Applications such as GeoGebra and TERC together with other technology-based innovations for instructional delivery, such as mobile delivery systems, provide exciting new ways of supporting the teaching and learning of mathematics. However, as with any dramatic new innovation that stimulates people who are “early adopters,” there can be challenges in the process of integrating the innovation systemically into the mainstream of established ways of doing things. The new approaches that can be integrated into mathematics instruction might awaken interest and feelings of competence among some students who were not previously excited by the study of mathematics, but I believe it safe to assume that there remain vast numbers of students who still struggle with math and these struggles are due in part to motivational obstacles that they face, especially when the novelty effect of the innovation wears off. Furthermore, many instructors resist the implementation of new technologies because of conservative attitudes, fear, and lack of perceived value. Thus, it is important to consider a variety of change management, motivational, and instructional strategy issues when trying to creatively integrate these innovations into the mathematics curriculum and into ways of designing lessons. This presentation will address these issues and describe a validated theory and model that can be applied to designing the motivational aspects of learner attitudes and to the process of technology integration. Known by its acronym, the ARCS model refers to four categories (attention, relevance, confidence, and satisfaction) resulting from a synthesis of motivational literature. It provides a rational basis for a holistic understanding of motivation, for analyzing learners to determine what kind of motivational obstacles exist in a given situation, and for designing motivational strategies that are targeted to the needs of the learners. In addition, the issue of persistence is addressed by means of concepts of volition and self-regulation. These concepts help explain what is necessary for learners to maintain their goal-oriented behavior when faced with distractions and goal conflicts. Similarly, the successful adoption and integration of new technologies requires that certain motivational issues be addressed, such as the relative advantage and feasibility of the new technology. In summary, there are specific motivational and volitional factors to consider when implementing the exciting new technological innovations that are available and on the horizon with respect to the mathematics curriculum and methods of instruction.