYMENTS:  You will apply each payment I make on this note first to any amount I
owe you for charges which are neither interest nor principal. You will apply the
rest of each payment to any unpaid interest,  and then to the unpaid  principal.
If you and I agree to a different  application of payments, we will describe our
agreement on this note.

      I may prepay all or part of this loan without  penalty  unless we agree to
something  different on this note. Any partial prepayment I make will not excuse
or reduce any later  scheduled  payment until this note is paid in full (unless,
when I make the prepayment, you and I agree in writing to the contrary.

INTEREST:  Interest accrues on die principal remaining unpaid from time to time,
until paid in full. If you give me my loan money in more than one advance,  each
advance will start to earn interest only when I receive it.

      The interest rate in effect on this note at any time will apply to all the
money you advance at that time.  Regardless  of anything in this  document  that
might imply otherwise, I will not pay and you will not charge a rate of interest
that is  higher  than the  maximum  rate of  interest  you  could  charge  under
applicable law for the credit you give me (before or after maturity).

      If you send any erroneous notice of interest, we mutually agree to correct
it. If you collect more  interest  than the law and this  agreement  allow,  you
agree to refund it to me.

INDEX  RATE:  The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this Index, or the margin, that the rate
on this  note will be the same  rate you  charge on any other  loans or class of
loans to me or other borrowers.

ACCRUAL  METHOD:  You will  calculate  the amount of interest I will pay on this
loan using the  interest  rate and accrual  method on page 1 of this note.  When
calculating interest, you will use the accrual method to determine the number of
days  in a  "year."  If you do not  state  an  accrual  method,  you may use any
reasonable accrual method to calculate interest.

POST  MATURITY  RATE:  In  deciding  when the "Post  Maturity  Rate" (on page 1)
applies,  "maturity" means: 1.) The date of the last scheduled payment indicated
on page 1 of this  note,  or; 2.) The date you  accelerate  payment on the note,
whichever is earlier.

SINGLE  ADVANCE  LOANS:  If this is a single advance loan, you and I expect that
you will make only one advance of principal.  However, you may add other amounts
to the principal if you make any payments  described in the "PAYMENTS BY LENDER"
paragraph below.


<PAGE>

MULTIPLE  ADVANCE  LOANS:  If this is a multiple  advance loan, you and I expect
that you will make more than one  advance of  principal.  If this is  closed-end
credit,  I am not  entitled  to  additional  credit  if I  repay  a part  of the
principal.

PAYMENTS BY LENDER:  If you are  authorized  to pay, on my behalf,  charges 1 am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note. Or, you may demand immediate payment of the charges.
SET-OFF:  You may set off any amount due and payable under this note against any
right I have to receive money from you.

      "Right to receive money from you" means:

      (1)   any deposit account balance I have with you;

      (2)   any  money  owed  to me on an  item  presented  to  you  or in  your
            possession for collection or exchange; and

      (3)   any repurchase agreement or other nondeposit obligation.

      "Any  amount due and payable  under this note"  means the total  amount of
which you are  entitled  to demand  payment  under the terms of this note at the
time you set off.  This total  includes  any  balance the due date for which you
properly accelerate under this note.

      If  someone  who has not  agreed  to pay this  note  also owns my right to
receive  money from you your  set-off  right will  apply to my  interest  in the
obligation,  and to any other  amounts I could  withdraw  on my sole  request or
endorsement.

      Your set-off right does not apply to an account or other  obligation where
my rights are only as a representative. It also does not apply to any Individual
Retirement Account or other tax-deferred retirement account.

      You will not be liable for the  dishonor  of any check  when the  dishonor
occurs  because you set off this debt against one of my accounts.  I will assume
tile  liability  and relieve you of all  responsibility  for any such claim that
occurs if you set off this debt against one of my accounts.

REAL  ESTATE OR  RESIDENCE  SECURITY:  If I am giving  you any real  estate or a
residence that is personal property,  as security for this note, I have signed a
separate  security  agreement.   Default  and  your  remedies  for  default  are
determined by  applicable  law and by the security  agreement.  Default and your
remedies may also be  determined  by the  "Default"  and  "Remedies"  paragraphs
below,  to the extent they are not prohibited by law or contrary to the security
agreement.

