2,750,000 Shares

PALMSOURCE, INC.

Common Stock

($0.001 Par Value)

UNDERWRITING AGREEMENT

March     , 2004

Deutsche Bank Securities Inc.

Needham & Company, Inc.

First Albany Capital Inc.

As Representatives of the

Several Underwriters

c/o Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

Ladies and Gentlemen:

PalmSource, Inc., a Delaware corporation (the Company), proposes to sell to the several underwriters (the Underwriters) named in Schedule I hereto for whom you are acting as representatives (the Representatives) an aggregate of 2,750,000 shares of the Companys Common Stock, $0.001 par value (the Firm Shares). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell to the Underwriters at the Underwriters option an aggregate of up to 412,500 additional shares of the Companys Common Stock (the Option Shares) as set forth below.

As the Representatives, you have advised the Company (a) that you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Shares set forth opposite their respective names in Schedule I, plus their pro rata portion of the Option Shares if you elect to exercise the over-allotment option in whole or in part for the accounts of the several Underwriters. The Firm Shares and the Option Shares (to the extent the aforementioned option is exercised) are herein collectively called the Shares.

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In consideration of the mutual agreements contained herein and of the interests of the parties in the transactions contemplated hereby, the parties hereto agree as follows:

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Underwriters as follows:

(a) A registration statement on Form S-1 (File No. 333-111871) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the Act), and the rules and regulations (the Rules and Regulations) of the Securities and Exchange Commission (the Commission) thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with any registration statement filed by the Company pursuant to Rule 462 (b) of the Act, is herein referred to as the Registration Statement, which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. Prospectus means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a Preliminary Prospectus. Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to any Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

(b) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own or lease its properties and conduct its business as described in the Registration Statement. Exhibit A hereto contains a complete list of each of the subsidiaries of the Company (collectively, the Subsidiaries). Each of the Subsidiaries has been duly incorporated (in the case of a corporation) or duly formed (in the case of a limited liability company) and is validly existing as a corporation or a limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, and has the corporate or limited liability company power and authority to own or lease its properties and conduct its business as described in the Registration Statement. The Subsidiaries are the only subsidiaries, direct or indirect, of the Company. The Company and each of the Subsidiaries are duly qualified to transact business and in good standing in all jurisdictions in which the conduct of their business requires such qualification, except where failure to be so qualified or be in good standing would not individually or in the aggregate have a material adverse effect on the earnings, condition (financial or otherwise), business, operations, management, properties, assets, rights, stockholders equity, or results of operations of the Company and its Subsidiaries taken as a

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whole (Material Adverse Effect). The outstanding shares of capital stock (in the case of a corporation) or interests (in the case of a limited liability company) of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned as set forth on Exhibit A hereto free and clear of all liens, encumbrances and equities and claims; and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into shares of capital stock or ownership interests in the Subsidiaries are outstanding. None of the Subsidiaries are significant subsidiaries within the meaning of Section 1.02(w) of Regulation S-X under the Rules and Regulations.

(c) The outstanding shares of Common Stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the Shares to be issued and sold by the Company have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and non-assessable; and no preemptive rights of stockholders exist with respect to any of the Shares or the issue and sale thereof. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock.

(d) The information set forth under the caption Capitalization in the Prospectus is true and correct as of the date therein indicated and the Companys authorized capitalization as set forth in the Prospectus has not changed since the date therein indicated. All of the Shares conform to the description thereof contained in the Registration Statement. The statements set forth in the Prospectus under the caption Description of Capital Stock, insofar as they purport to constitute a summary of the terms of the Shares and under the caption Underwriting, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects. The form of certificates for the Shares conforms to the corporate law of the jurisdiction of the Companys incorporation.

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