INCLUSION CRITERIA

          -  Females > 18 years of age

          -  Histologically proven adenocarcinoma of breast in primary or metastatic setting.
             Stage: Locally advanced (inoperable) or metastatic

          -  HER2 positive breast cancer (IHC 3+ or FISH ratio of > 2.0)

          -  ECOG Performance status 0-2

          -  Up to four prior chemotherapy regimens and anti-HER2 agents in metastatic setting
             allowed. Must have progressed on at least one HER2 targeted therapy (lapatinib or
             Herceptin) for metastatic breast cancer.

          -  Women of childbearing potential must have negative urine or serum pregnancy test
             within 7 days prior to administration of Everolimus. If barrier contraceptives are
             used, they must be continued throughout trial by both sexes. Hormonal contraceptives
             not acceptable as a sole method of contraception.

          -  Adequate kidney function: serum creatinine of < 1.5 mg/dl and/or creatinine clearance
             of > 60 mL/min

          -  Adequate hepatic function: transaminases < 2.5 x upper limit of normal (up to 5 x ULN
             in patients with liver metastases) and total bilirubin < 1.5 mg/dL. Adequate
             coagulation: INR ≤ 2.0 and PTT < 1.5 X the upper limit of institution normal range.
             Oral anticoagulants, eg, warfarin are CYP2C9 substrates and, as such, no interaction
             with Everolimus is expected. Anticoagulation with Coumadin is allowed if target INR is
             ≤ 2.0 and stable for > 2weeks. Anticoagulation with LMW is allowed.

          -  Must be informed of investigational nature of study, and must sign an informed consent

          -  Pretreatment lab values (must be performed within 14 days of patient registration
             unless otherwise specified. Other baseline studies must be performed within 30 days of
             registration.

          -  Patients will have baseline CT chest, abdomen and pelvis within 30 days of
             registration.

          -  Adequate cardiac function (LVEF ≥ 50% as measured by echocardiogram or MUGA scan).

          -  Fasting serum cholesterol ≤ 300 mg/dL OR ≤ 7.75 mmol/L AND fasting triglycerides ≤ 2.5
             x ULN. NOTE: In case one or both of these thresholds are exceeded, patient may be
             included after initiation of appropriate lipid lowering medication with approval from
             the principal investigator.

          -  Must have measurable or non-measurable disease by RECIST criteria (version 1.1), with
             radiologic scans performed within 30 days of registration. Baseline scans can include:

               -  CT Scan or MRI and Bone Scan OR

               -  PET/CT provided it is performed with both IV and oral contrast and the CT is
                  acquired with 5mm or less slice thickness. If IV contrast administration is
                  contraindicated, patients should have CT scan without contrast and bone scan or
                  MRI and bone scan.

               -  MRI of brain will be used for baseline assessment and tumor response assessment
                  for CNS lesions.

               -  Patients with CNS progression without systemic progression will be allowed to
                  remain on the protocol. Local treatment, radiation, surgery, and SRS will be
                  allowed while on protocol as deemed necessary by the treating physician.

               -  Baseline imaging method(s) should be used to determine tumor response throughout
                  course of study.

               -  Measurable disease: lesions with clearly defined margins that can be accurately
                  measured in at least one diameter (longest diameter to be recorded) with a
                  minimum size of:

                    -  10mm by CT scan (CT scan slice thickness no greater than 5mm)

                    -  10mm caliper measurement by clinical exam (lesions which cannot be
                       accurately measured with calipers should be recorded as non-measurable)

                    -  20mm by chest xray

                    -  Malignant lymph nodes: to be considered pathologically enlarged and
                       measurable. Lymph node must be > 15mm in short axis when assessed by CT
                       scan. At baseline and in follow-up, only short axis will be measured and
                       followed.

