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                                                                  EXHIBIT 10.17


                                                                   CONFIDENTIAL



                                February 4, 2000

VIA FACSIMILE


Mr. James Carney
President and Chief Executive Officer
Bidder's Edge, Inc.
131 Middlesex Turnpike
Burlington, Massachusetts  01803

Dear Mr. Carney:

We are pleased to present you with the term sheet for the acquisition of
Bidder's Edge, Inc. by OpenSite Technologies, Inc. dated February 4, 2000.

The intent of the attached Term Sheet is to establish a foundation for
preparing and executing a Definitive Transaction Agreement (as defined below)
among the foregoing parties. The terms of the proposed transaction set forth
below are subject to the completion of legal, technical, financial and other
due diligence as well as the execution of the Definitive Transaction Agreement.
This Term Sheet is non-binding except for the provisions regarding Public
Disclosure, No Shop, Access and Cooperation and Expenses and Fees. Please
acknowledge your agreement to the terms set forth in the Term Sheet as the
basis on which we will prepare the Definitive Transaction Agreement and your
agreement to be bound by the Public Disclosure, No Shop, Access and Cooperation
and Expenses and Fees provisions by signing this letter below and returning a
copy to me by return fax to (919) 287-0310 no later than February 7, 2000.

Regards,

OPENSITE TECHNOLOGIES, INC.



Kip A. Frey
President and Chief Executive Officer


Acknowledged by:

Bidder's Edge, Inc.



By:  /s/ James Carney
    ---------------------------------------------
    James Carney
    Its: President and Chief Executive Officer



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                                  CONFIDENTIAL

                                   Term Sheet

               FOR THE ACQUISITION BY OPENSITE TECHNOLOGIES, INC.
                             OF BIDDER'S EDGE, INC.

                                February 4, 2000


         This Term Sheet sets forth in general terms the provisions under which
OpenSite Technologies, Inc. ("OpenSite") proposes to acquire all of the
outstanding shares of capital stock of Bidder's Edge, Inc., a Delaware
corporation ("Target"). The principal terms relating to such proposed
transaction (the "Transaction") are as follows:

STRUCTURE:                          OpenSite and Target will review the
                                    structure of the transaction consistent
                                    with the intention of the parties to
                                    maximize operational and tax efficiency.
                                    Shareholders of Target will receive
                                    OpenSite Common Shares (subject to pooling
                                    of interest limitations) in exchange for
                                    their Target Shares and OpenSite will
                                    assume all Target Options as described
                                    below. The Parties will enter into a merger
                                    agreement with customary terms, including
                                    representations, warranties (which
                                    representations and warranties shall be
                                    identical for each party with respect to
                                    its business) and indemnifications, the
                                    survival of which will conform to the
                                    requirements for "pooling of interests"
                                    accounting treatment.

SHARE CONSIDERATION:                The aggregate purchase price for all
                                    outstanding Target Common Shares, Target
                                    Preferred Shares and Target Common Shares
                                    issuable as of the date of the Definitive
                                    Transaction Agreement upon exercise or
                                    conversion, as the case may be, of
                                    outstanding vested Target Options or other
                                    rights to acquire Target Common Shares,
                                    with cash paid for fractional shares, will
                                    be 8,941,307 shares of OpenSite Common
                                    Stock (which represents 23% of the issued
                                    and outstanding capital stock and awarded
                                    options of OpenSite as of January 28, 2000
                                    plus the OpenSite Common Stock issued in
                                    the Transaction).



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TAX AND ACCOUNTING TREATMENT:       The Transaction is intended to qualify as a
                                    tax-free reorganization, and as a "pooling
                                    of interests" for accounting purposes.

TREATMENT OF TARGET OPTIONS:        OpenSite will assume the Target Options and
                                    the Target Option Plans, with adjustments
                                    to the exercise price and number of shares
                                    to preserve the spread between exercise
                                    price and market value of the target shares
                                    as of the Definitive Transaction Agreement
                                    and reflect the OpenSite Common Shares
                                    exchange ratio, and otherwise with
                                    substantially the same terms as the
                                    OpenSite Stock Option Plan. OpenSite will
                                    convert existing Target Incentive Stock
                                    Options and Non-Qualified Stock Option
                                    Programs into comparable OpenSite Programs.

