Inclusion Criteria:

- ECOG performance status (PS) 0-2 OR Karnofsky PS 60-100%.

- Life expectancy >= 3 months.

- Bilirubin =< 1.5 times upper limit of normal (ULN).

- AST and ALT =< 2.5 times ULN

- Creatinine normal or creatinine clearance >= 60 mL/min

- Not pregnant or nursing.

- Negative pregnancy test.

- No other active malignancies within the past 5 years except for cervical carcinoma in
situ or nonmelanomatous skin cancer.

- Recovered from prior therapy.

- At least 4 weeks since prior angiogenesis inhibitors and/or epidermal growth factor
receptors.

- At least 4 weeks since prior major surgery.

- At least 4 weeks since prior fluorouracil or gemcitabine hydrochloride given
concurrently with radiotherapy as a radiosensitizer.

- At least 4 weeks since prior radiotherapy.

- No concurrent inhibitors or inducers of CYP3A4.

- Concurrent CYP3A4 substrates allowed.

- No other concurrent investigational agents.

- No concurrent combination antiretroviral therapy for HIV-positive patients.

- No other concurrent anticancer agents or therapies.

- No concurrent colony-stimulating factors during the first course of study therapy.

- Histologically or cytologically confirmed pancreatic adenocarcinoma that is locally
advanced, unresectable or metastatic. Disease progression must be documented if
patient underwent prior radiotherapy to local disease.

- Measurable disease, defined as >= 1 unidimesionally measurable lesion >= 20 mm by
conventional techniques or >= 10 mm by spiral CT scan.

- Evidence of disease progression after treatment with 1 line of prior gemcitabine
hydrochloride-based systemic therapy (single-agent or combination therapy) for
locally advanced or metastatic disease.

- No known brain metastases.

- Fertile patients must use effective contraception.

- No history of allergic reactions attributed to compounds of similar chemical or
biological composition to E7389.

- No uncontrolled intercurrent illness including, but not limited to, any of the
following: ongoing or active infection, symptomatic congestive heart failure,
unstable angina pectoris, cardiac arrhythmia, psychiatric illness or social
situations that would preclude study compliance.

- WBC >= 3,000/mm^3

- Absolute neutrophil count >= 1,500/mm^3

- Platelet count >= 100,000/mm^3

- At least 4 weeks since prior chemotherapy (6 weeks for nitrosoureas or mitomycin C).