REGISTRATION RIGHTS AGREEMENT


           REGISTRATION  RIGHTS  AGREEMENT  dated as of October 14, 1999 between
 MidAmerican Energy Holdings Company ("MidAmerican Holdings") and
 HomeServices.Com Inc. (the "Company").

           WHEREAS, as of the date of this Agreement,  MidAmerican Holdings owns
 7,841,600  shares of the Company's  Common Stock, par value $.01 per share (the
 "Common Stock");

           WHEREAS,  the Company is  consummating  on the date hereof an initial
 public offering (the "Offering") in which it is selling 2,187,500 shares of the
 Company's Common Stock and MidAmerican  Holdings is selling 1,062,500 shares of
 the Company's Common Stock;

           WHEREAS,  the Board of  Directors of the Company has  authorized  the
 officers of the Company to execute and deliver  this  Agreement in the name and
 on behalf of the Company;

           NOW,  THEREFORE,   in  consideration  of  the  mutual  covenants  and
 agreements  herein  contained,  the parties to this  Agreement  hereby agree as
 follows:

           1.   Definitions.  As used in this Agreement, the following terms
 shall have the following meanings:

           "days" means calendar days.

           "Holder"  means  MidAmerican  Holdings,  including its successors and
 assigns who  acquire  Registrable  Securities,  directly  or  indirectly,  from
 MidAmerican  Holdings;  provided,  however, that for purposes of exercising the
 demand and incidental registration rights set forth in Sections 2 and 3 of this
 Agreement,  a "Holder" means MidAmerican Holdings or its successors and assigns
 so long as it holds  Registrable  Securities  constituting at least 5.0% of the
 total number of shares of Common Stock then  outstanding.  For purposes of this
 Agreement,  the  Company  may  deem  and  treat  the  registered  holder  of  a
 Registrable  Security as the Holder and absolute owner thereof, and the Company
 shall not be affected by any notice to the contrary.
<PAGE>

           "Registrable  Securities"  means (a) the  Common  Stock  owned by (i)
 MidAmerican  Holdings  upon  completion  of the  Offering,  (ii) any pledgee of
 Common Stock under a bona fide pledge arrangement with MidAmerican Holdings (or
 its successors and assigns) or (iii) any transferee  that receives  Registrable
 Securities  from  MidAmerican  Holdings (or its  successors and assigns) to the
 extent that  MidAmerican  Holdings (or its successors  and assigns)  assigns to
 such  transferee  registration  rights in writing  relating to the  Registrable
 Securities transferred to such transferee (a "Permitted Transferee")),  (b) any
 Common Stock acquired by MidAmerican Holdings in the open market at a time when
 MidAmerican  Holdings  is deemed to be an  Affiliate  (as such term is  defined
 under Rule 144 under the Securities  Act) of the Company so long as MidAmerican
 Holdings  continues to be deemed an  Affiliate  of the  Company,  (c) any debt,
 equity or other securities  (including without limitation any options,  rights,
 warrants or similar  securities)  issued by  MidAmerican  Holdings or any other
 person that are or may be exchangeable  or exercisable for or convertible  into
 the Common  Stock and (d) any  securities  issued or issuable in respect of the
 Common Stock referred to in clauses (a) and (b) above, by way of stock dividend
 or stock split or in connection with a combination of shares, recapitalization,
 reclassification,  merger or  consolidation,  and any other  securities  issued
 pursuant to any other pro rata  distribution with respect to such Common Stock.
 For  purposes  of  this  Agreement,  a  Registrable  Security  ceases  to  be a
 Registrable Security when (1) a registration statement with respect to the sale
 of such security shall have become  effective under the Securities Act and such
 security shall have been sold or  distributed to the public in accordance  with
 such  registration  statement  (and  has  not  been  reacquired  in the  manner
 described in clause (b) above), (2) such security is sold or distributed to the
 public pursuant to Rule 144 (or any successor or similar  provision)  under the
 Securities Act, (3) such security shall have been otherwise transferred,  a new
 certificate for it not bearing a legend restricting further transfer shall have
 been  delivered by the Company and the subsequent  disposition of it shall,  in
 the opinion of  MidAmerican  Holdings'  counsel,  not require  registration  or
 qualification  of it under the  Securities Act or any similar state law then in
 force or (4) it shall have ceased to be outstanding.

           "SEC" means the Securities and Exchange Commission.