EMPLOYMENT AGREEMENTS:              OpenSite will require employment agreements
                                    with James Carney ("Carney"), Kimbo Mundy
                                    and Peter Leeds and other identified
                                    employees mutually agreeable to both
                                    parties (collectively, the "Key Employees")
                                    as a condition of closing the Transaction.
                                    These employment agreements will include
                                    customary provisions regarding termination
                                    by OpenSite without cause and constructive
                                    termination. "Constructive temination"
                                    shall include the change of the Key
                                    Employee's principal place of work for
                                    OpenSite, without his consent, to a
                                    location more than 50 miles from the
                                    current principal office of Target. If Key
                                    Employee is terminated without cause or by
                                    constructive termination, all OpenSite
                                    Common shares subject to forfeiture and all
                                    unvested stock options held by such Key
                                    Employee shall become fully vested (subject
                                    to forfeiture of such shares and options so
                                    vested if the Key Employee breaches his
                                    non-disclosure or non-competition covenants
                                    with OpenSite). In addition, Carney's
                                    employment agreement will provide that
                                    Carney shall become vice president
                                    responsible for the continued operations of
                                    Target's business, with Carney reporting
                                    directly to the president and CEO of
                                    OpenSite. Any material reduction in
                                    Carney's responsibilities will be
                                    considered a constructive termination by
                                    OpenSite. Target employees who become
                                    employees of OpenSite will participate in
                                    OpenSite's Stock Option Plan and any other
                                    employee benefit plans available to
                                    OpenSite employees generally.

NON-COMPETITION AGREEMENTS:         All Target employees who become employees
                                    of OpenSite will agree to enter into
                                    OpenSite's standard Employee
                                    Confidentiality and Proprietary Rights
                                    Agreement. In addition, the Key Employees
                                    will agree to enter into non-competition
                                    agreements with OpenSite which will provide
                                    for non-competition during the



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                                    term of employment and for one (1) year
                                    thereafter. The Key Employees of Target,
                                    who do not become OpenSite employees will,
                                    concurrent with the execution of the
                                    Definitive Transaction Agreement, enter
                                    into one (1) year non-competition
                                    agreements which will be effective at the
                                    time of the Closing.

SIGNING DATE; CLOSING DATE:         The parties' objective is to execute the
                                    Definitive Transaction Agreement as soon as
                                    reasonably possible but not later than
                                    March 15, 2000 and to close the Transaction
                                    not later than April 15, 2000. As used
                                    herein, "Definitive Transaction Agreement"
                                    shall include, in addition to the
                                    Definitive Transaction Agreement, any and
                                    all employment agreements, noncompetition
                                    agreements, and other ancillary agreements
                                    and documents that may be contemplated by
                                    the Definitive Transaction Agreement.

REGISTRATION OF OPENSITE SHARES:    Subject to pooling of interest limitations,
                                    shareholders of Target will receive demand
                                    and piggyback registration rights (subject
                                    to underwriters' cutbacks) on a pari passu
                                    basis with the holders of OpenSite's Series
                                    C Preferred Stock. Subject to pooling of
                                    interest limitations, shareholders of
                                    Target also will receive during the period
                                    beginning 7 months from the effective date
                                    of OpenSite's IPO and ending 1 year after
                                    the effective date of such IPO, one demand
                                    registration right if OpenSite has not
                                    conducted or has not held an organizational
                                    meeting for a secondary or selling
                                    shareholder offering (with the sharholders
                                    having the right to participate in such
                                    offering through piggyback registration
                                    rights whose exercise shall be independent
                                    of the piggyback registration rights of the
                                    other shareholders of OpenSite, but subject
                                    to underwriters' cutbacks on a pro-rata
                                    basis with other shareholders of OpenSite);
                                    provided, however, no individual
                                    shareholder of Target may demand
                                    registration pursuant to any such
                                    registration statement for an amount of
                                    shares which would exceed the volume
                                    permitted under Rule 144(e).

PUBLIC DISCLOSURE:                  Neither party will make any public
                                    disclosure concerning the matters set forth
                                    in this Term Sheet or the negotiation of
                                    the proposed Transaction without the prior
                                    written consent of the other party. If and
                                    when a party desires to make any such
                                    public disclosure, such party will give the
                                    other party an opportunity to review and
                                    consent to any such disclosure in advance
                                    of public release, which consent will not
                                    be unreasonably withheld or delayed.
                                    Notwithstanding anything to the contrary
                                    herein, to the extent that OpenSite or
                                    Target is advised by their respective
                                    counsel that disclosure of the matters set
                                    forth in this Term Sheet



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                                    is required by applicable laws or
                                    securities exchange requirements, then
                                    OpenSite or Target, as the case may be,
                                    shall provide the other party reasonable
                                    prior notice of such disclosure as well as
                                    an opportunity to review and comment on
                                    such disclosure in advance of public
                                    release.

