This paper describes a dialogue-based CALL (Computer Assisted Language Learning) system. One of the major problems in CALL systems is that learners are usually assigned a passive role. Learners have no practices in composing their own utterances. The other major problem is that lots of conventional CALL systems are pronunciation exercise systems. However, pronunciation exercise is only a part of exercise needed to increase a learner's communication skill. In this paper, we propose a dialogue-based CALL system of new concept that enables exercise of composition, grammar and conversation in addition to pronunciation.