               -  Non-measurable disease: all other lesions including small lesions (longest
                  diameter < 10mm or pathological lymph nodes with > to <15 mm (short axis), and
                  masses with margins not clearly defined. Lesions that are considered
                  non-measurable include:

                    -  Bone lesions

                    -  Leptomeningeal disease

                    -  Ascites

                    -  Pleural/pericardial effusion

                    -  Inflammatory breast disease

                    -  Abdominal masses that are not confirmed and followed by imaging techniques

                    -  Cystic lesion

                    -  Lymphangitic involvement of skin or lung

          -  The following pre-study tests should be obtained within 14 days prior to registration
             in accordance with good medical practice. Results of these tests do not determine
             eligibility and minor deviations are acceptable if they do not impact patient safety
             in the judgment of the treating physician:

               -  ANC > 1,000/mm3

               -  platelet count > 100,000/mm3

               -  hemoglobin > 9 g/dL

        Exclusion Criteria:

          -  Patients who have received prior lapatinib for metatastic breast cancer will be
             excluded.

          -  Uncontrolled intercurrent illness including, but not limited to, ongoing or active
             infection requiring parenteral antibiotics or psychiatric illness/social situations
             that would limit compliance with study requirements.

          -  GI tract disease resulting in an inability to take oral medication, malabsorption
             syndrome, a requirement for IV alimentation, prior surgical procedures affecting
             absorption, uncontrolled inflammatory GI disease (eg, Crohn's, ulcerative colitis).

          -  Current active hepatic or biliary disease (exception of patients with Gilbert's
             syndrome, asymptomatic gallstones, liver metastases or stable chronic liver disease
             per investigator assessment)

          -  Pregnant and lactating women. Women of reproductive potential not using or unwilling
             to use effective birth control methods throughout the trial.

          -  Severe and/or uncontrolled medical conditions or other conditions that could affect
             participation in the study such as:

               -  Symptomatic congestive heart failure of NYHA Class III or IV

               -  unstable angina pectoris, symptomatic congestive heart failure, myocardial
                  infarction within 6 months of start of study drug, serious uncontrolled cardiac
                  arrhythmia or any other clinically significant cardiac disease

               -  liver disease such as cirrhosis or severe hepatic impairment (Child-Pugh class
                  C). Note: A detailed assessment of Hepatitis B/C medical history and risk factors
                  must be done at screening for all patients. HBV DNA and HCV RNA PCR testing
                  required at screening for all patients with a positive medical history based on
                  risk factors and/or confirmation of prior HBV/HCV infection.

          -  Patients with symptomatic brain metastases who have not completed radiation therapy
             and/or are receiving systemic steroid therapy. Patients with leptomeningeal disease
             will be excluded.

          -  Patients with CNS progression during the trial will be allowed to receive local
             treatment for CNS metastases and will remain on protocol. Trial medications will be
             held during hte time patients are receiving radiation therapy as dictated by their
             treating physicians.

          -  Patients receiving chronic, systemic treatment with corticosteroids (of more than
             4mg/day or equivalent of dexamethasone. Doses of dexamethasone of up to 8mg/day may be
             administered for less than 2 weeks) or another immunosuppressive agent. Topical or
             inhaled corticosteroids are allowed.

          -  Patients should not receive immunization with attenuated live vaccines within one week
             of study entry or during study period.

          -  Severely impaired lung function defined as spirometry and DLCO that is < 50% of the
             normal predicted value and/or 02 saturation that is 88% or less at rest on room air.

          -  Uncontrolled diabetes as defined by fasting serum glucose >1.5 x ULN.

          -  Active (acute or chronic) or uncontrolled severe infections.

          -  Known history of HIV seropositivity.

          -  Active, bleeding diathesis.

          -  Patients who have received prior treatment with an mTOR inhibitor (eg, sirolimus,
             temsirolimus, everolimus).

          -  Known hypersensitivity to Everolimus or other rapamycins (eg, sirolimus, temsirolimus)
             or to its excipients.

          -  Active Hepatitis B or C infection.

          -  Life expectancy of < 2 months.

          -  Prior anti-cancer therapy (eg, biologic or other targeted therapy, chemotherapy,
             hormonal therapy) within 2 weeks prior to Day 1 if the patient has recovered from all
             AEs to grade 1 except for alopecia.

          -  Prior investigational anti-cancer therapy within 4 weeks prior to Day 1.

          -  Patients who have had a major surgery or significant traumatic injury within 4 weeks
             of start of study drug, have not recovered from side effects of any major surgery
             (defined as requiring general anesthesia) or may require major surgery during the
             course of study.

          -  Other malignancies within past 3 years except for adequately treated carcinoma of
             cervix or basal or squamous cell carcinomas of the skin.