This paper elaborates on the importance of a strategic foundation when digital learning or knowledge management (KM) solutions are planned and developed. It looks at some key issues of e-Learning and knowledge management (KM) through discussing the various stages (technologies) and potential benefits of e-Learning; the state of the e-Learning industry; the concept and hierarchy (components) of KM; digital divide; and the implications of KM on e-Learning. It emphasizes the importance of a strategic approach to introducing e-Learning and KM through reviewing some of the potential causes of failure and proposing a framework for developing a strategic foundation for e-Learning and KM.