Information and Communication Technologies have changed the way people live and work. Today, in the education field, there are a variety of education systems supporting innovative methods of learning and many universities are investing in creating their own eLearning Environments. Besides, learners' disabilities and learning difficulties still an issue, people can learn easily and deliver better outcomes when proposed system infrastructure support context aware computing. We believe that instead of developing an eLearning system with hidden contextual information (such as user location, network bandwidth, nearby people and devices, user disabilities, and user activity); we should explore a new eLearning application generation to focus on context aware computing rather than a flat electronic presentation of the teaching material. Such system will be more effective and adaptive to student's needs. This paper concerned with the development of a smart 3D eLearning system integrated with context aware computing in order to add values to leaner's capacity and adapt to culture constraints. Various contexts are designed and implemented in the proposed eLearning solution including User context, system context, and environment context. Student's proximate environment and disability are most important for this form of computing since the interesting part of the world around us is what we can see, hear, and touch. Finally, to demonstrate the usefulness of the context aware concept in eLearning application a simulation scenario is implemented and evaluated. Based on our evaluation, we highlight facts that eLearning must be highly personalized, adaptable, and intelligent, and some possible directions for future research.