AMENDMENT, CONSENT AND WAIVER AGREEMENT


AMENDMENT,  CONSENT AND WAIVER  dated as of August 27,  1999,  by  MASSACHUSETTS
MUTUAL LIFE INSURANCE  COMPANY,  CM LIFE INSURANCE COMPANY AND THE GUARDIAN LIFE
INSURANCE COMPANY OF AMERICA (the  "Purchasers") in favor of MIDAMERICAN  REALTY
SERVICES COMPANY, an Iowa corporation (the "Company").

                                    RECITALS:

          WHEREAS, the Company and the Purchasers are parties to a Note Purchase
Agreement dated as of November 1, 1998 (the "Note Agreement"); and

          WHEREAS, MidAmerican Energy Holdings Company ("MidAmerican Holdings"),
a 95%  shareholder  of  the  Company,  has  formed  a new  Delaware  subsidiary,
HomeServices.Com Inc. ("HomeServices"), and proposes, pursuant to the terms of a
planned merger agreement (the "Merger Agreement"), to cause the Company to merge
with and into  HomeServices  (the "Merger"),  with HomeServices as the surviving
corporation and succeeding to the business  currently  conducted by the Company;
and

          WHEREAS,  the Merger is being  effected in connection  with an initial
public  offering of the common stock of HomeServices  (the "IPO"),  with the net
proceeds  received by  HomeServices to be used for general  corporate  purposes,
which are expected to include  acquisitions  and the  continued  development  of
E-commerce operations; and

          WHEREAS,   the  Merger  is   intended   to   facilitate   the  IPO  by
reincorporating the Company's state of incorporation from Iowa to Delaware; and

          WHEREAS, in connection with the Merger,  HomeServices would assume all
of the Company's obligations, including the Company's obligations under the Note
Agreement; and

          WHEREAS, in connection with the IPO, HomeServices, as successor to the
Company,  and  MidAmerican  Holdings  will  enter  into  several  agreements  or
arrangements  (the  "Related  Transactions"),  as described in the  Registration
Statement on Form S-1 (No.  333-82997) filed by HomeServices (the  "Registration
Statement"),  including, without limitation, (i) a Registration Rights Agreement
providing, in part, that HomeServices will grant to MidAmerican Holdings certain
"demand" and  "piggyback"  registration  rights for the  registration  under the
Securities  Act of  1933  of the  shares  of  HomeServices'  common  stock  that
MidAmerican  Holdings  owns,  and (ii) a Services  Agreement  pursuant  to which
MidAmerican Holdings will provide management,  advisory, financial,  accounting,
legal,  employee benefit plan  administration and other services to HomeServices
and HomeServices  will pay MidAmerican  Holdings a  pre-determined  monthly fee,
plus reimbursement of out-of-pocket costs; and


<PAGE>


          WHEREAS,  the Note Agreement  contains  certain  covenants,  including
Section 10.10 that would restrict the ability of the Company or HomeServices (as
the Company's  successor) to effect the Merger, the IPO and Related Transactions
such as  entering  into  the  Registration  Rights  Agreement  and the  Services
Agreement; and

          WHEREAS, the Company believes that the Merger, the IPO and the Related
Transactions  would be  mutually  beneficial  by enabling  HomeServices  (as the
successor to the Company) to raise equity  capital  through the public market to
finance its operations growth while improving its leverage ratio; and

          WHEREAS,  it is  currently  expected  that  the  common  stock  of the
Company's existing and future subsidiaries will be pledged as collateral for the
benefit of the Lenders  under a credit  facility and, for so long as such credit
facility is  outstanding,  for the benefit of the holders of the Notes under the
Note Agreement on a pari passu basis; and

          WHEREAS,  the Company  desires to amend the  definition of "EBITDA" in
Schedule  B to the Note  Agreement  to include  non-cash  expense  from  pending
receivable allocations attributable to an acquisition's purchase price; and

          NOW, THEREFORE, in consideration of the foregoing,  and other valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
notwithstanding  anything to the contrary in the Note Agreement,  the Purchasers
hereby agree as follows:

                                   AGREEMENT:

          Section 1. AMENDED DEFINITION.  The following definition from Schedule
B to the Note Agreement is hereby amended and restated in its entirety as of
such date to read as follows:

          "EBITDA" means,  with respect to any period,  Consolidated  Net Income
     for such  period plus all amounts  deducted in the  computation  thereof on
     account of all (a) Interest Charges during such period, (b) income taxes of
     the Company and its Subsidiaries  during such period,  (c) amortization and
     depreciation expense of the Company and its Subsidiaries during such period
     and (d) non-cash expense from pending receivable  allocations  attributable
     to an acquisition's  purchase price during such period, all determined on a
     consolidated basis in accordance with GAAP.

          Section 2. CONSENT OF THE PURCHASERS.  Notwithstanding anything to the
contrary in the Note Agreement,  but subject to Section 3 hereof, the Purchasers
hereby  consent to the  proposed  Merger,  the Merger  Agreement,  the IPO,  the
Related Transactions and the Amendment.

                                      -2-
<PAGE>

          Section 3. WAIVER.  Subject to Section 8.7 of the Note  Agreement  and
provided that the Company  complies  with the  provisions of Section 10.7 of the
Note  Agreement  within 10 business  days  following  the month end of the month
during which the Merger is consummated,  the Purchasers  hereby waive any breach
of the covenants  contained in the Note Agreement,  including but not limited to
Section 10.10 of the Note  Agreement,  which may otherwise  occur as a result of
the Merger,  the Merger  Agreement,  the IPO, the Related  Transactions  and the
Amendment.

                                      -3-

<PAGE>





IN WITNESS  WHEREOF,  the  undersigned  has duly  executed  and  delivered  this
AMENDMENT, CONSENT AND WAIVER effective as of the date first set forth above.


                       MidAmerican Realty Services Company

                         By: /s/ P. J. Goodman
                             ------------------------------
                            Name: Patrick J. Goodman
                         Title: Senior Vice President, Chief Financial Officer &
                                Chief Accounting Officer


                         Massachusetts Mutual Life Insurance Company

                           By: /s/ Richard C. Morrison
                             ------------------------------
                            Name: Richard C. Morrison
                         Title: Managing Director


                            CM Life Insurance Company

                           By: /s/ Richard C. Morrison
                              ------------------------------
                            Name: Richard C. Morrison
                            Title: Investment Officer


                         The Guardian Life Insurance Company of America

                            By: /s/ Thomas M. Donohue
                              -------------------------------
                         Name:  Thomas M. Donohue
                         Title: Vice President