This paper describes Arizona Learning Systems (ALS), an alliance of Arizona community colleges developed in response to a state legislative appropriation for technology assisted learning. The appointed task force was to address the needed telecommunications connectivity between community college districts, and among community college districts, the universities, and K-12. The ALS Business Plan focuses on the use of Interactive Instructional Television (IITV) as an instructional method. Over the next few years, ALS expects other modes of learning to become available, and the Business Plan includes funds for content development in these other modes of instruction. ALS proposes to extend the benefits of distance learning statewide and create market-based incentives for the development of entirely new instructional content. It also should encourage the development of computer-based instruction (CBI) and Internet courses. The ALS plan envisions developing two "markets": a telecommunications network and instructional content. The system would ultimately have a four- to five-person staff, and the plan includes programs for faculty development, assessment of instructional material effectiveness, and development of content otherwise thought uneconomic by districts. Included in this article is a table of ALS's financial plan and a chart of the number of annual headcount students served through ALS courses. (VWC)