This Small Business Innovation Research (SBIR) Phase I project aims to incorporate novel machine vision functionality and innovative social networking capabilities into the technology of distance learning and online webinars. The primary objective is to make on-line training and virtual collaboration more engaging and compelling by replicating non-verbal feedback related to the rate and acceptance of information delivery in lectures, in order to make the experience of distance learning more emotionally immersive. This project contributes four significant innovations: 1) a machine-vision recognition system for head position, gaze direction, facial expressions of interest or comprehension, which when averaged across participants will provide simple feedback related to the rate and acceptance of information delivery; 2) a machine-vision-based hand detection system for motion and shape to detect hand raising or other gestures; 3) to enable hot-deployable third party pedagogical applications within the framework, aka "side apps"; and 4) to integrate social functionalities that replicate pre- and post-lecture socialization including pair-sharing, breakout groups, team teaching, and support for teaching assistance. In anticipation of support for this project, TSN has already built an evaluation test bed for tele-lectures and virtual classrooms. The broader impact/commercial potential of this project is to significantly transform on-line education. On-line training also has the potential to radically alter the delivery of education. By 2018, the estimated cost of four-year public university education is expected to rise to $151,000. For private colleges, this cost will increase to over $300,000. To address this crisis, several colleges and startup companies have announced an increased use of on-line training. However existing systems for streaming video for lectures, and virtual group learning environments, have not advanced to the level that distance learning isn't considered to be a second-class citizen in the educational world. The proposed system can transform the fundamental efficacy of on-line training and spur new research.