This SBIR Phase I project will develop a cloud-based E-Learning platform providing hands-on labs and personalized learning support for science, technology, engineering, and math (STEM) education. Hands-on labs have become an indispensable part of curriculum components for STEM education. There is a high demand for students to practice real-world problems through hands-on labs; moreover, hands-on labs should provide adaptive and personalized learning capability for students to adjust their learning paths and contents to achieve desired study outcomes more effectively. However, the main issues of providing hands-on labs are in two-fold: (1) high lab management overhead for instructors; and (2) lack of user-behavior learning models that can be used for personalized learning in an experimental setup. In this SBIR Phase I project, we will develop a platform providing a cloud-based virtual laboratory solution that minimizes the lab management overhead, and tracks users' hands-on learning behavior to provide personalized learning support in order to improve students' learning outcomes. The presented solution will have great impacts for a broader population from K-12 to higher education. The novelty of the proposed research lies in the technology innovations by conducting research in the following areas: (1) a Software Defined Networking (SDN)-based approach to support Private Network and Network Security as a Service (PNaaS and NSaaS) model for cloud resource provisioning in a highly dynamic virtualized learning environment; (2) a pure web-based service model to guide students' lab experiments based on cybersecurity knowledge bases and concept maps; (3) learning behavior tracking and modeling to collect and represent students' diverse learning activities for cybersecurity learning based on ICAP (Interactive, Constructive, Active and Passive) features which describe student?s cognitive engagement to discern different levels of engagement as overt behaviors; and (4) build-in self-assessment services to measure users' learning outcomes. The research goal of this SBIR I project will address the challenges on how to create a scalable E-Learning environment to provide resources (computing, storage, networking, education contents, and personalized learning guidance) to a large number of learners and educators who have different system resources and learning setup requirements.