This proposal describes a project which is designed to demonstrate a model of learning that will deliver multimedia mathematics curriculum to learners in their homes. This model will shape and extend current integrated learning systems capacity and merge it with videoconferencing for delivery through the emerging telecommunications infrastructure. The proposal begins with the background of the project and an examination of the needs and direction of the K-12 public education system. Some learning system requirements are then identified and the State University of New York's (SUNY) public/private developmental experience is reviewed. An outline of the operational plan of the proposal includes objectives and action steps that are designed to engineer and demonstrate a technologically enhanced learning model. A management plan is also presented which includes the roles of project partners and steps in management. An assessment plan for the project is also identified and the dissemination plan for the project is described. Appended materials include letters of support from key participant organizations; a full project timeline; project staff resumes; and the detailed assessment plan. (JLB)