EXHIBIT 10.5

                         AMENDED AND RESTATED TERM SHEET

THIS AMENDED AND RESTATED  TERM SHEET DATED  JANUARY 31, 2005 (THE "TERM SHEET")
REPLACES AND  SUPERCEDES  THE TERM SHEET DATED DECEMBER 21, 2004, AND SUMMARIZES
THE BASIC  TERMS AND  CONDITIONS  ON WHICH  COMVEST  INVESTMENT  PARTNERS II LLC
("COMVEST")  PROPOSES TO INVEST  $6,500,000  OF  FINANCING  CONSISTING  OF (I) A
$1,500,000  INVESTMENT IN SENIOR  SECURED NOTES AND WARRANTS,  (II) A $1,700,000
INVESTMENT IN CONVERTIBLE  PREFERRED STOCK AND WARRANTS,  AND (III) A $3,300,000
INVESTMENT IN COMMON STOCK AND PROTECTION  WARRANTS (THE  "FINANCING")  IN CORVU
CORPORATION (THE "COMPANY").

THIS TERM SHEET IS NOT A COMMITMENT BY COMVEST TO CONSUMMATE THE  FINANCING;  IT
IS FOR  DISCUSSION  PURPOSES  ONLY  EXCEPT AS SET FORTH  BELOW,  AND COMVEST MAY
TERMINATE DISCUSSIONS AT ANY TIME WITHOUT LIABILITY OR OBLIGATION TO COMVEST.

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FINANCING

FINANCING TERMS:        The Financing shall be in the form of a (i)  a
                        $1,500,000   loan  (the   "Loan"),   (ii)  a  $1,700,000
                        preferred  stock and warrant  investment (the "Preferred
                        Investment")  and (ii) a  $3,300,000  equity  investment
                        (the  "Equity  Investment").  In  consideration  for the
                        Loan,   the  Company  shall  issue  to  ComVest,   or  a
                        subsidiary  of ComVest,  at the  closing,  a  $1,500,000
                        senior  secured note having the terms set forth below In
                        consideration for the Preferred Investment,  the Company
                        shall  issue  ComVest   17,000  shares  of   Convertible
                        Preferred  Stock,  par value $100 per share,  having the
                        terms  set  forth   below,   and  warrants  to  purchase
                        3,400,000  shares of the  Company's  Common  Stock at an
                        exercise  price  of  $.50  per  share  (the   "Preferred
                        Warrants").  In consideration for the Equity Investment,
                        the Company  shall issue to ComVest,  or a subsidiary of
                        ComVest,  at the  closing,  22,000,000  shares of Common
                        Stock  (the  "Shares").  In  addition  to the  Preferred
                        Warrants, the Company shall issue to ComVest warrants to
                        purchase  2,000,000 shares of the Company's common stock
                        on  the  terms  set  forth   herein   (the   "Protection
                        Warrants").

                        It is expected  that the closing of the  Financing  will
                        occur on or about February 4, 2005.