           "Securities  Act" means the  Securities  Act of 1933, as amended from
 time to time.
<PAGE>

           2. Demand  Registration.  (a) Subject to Section 5 hereof,  if at any
 time any Holder  shall  request the  Company in writing to  register  under the
 Securities Act all or a part of the Registrable  Securities held by such Holder
 (a "Demand  Registration"),  the Company shall use its best efforts to cause to
 be filed and declared  effective as soon as reasonably  practicable  (but in no
 event  filed  later  than the 60th day after such  Holder's  request is made) a
 registration   statement,  on  such  appropriate  form  as  the  Company  shall
 reasonably determine, providing for the sale of all such Registrable Securities
 by such  Holder.  The Company  agrees to use its best  efforts to keep any such
 registration   statement  continuously  effective  and  usable  for  resale  of
 Registrable  Securities  until the  earlier  of (a) the date the  Holder  whose
 Registrable   Securities  are  included  therein  shall  request  and  (b)  the
 expiration of 180 days after such  registration  statement  becomes  effective,
 subject  to  extension  as  provided  in Section  4(d).  The  Company  shall be
 obligated to file registration  statements  pursuant to this Section 2(a) until
 all  Registrable  Securities  have ceased to be  Registrable  Securities.  Each
 registration  statement  filed  pursuant to this  Section  2(a) is  hereinafter
 referred to as a "Demand Registration  Statement." Holders shall be entitled to
 two effective Demand Registration Statements per year.

           (b) The Company  agrees (i) not to effect any public or private sale,
 distribution  or  purchase  of any of its  securities  which are the same as or
 similar to the Registrable Securities,  including a sale pursuant to Regulation
 D or Regulation S under the Securities  Act,  during the 60-day period prior to
 (or shorter if the Holder's notice precedes the offering by less than 60 days),
 and  during  the  90-day  period   beginning  on,  the  closing  date  of  each
 underwritten offering under any Demand Registration Statement,  and (ii) to use
 reasonable  best efforts to cause each holder of its securities  purchased from
 the Company,  at any time on or after the date of this Agreement (other than in
 a  registered  public  offering)  to agree not to  effect  any  public  sale or
 distribution  of any such  securities  during  such  period,  including  a sale
 pursuant to Rule 144 under the  Securities  Act; it being  understood  that the
 registration  rights granted hereunder are intended to take precedence over any
 other  registration or distribution  rights granted to any other  purchasers of
 the Company's securities.

           (c) The Company may postpone for a reasonable  period of time, not to
 exceed 30 days,  the filing or the  effectiveness  of any  Demand  Registration
 Statement  if the Board of  Directors  of the Company in good faith  determines
 that (A) such registration  might have a material adverse effect on any plan or
 proposal  by  the  Company   with  respect  to  any   financing,   acquisition,
 recapitalization,  reorganization  or other  material  transaction,  or (B) the
 Company is in possession of material  non-public  information that, if publicly
 disclosed,  could  result  in  a  material  disruption  of  a  major  corporate
 development  or  transaction  then pending or in progress or in other  material
 adverse consequences to the Company.
<PAGE>

           (d) If at any time any Holder of Registrable Securities to be covered
 by a Demand Registration Statement desires to sell Registrable Securities in an
 underwritten  offering,  such  Holder  shall  have  the  right  to  select  any
 nationally  recognized  investment  banking  firm(s)  to manage  the  offering,
 subject  to  the  approval  of  the  Company,   which  approval  shall  not  be
 unreasonably withheld, and the Company shall enter into underwriting agreements
 with the  underwriter(s) of such offering,  which agreements shall contain such
 representations and warranties by the Company, and such other terms, conditions
 and  indemnities  as are  similar  to those  of the  Company  contained  in the
 underwriting  agreement  dated  October 7, 1999  relating  to the  Offering  or
 otherwise are at the time customarily contained in underwriting  agreements for
 similar offerings.

           (e) A Demand  Registration  Statement  requested  pursuant to Section
 2(a) shall not be deemed to have been effected (i) if such Demand  Registration
 Statement  has not become  effective,  (ii) if, after it has become  effective,
 such  Demand  Registration   Statement  becomes  subject  to  any  stop  order,
 injunction or other order of the SEC or other governmental  agency or court for
 any reason or (iii) if the  conditions  to closing  specified  in the  purchase
 agreement  or  underwriting  agreement  entered  into in  connection  with such
 registration  are not  satisfied,  other  than  solely by reason of some act or
 omission by the Holders.

           3. Incidental Registration. Subject to Section 5 hereof and the other
 terms and  conditions  set forth in this Section 3, if the Company  proposes at
 any time to  register  any  shares of Common  Stock  (the  "Initially  Proposed
 Shares") under the Securities Act for sale, whether or not for its own account,
 pursuant to an  underwritten  offering,  the Company will promptly give written
 notice to the Holders of the  Company's  intention to effect such  registration
 (such notice to specify,  among other things,  the proposed offering price, the
 kind and number of securities  proposed to be registered  and the proposed lead
 distribution  arrangements,  including  identification  of  the  proposed  lead
 underwriter(s)).  The Holders shall be entitled to include in such registration
 statements, as a part of such underwritten offering, such number of shares (the
 "Holder  Shares")  to be sold for the account of the Holders (on the same terms
 and  conditions  as the Initially  Proposed  Shares) as shall be specified in a
 request in writing  delivered to the Company within 20 days after the date upon
 which the Company  gave the  aforementioned  notice and to  designate a co-lead
 managing underwriter of the offering who shall be compensated on the same basis
 as the Company's designated co-lead managing underwriter.

