TAX INDEMNITY AGREEMENT



This Tax Indemnity  Agreement  (the  "Agreement')  is made and entered into this
14th day of October 1999, by and between MidAmerican Energy Holdings Company, an
Iowa  corporation   ("MidAmerican"),   and  HomeServices.Com  Inc.,  a  Delaware
corporation ("HMSV").

RECITALS
--------

     1.   As of the  date of this  Agreement,  MidAmerican  owns  95.22%  of the
          common stock of HMSV and  MidAmerican and HMSV are members of the same
          consolidated group for federal income tax purposes.

     2.   On  October  7, 1999 HMSV  merged  with  MidAmerican  Realty  Services
          Company  ("MRSC"),  an  Iowa  corporation,  with  HMSV  surviving  and
          becoming,   by  reasons  of  such  merger,   the  successor  to  MRSC.
          Immediately following the merger, HMSV made an initial public offering
          of its equity  securities (the "Offering")  which upon the date of the
          closing  of  such   Offering   (the   "Closing   Date")   will  reduce
          MidAmerican's  ownership  of HMSV to less  than 80% and  will  further
          result in HMSV (and, by reason of the merger,  MRSC) no longer being a
          member of the same consolidated  group for federal income tax purposes
          as MidAmerican.

     3.   MidAmerican and HMSV desire to set forth their intentions with respect
          to certain  matters  relating to (i)  determining  and  computing  tax
          liability  for the  time  periods  prior  to the  Closing  Date,  (ii)
          procedures the parties will follow with respect to tax proceedings and
          (iii) other matters relating to taxes.

In  consideration  of the mutual  covenants  and  agreements  herein  contained,
MidAmerican and HMSV agree as follows:


1.   MIDAMERICAN AND HMSV TAX SHARING.

     A.   HMSV  Obligation.
          -----------------
          From and after the Closing Date, HMSV shall pay MidAmerican the dollar
          value as  calculated  in Section 1.C.  below of any federal,  state or
          local income tax liability (including without limitation deficiencies,
          interest, and penalties) relating to the HMSV Group (as defined below)
          with  respect  to (1) any  items  of  income,  deduction,  and  credit
          accruing to the HMSV Group on or before the Closing Date,  and (2) any
          taxes of the HMSV Group for any taxable  year or period  ending  prior
          to, or on the Closing Date. For purposes of this Agreement,  the "HMSV
          Group" means HMSV, its subsidiaries  and their  respective  businesses
          and operations;  and the "MidAmerican  Group" means  MidAmerican,  its
          subsidiaries   (other  than  the  HMSV  Group)  and  their  respective
          businesses and operations.

     B.   MidAmerican  Obligation.
          ------------------------
          From and after the Closing  Date,  MidAmerican  shall pay HMSV for the
          dollar value as calculated in Section 1.C. below of any federal, state
          or

<PAGE>

          local  income  tax  benefits  (including  without  limitation  the tax
          benefits  related to  deductions,  credits,  losses,  and  carryovers)
          relating  to the HMSV Group  with  respect to (1) any items of income,
          deduction,  and  credit  accruing  to the HMSV  Group on or before the
          Closing  Date,  and (2) any tax  refunds  of the  HMSV  Group  for any
          taxable year or period ending on or before the Closing Date.

     C.   Tax Payment Computation.
          ------------------------

          1.   Method of  Calculation.
               -----------------------
               For purposes of computing and allocating  taxes pertaining to the
               filing,  amendment,  or  audit  of tax  returns  for all  taxable
               periods ending on or before the Closing Date,  MidAmerican  shall
               compute the tax liability of the  MidAmerican  Group as if it and
               the  HMSV  Group  were  separate  consolidated  tax  groups  (the
               resulting   amount   being   hereinafter   referred   to  as  the
               "MidAmerican Group Stand-Alone Tax Liability").  MidAmerican will
               then compute the tax liability of the MidAmerican  Group as if it
               and the HMSV Group  were one  consolidated  group (the  resulting
               amount being  hereinafter  referred to as the "MidAmerican  Group
               Consolidated Tax Liability").  The arithmetic  difference between
               the   MidAmerican   Group   Stand-Alone  Tax  Liability  and  the
               MidAmerican  Group  Consolidated  Tax  Liability  is  hereinafter
               referred to as the "Tax Allowance". HMSV shall be entitled to, or
               responsible for, as the case may be, all Tax Allowances resulting
               from taxable events occurring on or before the Closing Date.

          2. MidAmerican Payment.
               --------------------
               In accordance with Section 1.C.1. above, if the MidAmerican Group
               Consolidated   Tax   Liability  is  less  than  the   MidAmerican
               Group-Stand-Alone Tax Liability,  MidAmerican shall pay an amount
               equal to the Tax Allowance to HMSV pursuant to Section 1.D.
               below.

