-  INCLUSION CRITERIA

        Patients must have:

        3.1.1 Histologically confirmed solid tumors that have progressed on standard therapy known
        to prolong survival or for which no standard treatment options exist, or

        3.1.1.2 histologically confirmed myelodysplastic syndrome that has progressed on standard
        therapy or for which no standard treatment options exist. (As of Amendment L, January 2021,
        the MDS cohort has been closed due to low accrual.)

        3.1.2 Age greater than or equal to18 years.

        3.1.3 ECOG performance status less than or equal to 2.

        3.1.4 Life expectancy of greater than 3 months

        3.1.5 Patients must have normal organ and marrow function as defined below:

          -  Absolute neutrophil count: greater than or equal to 1,500/mcL for solid tumors and
             lymphomas only

          -  Platelets: greater than or equal to 100,000/mcL for solid tumors and lymphomas only

          -  Total bilirubin: less than or equal to 1.5 X institutional ULN

          -  AST(SGOT)/ALT(SGPT): less than or equal to 3 X institutional upper limit of normal

        OR

        less than 5 X institutional upper limit of normal for

        -creatinine: ess than or equal to 1.5 X institutional ULN

        OR

        creatinine clearance greater than or equal to 60 mL/min/1.73 m2 for patients with
        creatinine levels >1.5 mg/dL

        3.1.6 Bortezomib and clofarabine have both been assigned to pregnancy category D by the
        FDA. For this reason, women of child-bearing potential and men must agree to use adequate
        contraception (hormonal or barrier method of birth control; abstinence) prior to study
        entry and for the duration of study participation and for at least 3 months after dosing
        with study drugs ceases. Should a woman become pregnant or suspect she is pregnant while
        she or her partner is participating in this study, she should inform her treating physician
        immediately. Men treated or enrolled on this protocol must also agree to use adequate
        contraception prior to the study, for the duration of study participation, and 3 months
        after completion of study drug administration.

        3.1.7 Patients must have completed any chemotherapy, radiation therapy, or biologic therapy
        greater than or equal to 3 weeks (or greather than or equal to 5 half-lives, whichever is
        shorter) prior to entering the study. Patients must be greater than or equal to 2 weeks
        since any prior administration of a study drug in a Phase 0 or equivalent study and be
        greater than or equal to 1 week from palliative radiation therapy (patients on study may be
        eligible for palliative radiotherapy to non-targeted lesions after 2 cycles of therapy at
        the PI s discretion). Patients must have recovered to eligibility levels from prior
        toxicity or adverse events. Treatment with bisphosphonates is permitted.

        3.1.8 For patients enrolled on the expansion cohort, patients must have tumor amenable to
        biopsy (excisional or incision biopsies of skin or H & N lesions under visualization) and
        willingness to undergo tumor biopsies.

        EXCLUSION CRITERIA

        3.2.1 Sensory/motor neuropathy greater than or equal to Grade 2

        3.2.2 QTc interval (Fridericia formula) > 450 msec for men or > 470 msec for women at study
        entry; history of congenital long QT syndrome

        3.2.3 Patients who are receiving any other investigational agents.

        3.2.4 Patients with active brain metastases, CNS disease, or carcinomatous meningitis are
        excluded from this clinical trial. Patients with treated brain metastases, whose brain
        metastatic disease has remained stable for greater than or equal to 4 weeks without
        requiring steroid and anti-seizure medication, are eligible to participate.

        3.2.5 History of allergic reactions attributed to compounds of similar chemical or biologic
        composition to study drugs. Patients who have previously received either clofarabine or
        bortezomib will be excluded as this may affect accurate determination of the MTD.

        3.2.6 Uncontrolled intercurrent illness including, but not limited to, serious untreated
        infection, symptomatic respiratory failure/congestive heart failure, unstable angina
        pectoris, cardiac arrhythmia, or psychiatric illness/social situations that would limit
        compliance with study requirements.

        3.2.7 Pregnant women are excluded from this study because bortezomib and clofarabine have
        been assigned to pregnancy category D by the FDA. Because there is an unknown but potential
        risk for adverse events in nursing infants secondary to treatment of the mother with the
        study drugs, breastfeeding should be discontinued prior to the first dose of study drug and
        women should refrain from nursing throughout the treatment period and for 3 months
        following the last dose of study drug.

        3.2.8 HIV-positive patients on combination antiretroviral therapy are ineligible because of
        possible pharmacokinetic interactions with study drugs.

        3.2.9 Both men and women of all races and ethnic groups are eligible for this trial.