Inclusion Criteria:

- Participants must have histologically confirmed carcinoma of the gallbladder,
intrahepatic or extrahepatic biliary tract, not amenable to resection with curative
intent.

- Participants must have measurable disease as per the modified Response Evaluation
Criteria In Solid Tumors (RECIST) criteria, defined as at least one lesion that can
be accurately measured in at least one dimension, with minimum lesion size equal to
or more than twice the slice thickness of the imaging study used.

- Participants who are previously untreated as well as those who have received prior
therapy are eligible to participate in this study. Participants may have received up
to a total of two prior chemotherapy regimens for their disease, including biologic
therapy(ies). The same regimen may have been received at different times during the
course of the Participant's treatment. Surgery, radiofrequency ablation, external
beam radiotherapy, or other directed therapies do not count as prior regimens and are
allowed.

- Previous treatment may include systemic chemotherapy, however, prior capecitabine
(unless administered as a radiosensitizing agent concurrently with prior external
beam radiotherapy) or oxaliplatin are excluded.

- If radiation was previously received, the measurable disease must be recurrent or
metastatic disease outside the previous radiation field.

- A minimum of 4 weeks must have elapsed since completion of any prior chemotherapy or
radiotherapy.

- Participants should have a life expectancy of at least 16 weeks based on the clinical
judgment of the Investigator.

- Eastern Cooperative Oncology Group (ECOG) Performance Status of
70.

- Adequate bone marrow function defined as absolute peripheral granulocyte count of >/=
1500/mm3, platelet count >/= 100,000/ mm3, and hemoglobin >/= 10 gm/dL.

- Adequate renal function, defined as serum creatinine normal and calculated creatinine clearance >30 mL/min (using Cockcroft and Gault
formula).

- Participants must have adequate hepatic function: total bilirubin serum albumin >/= 2.5 gm/dL; transaminases up to 5 times the upper limit of
institutional normal value; or prothrombin time prolonged up to 2 seconds greater
than the institutional normal value.

- Negative serum pregnancy test in women with childbearing potential.

- The effects of the combination of oxaliplatin and capecitabine on the developing
fetus are unknown. For this reason, women of childbearing potential and men must
agree to use adequate contraception (hormonal or barrier method of birth control)
prior to study entry and for the duration of study participation. Should a woman
become pregnant while participating in this study, she should inform her treating
physician immediately.

- Participants must sign an Informed Consent and Authorization indicating that they are
aware of the investigational nature of this study and the known risks involved.

- Age >/=18 years.

- Participants taking therapeutic dose-levels of coumarin-derivate anticoagulants
should be switched to low Low molecular weight heparin (LMWH). Low-dose coumadin
(e.g. 1 mg po per day) in Participants with in-dwelling venous access devices, is
allowed.

Exclusion Criteria:

- Prior therapy with oxaliplatin or capecitabine; capecitabine administered as a
radiosensitizing agent concurrently with prior external beam radiotherapy is
allowable.

- Participants who have had chemotherapy within 4 weeks (6 weeks for nitrosoureas or
Mitomycin C) prior to entering the study or those who have not recovered from adverse
events due to agents administered more than 4 weeks earlier.

- Participants may not be receiving any other investigational agents nor have received
any investigational drug
- Participants with known brain metastases should be excluded from this clinical trial
because of their poor prognosis and because they often develop progressive neurologic
dysfunction that would confound the evaluation of neurologic and other adverse
events.

- Gastrointestinal tract disease resulting in an inability to take oral medication or a
requirement for IV alimentation, prior surgical therapy affecting absorption.

- Uncontrolled intercurrent illness including, but not limited to, ongoing or active
infection, symptomatic congestive heart failure, unstable angina pectoris, cardiac
arrhythmia, or psychiatric illness/social situations that would limit compliance with
study requirements.

- Because Participants with immune deficiency are at increased risk of lethal
infections when treated with marrow-suppressive therapy, HIV-positive Participants
receiving combination anti-retroviral therapy are excluded from the study because of
possible pharmacokinetic interactions with XELOX. Appropriate studies will be
undertaken in Participants receiving combination anti-retroviral therapy when
indicated.

- Participants with extensive symptomatic fibrosis of the lungs.

- Peripheral neuropathy > grade 1.

- Known DPD deficiency.

- Participants receiving therapeutic doses of coumarin-derivative anticoagulant therapy
are excluded since a drug interaction between capecitabine and coumarin
anticoagulants has been reported. Participants requiring anticoagulation who may be
safely switched to LMWH are eligible.