English language learners (ELL) are both the fastest growing and among the lowest performing student populations in rural schools. The average ELL student has spent seven years in U.S. school systems and is below grade level in reading, writing and math. High-poverty, minority children show gains in mathematics achievement during fourth through eighth grades when they attend schools focused on good teaching, successful instructional strategies, increased effort, better attendance and self-confidence in mathematics. Despite the influx of ELL students in rural communities, educational resources for these students are scarce, if they exist at all. AzTech Games is a suite of software applications with text read aloud to students, a storyline centered on historical events and in-game mathematical challenges and instruction. At the click of a button, written and spoken language switches from English to Spanish, providing bilingual supplemental instruction for schools that may have few, if any, bilingual staff. This technological solution is optimized for rural communities and usable by both ELL and non-ELL students, that teaches, tests and tracks progress in mathematics and English/language arts, accommodates to the student's native language and can be used by a regular (non-bilingual) classroom teacher. AzTech is centered on a computer game interface where a bilingual avatar guides the student through collection of assessment data and completion of increasingly difficult problems in computation, measurement and statistics concepts. Immediate feedback is provided to students, with reinforcement in the form of prizes earned for correct answers. The program analyzes incorrect answers and routes the student to appropriate instructional content based on the type of error identified. Instructional methods offer options of online games, quizzes, videos, animation and virtual manipulatives. Teachers can access analytic reports on individual student and class performance, with links to recommended online examples, class handouts and PowerPoint presentations. Utilizing software that enables us to create a cross-platform product, we address both the skills students need and account for hardware systems limitations commonly encountered when working in rural schools. After meeting all technical Phase I technical objectives, including prototype development, usability testing, creation of customized assessments and teacher resources and baseline data collection, The Julia Group has established the necessary foundation to bring to commercialization a product that addresses the performance gap for ELL students and takes into consideration the technical obstacles regularly encountered by rural schools. In Phase II, we are building upon our findings and expanding our research. Phase II will see the development of 16 game levels in an online application that integrates instruction in English language and mathematics within a 3-D virtual world. To complement the software application, The Julia Group will create library of supplemental instructional resources and professional development resources for teachers. The end result will be a multifaceted commercial product on the marketplace. We will collect and analyze student performance and engagement data in a multi-year, multi-state study, with schools from three rural districts in three states already committed. In addition to efficacy data, we will collect and analyze data on barriers to implementation within rural schools the findings of which will not only further shape our efforts, but will also be disseminated in publications and presentations for the benefit of future technology companies in serving rural communities.