This paper looks at the situation of out of school children in Lesotho and Malawi in the context of HIV/AIDS and the role that open and distance and flexible learning might come to play in the future. It provides a brief onsideration of scale and nature of exclusion, before moving on to look at some of the recent history of theories of inclusion and exclusion. The paper then provides a review of government policies in Lesotho and Malawi with respect to improving access to, and equity through, education for out of school youth particularly in the areas of non formal education, information and communication technologies, and HIV/AIDS. The paper oncludes by reflecting on what the review points to, in relation to some of the questions being posed by the research project.