Inclusion Criteria:

- Histologically confirmed melanoma that is metastatic or unresecatable and for which
standard curative or palliative measures do not exist or are no longer effective

- Prior chemotherapy, immunotherapy, radiation therapy (Phase I portion only),
cytokine, biologic, or vaccine therapy is permitted, however no prior treatment with
temozolomide

- Measurable disease

- ECOG performance status <= 2

- Life expectancy greater than 3 months

Exclusion Criteria:

- No prior treatment with temozolomide or imatinib mesylate

- Organ allografts

- Prior radiotherapy, or prior intratumor injection therapy, to areas of measurable
disease that are used as target indicator lesions, unless progression has occurred at
that site or measurable disease has developed outside the treatment area

- Pregnancy or lactation

- History of second cancer

- Known hypersensitivity to temozolomide or imatinib

- Use of any experimental therapy within 3 weeks prior to baseline evaluations done
prior to enrollment