This Small Business Innovation Research Phase I project to be carried out by Analysis and Simulation, Inc.(AnSim) proposes to develop a Virtual Learning Environment (VLE) system to support collaborative learning and case-study instruction in the sciences and mathematics. The environment is a windows-based implementation of the table top shared by the group during face-to-face meetings. It would support real-time interaction between groups of students, with or without their instructor, allowing verbal and graphical interchanges, via chat channels and graphics whiteboard and web browser. The system integrates a unique search facility, Human Memory Extension (HME), and analytical engine to support the group's case study research efforts. The VLE extends the groups capacity to hold meetings and share retrieved research data while working on a case study thereby having a synergistic effect on the group's cohesiveness. The complete VLE supports a group-learning/case-based studies approach to learning and should be of general interest to college educators in the sciences, engineering and mathematics. The VLE design is modular and capable of spin-off products: (1) the HME search facility could assist students to make their information retrieval from digital sources be more efficient; (2) the virtual meeting room with chat facility and white board would give teachers the ability in effect to meet with students outside the class room. High schools educators may choose to focus more on the HME search facility for use with their growing digital libraries