Inclusion Criteria:

1. History of biopsy-proven HER-2-overexpressing breast cancer and radiographic evidence
of metastatic disease. The HER-2 status can be determined either by
immunohistochemistry (score, 3+) or by fluorescence in situ hybridization.

2. History of trastuzumab resistance, defined as the development of progressive disease
after trastuzumab-based therapy for metastatic breast cancer. Patient may not have
received more than 2 prior trastuzumab-based regimens and one lapatinib-based regimen
(either as single agent or in combination with chemotherapy)for metastatic breast
cancer. Patients who develop metastatic disease during or after adjuvant or
neoadjuvant trastuzumab are eligible.

3. Performance status 0-2 (by Eastern Cooperative Oncology Group (ECOG)scale).

4. Absolute neutrophil count (ANC) 1500/µl or higher; Platelets 100,000/µl or higher;
Hemoglobin 9.0 gm/dL or higher; Serum creatinine 2.0 mg/dL or lower; Total bilirubin
1.5 mg/dL or lower; Serum glutamic pyruvic transaminase (SGPT) up to 3* upper limit
of normal; Alkaline phosphatase up to 3* upper limit of normal; Calcium 11.0 mg/dL or
lower.

5. Age 18 years or older.

6. Patients must not be pregnant. A pregnancy test will be obtained if the patient is a
woman of child-bearing potential, defined as a sexually mature woman who has not
undergone a hysterectomy or who has not been naturally postmenopausal for at least 24
consecutive months (i.e., who has had menses at any time in the preceding 24
consecutive months).

7. Patients must have signed an informed consent document stating that they understand
the investigational nature of the proposed treatment.

8. Patients must have measurable disease using Response Evaluation Criteria in Solid
Tumors (RECIST). Measurable disease is defined as at least one lesion that can be
accurately measured in at least one dimension with longest diameter >/= 20 mm using
conventional techniques or >/= 10 mm with spiral computed tomography (CT) scan.

9. Patients may not be receiving any other investigational agents, and must not have
received investigational agents within 15 days of enrollment.

10. Left ventricular ejection fraction determined by echocardiogram or multigated
acquisition (MUGA) (cardiac scan) must be 50% or higher.

Exclusion Criteria:

1. 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

2. Prior treatment with any investigational drug within the preceding 15 days

3. Chronic treatment with systemic steroids or another immunosuppressive agent

4. Uncontrolled brain or leptomeningeal metastases, including patients who continue to
require glucocorticoids for brain or leptomeningeal metastases, and patients
diagnosed with brain mets or leptomeningeal disease (LMD) within 3 months.

5. Other malignancies within the past 3 years except for adequately treated carcinoma of
the cervix or basal or squamous cell carcinomas of the skin.

6. A known history of HIV seropositivity

7. Impairment of gastrointestinal function or gastrointestinal disease that may
significantly alter the absorption of RAD001 (e.g., ulcerative disease, uncontrolled
nausea, vomiting, diarrhea, malabsorption syndrome or small bowel resection)

8. Patients with an active, bleeding diathesis or on oral anti-vitamin K medication
(except low dose coumadin)

9. Patients who have received prior treatment with an mTor inhibitor.

10. History of noncompliance to medical regimens.

11. Patients unwilling to or unable to comply with the protocol.

12. Patients who are receiving any other investigational agents

13. Patients exhibiting confusion, disorientation, or having a history of major
psychiatric illness that may impair the understanding of the informed consent.