Form of Tax Indemnity Agreement

DRAFT
(SEPTEMBER 8, 1999)


TAX INDEMNITY AGREEMENT


This Tax Indemnity Agreement (the "Agreement") is made and entered into this ___day of September 1999, by and between MidAmerican Energy Holdings Company, an Iowa corporation ("MidAmerican"), and MidAmerican Realty Services Company, an Iowa corporation ("MRSC").


RECITALS


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


2. MRSC currently intends to merge with and into HomeServices.Com Inc., a
Delaware corporation ("HomeServices"), with HomeServices surviving and
becoming, by reasons of such merger, the successor to MRSC under this
Agreement. Immediately following the merger, HomeServices will make an
initial public offering of its equity securities (the "Offering")
which upon the date of the closing of such Offering (the "Closing
Date") would reduce MidAmerican's ownership of HomeServices to less
than 80% and would further result in HomeServices (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 MRSC 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) to
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 MRSC agree as follows:


1. MIDAMERICAN AND MRSC TAX SHARING.


A. MRSC Obligation. From and after the Closing Date, MRSC 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 MRSC
Group (as defined below) with respect to (1) any items of income,
deduction, and credit accruing to the MRSC Group on or before the
Closing Date, and (2) any taxes of the MRSC Group for any taxable year
or period ending prior to, or on the Closing Date. For purposes of
this Agreement, the "MRSC Group" means MRSC, its subsidiaries and
their respective businesses and operations; and the "MidAmerican
Group" means MidAmerican, its subsidiaries (other than the MRSC Group)
and their respective businesses and operations.


B. MidAmerican Obligation. From and after the Closing Date, MidAmerican
shall pay MRSC for the dollar value as calculated in Section 1.C.
below of any federal, state or local income tax benefits (including
without limitation the tax benefits related to deductions, credits,
losses, and carryovers) relating to the MRSC Group with respect to (1)
any items of income, deduction, and credit accruing to the MRSC Group
on or before the Closing Date, and (2) any tax refunds of the MRSC
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 MRSC 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 MRSC 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". MRSC 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 MRSC pursuant to
Section 1.D. below.


3. MRSC 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, MRSC 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
MRSC with notice setting forth a summary of the computations required
by this Section (the "Tax Determination Notice") and (ii) make any
payment to MRSC required to be made by MidAmerican pursuant to Section
1.C. MRSC 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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2. FILING OF TAX RETURNS.


A. Tax Returns. The federal, state and local consolidat ...