This paper discusses research and development work currently being conducted with universities in Bhutan and Nepal to design appropriate systems for distance and distributed learning courses among a network of campus sites. Although working from a high level of awareness of pedagogic skills, staff in the region face two significant impediments in the adoption of a more open culture of learning. Firstly, Internet access is improving rapidly, but is still generally too weak and inconsistent to allow any reliance on net-based learning solutions. Secondly, the academic culture is resistant to the recognition of the value of open-learning degrees, with subsequent difficulties in re-designing course materials for a more educationally flexible, student-centred learning environment. Some current pilot initiatives in distributed learning are described. Methods for addressing these two impediments are discussed. [This article was published in the theme issue on "Changing Faces of Open and Distance Education in Asia."]