Inclusion Criteria:

1. Postmenopausal woman, defined as a woman fulfilling any one of the following
criteria:

- Age greater than or equal to 60 years or

- Age greater than or equal to 45 years with amenorrhea more than 12 months with
an intact uterus or

- Follicle-stimulating hormone (FSH) levels in postmenopausal range or

- Having undergone a bilateral oophorectomy

2. Metastatic breast cancer with either radiologically confirmed bone only or
predominant metastases to bone not considered amenable to curative treatment.

3. Evidence of hormone sensitivity either ER+ and/or PgR+, as per institutional
standards, in the primary tumor.

4. Patients must fulfill one of the following RECIST criteria:

- Bone lesions, which are lytic, sclerotic or mixed (lytic + sclerotic), in the
absence of measurable disease as defined by RECIST criteria or

- Bone lesions, which are lytic, sclerotic or mixed (lytic + sclerotic), in the
presence of measurable disease as defined by RECIST criteria.

5. Patients must fulfill one of the following resistances to endocrine therapy criteria:

- Disease progression on tamoxifen or on an aromatase inhibitor as first or second
line therapy for metastatic disease or

- Development of metastatic disease while on treatment with tamoxifen or an
aromatase inhibitor in the adjuvant setting or

- Disease progression after discontinuation of prior adjuvant endocrine therapy.

Exclusion Criteria:

1. Previous treatment with fulvestrant or ZACTIMA.

2. History of hypersensitivity to active or inactive excipients of fulvestrant and/or
ZACTIMA.

3. Has received greater than one line of systemic chemotherapy for metastatic breast
cancer.

4. Has received chemotherapy within the past 14 days (+ 2 days).

5. Has received radiation therapy within the past 14 days (+ 2 days).

6. Has undergone major surgery within the past 21 days or has had major surgery
performed > 21 days prior to screening and the wound remains unhealed.

7. Has received LH-RH agonist within the past 4 months.

8. Prior treatment with VEGF inhibitors (prior use of AVASTIN permitted).

9. Current or previously active systemic malignancy within 3 years prior to
randomization (other than breast cancer, or adequately treated in-situ carcinoma of
the cervix, uteri, or basal or squamous cell carcinoma of the skin).

10. Presence of life-threatening metastatic visceral disease, defined as extensive
hepatic involvement, or any degree of brain or leptomeningeal involvement (past or
present), or symptomatic pulmonary lymphangetic spread. Patients with discrete
pulmonary parenchymal metastases are eligible, provided their respiratory function is
not compromised as a result of disease.

11. ECOG performance status of > 2.

12. Currently receiving (and are unwilling to discontinue) hormone replacement therapy.

13. Laboratory results sustained at:

- Platelets < 100 x 109 /L

- International normalized ratio (INR) > 1.6

- Total bilirubin > 1.5 times normal

- ALT or AST > 2.5 times normal range if no demonstrable liver metastases or > 5
times normal range in the presence of liver metastases. No more than three
retests within screening period are allowable.

14. Potassium level outside of normal range, despite supplementation; serum calcium (or
ionized or adjusted for albumin), or magnesium below the lower limit of the normal
range despite supplementation or creatinine clearance < 30mL/min.

15. History of:

- Bleeding diathesis (i.e. disseminated intravascular coagulation [DIC], clotting
factor deficiency) or

- Long-term anticoagulant therapy (other than anti-platelet therapy).

16. Any severe concomitant condition which makes it undesirable for the patient to
participate in the study or which would jeopardize compliance with the protocol, e.g.
severe renal or hepatic impairment or currently unstable or uncompensated respiratory
or cardiac conditions, ongoing or active infection, untreated primary
hyperparathyroidism, or psychiatric illness that would limit compliance with study
requirements.

17. Anticipated life expectancy less than six months.

18. Non-approved/experimental drug treatment within previous 4 weeks before
randomization.

19. Significant cardiovascular event (e.g., myocardial infarction, superior vena cava
syndrome), New York Heart Association (NYHA) classification of heart disease
(Appendix II) > Class II within 3 months before study entry, or presence of cardiac
disease that in the opinion of the investigator increases the risk of ventricular
arrhythmia.

20. History of arrhythmia (multifocal premature ventricular contractions (PVCs),
bigeminy, trigeminy, ventricular tachycardia, or uncontrolled atrial fibrillation)
which is symptomatic or requires treatment (NCI CTCAE Grade 3 or 4) or asymptomatic
sustained ventricular tachycardia. Atrial fibrillation, controlled on medication, is
not excluded.

21. Congenital long QT syndrome or 1st degree relative with unexplained sudden death
under 40 years of age.

22. QT prolongation with other medications that required discontinuation of that
medication.

23. Presence of left bundle branch block (LBBB).

24. QTc with Bazett's correction measurable at > 480msec on screening ECG. (Note: If a
patient has QTc > 480msec on screening ECG, the screen ECG may be repeated twice (at
least 24 hours apart). The average QTc from the three screening ECGs must be <
480msec in order for the patient to be eligible for the study). Patients who are
receiving a drug that has a risk of QTc prolongation (see Appendix III, Table 2) are
excluded if QTc is > 460msec.

25. Hypertension not controlled by medical therapy (systolic blood pressure > 160
millimeter of mercury (mmHg) or diastolic blood pressure > 100mmHg).

26. Concomitant medications that are potent inducers (rifampicin, rifabutin, phenytoin,
carbamazepine, phenobarbital and St. John's Wort) of CYP3A4 function.

27. Not accessible for treatment and follow up.

28. Failure to provide informed consent.