E-learning has evolved dramatically in the past decades. With the emergence of more and more advanced technologies such as Web services, development of light weight, flexible, and intelligent E-learning systems becomes a reality. This paper proposes a novel architecture for E-learning systems based on Web services and intelligent agents. This architecture provides a flexible integration model in which all the learning components and applications are loosely connected and can be distributed on the Internet. In addition, through the use of agents, learning content can be intelligently customized to fit the context and the special learning needs of particular users.