The Box Hill Learning Network (BHLN) in Australia has these two arenas of activity: to enable BHLN to become sustainable and to develop an online learning system that caters to the needs of the network. Partners are Box Hill Institute, Box Hill Hospital, Box Hill Senior Secondary, City of Manningham, and City of Whitehorse. Within this partnership, the BHLN aims to develop a community of practice; deliver work-based training through the use of online learning; and support the host communities as they develop strategies to become learning organizations. Establishment of BHLN has been a positive experience for the facilitators involved. There has been an imperative to create a community of practice before BHLN could begin to promote itself in other arenas. The attainment of this goal at such an early stage is significant. These activities or competencies to become a learning organization are to varying degrees becoming recognizable within BHLN's activities and work: scan and anticipate change in the environment; develop an ability to question, challenge, and change operational norms and assumptions; allow appropriate strategic directions and patterns of organizations to emerge; and become skilled in the art of double-loop learning. (YLB)