The Athena Group, Inc. (Athena), in close collaboration with practicing faculty and clinicians at Morgan State University (MSU), University of Delaware (UD), and George Washington University (GWU), proposes the Phase II development of eClinic as an effective, affordable, and sustainable educational software product de- signed to improve the quality of the undergraduate clinical laboratory science (CLS) experience. The Phase II eClinic project will leverage Athena's significant experience in developing 3D virtual learning environments and MSU's, UD's, and GW's CLS subject matter expertise to build on the student success demonstrated during eClinic's Phase I modules and activities. The Phase II eClinic technology will result in 30 CLS scenario-based, student learning modules, including lessons and virtual instruments (VIs), and 10 faculty modules that emulate high-end laboratory instrumentation. The 10 faculty modules will feature simulations and activities that can be cross-purposed for use by CLS students. All eClinic modules will focus on content common to accredited CLS program courses. The student modules will be quantitatively assessed in existing CLS courses, while a cadre of CLS instructors will review and evaluate the faculty modules. In Phase II, Athena will address the question of how the eClinic hypothesis can be applied to more broadly impact CLS students across the nation, supporting programs of study that focus on traditional wet la- boratories as well as those that expose students to the high-tech instrumentation found in professional practice. Efforts will continue to increase the connectivity between high-tech instrumentation and techniques found in practicing medical facilities and the learning experiences offered in the laboratory section of CLS courses. In Phase II, Athena will expand eClinic's focus on providing CLS program instructors and practicing professionals with professional development opportunities. Extensive assessment of the comprehensive eClinic system will be completed in Phase II. To achieve widespread commercial product adoption in the marketplace, Athena will license eClinic to publishers, dealers, retailers, and distributors with established marketing channels.