Adaptive learning is proposed to help online learning based on a learner’s background and preference. Accordingly, this research project designs and develops an adaptive e-learning system with a particular system mechanism. The designed mechanism has two features. One for the learning contents is to design multiple learning paths for learners and difficulty level of material by considering learners’ background and learning performance. The other for the learning method is to allow learners choosing where they would like to go into the leaning system, monitoring their learning situation and performance, helping find a suitable learning level if needed. To achieve the research objective, this project conduct two major tasks: 1) to design and develop an adaptive learning prototype system having the mechanism described above, and 2) to evaluate the developed prototype. The first task mainly focus on system and mechanism design and development. To have the first task more substantial, this research project use the course of “ database management ” as an application case to design and develop the prototype. Work to do for this is to invite domain professionals to define course elements and their difficulty levels, organize the defined elements for learning paths, and design a test bank having hundreds of questions for further use. The second task aims at the validation and verification of the prototype system. To do so, the research has learners to physically use the prototype and then test them. Evaluation criteria is based on learning performance and learning satisfaction. This research project not only improve the adaptive online learning system, but to provide e-learning system with a solution that learners can obtain knowledge more effectively.