The goal of this project is to provide a learning environment that draws upon students' natural curiosity to explore and observe. The stereoscopic brightfield microscopes, phase contrast microscope with video attachments for demonstrations, an IBM Info window Computer system with Laser Disk playback for tutorials, and anatomical models, physiogrips and spectrophotometers allow the overwhelmingly minority and female students served by the institution to obtain hands-on experience that influences their decision to consider careers in science and technology.