DEFAULT: I will be in default if any of the following happen:

      (1)   I fail to make a payment on time or in the amount due;

      (2)   I fail to keep the property insured, if required;

      (3)   I fail to pay, or keep any promise,  on any debt or agreement I have
            with you;

      (4)   any  other  creditors  of mine  try to  collect  any debt I owe them
            through court proceedings;

      (5)   I die, am declared  incompetent,  make an assignment for the benefit
            of creditors,  or become  insolvent  (either  because my liabilities
            exceed my assets or I am unable to pay my debts as they become due);

      (6)   I make any written  statement or provide any  financial  information
            that is untrue or inaccurate when it was provided;

      (7)   I do or fail to do  something  which  causes you to believe that you
            will have difficulty collecting the amount I owe you;

      (8)   any  collateral  securing  this  note is used in a  manner  or for a
            purpose which threatens confiscation by a legal authority;

      (9)   I  change  my  name or  assume  an  additional  name  without  first
            notifying you;

      (10)  I fail to plant, cultivate and harvest crops in due season;

      (11)  any loan proceeds  are used for a purpose  that will  contribute  to
            excessive  erosion of highly  erodible land, or to the conversion of
            wetlands to produce an  agricultural  commodity,  as  explained in 7
            C.F.R. Part 1940, Subpart G, Exhibit M.


<PAGE>

REMEDIES: If I am in default on this note, you have, but are not limited to, the
following remedies:

      (1)   You may demand  immediate  payment of  everything  I owe under this
            note; this note;

      (2)   You may set off this debt against any right I have to the payment of
            money from you, subject to the terms of the "SET-OFF" paragraph;

      (3)   You may demand security,  additional security, or additional parties
            to be  obligated  to pay this note as a condition  for not using any
            other remedy;

      (4)   You may  refuse to make  advances  to me or allow me to make  credit
            purchases;

      (5)   You may use any remedy you have under state or federal law.

      If you choose one of these remedies,  you do not give up your right to use
any other  remedy  later.  By  waiving  your  right to  declare an event to be a
default, you do not waive your right to later consider the event as a default if
it continues or happens again.

COLLECTION  COSTS  AND  ATTORNEY'S  FEES:  I will pay all  costs of  collection,
replevin (an action for the recovery of property  wrongfully taken or detained),
or any other or similar type of cost if I am in default.

      In  addition,  if you hire an  attorney to collect  this note,  I will pay
attorney's fees plus court costs (except where prohibited by law). To the extent
permitted by the United States  Bankruptcy  Code, I will also pay the reasonable
attorney's fees and costs you are charged to collect this debt as awarded by any
court under the Bankruptcy Code's jurisdiction.

WAIVER: I give up my rights to require you to:

      (1)   demand payment of amounts due (presentment);

      (2)   obtain official certification of nonpayment (protest);

      (3)   give  notice  that  amounts  due  have  not  been  paid  (notice  of
            dishonor).

      I  waive  any  defenses  I have  based  on  suretyship  or  impairment  of
collateral.

OBLIGATIONS  INDEPENDENT:  I must pay this  note even if  someone  else has also
agreed to pay it (by, for example,  signing this form or a separate guarantee or
endorsement).

      You may sue me alone,  anyone else obligated on this note or any number of
us together,  to collect this note. You may do so without any notice that it has
not been paid (notice of dishonor).

      You may,  without  notice,  release  any  party to the  agreement  without
releasing any other party.

      If you give up any of your  rights,  with or without  notice,  it will not
affect my duty to pay this note.

      Any extension of new credit to any of us or renewal of this note by all or
less than all of us, will not release me from my duty to pay it. (Of course, you
are  entitled to only one payment in full.) You may extend this note or the debt
represented by this note, or any-portion of the note or debt,  from time to time
without  limit or notice.  You may do this without  affecting  my liability  for
payment of the note.


<PAGE>

      I will not assign my obligation  under this  agreement  without your prior
written approval.

FINANCIAL INFORMATION:  I will provide you, at your request,  accurate,  correct
and complete financial statements or information you need.
NOTICE:  Unless  otherwise  required  by law,  you will give any notice to me by
delivering  it or mailing it by first  class mail to my last known  address.  My
current  address is on page 1. I will  inform you in writing of any change in my
address. I will give any notice to you by mailing it first class to your address
stated on page 1 of this agreement, or to any other address you give me.
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<TABLE>
<CAPTION>
     DATE OF         PRINCIPAL     BORROWER'S     PRINCIPAL      PRINCIPAL   INTEREST      INTEREST     INTEREST
   TRANSACTION        ADVANCE       INITIALS       PAYMENTS       BALANCE      RATE        PAYMENTS       PAID
                                 (not required)                                                          THROUGH:
<S>                 <C>          <C>             <C>           <C>           <C>         <C>           <C>
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
                                                 $             $             $                      %  $
------------------  -----------  --------------  ------------  ------------  ----------  ------------  -----------
</TABLE>