A practicum project to develop instructional materials and related class activities for students of English as a second language (ESL) is described. The context in which the project took place is the ESL instruction of Japanese students with minimal English skills and low motivation in an American community college in Japan. The materials consist of one deck of 3-by-5-inch picture cards and 46 grammar-based card activities. The deck of cards consists of 27 different pictures in matching pairs, for a total of 54 cards. Students are instructed to practice a dialogue in small groups of 3-5 students, while playing one of three familiar American card games. the focus is on repetitive oral production of specific grammar-based language structures in a controlled but interesting situation. The games and dialogues are designed so they cannot be performed by rote, but require students to interact with and listen to one another. The goal is to help learners gain confidence in speaking English and feel successful as language learners. Contains 13 references. (Author/MSE)