TERMS OF THE PREFERRED
WARRANTS AND PROTECTION
WARRANTS:               The Company  shall  issue  five-year  Preferred
                        Warrants to purchase  3,400,000  shares of Common Stock,
                        and five-year  Protection Warrants to purchase 2,000,000
                        shares of Common  Stock,  both  Preferred  Warrants  and
                        Protection  Warrants  having an exercise  price equal to
                        $.50 (the  "Exercise  Price").  The  shares to be issued
                        upon such  exercise are  hereinafter  referred to as the
                        Warrant   Shares.   The   Preferred   Warrants  and  the
                        Protection  Warrants shall contain (a) cashless exercise
                        provisions  and  (b)  full-ratchet   anti-dilution  with
                        regard  to the  Exercise  Price,  but  no  anti-dilution
                        adjustment  with regard to the number of Warrant Shares,
                        and  other   standard   anti-dilution   protection   for
                        issuances below the Exercise Price, provided,  that only
                        issuances  for fair value agreed upon by the majority of
                        the Company's  entire board of directors in the exercise
                        of the  directors'  fiduciary  duties  may  trigger  any
                        anti-dilution  protection;  further  provided,  that the
                        following  issuances will not trigger any  anti-dilution
                        protection: (i) issuances of shares of Common Stock upon
                        exercise  of options,  warrants or other stock  purchase
                        rights or conversion rights (including,  but not limited
                        to,  issuances of shares of Common Stock upon conversion
                        of Series B Preferred Stock)  outstanding at the time of
                        the  signing  of this  Term  Sheet;  (ii)  issuances  of
                        options,  restricted stock, stock appreciation rights or
                        other  awards  granted  and to be granted to  employees,
                        officers,  directors  and  consultants  of  the  Company
                        pursuant to a stock  option plan  approved by a majority
                        of the Company's entire board of directors and issuances
                        of shares of Common Stock upon exercise of such wards in
                        accordance with the terms of such plan;  (iii) issuances
                        in connection with mergers, acquisitions, joint ventures
                        or other  transactions with an unrelated party in a bona


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                        fide   transaction   the   purpose   of   which  is  not
                        fundraising;  (iv) issuances at fair market value to the
                        Company's suppliers,  consultants and other providers of
                        services  and goods not to  exceed  $100,000  to any one
                        person or  entity,  and not to exceed  an  aggregate  of
                        $250,000,  in any fiscal year without the prior  consent
                        of  ComVest;   and  (v)   issuances   of  options   (the
                        "Replacement  Options") to Justin  MacIntosh at the then
                        fair market value in  replacement of options held by Mr.
                        MacIntosh  at the time of the  closing of the  Financing
                        upon their  expiration and issuances of shares of common
                        stock upon  exercise  of any such  Replacement  Options,
                        provided,  that  such  Replacement  Options  have  to be
                        issued in accordance  with the  Company's  then existing
                        stock  option plan and  approved by the  majority of the
                        Company's  Compensation  Committee  and by the Company's
                        Board of Directors.

                        In  addition,   the  Protection  Warrants  shall  become
                        exercisable only if (a) ComVest owns more than 5,000,000
                        shares of the  Company's  Common Stock and (b) less than
                        two Designees (as that term is defined below) of ComVest
                        are members of the Company's Board of Directors  despite
                        the Designees  having voted for their own  nomination or
                        the  nomination  of  replacement  Designees  and despite
                        ComVest  having  voted all of its shares in favor of the
                        election  of the  Designees  to the  Company's  Board of
                        Directors.

Terms of the Note:

        Interest Rate:  The Note shall bear  interest at 6% per annum, payable
                        quarterly in cash,  for the first year, 9% per annum for
                        the second year, and 12% per annum for the third year.

        Maturity:       The  Maturity  Date  shall be the  earlier of (i) 36
                        months from the date of issuance,  or (ii) upon a merger
                        or a combination  of the Company or the sale of all or a
                        substantial  part of the assets of the  Company or (iii)
                        upon the  acquisition by the purchase by a single entity
                        or person or  Section  13D group of more than 50% of the
                        voting power or interest of the Company.

        Prepayment:     The Note may be prepaid,  in whole or in part, at any
                        time,  and the  Company  must  use at  least  50% of the
                        proceeds of any  issuance of  securities  by the Company
                        (subject to certain  exclusions)  to repay the Note,  in
                        each case without penalty or premium.

        Security/
        Ranking:        The Note shall be secured by  substantially all of the
                        assets  of the  Company  and  shall  rank  senior to any
                        existing or future indebtedness of the Company.

        Covenants:      The Note shall  contain  certain  affirmative  and
                        negative covenants including  restrictions on incurrence
                        of  debt  or  redemption  of   securities,   payment  of
                        dividends, mergers, increases in executive compensation,
                        related party transactions, etc., to be agreed to by the
                        parties.  The only financial  covenant shall be that the
                        Company  shall  maintain a cash balance of not less than
                        $750,000.


