This Small Business Innovation Research (SBIR) Phase II project aims to commercialize Lecturetools, an in-class integrated learning environment, to improve the quality of large, gateway higher education courses. Faced with the emerging online distance learning initiatives, traditional face-to-face oriented institutions are challenged to respond with innovative teaching approaches that validate their long established face-to-face teaching model. Many studies have shown poor student engagement and retention rates in traditional large-scale collegiate classrooms. At the same time, the model of using expensive, printed course textbooks is under great pressure - simply providing monolithic textbooks, printed or electronically, is not sufficient for successful student engagement or learning. An NSF panel considered the state of the college textbook and summarized that: The textbook of the future will be the organizing hub of an integrated learning environment where the student experience is key. The combination of advancements in web-based technology and the proliferation of laptops among students offer an opportunity to address both of these issues. LectureTools Inc. proposes to deliver an integrated learning environment that joins textbook materials with student response and inquiry, lecture delivery and student note-taking functionality. The broader impact/commercial potential of this project results from the integration of multiple in-class learning tools strategically aimed at improving the educational opportunities in large gateway courses. These courses, with hundreds of students, too often offer few opportunities for active, engaging learning. Clicker companies offer multiple-choice student response systems, but few other question types, no direct access to textbook content and little, if any, functionality for student questioning or note taking. Course management systems (e.g. Blackboard, Moodle, Sakai) have been successful in organizing course assignments, grading and resource sharing that happen outside the classroom, but have not penetrated the in-class experience where LectureTools is uniquely targeted toward improving student engagement and learning. Publishing companies offer online access to textbooks, but not integrated with in-class activities. With the student response market projected to be $290M and the overall textbook market projected to be $6B by 2014, LectureTools is well positioned to capture a sizable proportion of these markets. The University of Michigan serves as a testbed and is offering a LectureTools to all courses starting in the fall, 2010. Contracts are already in place with major textbook publishers to supply the initial textbook content