This paper describes a Web-based mentor network designed to pair students in rural independent schools with undergraduates at selected liberal arts colleges. It is one of nine central program elements that constitute the Proteus(TM) system, a multimedia technologies architecture that supports distributed collaborations and work undertaken in the Small Schools Collaborative, a group of small independent schools. Following the introduction, a vignette illustrates how students would work and interact using the system. Part 1 identifies the similarities between learning communities created through computer-supported distance learning and in traditional educational settings; finds that the Proteus(TM) architecture supports the formation of dialogical communities associated with effective learning environments; and notes that the shared work spaces, archival and research capacities, e-mail, video conferencing, publishing, and portfolio management capabilities of the Proteus(TM) system provide strong infrastructure support to learning communities. Part 2 reviews research findings into the effectiveness of college students mentoring adolescents. Part 3 lays out a plan for how mentoring might be understood and undertaken sharing the core values of the Proteus(TM) system--that it be constructivist and in keeping with the learning principles of Project Zero, the Harvard Graduate School of Education research center. (Contains 26 references.) (TD)