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        Default
        Provisions:     The Note shall contain  standard  default
                        provisions to be agreed to by the parties including as a
                        result of cross-defaults,  certain litigation, filing of
                        bankruptcy, etc.

TERMS OF THE PREFERRED STOCK:

        Dividends:      6% per annum for the first 12 months,  9% per annum
                        for  the  second  year,  and  12%  thereafter,   payable
                        quarterly in cash,

        Conversion
        Price:          The  Conversion  Price  shall  be $.50 per
                        share, subject to anti-dilution adjustments as set forth
                        below.

        Optional
        Conversion:     Each Preferred  Share shall convert,  at the election of
                        the  holder,  into the number of shares of Common  Stock
                        determined  by  dividing  (A) the  stated  value  of the
                        Preferred Shares by (B) the Conversion Price. The number
                        of  shares  to  be  issued  upon  such   conversion   is
                        hereinafter referred to as the Conversion Shares.


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        Liquidation
        Preference:     Each  Preferred  Share  shall have a stated  value of
                        $100.00 per share and shall be  entitled to receive,  in
                        preference to holders of common stock and the holders of
                        any  shares  of  preferred  stock,  an  amount  equal to
                        $150.00  per share  (the  "Liquidation  Preference").  A
                        merger or consolidation,  where existing stockholders do
                        not  retain  more  than  50%  of  the  voting  power  or
                        interest,  a sale  of all or a  substantial  part of the
                        Company's  assets,  or an  acquisition of 50% or more of
                        the voting  power or interest in the Company by a single
                        person  or  Section  13D  group  shall be deemed to be a
                        liquidation for purposes hereof.

        Optional
        Redemption:     The  Company  shall  have the  right to redeem  the
                        Preferred  Shares,  at any time,  upon 10 business  days
                        prior written notice. In addition,  the Company shall be
                        obligated to redeem the  Preferred  Shares,  from 50% of
                        the gross  proceeds  received  by the  Company  from the
                        issuance of any new equity or debt securities.

        Ranking:        There  shall  not exist  and the  Company  shall not
                        hereafter  create or authorize  any other stock  ranking
                        senior to, or pari passu  with,  the  Preferred  Shares,
                        other than the existing  outstanding shares of preferred
                        stock.

        Anti-dilution:  Same as the Preferred Warrants.

        Voting Rights:  The  holders  of  Preferred  Shares  shall  be
                        entitled to one vote per share of Common Stock  issuable
                        upon  conversion of the Preferred  Shares on all matters
                        submitted to a vote of stockholders of the Company.

        Covenants:      Covenants with respect to use of proceeds,  access
                        to books and  records,  delivery  of  monthly  financial
                        statements,  etc.  to  be  mutually  agreed  to  by  the
                        parties.


MISCELLANEOUS TERMS:


        Registration
        Rights:         One  demand   registration  right  and unlimited
                        piggyback registration rights.

        Board
        Composition:    ComVest  will have the right to  designate two re-
                        presentatives  for  election to the  Company's  Board of
                        Directors  (the  "Designees"),  both of which  shall not
                        have been  involved  in any of the  events  set forth in
                        Item 401(f) of Regulation  S-K during the last ten years
                        and  shall  be  qualified  to serve  as  directors  of a
                        reporting  company under the Securities  Exchange Act of
                        1934, as amended,  according to the  assessment  made by
                        the  Company's  Governance/Nominating  Committee  and at
                        least one of which shall satisfy the Nasdaq requirements
                        as  an  "independent"   director.   Such   "independent"
                        director Designee shall be appointed to the Compensation
                        Committee,  and any future increases in the compensation
                        of the CEO, or additional grants of options, to the CEO,
                        shall  only be  approved  by  unanimous  consent  of the
                        Compensation  Committee except as otherwise  provided in
                        this Term Sheet with  regard to  Replacement  Options to
                        Justin MacIntosh.  The Company will use its best efforts
                        to have the Designees nominated and elected to the Board
                        of Directors.


