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The purpose and characteristics of e-learning are different from other Web applications. This paper uses an extended Technology Acceptance Model (TAM) to explain the motivation, attitude and acceptance behind participants of e-learning. The factors that determine Web quality include the external variables: system functionality, interface design, pedagogic and contents, as well as community.. Perceived enjoyment was also added to this model as a factor. . The empirical results indicated that the extended TAM explains the acceptability of on-line learning systems with high reliability, validity, and model fitness. All "beliefs" (user perceptions)perceived usefulness, ease of use, and enjoymentare good predictors of attitude and acceptance. Pedagogic, and content as well as community are important external factors that predict e-learning acceptance.