This paper represents a personalized context – aware mobile learning architecture for supporting student to learn english as foreign language in order to prepare for toefl test. It provides adaptive content for different learners based on context – awareness. In our model, the context includes location, time, manner as well as learner’s knowledge. Through suggested topics as well as test questions, the learners will be supported adaptive content meeting their demands as well as their knowledge. Besides, this paper also describes camles system prototype that allows the learner to learn adaptive materials for toefl test anytime in anywhere with mobile phone. 2010 Ieee.