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<br />NEW ISSUE
<br />BOOK-ENTRY ONLY
<br />
<br />RATINGS:
<br />
<br />[TO COME]
<br />
<br />In the opinion of Dorsey & Whitney LLP, Bond Counsel, under current law, assuming compliance by Cass County,
<br />North Dakota and Essentia Health with the covenants contained in the Bond Indenture and the Loan Agreement herein
<br />referred to pertaining to certain requirements of the Internal Revenue Code of 1986, as amended, interest on the Bonds
<br />will be excludable from the gross income of the owners thereof for federal income tax purposes. Interest on the Bonds is
<br />not subject to State of North Dakota income taxation, except for the franchise tax imposed on financial institutions by
<br />North Dakota Century Code, Chapter 57-35.3. See "TAX MATTERS" herein
<br />
<br />$
<br />Series 2008A-l
<br />CUSIP
<br />
<br />$
<br />CASS COUNTY, NORTH DAKOTA
<br />HEALTH CARE FACILITIES REVENUE BONDS,
<br />SERIES 2008A
<br />(ESSENTIA HEALTH)
<br />AUCTION RATE SECURITIES
<br />consisting of
<br />$
<br />Series 2008A-3
<br />CUSIP
<br />
<br />$
<br />Series 2008A-2
<br />CUSIP
<br />
<br />$
<br />Series 2008A-4
<br />CUSIP
<br />
<br />Dated: Date of Delivery
<br />
<br />Price: 100%
<br />
<br />Due: As shown on the inside cover
<br />
<br />Cass County, North Dakota (the "Issuer") will issue the Bonds through a book-entry system under a Trust
<br />Indenture, dated as of February 1,2008 (the "Bond Indenture"), between the Issuer and U.S. Bank National Association,
<br />as trustee (the "Bond Trustee").
<br />
<br />The Series 2008A-l Bonds, the Series 2008A-2 Bonds, the Series 2008A-3 Bonds and the Series 2008A-4 Bonds
<br />(individually a "Series" and collectively, the "Bonds") will be issued initially as auction rate bonds. The 2008A-l Bonds
<br />will bear interest at rates established by the Underwriters from their date of initial delivery to and including
<br />, 2008, payable on , 2008. The 2008A-2 Bonds will bear interest at rates established by the
<br />Underwriters from their date of initial delivery to and including , 2008, payable on , 2008.
<br />The 2008A-3 Bonds will bear interest at rates established by the Underwriters from their date of initial delivery to and
<br />including , 2008, payable on , 2008. The 2008A-4 Bonds will bear interest at rates
<br />established by the Underwriters from their date of initial delivery to and including , 2008, payable on
<br />, 2008. Thereafter, the Bonds of each series will bear interest at the rates determined pursuant to, and
<br />payable as provided in the Auction Procedures described in APPENDIX G hereto. All (but not less than all) of each
<br />Series of Bonds may bear interest at an auction period rate, a daily interest rate, a weekly interest rate, a bond interest term
<br />rate, a long-term interest rate, or an indexed put rate. Subject to certain conditions described herein, the Bonds operating
<br />in anyone rate period may be converted to another rate period, and will be subject to mandatory tender upon such
<br />conversion. Initially, all of the Bonds will be issued as auction rate bonds. This Official Statement describes only
<br />Bonds during the Initial Period and during an ARS Rate Period. Supplemental disclosure materials will be made
<br />available to investors in connection with any conversion of the Bonds to a different rate period.
<br />
<br />The Bonds, when issued, will be registered initially only in the name of Cede & Co., as registered owner and
<br />nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for
<br />the Bonds. Purchasers of the Bonds will not receive certificates representing their interests in the Bonds purchased.
<br />Ownership will be evidenced by book-entry only. As long as Cede & Co. is the registered owner, as nominee of DTC,
<br />payments on the Bonds will be made to such registered owner, and disbursement of such payments will be the
<br />responsibility ofDTC and its participants. See "BOOK-ENTRY ONLY SYSTEM."
<br />
<br />Bonds are subject to optional and mandatory redemption and to mandatory tender prior to maturity under certain
<br />circumstances. See "THE BONDS - Redemption" and "THE BONDS - Conversion Provisions."
<br />
<br />The Issuer will lend the proceeds from the sale of the Bonds to Essentia Health (the "Borrower"), which will be
<br />used to (1) finance or refinance the acquisition of certain assets of Dakota Clinic, Ltd. and Dakota Specialty Institute d/b/a
<br />Innovis in connection with the affiliation of the Borrower (the "Project") and (2) finance costs of issuance of the Bonds.
<br />See "PLAN OF FINANCE" herein.
<br />SFI-575908vl
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