There are a number of issues that face individuals who would use learning objects for instructional purposes. These issues include problems with decontextualization, enabling meaningful reusability, and overcoming biases toward didactic approaches in the use of learning objects. We discuss these problems in some detail, and present a project-based model for designing and employing learning objects in instruction, which overcomes the issues outlined in the first section of the paper. (Contains 1 table and 2 figures.)