EXHIBIT 10.41b

                                  ADDENDUM TO
                                MARTIN H. SINGER
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                   AMENDMENT TO MANAGEMENT RETENTION AGREEMENT

                               SEPTEMBER 30, 2003


         This Agreement is entered into as of September 30, 2003 by and between
PCTEL, Inc. (the "Company") and Martin H. Singer ("Executive").

         The purpose of this Agreement is to serve as an addendum to Executive's
Amended and Restated Employment Agreement effective as of July 1, 2003 (the
"Employment Agreement"), and as an amendment to Executive's Management Retention
Agreement effective as of November 15, 2001 (the "Management Retention
Agreement").

1.       Addendum to Employment Agreement. The following provisions shall be an
         addendum to and deemed to be a part of the Employment Agreement:

         (a) Section 280G. The benefits to be accorded to Executive under
         Section 8(a) of the Employment Agreement, entitled "Severance;
         Termination Following a Change of Control," shall be subject to the
         following:

         In the event that the severance and other benefits provided for in the
         Employment Agreement or otherwise payable to Executive (i) constitute
         "parachute payments" within the meaning of Section 280G of the Internal
         Revenue Code of 1986, as amended (the "Code") and (ii) but for this
         Section, would be subject to the excise tax imposed by Section 4999 of
         the code, then Executive's severance benefits under the Employment
         Agreement shall be payable either
         (i)      in full, or
         (ii)     as to such lesser amount which would result in no portion of
                  such severance benefits being subject to excise tax under
                  Section 4999 of the Code,
         whichever of the foregoing amounts, taking into account the applicable
         federal, state and local income taxes and the excise tax imposed by
         Section 4999, results in the receipt by Executive, on an after-tax
         basis, of the greatest amount of severance benefits under the
         Employment Agreement, notwithstanding that all or some portion of such
         severance benefits may be taxable under Section 4999 of the Code.
         Unless the Company and Executive otherwise agree in writing, any
         determination required under this Section shall be made in writing by
         the Company's independent public accountants (the "Accountants"), whose
         determination shall be conclusive and binding upon Executive and the
         Company for all purposes. For purposes of making the calculations
         required by this Section, the Accountants may make reasonable
         assumptions and approximations concerning applicable taxes and may rely
         on reasonable, good faith interpretations concerning the application of
         Sections 280G and 4999 of the Code. The Company and Executive shall
         furnish to the Accountants such information and documents as the
         Accountants may reasonably request in order to make a determination
         under this Section. The Company shall bear all costs the Accountants
         may reasonably incur in connection with any calculations contemplated
         by this Section.





         (b) Retirement Health Care Benefit. The Company and Executive agree as
         follows with respect to the provision of health care benefits to
         Executive and members of his immediate family, in accordance with
         Section 8(d) of the Employment Agreement, entitled "Severance; Employee
         Benefits Post-Retirement."

         (i)      The Company will pay for the premiums for comprehensive health
                  care coverage, consistent with the coverage provided to other
                  executives of the Company in accordance with the Company's
                  established policies, for the benefit of Executive and his
                  immediate family as long as Executive remains employed by the
                  Company.

         (ii)     At Executive's election at any time prior to July 1, 2008
                  during Executive's employment, but subject to the insurability
                  of Executive and each member of Executive's immediate family,
                  Executive may require the Company to obtain, at the Company's
                  expense, an individual family policy for the benefit of
                  Executive and his immediate family (the "Individual Policy").
                  (In the event the Individual Policy is not available due to
                  insurability issues, as an alternative the Company will seek
                  to obtain an Individual Policy for those individuals who are
                  insurable, and a Blue CHIP policy for any individuals who are
                  not insurable. Such alternative arrangement shall be included
                  within the definition of "Individual Policy.")

         (iii)    Subject to Executive's continuing employment, the Company will
                  continue to provide health care coverage for Executive and his
                  immediate family, and to process health claims, under the
                  Company's existing group health care plan for a period of one
                  year from the date of obtaining the Individual Policy. At that
                  time, Executive agrees to decline further coverage under the
                  existing group policy.

         (iv)     Subject to Executive's completion of the five-year term of the
                  Employment Agreement, Executive will be responsible for
                  continued payment of the premiums under the Individual Policy
                  for the period prior to Executive's attaining the age of 62.
                  At that time, the Company will be obligated to resume payments
                  of the premiums required to maintain the Individual Policy in
                  effect until Executive and Executive's wife have reached the
                  age of 65. For purposes of determining the Company's
                  obligation to pay the premiums necessary to maintain the
                  Individual Policy, Executive will be deemed to have fulfilled
                  the five-year term of the Employment Agreement if prior to the
                  expiration of such term his employment with the Company shall
                  have been terminated as a result of death or Disability or
                  terminated without Cause.

         (v)      Upon Executive's and Executive's wife's reaching the age of
                  65, the Company's obligation to pay the premiums necessary to
                  maintain the Individual Policy shall terminate, and the
                  Company shall thereafter pay the premiums necessary to
                  maintain a Medicare supplemental policy for the remainder of
                  the lives of Executive and his wife.

         (vi)     Executive and the Company agree that the Company shall be
                  permitted to substitute alternative retirement health care
                  arrangements for the benefit of Executive and his immediate
                  family to the extent that any alternative





                  arrangement shall provide benefits that are, in the aggregate,
                  not less beneficial than those set forth above.

2.       Amendment to Management Retention Agreement.

         (a) Non-Competition. Section 7 of the Management Retention Agreement,
         entitled "Covenant Not to Compete," is hereby superseded by Section 10
         of the Employment Agreement, entitled "Conditional Nature of Severance
         Payments."

         (b) Non-Solicitation. Section 5 of the Management Retention Agreement,
         entitled "Non-Solicitation," is hereby superseded by Section 10 of the
         Employment Agreement, entitled "Conditional Nature of Severance
         Payments."

         (c) Employment Term. The first sentence of Section 2 of the Management
         Retention Agreement, entitled "At-Will Employment," is hereby
         superseded by Section 3 of the Employment Agreement, entitled
         "Employment Term."


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its duly authorized officer, as of the day and year first
above written.


COMPANY:

PCTEL, INC.


By:  /s/ John Schoen                     Date:    9-30-03
    --------------------------------           --------------------------

Name:    John Schoen
      ------------------------------

Title:   Chief Operating Officer and
       -----------------------------
         Chief Financial Officer
       -----------------------------



EXECUTIVE:


/s/ Martin H. Singer                     Date:  September 30, 2003
- -----------------------------------            --------------------------
Martin H. Singer