This paper describes the design of a Web-based learning environment for leadership facilitators in a United States military organization. The overall aim of this project was to design a prototype of an online learning environment that supports leadership facilitators' knowledge development in the content area of motivation. The learning environment was designed to provide new learning opportunities for facilitators to build content knowledge through interactive learning activities and experiences with other members of their own community. This project was managed as a concurrent solution design process incorporating elements of strategic thinking, change creation, work environment design, and rapid prototyping. The front-end analysis and impact evaluation were built into the design process. The use of the iterative solution design process (with the iterative design phases of performance analysis, prototype design, and prototype re-design) allowed for increased efficiency and effectiveness in making ongoing refinements and improvements to the prototype. The project team agreed upon three broad areas of learning environment design--analyzing, designing, and continuously improving--and these principles were used as the foundation for a pre-prototype evaluation plan. The plan included questions derived from a variety of performance improvement theories and models. A solution design decision aid assisted in evaluating the effectiveness of the learning and performance environment. Specific strategies and recommendations related to utilization and ongoing support of the prototype that was designed and delivered to the client were proposed. These focused in two key areas: adopting and diffusing the product within the target organization; and continuously improving the design and usefulness of the current prototype once it has been adopted by the target organization. Critical diffusion and work environment factors are identified, with recommendations, to highlight some of the biggest challenges to project success. Brief descriptions of each major component of the Web-mediated learning and performance environment are then offered, with recommendations for continuous improvement and maintenance of each on the Web site. (AEF)