           The  Company  agrees to use its  reasonable  efforts to keep any such
 registration   statement  continuously  effective  and  usable  for  resale  of
 Registrable  Securities  for  a  period  of 90  days  after  such  registration
 statement becomes effective.

           The Company's  obligations to include Holder Shares in a registration
 statement  pursuant  to this  Section  3 is  subject  to each of the  following
 limitations, conditions and qualifications:

                (i) If, at any time after giving written notice of its intention
      to effect a registration of any of its shares of Common Stock and prior to
      the effective date of any registration  statement filed in connection with
      such registration,  the Company shall reasonably determine not to register
      any of such shares, the Company may, at its election,  give written notice
      of such determination to the Holders and thereupon it shall be relieved of
      its  obligation  to use any  efforts  to  register  any  Holder  Shares in
      connection with such aborted registration.

                (ii) If the offering is  underwritten  and the co-lead  managing
      underwriter  of such  offering  designated by the Company shall inform the
      Company and the Holders of the Holder  Shares by letter of its belief that
      the distribution of all or a specified  portion of the Holder Shares would
      materially interfere with the registration and sale in accordance with the
      intended  method thereof of the Initially  Proposed Shares (such letter to
      state the bases of belief and the  approximate  number of shares of Common
      Stock  which  may be  included  for  such  offering  without  having  such
      interference),  then the number of Holder  Shares to be  included  in such
      registration  statement and the number of Initially  Proposed Shares shall
      each be reduced to such number, if any, that is 50%, respectively,  of the
      number that such co- lead  managing  underwriter  has stated in the letter
      that  can be  marketed  successfully.  If,  as a  result  of  the  cutback
      provisions  of the  preceding  sentence,  the Holders are not  entitled to
      include all of the Holder  Shares in such  registration,  such Holders may
      elect  to  withdraw  their  request  to  include  Holder  Shares  in  such
      registration (a "Withdrawal Election").
<PAGE>

           4. Registration  Procedures.  (a) Whenever the Company is required to
 effect the registration of any Registrable  Securities under the Securities Act
 pursuant to the terms and  conditions  of Section  2(a) or 3 (such  Registrable
 Securities being hereinafter referred to as "Subject Shares"), the Company will
 use its best efforts,  in the case of a registration  pursuant to Section 2(a),
 and all reasonable efforts,  in the case of a registration  pursuant to Section
 3, to effect the registration and sale of the Subject Shares in accordance with
 the intended method of disposition thereof.  Without limiting the generality of
 the foregoing, the Company will as soon as practicable:

                (i) prepare and file with the SEC a registration  statement with
      respect to the Subject  Shares in form and substance  satisfactory  to the
      Holders of the Subject Shares, and use all reasonable or best efforts,  as
      the case may be, to cause such registration  statement to become effective
      as soon as possible;

                (ii)  prepare  and  file  with  the  SEC  such   amendments  and
      supplements  to such  registration  statement and the  prospectus  used in
      connection  therewith  as may  be  necessary  to  keep  such  registration
      statement  effective  for the  applicable  period  and to comply  with the
      provisions of the  Securities  Act with respect to the  disposition of all
      Subject  Shares  and  other  securities   covered  by  such   registration
      statement;

                (iii)   furnish  the  Holders   covered  by  such   registration
      statement,  without  charge,  such  number  of  conformed  copies  of such
      registration  statement and of each such amendment and supplement  thereto
      (in each  case  including  all  exhibits),  such  number  of copies of the
      prospectus  included  in  such  registration   statement  (including  each
      preliminary prospectus),  such documents incorporated by reference in such
      registration  statement or prospectus,  and such other documents,  as such
      Holders may  reasonably  request in order to facilitate the public sale or
      other disposition of the Registrable Securities;

                (iv) use all  reasonable  efforts to  register  or  qualify  the
      Subject Shares covered by such registration statement under the securities
      or blue  sky laws of such  jurisdictions  as the  managing  underwriter(s)
      shall reasonably recommend, and do any and all other acts and things which
      may be  reasonably  necessary  or  advisable  to  enable  the  Holders  to
      consummate  the  disposition in such  jurisdictions  of the Subject Shares
      covered by such registration statement;
<PAGE>

                (v) otherwise use its best efforts to comply with all applicable
      rules and regulations of the SEC;