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        Pre-emptive
        Rights:         In the event that the Company shall seek to issue any
                        additional  shares of Common  Stock or other  securities
                        convertible  into or  exchangeable  for shares of Common
                        Stock,  at a time when ComVest owns more than  5,000,000
                        shares of the Company's Common Stock, then ComVest shall
                        have the right to  purchase  such  number of  securities
                        from  the  Company,  on the  same  terms  as then  being
                        offered  by the  Company,  so as to  maintain  its  then
                        percentage ownership in the Company.

        Other
        Covenants:      The Company shall covenant for a period equal to the
                        shorter of (i) three years from the closing, and (ii)
                        such time as ComVest owns less than 5,000,000 shares of
                        the Company's Common Stock, not to issue or sell any
                        shares of Common Stock, or any securities convertible or
                        exchangeable into Common Stock, for an effective per
                        share price of less than $.25, without the prior
                        approval of ComVest.

                        The   Company   shall   also  agree  not  to  incur  any
                        indebtedness  for  borrowed  money  other  than an asset
                        based senior line of credit  without the prior  approval
                        of ComVest.

                        ComVest  agrees not to undertake  any actions  involving
                        ComVest or another entity  affiliated with or controlled
                        by ComVest to take the Company private,  including,  but
                        not limited to, selling all or substantially  all of the
                        Company's  assets,  merging  the  Company,  or any other
                        transaction  with  similar  economic   effects,   unless
                        ComVest has received the prior written consent of Justin
                        MacIntosh  to any such  proposed  actions,  it being the
                        understanding  of the parties  that ComVest is committed
                        in principle to continuing the Company's  operation as a
                        publicly held company.

        Shareholders
        Agreement:      Justin  MacIntosh and his affiliates (other  than  Avant
                        Air and his wife Delia  MacIntosh)  shall  have  entered
                        into a  shareholders  agreement  with ComVest,  on terms
                        acceptable to Mr. MacIntosh and ComVest,  which provides
                        that Mr. MacIntosh and such affiliates shall not sell or
                        otherwise  transfer  any of their shares of Common Stock
                        without  offering  ComVest the  opportunity  to sell the
                        same  percentage  number of shares on the same terms. In
                        addition,  Mr.  MacIntosh and such affiliates will agree
                        that until the Shares  are fully  registered  and freely
                        tradable,  he  will  not  sell,  transfer  or  otherwise
                        dispose  of any  securities  of the  Company  in an open
                        market trade.

CONDITIONS TO CLOSING:  Subject  to  the   satisfaction  of ComVest's  due
                        diligence  investigation  of  the  Company,   including,
                        without limitation,  the Company's financial statements,
                        projections, cash burn rate, business prospects, capital
                        structure, contractual arrangements, and other customary
                        conditions.


                        There   shall  be   outstanding   (i)  not   more   than
                        approximately  24 million shares of Common Stock and not
                        more  than  600,000   shares  of  Series  B  Convertible
                        Preferred   Stock;   (ii)  options  to  purchase  up  to
                        approximately 4.1 million shares of Common Stock granted
                        to employees  under the Company's  stock option plan and
                        options to  purchase  up to  approximately  1.4  million
                        shares of Common Stock  granted to employees  outside of
                        the  Company's  stock option plan,  at average  exercise
                        prices  ranging  from $.91 to $1.58,  (iii)  warrants to
                        purchase up to  1,400,000  shares of Common  Stock at an
                        exercise  price of $.20,  and (iv)  warrants to purchase
                        not more than  2,805,275  shares  of Common  Stock at an
                        average exercise price of $1.71. The number of shares of
                        Common Stock under (i) above does not include  shares of
                        Common Stock issued or to be issued to Justin  MacIntosh
                        and  members of his family upon  conversion  of Series B
                        Preferred  Stock and upon  conversion of their remaining
                        outstanding debt.


