This paper outlines a design framework of an intelligent tutoring system (ITS). ITS focuses on a newer and more comprehensive distance learning (DL) process as compared to the established traditional DL programs practiced today. The DL model presented in this paper (CHARLIE) is a high level software based tutorial that has the ability to encompass a wide variety of current DL technologies in a single DL session. CHARLIE's architecture has four components: Control Component (responsible for the interaction between software agents and the operating system); Instructional Component (concerned with the instructional aspects of an ITS session); Text Analysis Component (analyzes the partial syntax and partial semantics of the text in the session); Student Modeling Component (analyzes a student's progress and determines the best model for learning during a session). Each component is serviced by a set of software agents to accomplish its mission. Three additional entities in CHARLIE are two separate databases and an explanation facility. Six agents have been implemented in CHARLIE to create a DL course in C++ programming. Much of CHARLIE remains to be completed which opens many areas for research.