NO SHOP:                            Until the earlier of (the "No Shop
                                    Period"): (i) the signing of the Definitive
                                    Transaction Agreement, (ii) the date on
                                    which OpenSite advises the Target in
                                    writing that OpenSite does not wish to
                                    proceed with the proposed Transaction, or
                                    (iii) March 15, 2000, neither Target nor
                                    any affiliate of Target nor any officer,
                                    director, employee or principal stockholder
                                    thereof, will, directly or indirectly,
                                    solicit, encourage, provide any information
                                    to, or enter any agreement with any entity
                                    or person other than OpenSite concerning
                                    any sale or acquisition of all or any
                                    material number of the shares or assets of
                                    Target or any merger of Target or any
                                    subsidiary of Target or any sale of any
                                    material assets or any sale of any shares
                                    of Target other than pursuant to presently
                                    outstanding options, warrants or other
                                    convertible securities.

                                    During the No Shop Period, neither OpenSite
                                    nor any affiliate of OpenSite nor any
                                    officer, director, employee or principal
                                    stockholder thereof, will, directly or
                                    indirectly, solicit, encourage, provide any
                                    information to, or enter into any agreement
                                    with any entity or person other than Target
                                    concerning any acquisition of all or any
                                    material number of shares or assets of any
                                    competitor of Target, except that OpenSite
                                    may engage in discussions with
                                    AuctionWatch.com as long as such
                                    discussions do not address specific terms
                                    of a merger or acquisition with
                                    AuctionWatch.com.

ACCESS AND COOPERATION              Unless the Transaction is sooner
                                    terminated, for a period of 30 days after
                                    the date of this Term Sheet, Target shall
                                    ensure that OpenSite and its
                                    representatives will have full access to
                                    Target and its officers, counsel,
                                    investment bankers, auditors, books and
                                    records; full opportunity to investigate
                                    Target's titles to property and the
                                    condition and nature of its assets,
                                    business and liabilities; and full
                                    opportunity to review Target's business
                                    plan with key officers of Target.

                                    Unless the Transaction is sooner
                                    terminated, for a period of 30 days after
                                    the date of this Term Sheet, OpenSite shall
                                    ensure that Target and its representatives
                                    will have full access to OpenSite and its
                                    officers, counsel, investment bankers,
                                    auditors, books and records; full
                                    opportunity to investigate OpenSite's
                                    titles to



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                                    property and the condition and nature of
                                    its assets, business and liabilities; and
                                    full opportunity to review OpenSite's
                                    business plan with key officers of
                                    OpenSite.

PRINCIPAL CONDITIONS:               Target shareholders and Board must have
                                    approved the Definitive Transaction
                                    Agreement; OpenSite's Board must have
                                    approved the Definitive Transaction
                                    Agreement; OpenSite shall have received a
                                    letter from its outside auditors that the
                                    Transaction qualifies for pooling of
                                    interests treatment; OpenSite shall have
                                    received a letter from the Target's outside
                                    auditors that Target is poolable; the
                                    Transaction shall be treated as a tax free
                                    exchange; no injunction or order must be
                                    threatened or in effect by any governmental
                                    agency prohibiting the Transaction; the
                                    employment agreements, the non-competition
                                    agreements, and any other ancillary
                                    agreements contemplated by the Definitive
                                    Transaction Agreement must be in place;
                                    shareholders of Target exercising
                                    dissenters' rights shall own less than five
                                    percent (5%) of Target's outstanding
                                    shares; the representations and warranties
                                    of the parties in the Definitive
                                    Transaction Agreement must have been true
                                    and correct in all material respects when
                                    made; Target has provided audited financial
                                    statements for its last three (3) fiscal
                                    years; and all covenants of the parties in
                                    the Definitive Transaction Agreement
                                    required to be satisfied prior to Closing
                                    must have been satisfied.