          3. HMSV Payment.
               --------------
               In accordance with Section 1.C.l. above, if the MidAmerican Group
               Consolidated Tax Liability is greater than the MidAmerican  Group
               Stand-Alone Tax Liability,  HMSV shall pay an amount equal to the
               Tax Allowance to MidAmerican pursuant to Section 1.D. below.

     D.   Tax Payments.
          -------------
          MidAmerican shall make quarterly  estimated  payments of taxes for the
          MidAmerican  Group  during  each tax  year  and then  make one or more
          adjustments  relating to such tax payments  after each  respective tax
          year. The date upon which  MidAmerican makes such estimated payment of
          taxes or the date upon which  MidAmerican  makes such adjustment shall
          be  referred  to as a "Tax  Determination  Date".  Prior  to each  Tax
          Determination Date,  MidAmerican shall make the computations  required
          by  Section  1.C.  of this  Agreement.  Within  10 days  after the Tax
          Determination  Date,  MidAmerican  shall (i) provide  HMSV with notice
          setting forth a summary of the  computations  required by this Section
          (the "Tax  Determination  Notice")  and (ii) make any  payment to HMSV
          required to be made by MidAmerican pursuant to Section 1.C. HMSV shall
          make any payment to  MidAmerican  required by Section  1.C.  within 10
          days of receipt of the Tax Determination Notice.

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<PAGE>

2.   FILING OF TAX RETURNS.

     A.   Tax Returns.
          ------------
          The  federal,  state and local  consolidated,  combined,  or  separate
          corporate income or franchise tax returns of the MidAmerican Group and
          the HMSV  Group  for the  period  ended  December  31,  1999  shall be
          prepared  and filed by  MidAmerican.  Such returns  shall  include the
          results of operations of the  MidAmerican  Group for the periods ended
          on or before  December  31, 1999 and of the HMSV Group for the periods
          ended on or before the Closing  Date,  except in cases  where  certain
          states may require  inclusion  of the HMSV Group with the  MidAmerican
          Group on a combined  basis for periods  ending after the Closing Date.
          With respect to all taxable  periods  including  periods  ending on or
          before the Closing Date,  MidAmerican in consultation with HMSV, shall
          make  all  computations,  allocations,  determinations  and  elections
          affecting the  MidAmerican  Group and the HMSV Group  consistent  with
          prior period returns of the group consisting of the MidAmerican  Group
          and the HMSV  Group  in  accordance  with  U.S.  Treasury  regulations
          promulgated  under  Section  1502 of the  Internal  Revenue  Code (the
          "Code")  and with  state and local  income  tax laws and  regulations.
          Subject  to the  right  to  payment  from  HMSV  as  provided  in this
          Agreement,  MidAmerican  shall pay or  discharge  any and all federal,
          state and local  income or  franchise  taxes,  assessments,  interest,
          penalties or deficiencies reflected on such returns.

     B.   Refunds and Amended Returns.
          ----------------------------
          Only MidAmerican, after consulting with HMSV, may make, or cause to be
          made,  application  for refunds,  file original or amended reports and
          returns and make other  required  filings for the periods  ended on or
          before the Closing Date for HMSV.

3.   TAX PROCEEDINGS.

     A.   Notice of  Adjustment.
          ---------------------
          In the event the Internal  Revenue Service or any State  Department of
          Revenue  proposes in a letter or a notice of  deficiency an adjustment
          (a "Proposed Adjustment") to the federal or state income tax liability
          of the HMSV Group, which adjustment, if sustained,  could result in an
          obligation  on the  part of HMSV to pay  MidAmerican  pursuant  to the
          terms of this  Agreement,  MidAmerican  shall promptly upon receipt of
          such letter or notice,  but not later than 20 days thereafter,  notify
          HMSV in writing of such Proposed Adjustment and or any action taken or
          proposed  to be  taken  by  the  Internal  Revenue  Service  or  State
          Department   of  Revenue   with   respect   thereto  (the  "Notice  of
          Adjustment")  and, if timely requested by HMSV in writing,  request to
          the extent so  permitted  by law an extension of time to file a formal
          protest to such Proposed Adjustment. The omission by MidAmerican to so
          notify HMSV shall not relieve HMSV of any payment obligation set forth
          in this Agreement.

      B.  Notice of  Contest.
          -------------------
          MidAmerican shall be required to protest such Proposed Adjustment only
          upon receipt of a written  request from HMSV (the "Notice of Contest")
          to make such  protest  within 30 days of receipt by HMSV of the Notice
          of Adjustment.

