Tax Indemnity Agreement

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


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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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 Gr ...