Inclusion Criteria:

- Pathological confirmation of advanced malignant aerodigestive tract tumo(lung, head
and neck and esophagus)

- No known curative treatment.

- Age >18 years

- Karnofsky performance status ≥ 60%.

- Prior chemotherapy or radiotherapy is allowed.

- Fasting triglycerides equal or less than upper limit of normal

- Female patients and male patients with female partners of childbearing potential must
agree to sexual abstinence or to practice effective contraception (recommended to be
two reliable forms of non-hormonal contraception used simultaneously) during the
entire period of Targretin capsule treatment and for at least one (1) month after
treatment is discontinued. Male patients with female sexual partners who are
pregnant, or possibly pregnant or who could become pregnant during the study must
agree to use condoms during sexual intercourse during the entire period of Targretin
capsule treatment and for at least one (1) month after the last dose of Targretin
capsules.

- All patients must give informed consent indicating they are aware of the
investigational nature of this treatment.

Exclusion Criteria:

- Organ dysfunction that precludes use of bexarotene or erlotinib:

- hepatic dysfunction, as evidenced by either:

- transaminase (SGOT or SGPT) > 2.5 X upper limit of normal (ULN) or > 5 X ULN if
known liver metastases

- bilirubin > upper limit of normal

- renal dysfunction, as evidenced by calculated creatinine clearance < 30 ml/min

- A serious uncontrolled medical disorder or active infection which would impair their
ability to receive study treatment will be excluded.

- Significant cardiac disease, including uncontrolled high blood pressure, unstable
angina, congestive heart failure, myocardial infarction within the previous 3 months
or serious cardiac arrhythmias will be excluded. Dementia or significantly altered
mental status that would prohibit the understanding or rendering of informed consent
and compliance with the requirements of this protocol will be excluded.

- Concurrent use of other anti-cancer investigational agents is not allowed

- Women who are pregnant or breast-feeding and women of childbearing potential or
fertile males not using an adequate method of birth control will be excluded.

- Known hypersensitivity to bexarotene, erlotinib or other components of the capsules.

- Risk factor for pancreatitis (e.g., prior pancreatitis, uncontrolled
hyperlipidemia,excessive alcohol consumption, uncontrolled diabetes mellitus, biliary
tract 10 disease, and medications known to increase triglyceride levels or to be
associated with pancreatic toxicity).

- Systemic anticancer therapy of any kind within 14 days prior to initiating study
medications.

- Investigational therapy of any kind within 30 days prior to initiating study
medications.

- Systemic vitamin A in doses exceeding 15,000 IU/day within 14 days prior to
initiating study medications.

- Unwillingness or inability to minimize exposure to sunlight and artificial
ultraviolet light while receiving the capsules.