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<PAGE>

      C.  Probable  Threshold.
          -------------------
          Upon  receipt of the Notice to Contest,  MidAmerican  shall  request a
          legal opinion from counsel (selected by MidAmerican) of the likelihood
          of success in  contesting  the Proposed  Adjustments  set forth in the
          Notice  of  Adjustment,  unless  MidAmerican  in its  sole  discretion
          determines  the  likelihood of success is probable and a legal opinion
          is not necessary.  The cost of such opinion shall be paid for by HMSV.
          If such  counsel  provides  MidAmerican  with an opinion to the effect
          that it is  "probable"  that  such  contest  will be  successful  (the
          "Probable  Opinion"),  then  MidAmerican  shall  elect to  either  (i)
          immediately  contest  such  Proposed  Adjustment  in  accordance  with
          Section  3.D.   below  or  (ii)  decline  to  contest  such   proposed
          adjustment.  MidAmerican  shall notify HMSV in writing of its election
          to contest or not to contest within 10 days of  MidAmerican's  receipt
          of the Probable  Opinion.  MidAmerican  may discontinue its protest of
          such  Proposed  Adjustment  at any time by providing  HMSV with prompt
          notice of such  discontinuance.  Upon  MidAmerican's  election  not to
          contest   such   proposed   adjustment   or  the   discontinuance   of
          MidAmerican's  contest of such Proposed Adjustment,  MidAmerican shall
          promptly pay HMSV the amount HMSV would have been  entitled to receive
          if  such  contest  would  have  been  successful,  such  amount  to be
          determined  in  accordance  with  Section  1.  MidAmerican  agrees  to
          indemnify  and hold HMSV  harmless from and against any amount due and
          owing from HMSV (as  determined  in  accordance  with Section #1) as a
          result of the aforementioned failure by MidAmerican to protest, or the
          discontinuance  by  MidAmerican  of  the  protest,  of  such  Proposed
          Adjustment.  If the  opinion of the  aforementioned  counsel  does not
          constitute a Probable  Opinion,  then  MidAmerican  or HMSV may, after
          consultation  with the other party,  contest such Proposed  Adjustment
          and take any and all other  action  it so  elects;  provided  that the
          costs, fees and expenses of such action shall be the responsibility of
          the party electing to contest the Proposed Adjustment.

      D.  Administrative  and  Judicial  Proceedings.
          ------------------------------------------
          If  MidAmerican  elects to  contest  such  Proposed  Adjustment  after
          receiving a Probable Opinion or waiving such requirement,  MidAmerican
          shall select counsel to contest such Proposed  Adjustment and shall be
          entitled;  subject to Section 3.C.,  to (i) forego any  administrative
          appeals,  proceedings,  hearings  or  conferences  with  the  Internal
          Revenue Service or any state or local tax authority, (ii) refrain from
          paying any tax assessed and contest any  deficiency,  or (iii) pay any
          tax  assessed  and  claim  a  refund;   provided,   however,  that  if
          MidAmerican  pays such tax, HMSV shall reimburse  MidAmerican for such
          payment within 10 days of receipt by HMSV of an invoice therefore from
          MidAmerican;  and further  provided that  MidAmerican  shall keep HMSV
          fully informed in respect  thereof and consult in good faith with HMSV
          regarding the contest of such Proposed Adjustment  including choice of
          forum.  MidAmerican  shall, upon the conclusion of any  administrative
          proceedings,  promptly notify HMSV of the outcome of such proceedings,
          and shall notify HMSV at least 30 days in advance of the last date for
          filing a petition in any court of competent  jurisdiction with respect
          thereto.  In the event of an unfavorable  resolution of administrative
          proceedings,  MidAmerican  shall (x) contest any  Proposed  Adjustment
          beyond the level of administrative  proceedings upon receipt of HMSV's
          written request  therefore within 30 days of MidAmerican's  receipt of
          notice of such  unfavorable  resolution,  (y) shall  consider  in good
          faith any advice  offered by HMSV  concerning  the court of  competent
          jurisdiction  in which the  adjustment  is most likely to be favorably
          resolved  and (z) shall keep HMSV  informed as to the  progress of any
          litigation  and, if  requested  by HMSV,  shall  consult with HMSV and
          consider in good

                                      -4-
<PAGE>

          faith (1) any  recommendations  by HMSV concerning the conduct of such
          proceedings,  and (2) HMSV's  request for an opportunity to be present
          and   represented  by  HMSV's  counsel  at  all  formal  and  informal
          proceedings  before the judicial  forum or with  opposing  counsel and
          shall  endeavor in good faith to permit HMSV's  counsel an opportunity
          to review and comment in advance on all submissions in connection with
          such litigation.  MidAmerican shall take such reasonable action during
          the course of such  proceedings as MidAmerican  deems  advisable after
          good faith  consultation  with HMSV  (whenever in  MidAmerican's  good
          faith  judgment such  consultation  is  practicable)  to preserve as a
          basis for appeal any legal  issue  which  HMSV or HMSV's  counsel  has
          identified  in  writing.  MidAmerican  shall be required to appeal any
          adverse  judicial  determination  only  if (A)  an  appeal  is  timely
          requested in writing by HMSV and (B)  MidAmerican is furnished with an
          opinion from counsel  selected by MidAmerican,  at HMSV's expense,  to
          the effect that it is "probable" that the appeal will prevail.