                (vi) cause its  President,  Chief  Financial  Officer  and other
      senior   officers   reasonably   requested  by  the  Holders  or  managing
      underwriters to participate in "roadshow" meetings with prospective buyers
      and   other   sales   and   marketing   efforts,   consistent,   with  the
      recommendations  of the  managing  underwriter  designated  by the Holders
      (with respect to a Demand Registration Statement filed pursuant to Section
      2 of this Agreement) or the co-lead  managing  underwriters  designated by
      the Company  and the Holders  (with  respect to a  registration  statement
      filed pursuant to Section 3 of this Agreement);

                (vii) furnish, at the Company's expense, unlegended certificates
      representing  ownership of the securities being sold in such denominations
      as shall be requested and instruct the transfer  agent to release any stop
      transfer orders with respect to the Subject Shares being sold;

                (viii) notify in writing each Holder promptly at any time when a
      prospectus  relating  to the Subject  Shares is  required to be  delivered
      under  the  Securities  Act of the  happening  of any event as a result of
      which the prospectus included in such Registration  Statement contains any
      untrue  statement  of a material  fact or omits to state a  material  fact
      necessary to make the statements therein (in the case of the prospectus or
      any preliminary prospectus, in light of the circumstances under which they
      were  made)  not  misleading,   and  the  Company  will,  as  promptly  as
      practicable  thereafter,  prepare  and  file  with the SEC and  furnish  a
      supplement  or  amendment  to  such  prospectus  so  that,  as  thereafter
      delivered to the  purchasers of Subject  Shares such  prospectus  will not
      contain  any  untrue  statement  of a  material  fact or  omit to  state a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein not misleading;

                (ix)   notify  in  writing   each   Holder   and  the   managing
      underwriter(s),  promptly of (A) the issuance by the SEC of any stop order
      suspending  the  effectiveness  of  the  Registration   Statement  or  the
      initiation or threat of any proceedings by any person for that purpose and
      (B) the receipt by the  Company of any  notification  with  respect to the
      suspension of the  qualifications of any Subject Shares for sale under the
      securities  or blue  sky laws of any  jurisdiction  or the  initiation  or
      threat of any proceeding for such purpose;
<PAGE>

                (x) enter into customary  agreements  (including an underwriting
      agreement in customary form in the case of an  underwritten  offering) and
      make such  representations  and warranties and  indemnities to the sellers
      and underwriter(s) as in form and substance and scope are customarily made
      by issuers to underwriters  in underwritten  offerings and take such other
      actions as the Holders or the managing  underwriter(s)  or agent,  if any,
      reasonably  require in order to expedite or facilitate the  disposition of
      such Subject Shares;

                (xi)  make  available  for   inspection  by  the  Holders,   any
      underwriter or agent  participating  in any  disposition  pursuant to such
      Registration  Statement,  and any  attorney,  accountant  or other similar
      professional   advisor   retained  by  any  such  holders  or  underwriter
      (collectively  the  "Inspectors"),   all  pertinent  financial  and  other
      records,  pertinent  corporate  documents  and  properties  of the Company
      (collectively,  the "Records"), as shall be reasonably necessary to enable
      them to  exercise  their  due  diligence  responsibility,  and  cause  the
      Company's  officers,  directors  and  employees to supply all  information
      reasonably  requested  by any  such  Inspector  in  connection  with  such
      Registration   Statement.   The  Holders  agree  that  Records  and  other
      information   which  the  Company   determines,   in  good  faith,  to  be
      confidential or privileged and of which  determination  the Inspectors are
      so  notified  shall not be  disclosed  by the  Inspectors  unless  (i) the
      disclosure of such Records is necessary to avoid or correct a misstatement
      or  omission  in the  Registration  Statement,  (ii) the  release  of such
      Records is ordered  pursuant to a subpoena,  court order or  regulatory or
      agency request or (iii) the information in such Records has been generally
      disseminated to the public. Each Holder agrees that it will, upon learning
      that  disclosure  of  such  Record  is  sought  in a  court  of  competent
      jurisdiction or by a governmental  agency,  give notice to the Company and
      allow the Company,  at the  Company's  expense,  to undertake  appropriate
      action to prevent disclosure of the Records deemed confidential;

                (xii)  make   available  for  "due   diligence"   questions  its
      President,  Chief Financial  Officer and other senior officers  reasonably
      requested by the Holders or managing underwriters;

                (xiii) obtain for delivery to the Company, the underwriter(s) or
      their agent, with copies to the Holders,  a "cold comfort" letter from the
      Company's  independent  public  accountants in customary form and covering
      such matters of the type customarily  covered by "cold comfort" letters as
      the Holders or the managing underwriter(s) reasonably request;
<PAGE>

