In this paper, we develop formal computational models for three aspects of experiential systems for browsing media - (a) context (b) interactivity through hyper-mediation and (c) context evolution using a memory model. Experiential systems deal with the problem of developing context adaptive mechanisms for knowledge acquisition and insight. Context is modeled as a union of graphs whose nodes represent concepts and where the edges represent the semantic relationships. The system context is the union of the contexts of the user, the environment and the media being accessed. We also develop a novel concept dissimilarity. We then develop algorithms to determine the optimal hyperlink for each media element by determining the relationship between the user context and the media. As the user navigates through the hyper-linked sources, the memory model captures the interaction of the user with the hyper-linked sources and updates the user context. Finally, this results in new hyper-links for the media. Our pilot user studies show excellent results, validating our framework.