      E.  Payment  of Costs  and  Fees.
          ----------------------------
          Except  as  otherwise  expressly  provided  herein,  for  so  long  as
          MidAmerican  shall  contest  or  continue  to  contest  any  claim  or
          assertion  by the Internal  Revenue  Service or any state or local tax
          authority  under  the  terms  of  this   Agreement,   HMSV  shall  pay
          MidAmerican,  in  addition  to  the  tax if  paid  by  MidAmerican  in
          accordance  with 3.D., all fees,  costs and expenses  associated  with
          such contest.  HMSV shall pay MidAmerican within 10 days of receipt by
          HMSV of an invoice  from  MidAmerican.  In the event HMSV does not pay
          MidAmerican  within  such  period,  MidAmerican  shall have no further
          obligation to contest such Proposed Adjustment.

4.   OTHER TAX MATTERS.

     HMSV hereby  covenants  and agrees that  except as set forth  herein,  HMSV
     shall not make any elections or allocations,  for federal,  state, or local
     income tax purposes  which are permitted by law which would have an adverse
     impact on  MidAmerican or the  MidAmerican  Group without the prior written
     consent of MidAmerican.


5.   MISCELLANEOUS.

     A.   Cooperation.
          ------------
          MidAmerican  and HMSV shall  cooperate with each other with respect to
          the  preparation of tax returns  pursuant to Section 2 and proceedings
          under  Section 3  including  access  to all  necessary  personnel  and
          records  and  with  respect  to any  other  matter  relating  to  this
          Agreement as  reasonably  requested by a party.  All charges for labor
          and direct  out-of-pocket  expenses  shall be in  accordance  with the
          Administrative  Services Agreement then in effect between the parties,
          and if no such agreement is then in effect, as mutually agreed upon by
          the parties.

     B.   Entire Agreement Amendments.
          ----------------------------
          This Agreement  constitutes the sole and entire agreement  between the
          parties with respect to the subject  matter herein and  supersedes all
          previous oral or written  proposals,  commitments,  agreements and all
          other communications  between the parties. This Agreement shall not be
          amended,

                                      -5-
<PAGE>

          modified or supplemented  except by a written  instrument signed by an
          authorized representative of each of the parties hereto.

     C.   Assignment.
          -----------
          This  Agreement  may not be assigned by either party without the prior
          written consent of the other party.

     D.   Partial Invalidity.
          -------------------
          Wherever possible,  each provision hereof shall be interpreted in such
          a manner as to be effective and valid under applicable law, but in the
          event any one or more of the provisions  contained  herein shall,  for
          any reason, be held invalid,  illegal or unenforceable in any respect,
          such provision  shall be  ineffective  to the extent,  but only to the
          extent,  of such invalidity,  illegality or  unenforceability  without
          invalidating  the  remaining   provisions   hereof  or  affecting  the
          validity,  legality or  enforceability  of such provision in any other
          jurisdiction.

     E.   Waiver.
          -------
          Failure by either party to insist upon the strict  performance  of any
          term or condition herein shall not be deemed a waiver of any rights or
          remedies  that either  party may have against the other nor in any way
          affect the validity of this  Agreement or any part hereof or the right
          of any party thereafter to enforce each and every provision. No waiver
          of any breach of this  Agreement  shall be held to constitute a waiver
          of any other or subsequent breach.

     F.   Governing Law.
          --------------
          This  Agreement  shall  be  governed  by,  construed  and  interpreted
          pursuant to the laws of the State of Iowa.

IN WITNESS WHEREOF,  the parties have caused this Tax Indemnity  Agreement to be
duly executed as of the day and year first above written.

MIDAMERICAN ENERGY HOLDINGS                HOMESERVICES.COM
COMPANY                                    INC.


By:     /s/ P. J. Goodman                  By:  /s/ Steven A. McArthur
    --------------------------------           ------------------------------
    Name:   Patrick J. Goodman                 Name:  Steven A. McArthur
    Title:  Senior V.P. & CFO                  Title: Senior Vice President


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