Since modern life bring convenience and comfort to get a variety of food like junk food to our lives, children lose control of their weight, overweight and obesity of children become more serious, resulting in not only increasing the risk of their health problems but also possibly hurting their development of intelligence and thinking. Although the experts proposed good ideas to help children’s learning, however, few studies put emphasis on how to help their learning and health as well, furthermore it is rarely further examined the effect of learning by exercise and their relationship of learning and exercise. To address this issue, this project tries to propose two ideas, “learning by applying” and “learning by exercising” and design one user-oriented adaptive context-aware learning environment with wearable devices, where the students can learn by walking to real-contexts to explore them and apply their learning in English to their surroundings. Hence, in the first year, we focus on EFL learning by applying and verifying English on campus, which students are familiar with, hopefully consolidating learning effect and motivating interests. The second year, one experiment will be further conducted by introducing “learning by exercising” into the first year study using “learning by applying”. With wearable devices, some sensors like thermometer or heart rate monitor can measure children body conditions and calculate how hard their exercise is and how many calories burn. Meanwhile, with GPS and multimedia functions of wearable devices, students can easily practice English by exploring the contexts surrounding them. Therefore, we design advanced multimedia functions and learning activity to enhance learning and exercising in authentic familiar surrounding like campus and school district. The last year, we will introduce collaborative and competitive activities like contest or grouping; hopefully students not only can learn English through exploring and exercising in the real-context but also collaborate or compete with others with sustainable motivation. To reach our aim, several empirical experiments will be conducted year by year to investigate the effects of “learning by exercising”, “learning by applying” or both in our proposed learning environment on learners’ perception and their learning achievement and motivation.