OPTI Canada Inc.

Legal

OPTI Canada Inc.

WEBSITE TERMS AND CONDITIONS (Terms of Use)

WELCOME TO THE WEBSITE (the Website) OF OPTI CANADA INC. (OPTI).
PLEASE READ CAREFULLY ALL OF THE TERMS OF USE BEFORE PROCEEDING.
THESE TERMS OF USE WERE LAST UPDATED: December 17, 2004

This website is provided by OPTI, conditional upon your acceptance of the Terms of Use. By accessing and using the website, you agree to accept and abide by these Terms of Use. If you do not agree to accept and abide by these Terms of Use, you should not access or use this website.

This website does not constitute an offering under applicable securities legislation. All potential investors should seek independent information and advice from qualified investment professionals.

1. Changes to Terms and Conditions

OPTI has the right, in its sole discretion, to modify part or all of these Terms of Use at any time. Any change will be effective when notice of updated Terms of Use is posted above. Please review these Terms of Use frequently for updates. Your continued access or use of the website after any such changes are posted will constitute acceptance of these changes.

2. Proprietary Rights

All works, content and materials on this website, including without limitation, all information, text, design, graphics, images, drawings, photographs, code and software (the Materials) and all organization and presentation of the Materials which form a part of this Web Site are the exclusive property of OPTI or its licensors and are protected by intellectual property laws relating to copyrights, trade-marks, trade names, Internet domain names, trade dress and other proprietary rights. Nothing on this website shall be construed as providing, by implication, estoppel or otherwise any license to any proprietary or intellectual property rights in or to any of the Materials to you or any other party, except as expressly granted in these Terms of Use.

The trade-marks, service marks, logos, slogans and Internet domain names on the website are the exclusive property of OPTI or its licensors. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the owner of the property.

3. Permitted Uses

OPTI agrees to provide access to the website to you solely in accordance with the Terms of Use. In consideration therefor, you shall:

(a) not copy, reproduce, republish, upload, post, transmit, or distribute the Materials from the website in any way whatsoever except that you have the right to download one copy of the Materials on any single computer, for your personal, non-commercial use only, provided that you keep intact all copyright, trade-mark and proprietary notices;

(b) use the Materials solely for lawful purposes;

(d) not interfere with the security of, or otherwise abuse the website or any system resources, services or networks connected to or accessible through this website;

(e) only use this website if you are legally able to make binding contracts under applicable law; and

(f) acknowledge that the unauthorized use of the Materials may cause irreparable harm to OPTI and that in the event of an unauthorized use, OPTI shall be entitled to an injunction, in addition to any other remedies available at law or in equity, to prevent such irreparable harm and that the balance of convenience in preventing such use rests with OPTI.

4. Links

OPTI may provide links to Internet web sites of third parties for your convenience only. Because OPTI has no control over such sites and resources therein, you acknowledge and agree that OPTI is not responsible for the availability of such external sites or resources, does not endorse and is not responsible or liable for any content, advertising, products, or other materials or information on or available from any such sites or resources. You further acknowledge and agree that OPTI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

5. Forward-Looking Statements

Reserves and Resources Estimates: The estimates of resources and of economically recoverable bitumen reserves contained on this website are forward-looking statements. The estimates are based upon a number of factors and assumptions made as of the date on which the reserve and resource estimates were determined, such as geological and engineering estimates which have inherent uncertainties, the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of reserves are only attempts to define the degree of uncertainty involved. The estimates with respect to reserves and resources that may be developed and produced in the future have been based upon volumetric calculations and upon analogy to similar types of reserves and resources, rather than upon actual production history. Estimates based on these methods generally are less reliable than those based on actual production history. Subsequent evaluation of the same reserves and resources based upon production history will result in variations, which may be material, in the estimated reserves and resources.

Other Forward-Looking Statements: Certain statements contained herein are forward-looking statements, including statements relating to: OPTI's operations; anticipated financial performance; business prospects, expansion plans and strategies; OPTI's plans and expectations concerning the use and performance of the OrCrude™ process and other related technologies; the cost, development and operation of the Long Lake Project and OPTI's relationship with Nexen Inc. Forward-looking information typically contains statements with words such as "anticipate," "estimate," "expect," "potential," "could" or similar words suggesting future outcomes. Readers are cautioned not to place undue reliance on forward-looking information because it is possible that expectations, predictions, forecasts, projections and other forms of forward-looking information will not be achieved by OPTI. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties. A change in any one of these factors could cause actual events or results to differ materially from those projected in the forward-looking information. Although OPTI believes that the expectations reflected in such forward-looking statements are reasonable, OPTI can give no assurance that such expectations will prove to be correct. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties which could cause actual results to differ materially from those anticipated by OPTI and described in the forward-looking statements or information. The forward-looking statements are based on a number of assumptions which may prove to be incorrect. In addition to other assumptions identified herein, we have made assumptions regarding, among other things: market costs and other variables affecting operating costs of the Project; the ability of the Long Lake joint venture partners to obtain equipment, services and supplies, including labour, in a timely and cost-effective manner; the availability and costs of financing; oil prices and market price for the PSC™ output of the OrCrude™ Upgrader; foreign currency exchange rates and hedging risks; government regulations and royalty regimes; the degree of risk that governmental approvals may be delayed or withheld; other risks and uncertainties described elsewhere in this document or in OPTI's other filings with Canadian securities authorities.