                (xiv) obtain for delivery to the Holders and the  underwriter(s)
      or their agent an opinion or opinions  from  in-house and special  outside
      counsel for the Company in customary form and reasonably  satisfactory  to
      the Holder, underwriters or agents and their counsel;

                (xv) make available to its security holders earnings statements,
      which need not be audited,  satisfying  the provisions of Section 11(a) of
      the  Securities  Act no later than 90 days  after the end of the  12-month
      period  beginning  with the first  month of the  Company's  first  quarter
      commencing after the effective date of the Registration  Statement,  which
      earnings statements shall cover said 12-month period;

                (xvi) make every  reasonable  effort to prevent the  issuance of
      any stop order suspending the effectiveness of the registration  statement
      or of any  order  preventing  or  suspending  the  effectiveness  of  such
      registration statement at the earliest possible moment;

                (xvii)  cause  the  Subject  Shares  to be  registered  with  or
      approved by such other  governmental  agencies or  authorities  within the
      United  States as may be  necessary  to enable the sellers  thereof or the
      underwriter(s),  if any, to  consummate  the  disposition  of such Subject
      Shares;

                (xviii)  cooperate with the Holders and the managing
      underwriter(s), if any, or any other interested party (including any
      interested broker-dealer) in making any filings or submission required
      to be made, and the furnishing of all appropriate information in
      connection therewith, with the National Association of Securities
      Dealers, Inc. ("NASD");

                (xix) cause its  subsidiaries to take action necessary to effect
      the  registration  of the Subject Shares  contemplated  hereby,  including
      filing any required financial information;

                (xx)  effect  the  listing of the  Subject  Shares on The Nasdaq
      Stock Market's National Market or such other national  securities exchange
      or over-the-counter  market on which shares of the Common Stock shall then
      be listed; and
<PAGE>

                (xviii)   take  all  other   steps   necessary   to  effect  the
      registration of the Subject Shares contemplated hereby.

                (b) The  Holders  shall  provide  (in  writing and signed by the
 Holders  and  stated to be  specifically  for use in the  related  registration
 statement,  preliminary  prospectus,  prospectus  or  other  document  incident
 thereto)  the  information  regarding  registered  ownership  and the number of
 shares  being sold as is  customarily  contained  in a  "Principal  and Selling
 Securityholders" table in a prospectus.

                (c) The  Holders  shall,  if  requested  by the  Company and the
 managing  underwriters  designated by the Company and the Holders in connection
 with any proposed registration and distribution pursuant to this Agreement, (i)
 agree to sell the  Subject  Shares on the basis  provided  in any  underwriting
 arrangements entered into in connection therewith and (ii) complete and execute
 all questionnaires,  powers of attorney,  indemnities,  underwriting agreements
 and other  documents  similar to those  executed in the  Offering or  otherwise
 customary in similar offerings.

                (d) Upon receipt of any notice from the Company that the Company
 has become aware that the  prospectus  (including any  preliminary  prospectus)
 included in any registration  statement filed pursuant to Section 2(a) or 3, as
 then in effect,  contains any untrue  statement of a material  fact or omits to
 state any material fact required to be stated  therein or necessary to make the
 statements  therein not  misleading,  the Holders shall  forthwith  discontinue
 disposition of Subject Shares pursuant to the registration  statement  covering
 the same  until the  Holders'  receipt of copies of a  supplemented  or amended
 prospectus  and, if so directed by the Company,  deliver to the Company (at the
 Company's  expense)  all copies  other than  permanent  file copies then in the
 Holder's possession,  of the prospectus covering the Subject Shares that was in
 effect prior to such  amendment or  supplement.  If the Company  provides  such
 notice,  the periods  mentioned  in Sections  2(a) or 3 of this  Agreement  for
 maintaining the  effectiveness of the Registration  Statement shall be extended
 by the length of the period from and  including the date when the Holders shall
 have  received  such notice to the date on which such Holders have received the
 copies of the  supplemented or amended  prospectus  required to be delivered by
 the Company under Section 4(a)(vii) of this Agreement.
<PAGE>

