Inclusion Criteria:

- Patients must have histologically proven adenocarcinoma primary to the colon or
rectum and clinical or pathologic evidence of distant metastasis.

- Patients may have received adjuvant chemotherapy and/or one regimen of chemotherapy
for metastatic disease. Patients must not have been previously treated with the
combination of irinotecan/5-FU/LV.

- Patients must be past their 18th birthday at the time of enrollment.

- Patients must have a performance status of 0-2 at the time of registration.

- Patients must have a life expectancy of > 3 months.

- If patients have undergone recent surgery, they must have fully recovered from the
effects of that surgery prior to enrollment.

- Patients must have a pretreatment leukocyte count > 3,000/l, absolute neutrophil
count >1500/l, hemoglobin >8 mg/dl, and platelet count of > 150,000/l within 2 weeks
of enrollment.

- Patients must have adequate renal function, as documented by a serum creatinine < 2.0
mg/dl, and have adequate hepatic function, as documented by a serum bilirubin < 1.1
mg/dl within 2 weeks of enrollment.

Exclusion Criteria:

- Patients must not have active infection.

- Patients must have no serious medical or psychiatric illness, other than that treated
by this study, which would limit the ability of the patient to receive protocol
therapy or give informed consent.

- Patients must not have a history of active malignancy, other than that treated by
this study, within the 12 months preceding enrollment.

- Pregnant or lactating women may not participate. Women of reproductive age must
undergo a serum pregnancy test within 14 days of enrollment. Men and women of
reproductive potential must use an effective contraceptive method during the study.

- There must be no plans for the patient to receive concomitant antineoplastic therapy
while on this protocol.

All patients must be informed of the investigational nature of this study and must sign
and give written informed consent in accordance with institutional and federal guidelines.