Inclusion Criteria:

- Histologically or cytologically proven melanoma with Stage IV or unresectable stage
III disease

- Resolution of all acute toxic effects of prior radiotherapy or surgical procedures to
National Cancer Institute (NCI) Common Terminology Criteria for Adverse Events
(CTCAE) Version 3.0 grade ≤1.

- Adequate organ function as defined by the following criteria:

- Serum aspartate transaminase (AST); serum glutamic oxaloacetic transaminase
(SGOT) and serum alanine transaminase (ALT); serum glutamic pyruvic transaminase
(SGPT) ≤2.5 x local laboratory upper limit of normal (ULN), or AST and ALT less
than or equal to 5 x ULN if liver function abnormalities are due to underlying
malignancy

- Total serum bilirubin ≤1.5 x ULN

- Absolute neutrophil count (ANC) ≥1500/µL

- Platelets ≥100,000/µL

- Hemoglobin ≥9.0 g/dL (may be transfused or erythropoietin treated)

- Serum calcium ≤12.0 mg/dL

- Serum creatinine ≤1.5 x ULN

- Patients with CNS metastasis must have had either; a) resected central nervous system
(CNS) metastasis without evidence of recurrence for >12 weeks; b) Brain metastasis
treated by stereotactic radiosurgery without evidence of recurrence or progression
for 12 weeks; Or, c) Multiple brain lesions treated with whole-brain radiation
therapy (WBRT) with stable disease off corticosteroids for at least 12 weeks prior to
start of therapy; and, d)Without any evidence of leptomeningeal disease. Patients
must be neurologically intact.

- May have previous adjuvant therapy with interferon, vaccines or therapy with IL-2 or
GM-CSF

- Measurable disease by Response Evaluation Criteria in Solid Tumors (RECIST) criteria
is required in the Phase II portion of the trial. In the phase I part of the trial
patients with evaluable but not measurable disease may be allowed with the permission
of the Principal Investigator (PI)

- Eastern Cooperative Oncology Group (ECOG) PS 0-2

Exclusion Criteria:

- Major surgery or radiation therapy within 4 weeks of starting the study treatment.

- NCI CTCAE grade 2 or greater hemorrhage within 4 weeks of starting the study
treatment.

- History of or known carcinomatous meningitis, or evidence of symptomatic
leptomeningeal disease on screening CT or MRI scan.

- Any of the following within the 6 months prior to study drug administration:
myocardial infarction, severe/unstable angina, coronary/peripheral artery bypass
graft, symptomatic congestive heart failure, cerebrovascular accident or transient
ischemic attack, or pulmonary embolism.

- Ongoing cardiac dysrhythmias of NCI CTCAE grade ≥2.

- QTc >470 msec on baseline EKG.

- Hypertension that cannot be controlled by medications (>150/100 mm Hg despite optimal
medical therapy).

- Known human immunodeficiency virus (HIV) or acquired immunodeficiency syndrome
(AIDS)-related illness or other active infection

- Ongoing treatment with therapeutic doses of warfarin (low dose warfarin up to 2 mg
orally (po) daily for thromboembolism prophylaxis is allowed).

- Pregnancy or breastfeeding. Female patients must be surgically sterile or be
postmenopausal, or must agree to use effective contraception during the period of
therapy. All female patients with reproductive potential must have a negative
pregnancy test (serum or urine) prior to enrollment. Male patients must be
surgically sterile or must agree to use effective contraception during the period of
therapy. The definition of effective contraception will be based on the judgment of
the principal investigator or a designated associate.

- Other severe acute or chronic medical or psychiatric condition or laboratory
abnormality that may increase the risk associated with study participation or study
drug administration, or may interfere with the interpretation of study results, and
in the judgment of the investigator would make the subject inappropriate for entry
into this study.

- May not have had previous treatment with a Dacarbazine (DTIC) or temozolomide based
chemotherapy regimen. In the Phase II part of the trial patients may not have had
treatment with any chemotherapy regimen