Inclusion Criteria:

- Histologically confirmed, locally unresectable or metastatic biliary tract or
gallbladder adenocarcinoma. Patients must have at least one measurable lesion
outside prior radiation field.

- Zero to one prior chemotherapy for biliary tract or gallbladder cancer

- Age > 18 years

- ECOG performance status 0-2

- Life expectancy > 12 weeks

- Adequate organ and bone marrow function

Exclusion Criteria:

- Chemotherapy within past 3 weeks of initiation of therapy

- Pregnant or lactating women

- Clinically apparent central nervous system metastases or carcinomatous meningitis

- Biliary obstruction with inadequate drainage and total bilirubin > 2.5 mg/dL

- Concurrent malignancy of any site, except limited basal cell carcinoma or squamous
cell carcinoma of the skin or carcinoma in situ of the cervix

- Uncontrolled serious medical or psychiatric illness

- Pre-existing peripheral neuropathy of grade 2 or greater severity according to the
Common Terminology Criteria of the NCI (version 3.0)

- Current, recent (within 4 weeks of the first infusion of this study), or planned
participation in an experimental drug study

- Blood pressure of > 150/100 mmHg

- Unstable angina

- NYHA Grade II or greater congestive heart failure

- History of myocardial infarction or stroke within 6 months

- Clinically significant peripheral vascular disease

- Evidence of bleeding diathesis or coagulopathy

- Major surgical procedure, open biopsy, or significant traumatic injury with 28 days
prior to Day 1, anticipation of need for major surgical procedure during the course
of the study

- History of abdominal fistula, gastrointestinal perforation, or intra-abdominal
abscess within 6 months prior to day 1

- Serious, non-healing wound, ulcer, or bone fracture