The Learning Exchange was established by the University of British Columbia (UBC) in 1999 in Vancouver's Downtown Eastside (DTES). The challenge has been to create a shared space for learning exchanges between two very different communities: a research-intensive university and an inner city area most commonly depicted as a place of hopelessness. The Learning Exchange provides an interesting model for how shared spaces can work to bring benefits to both to individual community members, students and faculty, as well as to the university and community organizations. It provides a place in the community where UBC students and faculty, and DTES residents and organizations connect, pursue common interests and learn from each other with a long-term goal of bringing about social change. Examples are given of the ways in which attention is paid to the physical, emotional and intellectual environment and the synergies that occur in shared spaces. Based on our experience and lessons learned we identify important principles for creating successful university-community shared spaces.