During the last two years I have been involved in the development and operation of a number of on-line courses. The scope of projects varied from a whole semester course, to a two week in class project, however the general intent of these courses have all been essentially the same, to enhance the learning experience for students by providing interaction, via the internet, among classes at geographically diverse institutions. This paper examines the logistics of designing an on-line activity, from both a technical and pedagogical perspective, and examines how students react to an on-line learning environment. Hopefully, this paper will act as a guide for those interested in developing their own on-line projects.