Inclusion Criteria:

1. Patients with metastatic adenocarcinoma of the prostate

2. Patients in Phase II must have radiographic evidence of multiple (>/= 2) or bulky
(>/= 5cm diameter) lymph node metastases with < 2 bone (on radionucleotide bone scan)
discrete sites of involvement.

3. Patient must have had front-line chemotherapy for castrate-resistant metastatic
disease. Any number of prior chemotherapy regimens is permitted, except within the
last 3 weeks. No prior thalidomide or lenalidomide therapy is permitted.

4. Patients must have evidence of progression of disease based on any one of the
following criteria: a) PSA- progression is defined as 2 consecutive increments in PSA
(with an absolute change of at least 1ng/mL) over 4 weeks. b) An increase by 25% of
the product of bi-dimensional disease or 30% in maximum diameter or appearance of an
unequivocally new lesion qualifies as progression. c) Worsening symptoms clearly
attributable to disease progression qualifies as progression e.g. worsening malignant
bony pain.

5. Patients on antiandrogens should be discontinued from flutamide, nilutamide or
cyproterone acetate for at least 4 weeks and bicalutamide for 6 weeks. If progression
is documented during or after this time interval, patients are eligible. Patients who
have not had response to deferred (secondary) therapy with antiandrogens do not have
to satisfy this waiting period prior to enrollment.

6. Patients must have a performance status of
7. Patients will not receive any concurrent biological, immunological, second-line
hormonal therapy or chemotherapy. Patients receiving replacement or therapeutic doses
of corticosteroid for non-malignant disease while disease progression was established
may continue on such therapy.

8. Patients must have recovered from prior chemotherapy, biological or immunological
therapy or radiation delivered within the last 28 days. Radioisotope therapy with
strontium delivered within the last 90 days or samarium within the last 60 days is
not permitted.

9. Patients must have a castrate serum testosterone level ( the last six weeks. For patients who are medically castrated, luteinizing hormone
releasing hormone analog must continue to maintain testicular suppression.

10. Patients must have adequate bone marrow function defined as an absolute peripheral
granulocyte count of >/= 1,500/mm^3 and platelet count of >/= 75,000/mm^3.

11. Patients must have adequate hepatic function defined with a bilirubin of upper limits of normal and AST/ALT
12. Patients must have adequate renal function defined as creatinine clearance >/= 40
cc/min (measured or calculated by Cockcroft and Gault formula).

13. Must be fully recovered from any previous surgery, in terms of wound healing.

14. Patients must sign an informed consent indicating that they are aware of the
investigational nature of this study, in keeping with the policies of the
institution.

15. All study participants must be registered into the mandatory RevAssist® program, and
be willing and able to comply with the requirements of RevAssist®.

16. Men must agree to use a latex condom during sexual contact with a female of
childbearing potential (FCBP) even if they have had a successful vasectomy. A FCBP is
a sexually mature woman who: 1) has not undergone a hysterectomy or bilateral
oophorectomy; or 2) has not been naturally postmenopausal for at least 24 consecutive
months (i.e., has had menses at any time in the preceding 24 consecutive months).

17. Patient must be able to take low molecular weight heparin (preferred) OR low-dose
enteric aspirin and warfarin for thromboembolic prophylaxis.

Exclusion Criteria:

1. Patients with severe or uncontrolled infection defined as symptomatic and/or
requiring intravenous antibiotics.

2. Patients with small cell or sarcomatoid variant of prostate cancer.

3. Patients with symptomatic congestive heart failure (CHF), pulmonary embolus, vascular
thrombosis, transient ischemic attack, cerebrovascular accident, unstable angina or
MI in the last 3 months or evidence of active myocardial ischemia by symptoms or
electrocardiogram (ECG).

4. Known severe hypersensitivity to taxanes.

5. Patients with central nervous system (CNS) metastasis or cord compression are
excluded except those patients that have had complete excision or radiotherapy and
remain asymptomatic for at least 2 months.

6. Oxygen-dependent lung disease or >/= grade 2 peripheral neuropathy.

7. Known intolerance of corticosteroid therapy that would preclude its use as
premedication for paclitaxel.

8. Uncontrolled severe hypertension or uncontrolled diabetes mellitus.

9. Active second malignancies. Non-threatening second malignancies such as superficial
low-grade transitional cell carcinoma of the bladder or Rai Stage 0 chronic
lymphocytic leukemia or stable small renal cell carcinomas may be exempt from such
stipulation at the discretion of the Principal Investigator.

10. Overt psychosis or mental disability or otherwise incompetent to give informed
consent. Patients who are unwilling or unable to comply with the RevAssist® program
or with a history of non-compliance with medical regimens or who are considered
potentially unreliable.

11. Patients with known HIV or active hepatitis A, B, or C infection.

12. Patients receiving any concurrent biological, immunological, second-line hormonal
therapy or chemotherapy. Patients receiving replacement or therapeutic doses of
corticosteroid for non-malignant disease while disease progression was established
may continue on such therapy.

13. Patients who have not recovered from prior chemotherapy, biological or immunological
therapy or radiation delivered within the last 28 days. Radioisotope therapy with
strontium delivered within the last 90 days or samarium within the last 60 days is
not permitted.