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                        There  shall be no debt  outstanding,  other than as set
                        forth in the Company's most recent public  filings,  and
                        accounts  payable,  trade  payables  and  capital  lease
                        obligations incurred in the ordinary course of business.

                        Justin  MacIntosh  and members of his family  shall have
                        converted  their shares of Series B Preferred Stock into
                        Common  Stock on the terms  set forth in such  preferred
                        stock,   and  shall  convert  all  of  their   remaining
                        outstanding   debt   into  the   terms  of  the   Equity
                        Investment.

                        The Company shall have  obtained key man life  insurance
                        on the life of Justin MacIntosh in the amount of between
                        $2,500,000   and   $5,000,000,   subject  to  reasonable
                        availability,  costs  and  terms  of such  insurance  as
                        approved by Justin MacIntosh.

                        The Company's  Board of Directors  shall have  increased
                        the number of  directors  by two and shall have  elected
                        the two Designees as additional directors.

                        There   being  no  material   adverse   changes  in  the
                        operations  or financial  situation of the Company or in
                        the capital or stock markets in general.


FEES:                   Upon the closing of the Financing, the Company shall pay
                        to ComVest a cash fee equal to $240,000,.

RIGHTS UPON TERMINATION:Provided   that  the   Company  is proceeding  in  good
                        faith  at  all  times,  including,  without  limitation,
                        providing  all  due  diligence  materials  requested  by
                        ComVest,  ComVest shall have until  February 11, 2005 to
                        close  the  Financing.  In the  event  that the  Company
                        elects not to proceed with the  Financing  prior to such
                        date without  cause,  or fails to proceed in good faith,
                        then  in  addition  to  any   reimbursement   of  actual
                        reasonable out-of-pocket expenses, the Company shall pay
                        to ComVest a financial  advisory and  structuring fee of
                        $500,000 which shall, at ComVest's option, be payable in
                        cash or shares of Common Stock valued at $.25 per share.
                        In the event  ComVest has  informed  the Company that it
                        will not close the Financing by February 11, 2005, or in
                        the event  ComVest has not closed the  Financing and has
                        not made its investment in accordance  with the previous
                        terms by February 11, 2005,  despite the Company  acting
                        in good faith to close the Financing,  then the terms of
                        this  provision  will expire and CorVu will not have any
                        further obligations to ComVest under this Term Sheet.


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The foregoing  Term Sheet when executed by the parties below shall  constitute a
letter of intent  between  ComVest  and the Company  and the  intention  by both
parties  (subject  to  the  completion  to its  satisfaction  of  ComVest's  due
diligence   review)   to  proceed   with  the   transaction   described   above.
Notwithstanding  the foregoing,  the provisions of the section  entitled "Rights
Upon Termination" above shall be a binding obligation of the Company. By signing
this Term Sheet,  the Company  represents  that the execution of this Term Sheet
does not  conflict  with any  other  agreement,  and  that  the  Company  is not
obligated  to pay any fee to any  other  person  or  entity  as a result  of the
Financing.  The validity and interpretation of this Term Sheet shall be governed
by New York law.

If the  foregoing  is  acceptable,  please sign a copy of this Term Sheet in the
space  provided  below and  return  the copy to the  undersigned  no later  than
January 31,  2005.  If an executed  copy of the Term Sheet is not received on or
prior to such  date,  this Term Sheet  shall be void and of no further  force or
effect.


                            Very truly yours,

                            ComVest Investment Partners II LLC



                            By:  /s/ Carl Kleidman


Confirmed and Agreed To:

CorVu Corporation

By:      /s/ David C. Carlson
         Chief Financial Officer