                (e) The Company shall pay all reasonable  out-of-pocket expenses
 incurred in connection with any Demand  Registration  Statements filed pursuant
 to Section 2(a) of this Agreement and any registration statement filed pursuant
 to Section 3 of this Agreement,  including, without limitation, all (i) SEC and
 blue sky  registration  and filing fees  (including  NASD fees),  (ii) printing
 expenses,   (iii)  transfer  agents  and   registrars'   fees,  (iv)  fees  and
 disbursements  of  the  Company's   counsel  and  accountants,   (v)  fees  and
 disbursements   of  experts  used  by  the  Company  in  connection  with  such
 registration statement, (vi) the Company's internal expenses (including without
 limitation,  all salaries and expenses of its officers and employees performing
 legal or accounting  duties, the expense of any annual audits of the Company or
 its subsidiaries and the expense of any additional liability insurance),  (vii)
 reasonable  fees and  disbursements  of one counsel,  other than the  Company's
 counsel,  selected to  represent  all  Holders by Holders  owning a majority in
 number of the Registrable Securities being registered, (viii) fees and expenses
 associated  with  "roadshows"  or otherwise  customarily  reimbursed or paid by
 issuers on behalf of underwriters in underwritten offerings; provided, however,
 that  the  Holders  shall  pay  all  underwriting   discounts  and  commissions
 attributable to securities sold for the account of the Holders pursuant to such
 Demand Registration Statement or other registration statement filed pursuant to
 Section 3 of this Agreement.

           5.    Indemnification.

                (a) In the event of any  registration  of any  securities of the
 Company under the Securities Act, the Company will, and hereby does,  indemnify
 and hold harmless (i) in the case of any registration  statement filed pursuant
 to Sections 2 or 3, the Holder of any Common Stock covered by such registration
 statement,  its directors and officers,  each broker who  participates  in such
 offering or sale on behalf of a holder,  each other person who  participates as
 an  underwriter in the offering or sale of such  securities,  its directors and
 officers and each other  person,  if any, who controls  such Holder or any such
 underwriter  within the  meaning of the  Securities  Act,  against  any losses,
 claims,  damages or liabilities,  joint or several, to which such Holder or any
 such  director  or  officer or  underwriter  or  controlling  person may become
 subject under the Securities Act or otherwise,  insofar as such losses, claims,
 damages  or  liabilities  (or  actions or  proceedings,  whether  commenced  or
 threatened,  in  respect  thereof)  arise out of or are based  upon any  untrue
 statement or alleged  untrue  statement of any material  fact  contained in any
 registration  statement under which such  securities were registered  under the
 Securities  Act,  any  preliminary  prospectus,  final  prospectus  or  summary
 prospectus  contained therein,  or any amendment or supplement  thereto, or any
 omission or alleged  omission to state  therein a material  fact required to be
 stated therein or necessary to make the statements therein not misleading,  and
 the  Company  will  reimburse  such  Holder  and each such  director,  officer,
 underwriter  and  controlling  person  for  any  legal  or any  other  expenses
 reasonably  incurred by them in connection with  investigating or defending any
 such loss, claim,  liability,  action or proceeding;  provided that the Company
 shall not be liable in any such case to the extent  that any such loss,  claim,
 damage,  liability  (or action or  proceeding  in respect  thereof)  or expense
 arises out of or is based upon an untrue  statement or alleged untrue statement
 or omission or alleged omission made in such registration  statement,  any such
 preliminary  prospectus,  final prospectus,  summary  prospectus,  amendment or
 supplement  in  reliance  upon  and  in  conformity  with  written  information
 furnished to the Company by any Holder or any underwriter  participating in the
 offering  specifically  for use in the  registration  statement,  and  provided
 further that the Company shall not be liable to any person who  participates as
 an  underwriter in the offering or sale of Common Stock or to any other person,
 if any, who controls such underwriter within the meaning of the Securities Act,
 in any such case to the extent that any such loss, claim, damage, liability (or
 action or proceeding in respect thereof) or expense arises out of such person's
 failure to send or give a copy of the final prospectus, as the same may be then
 supplemented or amended,  within the time required by the Securities Act to the
 person asserting an untrue statement or alleged untrue statement or omission or
 alleged omission at or prior to the written  confirmation of the sale of Common
 Stock to such person if such  statement or omission was corrected in such final
 prospectus.  Such indemnity shall remain in full force and effect regardless of
 any  investigation  made by or on behalf of such  Holder or any such  director,
 officer,  underwriter or  controlling  person and shall survive the transfer of
 such securities by such Holder.
<PAGE>

                (b) Unless  the  Company  otherwise  notifies  the  Holders as a
 condition to including the Subject  Shares in a  registration  statement,  each
 Holder  agrees to  indemnify  and hold  harmless (in the same manner and to the
 same extent as set forth in  subdivision  (a) of this  Section 5) the  Company,
 each  director  of the  Company,  each  officer of the  Company  and each other
 person,  if any, who controls the Company  within the meaning of the Securities
 Act and each other person who participates as an underwriter in the offering or
 sale of such securities,  its directors and officers and each other person,  if
 any,  who controls any such  underwriter  within the meaning of the  Securities
 Act,  with  respect to any  statement  or alleged  statement  in or omission or
 alleged omission from such registration statement,  any preliminary prospectus,
 final prospectus or summary prospectus  contained therein,  or any amendment or
 supplement  thereto,  if such  statement  or alleged  statement  or omission or
 alleged  omission  was made in reliance  upon and in  conformity  with  written
 information furnished to the Company by such seller specifically for use in the
 registration  statement.  Any such  indemnity  shall  remain in full  force and
 effect,  regardless of any investigation made by or on behalf of the Company or
 any such director, officer or controlling person and shall survive the transfer
 of such  securities by such seller.  Such indemnity shall be limited to the net
 proceeds from such offering  received by such  indemnifying  party. The parties
 expressly  agree that for  purposes  of this  Agreement,  the only  information
 furnished  to  the  Company  by  the  Holders  selling  Registrable  Securities
 specifically  for use in the  registration  statement  will be the  information
 concerning  such  seller   contained  in  the  Prospectus  under  the  caption,
 "Principal and Selling Securityholders" (or substantially similar caption).
<PAGE>