Readers should be aware that the list of factors, risks and uncertainties set forth above are not exhaustive. Readers should refer to OPTI's current Annual Information Form, which is available at www.sedar.com, for a detailed discussion of these factors, risks and uncertainties. The forward-looking statements or information contained in this news release are made as of the date hereof and OPTI undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws or regulatory policies

6. Stock Price

All quotes are delayed at least 15 minutes unless otherwise stated and are believed to be accurate but are not guaranteed or warranted by OPTI.

7. Viruses

OPTI assumes no responsibility and shall not be liable to you or to any other party for any damages caused by any viruses, "Trojan horses", "worms", "cancelbots" or other harmful, disruptive or destructive files or computer programs that may infect your computer equipment or other property on account of your access to, use of or browsing on the website or your downloading of any the Materials from the website.

8. E-mail Communication

You may contact OPTI by e-mailing to info@opticanada.com or other OPTI e-mail addresses posted on the website. Please note that the Internet is not a fully secure medium and that any e-mail messages sent to info@opticanada.com or any other OPTI e-mail address posted on the website may be lost, intercepted or altered. OPTI shall not be liable for any damages arising from e-mail messages sent to info@opticanada.com or any other OPTI e-mail address posted on the website. With respect to any information provided to OPTI in e-mail messages sent to info@opticanada.com or any other OPTI email address posted on the website, you acknowledge and agree that:

(a) the information is not confidential;

(b) OPTI has no obligation regarding such information; and

9. Disclaimer

OPTI does not guarantee the completeness, currency, accuracy or reliability of any of the information contained in this website. You acknowledge and agree that any reliance upon any of the information on this website, including without limitation the Materials, shall be at your own risk and expense. OPTI does not guarantee that access to this website will be uninterrupted, accurate, or error-free or that the website or its server will be free of viruses or other harmful components and OPTI assumes no responsibility and shall not be liable for any damages to your computer equipment or other property on account of your access to, use of or browsing on the website or your downloading of any of the Materials from the website.

THIS WEBSITE AND ALL CONTENTS AND SOFTWARE ON THIS WEBSITE OR MADE AVAILABLE THROUGH THIS WEBSITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUALITY AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

10. Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEBSITE INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN. IN NO EVENT WILL OPTI, ITS AFFILIATES, AGENTS, LICENSORS, PARNTERS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, AGGRAVATED, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOSS OF OPPORTUNITY, LOSS OF INFORMATION OR DATA, LOSS OF REVENUE OR LOSS OF SAVINGS), EVEN IF OPTI, ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM, WHETHER IN AN ACTION IN CONTRACT OR TORT INCLUDING NEGLIGENCE, OR BASED ON A WARRANTY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE. OPTI'S AGGREGATE LIABILITY FOR ANY DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE SHALL NOT EXCEED $5.00 CANADIAN CURRENCY.

11. Indemnity

You agree at all times to indemnify, defend and hold harmless OPTI and its affiliates, agents, licensors, suppliers, and their respective directors and employees against all actions, claims proceedings, costs, demands, damages and liabilities whatsoever sustained, incurred or paid by OPTI directly or indirectly in respect of:

(a) any material, information or other content you provide on or through the website; or

(b) your, or any party that you are responsible for or who accesses or uses the website as a result of you, use or misuse of the Materials or the website, including, without limitation, infringement claims.

12. General

(a) The Terms of Use contain the entire agreement and understanding between OPTI and you with respect to the website and supersede any and all written and oral agreements previously existing between OPTI and you with respect to such subject matter.

(b) The website is controlled, operated and administered by OPTI from within the Province of Alberta, Canada. The website can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Alberta, by accessing the website, you acknowledge and agree that all matters relating to access to, or use of the website shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. You also agree and hereby submit to the exclusive jurisdiction and venue of the courts of the Province of Alberta and acknowledge that you do so voluntarily and are responsible for complying with local laws excluding conflicts of laws principles therein.

(c) OPTI's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(d) Should any part of the Terms of Use be declared invalid or unenforceable by a court of competent jurisdiction, this shall not affect the validity of any remaining portion and such remaining portion shall remain in full force and effect as if the invalid portion of the Terms of Use had been eliminated.

(e) The Terms of Use shall inure to the benefit of and be binding on OPTI and you, and OPTI and your permitted successors and assigns.

(f) The parties have requested that these Terms of Use and all documents relating thereto be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.

(g) All rights not expressly granted herein are reserved.