The transition from classroom instruction to e-learning raises pedagogical challenges for university instructors. A controlled integration of e-learning tools into classroom instruction may offer learners tangible benefits and improved effectiveness. This design-based research (DBR) study engaged students in e-learning activities integrated into classroom instruction utilizing a Social Annotation Modeling Learning System (SAM-LS). SAM-LS employs Web 2.0 software called "HyLighter" that allows instructors to implement text-dependent socio-intellectual interactions among students. Twenty students engaged in a "HyLighter" activity, individually or in groups, analyzed an article by annotating text, providing elaborate answers, and responding to peers' opinions. Their motivation, technical competency, and attitudes toward "HyLighter's" technical and pedagogical usability were evaluated. Students reported positive perceptions of "HyLighter's" technical usability but neutral attitudes toward its pedagogical usefulness and future usage. Favorable technical usability perceptions correlated with high computer and assignment self-efficacy, while negative attitudes correlated with high computer anxiety. Groups reported positive collaborative experiences. Finally, students' motivation was high and did not change as a result of the activity. These findings are discussed in relation to future DBR iterations of designing and implementing "HyLighter" activities within SAM-LS. (Contains 2 figures and 3 tables.)