MAXIS AFFILIATE AGREEMENT

This Maxis Affiliate Agreement (this "Affiliate Agreement") is made and entered into as of June 4, 1997 (the "Effective Date") among Electronic Arts Inc., a Delaware corporation ("Electronic Arts"), Maxis, Inc., a Delaware corporation ("Maxis") and _________________ ("Stockholder").

RECITALS

A. This Affiliate Agreement is entered into pursuant to that certain Agreement and Plan of Reorganization dated as of June 4, 1997 between Electronic Arts and Maxis (as such may be amended, the "Reorganization Agreement") which provides (subject to the conditions set forth therein) for the merger of a wholly owned subsidiary of Electronic Arts ("Merger Sub") with and into Maxis in a reverse triangular merger (the "Merger"), with Maxis to be the surviving corporation of the Merger, all pursuant to the terms and conditions of the Reorganization Agreement and the Certificate of Merger to be entered into between Merger Sub and Maxis in the form attached to the Reorganization Agreement (the "Certificate of Merger"). The Reorganization Agreement and the Certificate of Merger are collectively referred to herein as the "Merger Agreements." Capitalized terms used but not otherwise defined in this Affiliate Agreement have the meanings ascribed to such terms in the Reorganization Agreement.

B. The Merger Agreements provide that, in the Merger, the shares of Maxis Common Stock that are issued and outstanding at the Effective Time of the Merger will be converted into shares of Electronic Arts Common Stock, all as more particularly set forth in the Reorganization Agreement.

C. Stockholder understands that Stockholder may be deemed an "affiliate" of Maxis within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), and, as such, any shares of Electronic Arts capital stock acquired by the Stockholder in the Merger may be disposed of only in conformity with the limitations described herein.

AGREEMENT

1. Representations, Warranties and Covenants of Stockholder. Stockholder represents, warrants and covenants as follows:

(a) Authority; Affiliate Status. Stockholder has all requisite right, power, legal capacity and authority to execute and deliver this Affiliate Agreement and to perform its obligations hereunder. This Affiliate Agreement has been duly executed and delivered by Stockholder and constitutes the legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms. Stockholder further understands and agrees that Stockholder may be deemed to be an "affiliate" of Maxis within the meaning of the 1933 Act and, in particular, Rule 145 promulgated under the 1933 Act ("Rule 145").

(b) Maxis Securities Owned. Attachment 1 hereto sets forth all shares of Maxis capital stock and any other securities of Maxis owned by Stockholder, including all securities of Maxis as to which Stockholder has sole or shared voting or investment power, and all rights, options and warrants to acquires hares of capital stock or other securities of Maxis granted to or held by Stockholder (such shares of Maxis capital stock, other securities of Maxis and rights, options and warrants to acquire shares of Maxis capital stock and other securities of Maxis are hereinafter collectively referred to as "Maxis Securities"). As used herein, the term "Expiration Date" means the earliest to occur of (i) the closing, consummation and effectiveness of the Merger, or (ii) such time as the Reorganization Agreement may be terminated in accordance with its terms.

(c) New Maxis Securities. As used herein, the term "New Maxis Securities" means, collectively, any and all shares of Maxis capital stock, other securities of Maxis and rights, options and warrants to acquire shares of Maxis capital stock and other securities of Maxis that Stockholder may purchase or otherwise acquire any interest in (whether of record or beneficially), on and after the Effective Date of this Affiliate Agreement and prior to the Expiration Date. All New Maxis Securities will be subject to the terms of this Affiliate Agreement to the same extent and in the same manner as if they were Maxis Securities.

(d) Further Assurances. Stockholder agrees to execute and deliver any additional documents reasonably necessary or desirable, in the opinion of Maxis or Electronic Arts, to carry out the purposes and intent of this Affiliate Agreement.

(e) Merger Securities. As used herein, the term "Merger Securities" means, collectively, all shares of Electronic Arts Common Stock that are or maybe issued by Electronic Arts in connection with the Merger or the transactions contemplated by the Merger Agreements, or to any former holder of Maxis options, warrants or rights to acquire shares of Maxis Common Stock, and any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof.

