Inclusion Criteria:

- Male and female subjects with CD19+ B cell malignancies in patients with no available
curative treatment options (such as autologous or allogeneic SCT) who have limited
prognosis (several months to < 2 year survival) with currently available therapies
will be enrolled

- CD19+ leukemia or lymphoma

- ALL in CR2(second complete remission) or CR3(third complete remission) and not
eligible for allogeneic SCT because of age, comorbid disease, or lack of
available family member or unrelated donor

- Follicular lymphoma, previously identified as CD19+:

- At least 2 prior combination chemotherapy regimens (not including single agent
monoclonal antibody (Rituxan) therapy

- Stage III-IV disease

- Less than 1 year between last chemotherapy and progression (i.e. most recent
progression free interval < 1 year)

- Disease responding or stable after most recent therapy (chemotherapy, MoAb, etc)

- CLL:

- At least 2 prior chemotherapy regimens (not including single agent monoclonal
antibody (Rituxan) therapy. Patients with high risk disease manifested by
deletion chromosome 17p will be eligible if they fail to achieve a CR to initial
therapy or progress within 2 years of 1 prior

- Less than 2 years between last chemotherapy and progression (i.e. most recent
progression free interval < 2 years)

- Not eligible or appropriate for conventional allogeneic SCT

- Patients who achieve only a partial response to FCR(fludarabine,
cyclophosphamide and Rituxan) as initial therapy will be eligible.

- Mantle cell lymphoma:

- Beyond 1st CR (complete remission) with relapsed or persistent disease and not
eligible or appropriate for conventional allogeneic or autologous SCT

- Disease responding or stable after most recent therapy (chemotherapy, MoAb,
etc...)

- Relapsed after prior autologous SCT

- B-cell prolymphocytic leukemia (PLL) with relapsed or residual disease after at
least 1 prior therapy and not eligible for allogeneic SCT

- Diffuse large cell lymphoma, previously identified as CD19+:

- Residual disease after primary therapy and not eligible for autologous SCT

- Relapsed after prior autologous SCT

- Beyond 1st CR with relapsed or persistent disease and not eligible or
appropriate of conventional allogeneic or autologous SCT

- Expected survival > 12 weeks

- Creatinine < 2.5 mg/dl

- ALT(alanine aminotransferase)/AST (aspartate aminotransferase)< 3x normal

- Bilirubin < 2.0 mg/dl

- Any relapse after prior autologous SCT will make patient eligible regardless of
other prior therapy

- Adequate venous access for apheresis, and no other contraindications for
leukapheresis

- Voluntary informed consent is given

Exclusion Criteria:

- Pregnant or lactating women

- The safety of this therapy on unborn children is not known

- Female study participants of reproductive potential must have a negative serum
or urine pregnancy test performed within 48 hours before infusion

- Uncontrolled active infection

- Active hepatitis B or hepatitis C infection

- Concurrent use of systemic steroids. Recent or current use of inhaled steroids
is not exclusionary

- Previously treatment with any gene therapy products

- Feasibility assessment during screening demonstrates < 30% transduction of
target lymphocytes, or insufficient expansion (< 5-fold) in response to
CD3/CD137 costimulation

- Any uncontrolled active medical disorder that would preclude participation as
outlined

- HIV infection