Multimedia has proven for its efficacy as computer assisted tools in learning. An effective multimedia courseware required understanding design and learning theories during pre-development process. This paper presents the application of design and learning theories in developing a multimedia courseware of Loci in Two Dimensions, Li2D. ADDIE Methodology together with Macromedia Flash 8 and Adobe Photoshop has been employed in the development of the courseware. The theories that have been applied in the development include; Design Theory, Behaviorism, Constructivism, Cognitive and Van Hiele Thinking Model. The Instructional Design Model and the courseware prototype, Li2D are presented as the result in this study. © 2011 IEEE.