Inclusion Criteria:

- Patients must have histologically or cytologically-confirmed pancreatic
adenocarcinoma

- For the initial dose escalation study, patients must have locally advanced /
unresectable pancreatic cancer; these are defined as follows:

- No distant metastases

- Hepatic artery encasement

- Superior mesenteric artery (SMA) encasement > 180 degrees

- Any celiac axis abutment

- Unreconstructable superior mesenteric vein (SMV)/portal occlusion

- Aortic invasion or encasement

- Metastases to lymph nodes beyond the field of resection

- For the expansion phase, patients must have borderline resectable or locally advanced
/ unresectable pancreatic cancer; these are defined as follows:

- No distant metastases

- At least 45 degree abutment of the hepatic artery or SMA

- Any celiac axis abutment

- Near complete occlusion of the SMV or portal vein

- Unreconstructable or reconstructible SMV/portal occlusion

- Aortic invasion or encasement

- Metastases to lymph nodes beyond the field of resection

- Patients must have evaluable disease

- Women of childbearing potential must be non-pregnant (negative pregnancy test within
72 hours prior to radiation simulation, postmenopausal woman must have been
amenorrheic for at least 12 months to be considered of non-childbearing potential)
and nonlactating, and men and women must be willing to exercise an effective form of
birth control (abstinence/contraception) while on study and for 3 months after
therapy completed

- Eastern Cooperative Oncology Group (ECOG) performance status determined to be between
0 and 1

- Absolute neutrophil count (ANC) >= 1,500/ul

- Platelets (PLT) >= 100,000/ul

- Subjects must sign a written informed consent and Health Insurance Portability and
Accountability Act (HIPAA) consent prior to performance of study-specific procedures
or assessments and must be willing to comply with treatment and follow up

- Bilirubin less then 1.5 x upper limit of normal (ULN)

- Aspartate aminotransferase (AST) and alanine aminotransferase (ALT) < 3 x ULN

- Serum creatinine < 1.5 x ULN

Exclusion Criteria:

- Patients who have had any prior therapy for pancreatic cancer

- Concurrent chemotherapy or biologic therapy

- A history of ataxia telangiectasia or other documented history of radiation
hypersensitivity

- Scleroderma or active connective tissue disease

- Active inflammatory bowel disease

- Serious, active infections requiring treatment with IV antibiotics

- Uncontrolled intercurrent illness including, but not limited to, psychiatric
illness/social situations that would limit compliance with study requirements