                (c) Promptly after receipt by an indemnified  party of notice of
 the  commencement of any action or proceeding  involving a claim referred to in
 the preceding subdivisions of this Section 5, such indemnified party will, if a
 claim in respect  thereof is to be made  against an  indemnifying  party,  give
 written notice to the latter of the commencement of such action,  provided that
 the failure of any  indemnified  party to give notice as provided  herein shall
 not relieve  the  indemnifying  party of its  obligations  under the  preceding
 subdivisions  of this  Section 5,  except to the extent  that the  indemnifying
 party has been  materially  prejudiced by such failure to give notice.  In case
 any such action is brought  against an  indemnified  party,  and it notifies an
 indemnifying party of the commencement  thereof, the indemnifying party will be
 entitled to participate in and to assume the defense thereof,  jointly with any
 other   indemnifying  party  similarly   notified,   to  the  extent  that  the
 indemnifying  party may wish,  with  counsel  reasonably  satisfactory  to such
 indemnified  party,  and  after  notice  from  the  indemnifying  party to such
 indemnified  party of its  election  so to  assume  the  defense  thereof,  the
 indemnifying  party will not be liable to such indemnified  party for any legal
 or other expenses  subsequently  incurred by the latter in connection  with the
 defense  thereof  other  than  reasonable  costs  of  investigation;  provided,
 however,  that the indemnified  party shall have the right to employ counsel to
 represent the indemnified party and its controlling  persons who may be subject
 to  liability  arising  out of any claim in respect of which  indemnity  may be
 sought by the  indemnified  party  against  the  indemnifying  party under this
 Section 5 if the  employment  of such  counsel  shall have been  authorized  in
 writing by the indemnifying party in connection with the defense of such action
 or, if in the written  opinion of counsel to either the  indemnifying  party or
 the indemnified party, representation of both parties by the same counsel would
 be  inappropriate  due to actual or likely  conflicts of interest between them,
 and in that event the fees and  expenses  of one firm of  separate  counsel (in
 addition to the fees and expenses of local counsel) for the indemnified parties
 shall be paid as incurred by the  indemnifying  party.  No  indemnifying  party
 shall,  without  the prior  written  consent of the  indemnified  party,  which
 consent  shall not be  unreasonably  withheld,  effect  any  settlement  of any
 pending or threatened  action in respect of which any  indemnified  party is or
 could have been a party and indemnity could have been sought  hereunder by such
 indemnified party unless such settlement  includes an unconditional  release of
 such  indemnified  party from all  liability on any claims that are the subject
 matter of such action.

                (d)  If  the  indemnification  provided  for  in  the  preceding
 subdivisions  of this  Section  5 is  unavailable  to an  indemnified  party in
 respect of any expense,  loss, claim,  damage or liability referred to therein,
 then each indemnifying  party, in lieu of indemnifying such indemnified  party,
 shall contribute to the amount paid or payable by such  indemnified  party as a
 result of such expense,  loss, claim,  damage or liability.  In determining the
 amount of contribution to which an indemnified  party is entitled,  there shall
 be  considered  such  indemnified  party's  relative  knowledge  and  access to
 information concerning the matter with respect to which the claim was asserted,
 the  opportunity  to correct and prevent any  statement or omission,  and other
 equitable  considerations  appropriate  under the  circumstances.  It is hereby
 agreed  that it would  not  necessarily  be  equitable  if the  amount  of such
 contribution   were   determined   by  pro  rata  or  per  capita   allocation.
 Notwithstanding  the foregoing,  no Holder of Registrable  Securities  shall be
 required to  contribute  any amount in excess of the net  proceeds  received by
 such Holder (net of underwriting  discounts and  commissions)  from the sale of
 such  Registrable  Securities  in the  offering  which forms the basis for such
 action or proceeding. No person guilty of fraudulent  misrepresentation (within
 the  meaning of Section  11(f) of the  Securities  Act)  shall be  entitled  to
 contribution  from any  person  who was not  found  guilty  of such  fraudulent
 misrepresentation.
<PAGE>

           6.  Condition to  Company's  Obligations.  Notwithstanding  any other
 provision  in  this  Agreement  to the  contrary,  the  Company  shall  have no
 obligation to effect any  registration  of Registrable  Securities  pursuant to
 this Agreement within 180 days of the date of the prospectus for the Offerings,
 unless U.S.  Bancorp  Piper Jaffray Inc. on behalf of the  underwriters  in the
 Offering shall have given its prior written consent to such filing.