FOUNDER'S STOCK                     If the transaction is not structured as a
                                    pooling of interests, then the OpenSite
                                    Common shares issued to the Key Employees
                                    of Target will be subject to the following
                                    forfeiture provisions:

<TABLE>
<CAPTION>
                                    If Employment Is Terminated:                          Amount Forfeited
                                    ----------------------------                          ----------------
                                    <S>                                                   <C>
                                    Within 180 days of Closing                                     50%
                                    After 180 days but within 216 days of Closing                  42%
                                    After 216 days but within 252 days of Closing                  34%
                                    After 252 days but within 288 days of Closing                  26%
                                    After 288 days but within 324 days of Closing                  18%
                                    After 324 days but within 360 days of Closing                   9%
                                    After 360 days of Closing                                       0%
</TABLE>

TERMINATION:                        The Definitive Transaction Agreement may be
                                    terminated by mutual consent of the
                                    parties, or by either party if the
                                    Transaction: (a) has not been consummated
                                    by April 15, 2000;



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                                    (b) is enjoined by a court or a
                                    governmental body; (c) cannot be
                                    consummated due to a breach of any
                                    representation, warranty, covenant or
                                    agreement on the part of the other party;
                                    (d) is disapproved by the Target
                                    shareholders; or (e) shareholders of Target
                                    exercising dissenters' rights own more than
                                    five percent (5%) of Target's outstanding
                                    shares.

EXPENSES AND FEES:                  Generally, OpenSite, on the one hand, and
                                    the shareholders of Target, on the other
                                    hand, will each bear their own fees and
                                    expenses; provided, however, that in the
                                    event the parties consummate the
                                    Transaction substantially according to the
                                    terms of this Term Sheet, OpenSite will pay
                                    Target's actual out of pocket expenses in
                                    an amount up to one hundred thousand
                                    dollars ($100,000).

INDEMNIFICATION OF OPENSITE:        Target's shareholders will jointly and
                                    severally indemnify and hold OpenSite and
                                    its officers, directors and affiliates
                                    harmless from and against certain losses or
                                    liabilities that may be suffered by
                                    OpenSite due to any breach of any provision
                                    of the Definitive Transaction Agreement or
                                    any ancillary document. This
                                    indemnification survives until the earlier
                                    of one (1) year after closing of the
                                    Transation or when OpenSite publishes
                                    audited financial statements which include
                                    combined results of OpenSite and Target.

                                    Ten percent (10%) of the OpenSite Shares to
                                    be issued to each Target shareholder (the
                                    "Holdback Shares") will be pledged to and
                                    held by an independent escrow agent to
                                    secure the indemnification obligations and
                                    will be released from escrow at the
                                    expiration of the indemnification period.
                                    Absent fraud or intentional misconduct,
                                    each Target shareholder's liability is
                                    limited to the amount of such shareholder's
                                    Holdback Shares. Notwithstanding the
                                    forgoing, OpenSite can only collect on
                                    indemnity claims if they exceed a $250,000
                                    "basket," in which case the claims are paid
                                    in full without regard to the basket.
                                    Indemnification claims will be satisfied in
                                    shares of OpenSite stock and recourse to
                                    the Holdback Shares will be OpenSite's
                                    exclusive remedy for breaches (other than
                                    fraud or intentional misconduct) of the
                                    Definitive Transaction Agreement or any
                                    ancillary documents. The E-Bay litigation
                                    currently pending against Target will be
                                    excluded from indemnification by Target's
                                    shareholders.



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                                    A breach of any representation or warranty
                                    by OpenSite also will be subject to a
                                    $250,000 "basket" and will be subject to
                                    aggregate limitation of $10,000,000.

RESTRICTIONS ON TRANSFER:           Sales of OpenSite Shares by Affiliates of
                                    Target will be restricted under the pooling
                                    of interests rules until OpenSite has
                                    released post-Closing financial statements
                                    with at least thirty (30) days of combined
                                    financial results which shall occur as soon
                                    as reasonably practicable after Closing. In
                                    addition, sale of OpenSite shares will be
                                    otherwise limited under Rule 144.

VOTING AGREEMENT:                            Target's and OpenSite's officers,
                                    directors, principal shareholders and
                                    Preferred Stockholders hold in excess of
                                    the required vote to approve the
                                    Transaction, and they will execute an
                                    agreement to vote their shares in favor of
                                    the Transaction.

BOARD SEAT:                         One designee of the Target founders and one
                                    designee of Landmark Communications will be
                                    elected to the Board of Directors of
                                    OpenSite and, consistent with other
                                    contractual rights of investors to have
                                    directors on OpenSite's Board of Directors,
                                    shall be re-elected until the first annual
                                    meeting of shareholders of OpenSite
                                    following its initial public offering. The
                                    OpenSite Board of Directors will be
                                    increased to nine (9) members. OpenSite
                                    will take all actions reasonably necessary
                                    to ensure the election of the Target board
                                    members in accordance with the above.

GOVERNING LAW:                      This Term Sheet shall be governed by
                                    Delaware law without regard to principles
                                    of conflicts of laws.



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