(f) Transfer Restrictions on Merger Securities. Stockholder has been advised that the issuance of the shares of Electronic Arts Common Stock in connection with the Merger is expected to be effected pursuant to a Registration Statement of Form S-4 under the 1933 Act, and that the provisions of Rule 145 will limit Stockholder's resales of such Merger Securities. Stockholder accordingly agrees not to sell, transfer, exchange, pledge, or otherwise dispose of, or make any offer or agreement relating to, any of the Merger Securities and/or any option, right or other interest with respect to any Merger Securities that Stockholder may acquire, unless: (i) such transaction is permitted pursuant to Rule 145 (d) under the 1933 Act; or (ii) legal counsel representing Stockholder, which counsel is reasonably satisfactory to Electronic Arts, shall have advised Electronic Arts in a written opinion letter reasonably satisfactory to Electronic Arts and Electronic Arts' legal counsel, and upon which Electronic Arts and its legal counsel may rely, that no registration under the 1933 Act would be required in connection with the proposed sale, transfer, exchange, pledge or other disposition of Merger Securities by Stockholder; or (iii) a registration statement under the 1933 Act covering the Merger Securities proposed to be sold, transferred, exchanged, pledged or otherwise disposed of, describing the manner and terms of the proposed sale, transfer, exchange, pledge or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission ("SEC") and been declared effective by the SEC under the 1933 Act; or (iv) an authorized representative of the SEC shall have rendered written advice to Stockholder (sought by Stockholder or counsel to Stockholder, with a copy thereof and all other related communications delivered to Electronic Arts and its legal counsel) to the effect that the SEC would take no action, or that the staff of the SEC would not recommend that the SEC take action, with respect to the proposed disposition of Merger Securities if consummated. Nothing herein imposes upon Electronic Arts any obligation to register any Merger Securities under the 1933 Act.

(g) No Sale; Intent. Stockholder does not now have, and as of the Effective Time of the Merger will not have, any present plan or intention (a "Plan of Transfer") to engage in a sale, exchange, transfer, distribution, pledge, disposition or any other transaction within one year following the consummation of the Merger which would result in a direct or indirect disposition (a "Sale") of more than fifty percent (50%) of the shares of Electronic Arts Common Stock (or other Merger Securities) that Stockholder may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor or upon conversion thereof ("Derivative Securities"). Stockholder is not aware of, nor is Stockholder participating in, any Plan of Transfer to engage in Sales of shares of Electronic Arts Common Stock (or other Merger Securities) to be issued in the Merger (including Derivative Securities) such that the aggregate fair market value, as of the Effective Time of the Merger (as defined in the Reorganization Agreement), of the shares subject to such Sales would exceed fifty percent (50%) of the aggregate fair market value of all securities of Maxis outstanding immediately prior to the Merger. For purposes of this representation, Maxis Common Stock (or any portions thereof) (i) with respect to which a Maxis stockholder receives consideration in the Merger other than Electronic Arts Common Stock (including, without limitation, cash received in lieu of fractional shares) and/or (ii) with respect to which a Sale occurs during the period beginning with the commencement of negotiations (whether formal or informal) between Maxis and Electronic Arts regarding the Merger and ending on the Effective Time of the Merger (the "Pre-Merger Period"), shall be considered outstanding securities of Maxis exchanged for Electronic Arts Common Stock received in the Merger and then disposed of pursuant to a Plan of Transfer. Stockholder understands that the representations, warranties and covenants of Stockholder set forth herein will be relied upon by (i) Maxis and Electronic Arts and their respective counsel in rendering their tax opinions in connection with the Merger and (ii) the independent accounting firms that audit the annual financial statements of Maxis and Electronic Arts in connection with rendering opinions related to accounting for the Merger as a pooling of interests under Accounting Principles Board Opinion No. 16.

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