           7. Notices.  Any notice or other communication  required or permitted
 to be given  hereunder shall be in writing and shall be effective (a) upon hand
 delivery or delivery by telex (with correct answerback  received),  telecopy or
 facsimile at the address or number designated below (if delivered on a business
 day during normal  business hours where such notice is to be received),  or the
 first  business  day  following  such  delivery (if  delivered  other than on a
 business day during normal  business hours where such notice is to be received)
 or (b) on the third  business  day  following  the date of  mailing  by express
 courier  service,  fully  prepaid,  addressed to such  address,  or upon actual
 service,  fully prepaid,  addressed to such address,  or upon actual receipt of
 such   mailing,   whichever   shall  first  occur.   The   addresses  for  such
 communications shall be:

           If to the Company, to:

           HomeServices.Com Inc.
           6800 France Avenue South, Suite 600
           Edina, Minnesota 55435
           Attn: Ronald Peltier
           Telecopy: (612) 928-5900

           If to MidAmerican Holdings, to:

           MidAmerican Energy Holdings Company
           306 South 36th Street, Suite 400
           Omaha, Nebraska  68131
           Attn:  Senior Vice President, Mergers and Acquisitions
           Telecopy: (402) 341-4500

           If to any other Holder,
           to such name at such address as such Holder shall have indicated in a
           written notice delivered to the other parties to this Agreement.

 Any party  hereto may from time to time change its  address  for notices  under
 this  Section 7 by giving at least 10 days' notice of such changes to the other
 parties hereto.
<PAGE>

           8. Waivers. No waiver by any party of any default with respect to any
 provision,  condition or requirement  hereof shall be deemed to be a continuing
 waiver in the future thereof or a waiver of any other  provision,  condition or
 requirement  hereof;  nor shall any delay or  omission of any party to exercise
 any right  hereunder  in any  manner  impair  the  exercise  of any such  right
 accruing to it thereafter.

           9. Headings.  The headings  herein are for  convenience  only, do not
 constitute a part of this  Agreement and shall not be deemed to limit or affect
 any of the provisions hereof.

           10. Successors and Assigns;  Amendments.  (a) This Agreement shall be
 binding upon and inure to the benefit of the parties and their  successors  and
 assigns,  including  for the benefit of those  persons  specified in Section 11
 hereof.  If  the  Company  is a  party  to a  merger,  consolidation  or  other
 transaction in which all or part of the Registrable Securities are converted or
 changed into securities of any other person, the Company shall make appropriate
 provision  for such  other  person to become a party to this  Agreement  and to
 provide the  registration  and other rights with respect to the  securities  of
 such other person. Except as provided in this Section 10, the Company shall not
 assign this  Agreement  without the prior written  consent of the other parties
 hereto.

           (b) This Agreement may not be amended except by a written  instrument
 executed by the parties hereto.

           11.  Third Party  Beneficiaries.  This  Agreement is intended for the
 benefit of the parties  hereto and their  respective  permitted  successors and
 assigns and is not for the benefit of, nor may any provision hereof be enforced
 by, any other person other than a Permitted Transferee.

           12.  Governing Law. This Agreement shall be governed by and construed
 and  enforced in  accordance  with the  internal  laws of the State of Delaware
 without regard to the principles of conflicts of laws.

           13. Entire Agreement. This Agreement contains the entire agreement of
 the parties  hereto in respect of the subject  matter hereof and supersedes all
 prior  agreements  and  understandings  between the parties with respect to the
 subject matter hereof.

           14.  Execution.  This  Agreement  may be  executed  in  two  or  more
 counterparts,  all of which shall be considered  one and the same agreement and
 shall become  effective  when  counterparts  have been signed by each party and
 delivered to the other party,  it being  understood  that both parties need not
 sign the same counterpart.

<PAGE>

           IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to
 be duly executed by their respective authorized officers as of the date hereof.


                     HOMESERVICES.COM INC.



                           By: /s/ Steven A. McArthur
                         ----------------------------
                            Name: Steven A. McArthur
                          Title: Senior Vice President


                       MIDAMERICAN ENERGY HOLDINGS COMPANY



                           By: /s/ Steven A. McArthur
                          ----------------------------
                            Name: Steven A. McArthur
                          Title: Senior Vice President