This project addresses the problem of increasing two-year college students' level of mathematical learning and participation in mathematics. The overarching goal is to provide, in both near and long term, two-year college faculty and students with a range of classroom materials that foster students' mathematical learning within a context of authentic applications. The project is a collaboration among the National Aeronautics and Space Administration (NASA), the American Mathematical Association of Two-Year Colleges (AMATYC), and Capital Community-Technical College. Twenty (20) two-year college faculty grouped in two-person teams, will collaborate with Kennedy Space Center scientists and engineers to produce ten (10) Laboratory Technical Activities (LTAs) and twenty (20) Spinoffs. The LTAs are complete learning units that expose two-year college students to the interdependence of technology and mathematics within the framework of the Reform Principles expressed by AMATYC's Crossroads in Mathematics. The Spinoffs range from class-ready learning units to vignettes connecting snapshots of the technological world with mathematics. The development process begins with a 1998 summer workshop at the Kennedy Space Center, extends through four drafting stages with associate reviews, and culminates with dissemination. Dissemination will include presentations at meetings organized by professional associations and via a Web-based electronic book project.