The process of learning is increasingly understood as social development of knowledge, skills and competences involving communities of practice. Personal Learning Environment “through which learners can explore and create, according to their own interests and directions, interacting at all times with their friends and community”, versus “virtual learning environments”, “merely accessing external artefacts”(Graham Attwell, 2006); the “‘e-learning 2.0′ - approach based on conversation and interaction, on sharing, creation and participation”(Stephen Downes, 2006); WEB 2.0 devices as enablers and drivers for awareness processes from tacit-individual to explicit-social knowledge (Brown J S-Adler R P, 2008) underline the centrality of learner who can actively design their learning and construct their own understanding. The project will concretise these concepts within atypical, heterogeneous, virtual communities. Target groups will be people at risk of exclusion, 50+ people, 45- women and migrants, from different countries (IT, CZ, DE, ES, UK) and cultural backgrounds, willing to develop eskills, communication and teamwork abilities, competences, e.g. creating their own e-portfolios or searching internet for sources, services. Diversity and motivation will be key valuing factors. In the testing phase, they will meet virtually bringing their own experiences, supported by tutors and coaches by a peer to peer approach. Initial learning material will be increased and improved by them during their learning process. A first survey will analyse needs, behaviours and desires of target groups and identify the sample for testing. Three further target group surveys will monitor their views and wants during the three year project. Summative learning-outcome based assessments will evaluate the effectiveness of learning as social event and will feed the final version of the WEB-based learning model, WEB-learning platforms and open source, free WEB 2.0 tools, the outcomes of the project