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This paper presents the design of an associative memory with feedback that is capable of on-line temporal sequence learning. A framework for on-line sequence learning has been proposed, and different sequence learning models have been analysed according to this framework. The network model is an associative memory with a separate store for the sequence context of a symbol. A sparse distributed memory is used to gain scalability. The context store combines the functionality of a neural layer with a shift register. The sensitivity of the machine to the sequence context is controllable, resulting in different characteristic behaviours. The model can store and predict on-line sequences of various types and length. Numerical simulations on the model have been carried out to determine its properties.