This document describes a work-based learning approach designed to integrate work and learning at the workplace and thereby help young people develop the skills required for changing workplaces. The following considerations in designing work-based programs are discussed: the trend toward high performance workplaces and changes in the way work is organized; business definitions of quality; skills deemed necessary for the workplace by the Secretary's Commission for Achieving Necessary Skills (SCANS); the mismatch between skills taught in traditional learning environments and skills needed in changing workplaces; and the implications of learning theory for youth programs. Discussed next are the following: the purposes of work-based learning; differences between traditional and learning-rich programs/approaches; nine key elements of learning-rich work experience; supervisor/crew leader and student roles in work-based programs; guidelines for selling the work-learning approach to students and employers; things worksite supervisors should know about work-based learning; key ingredients of work-based learning; and ways the U.S. Department of Labor can support/encourage work-based learning. (Appended are the following: chart detailing the differences between conventional and high performance work organizations; lists of SCANS competencies and foundation skills; and description of a project in which youths plan a radon testing program, conduct radon tests, and make mitigation recommendations.) (MN)