E-Learning systems that enable students to study by themselves without a teacher have widely deployed in universities, high schools and companies. Such an e-learning system is usually implemented as a client-server model. The client-server model, however, has problems with fault tolerance and concentration of system resources such as computation and storage. These problems can be solved by the installation of high-performance servers. These solutions, however, require many costs to purchase high-performance servers; it is difficult to purchase them because of a limited budget. In this paper, we propose a distributed e-learning system that utilizes idle resources of computers in an organization. Many computers in organizations are used for office works, and their computers have excessive computational power and storage space. Thus, we try to utilize such computation and storage of these computers as idle resources. Since our proposed system uses these idle resources, our e-learning system enables us to realize high fault tolerance and a load balancing function without any additional costs.