Inclusion Criteria:

To be eligible for the study, patients must fulfill all of the following criteria:

- Patients must have signed an IRB-approved informed consent.

- Patients must have histologically or pathologically confirmed and documented locally
advanced or metastatic breast cancer. Patients may be Her2+ or Her2-.

- Patients must have measurable disease, defined as lesions that can be accurately
measured in at least one dimension as >2 cm with conventional techniques or as >1 cm
with spiral CT scan. Palpable disease is acceptable.

- Patients must be >18 years of age.

- Patients must have an ECOG Performance Status of 0 or 1 (see Appendix I).

- Patients' estimated life expectancy must be at least 12 weeks.

- Patients may have received prior adjuvant chemotherapy for breast cancer, including
taxane-containing regimens, provided this treatment was completed at least 12 months
prior to enrollment.

- Patients may have received prior radiation (except for radiation to the entire
pelvis), provided that less than 25% of the bone marrow has been treated, and the
patient has recovered from the acute toxic effects of treatment prior to trial
enrollment. Prior radiation treatment must have been completed at least 4 weeks prior
to enrollment. Lesions that have been irradiated in the advanced disease setting may
not be included as sites of measurable disease.

- Patients may have received prior hormonal, AI (aromatase inhibitors) therapy, or
immunotherapy. All hormonal, AI, and immunotherapy must have been terminated prior to
enrollment.

- Patients must have adequate liver function defined as: for patients with no liver
metastases, aspartate transaminase (AST), alanine transaminase (ALT), and bilirubin
levels can be up to 1.5 times the upper limit of normal (ULN). For patients with
liver metastases, ALT, AST, and bilirubin levels can be up to 2.5 times the ULN.

- Patients must have adequate renal function defined as: creatinine < 2mg/dL or
calculated creatinine clearance must be > 40mL/min.

- Patients must have adequate bone marrow function, including absolute neutrophil count
(ANC) ³1500/µL, platelet count ³100,000/µL, and hemoglobin ³9 g/dL.

- Patients must either be not of child bearing potential or have a negative serum
pregnancy test within 7 days prior to registration. Patients are considered not of
child bearing potential if they are surgically sterile (they have undergone a
hysterectomy, bilateral tubal ligation or bilateral oophorectomy) or they are
postmenopausal for at least 12 months.

- Patients of childbearing potential must agree to use effective contraceptive measures
during study treatment and for a reasonable time thereafter.

- Patients must be willing and able to comply with scheduled visits, treatment plan and
laboratory testing, and be accessible for follow-up.

Exclusion Criteria:

Any of the following criteria will make the patient ineligible to participate in this
study:

- Patients who have received prior chemotherapy for the treatment of metastatic breast
cancer.

- Patients who have received prior Abraxane.

- Patients who have a history of hypersensitivity to taxanes or any of the components
in taxanes or Abraxane.

- Patients with serious intercurrent medical or psychiatric illness.

- Patients with a second primary malignancy, except carcinoma in situ of the cervix or
adequately treated nonmelanomatous carcinoma of the skin or other malignancy treated
>5 years previously and with no evidence of recurrence.

- Patients with only non-measurable disease, defined as all other lesions including
small lesions and truly non-measurable lesions.

- Patients with parenchymal or leptomeningeal brain metastases.

- Patients planning to receive any concurrent therapy to treat metastatic or locally
advanced breast cancer during the study treatment period.

- Any patient who is pregnant or lactating.