The Web3D exemplar development process will involve students and staff from two regional multi-modal universities and the wider higher education community through a three pronged integrated methodology framed within an action research model. Different approaches will be used to select and support academics from diverse disciplines as they design, create and evaluate elements built with Web3D technologies. Teams from both institutions will provide technical and education specialists to support the construction of up to 10 Web3D exemplars. This initial experience will guide the engineering of rapid-development tools for use by the wider community to support the production of another 10 exemplars. Outcomes and processes will be evaluated at each stage by project participants, members of the Web3D consortium, and the wider sector. A community Web3D e-Learning Exchange will be used to deposit resources, document the processes and provide avenues for dissemination to and support and development of the entire community.