-INCLUSION CRITERIA:

          1. Patient must have a B cell ALL (inclusive of ALL blast transformation from CML) or
             lymphoma and must have relapsed or refractory disease after at least one standard
             chemotherapy regimen and one salvage regimen. In view of the PI and the primary
             oncologist, there must be no available alternative curative therapies and subjects
             must be either ineligible for allogeneic stem cell transplant (SCT), have refused SCT,
             recurred after SCT, or have disease activity that prohibits SCT at the time of
             enrollment.

          2. CD22 expression must be detected on greater than 15% of the malignant cells by
             immunohistochemistry or greater than 80% by flow cytometry. The choice of whether to
             use flow cytometry or immunohistochemistry will be determined by what is the most
             easily available tissue sample in each patent. In general, immunohistochemistry will
             be used for lymph node biopsies, flow cytometry will be used for peripheral blood and
             bone marrow samples and CSF when feasible.

          3. Patients must have measurable or evaluable disease at the time of enrollment, which
             may include any evidence of disease including minimal residual disease detected by
             flow cytometry, cytogenetics, or polymerase chain reaction (PCR) analysis.

          4. Greater than or equal to 3 years of age (and at least 14.5 kg) and less than or equal
             to 39 years of age at time of enrollment.

          5. Subjects with CNS disease are eligible, with exceptions as noted in the exclusion
             criteria

          6. Patients, parents/guardian(s), legally authorized representative (LAR), or durable
             power of attorney must be able to give consent and sign the informed consent document.

          7. Clinical performance status: Patients greater than or equal to 16 years of age:
             Karnofsky greater than or equal to 50%; Patients < 16 years of age: Lansky scale
             greater than or equal to 50%. Subjects who are unable to walk because of paralysis,
             but who are upright in a wheelchair will be considered ambulatory for the purpose of
             calculating the performance score.

          8. Patients of child-bearing or child-fathering potential must be willing to practice
             birth control from the time of enrollment on this study and for four months after
             receiving the preparative regimen.

          9. Patients must have adequate organ function as described below:

             -Cardiac function: Left ventricular ejection fraction greater than or equal to 45% or
             fractional shortening greater than or equal to 28%.

             -Pulmonary function: Patients without respiratory symptoms (e.g. dyspnea at rest,
             known requirement for supplemental oxygen therapy) and who have an oxygen saturation
             greater than or equal to 92% on room air, will be eligible. For patients not meeting
             this criteria, pulmonary function tests will be performed to confirm that the
             DLCO/VA/Adj is 50% of the normal predicted value corrected for hemoglobin and alveolar
             volume in order to meet eligibility.(For children who are unable to cooperate for
             PFTs, the criterion is: No evidence of dyspnea at rest, no exercise intolerance and no
             requirement for supplemental oxygen therapy. )

               -  Hematologic function:

                  --Absolute neutrophil count greater than or equal to 750/mcL

                  --Platelets greater than or equal to 50,000/mcl

                    -  A subject will not be excluded because of pancytopenia related to disease

               -  Liver Function:

                    -  AST (SGOT)/ALT (SGPT): less than or equal to 20 x institutional upper limit
                       of normal

                    -  Total bilirubin less than or equal to 2 x ULN (ecept in the case of subjects
                       with documented Gilbert s disease greater than or equal to 3 x ULN)

               -  Renal Function: Normal creatinineCreatinine level < the maximum for age listed in
                  the table below OR creatinine clearance greater than or equal to 60 mL/min/1.73
                  m2 for patients with creatinine levels above institutional normal.

                    -  less than or equal to 5 years old: maximum serum creatinine 0.8mg/dL

                    -  between 6 and 10 years old: maximum serum creatinine 1.0mg/dL

                    -  greater than 10 years old: maximum serum creatinine 1.2mg/dL

         10. Patients previously treated with anti-CD19 CAR or other adoptive cell therapies will
             be eligible if all other eligibility criteria in the expansion phase. Circulating CAR
             T cells must be <5% in peripheral blood.

        EXCLUSION CRITERIA:

        Subjects meeting any of the following criteria are not eligible for participation in the
        study:

        1. Subjects with radiologically-detected active CNS lymphoma, leptomeningeal CNS disease or
        isolated CNS disease which are eligible for definitive CNS directed radiationtherapy will
        be excluded.

        2 .Hyperleukocytosis (greater than or equal to 50,000 blasts/ L) or rapidly progressive
        disease that in theestimation of the investigator and sponsor would compromise ability to
        complete study therapy;

        3. Pregnant or breast-feeding females

        4. Recent prior therapy

        5. Subjects will be excluded related to the following prior therapy criteria:

          -  Systemic chemotherapy, anti-neoplastic investigational agents, or antibody based
             therapies 2 weeks (6 weeks for clofarabine or nitrosoureas) prior to apheresis with
             the following exception:

             --No time restriction with prior intrathecal chemotherapy, steroid therapy,
             hydroxyurea or ALL maintenance type chemotherapy (vincristine, 6-mercaptopurine, oral
             methotrexate, or a tyrosine kinase inhibitor for patients with Ph+ ALL) provided there
             is recovery from any acute toxic effects.

          -  Radiation therapy <= 3 weeks prior to apheresis with the following exception:

             --No time restriction with radiation therapy if the volume of bone marrow treated is
             less than 10% and the subject has measurable/evaluable disease outside the radiation
             window.

          -  History of allogeneic stem cell transplantation prior to apheresis that meet the
             following criteria:

               -  Less than 100 days post-transplant

               -  Evidence of active graft-versus-host disease (GVHD)

               -  Taking immunosuppressive agents within 30 days prior to apheresis.

               -  Less than 6 weeks post donor lymphocyte infusion (DLI)

          -  History of prior CAR therapy or other adoptive cell therapies prior to apheresis that
             meet the following criteria:

               -  Less than 30 days post-infusion

               -  Circulating CAR T cells (or genetically modified cells) >=5% by flow cytometry in
                  peripheral blood

                  6. HIV/HBV/HCV Infection:

                    1. Seropositive for HIV antibody. (Patients with HIV are at increased risk of
                       lethal infections when treated with marrow-suppressive therapy. Appropriate
                       studies will beundertaken in patients receiving combination antiretroviral
                       therapy in the future should study results indicate effectiveness.)

                    2. Positive for Hepatitis B surface antigen (HbsAG)

                    3. Evidence of active HCV (evidenced by detectable HCV RNA)

                       7. Uncontrolled, symptomatic, intercurrent illness including but not limited
                       to infection, congestive heart failure, unstable angina pectoris, cardiac
                       arrhythmia, psychiatric illness, or social situations that would limit
                       compliance with study requirements or in the opinion of the PI would pose an
                       unacceptable risk to the subject;

                       8. Second malignancy other than in situ carcinoma of the cervix, unless the
                       tumor was treated with curative intent at least two years previously and
                       subject is in remission;

                       9. History of severe, immediate hypersensitivity reaction attributed to
                       compounds of similar chemical or biologic composition to any agents used in
                       study or in the manufacturing of the cells (i.e. gentamicin)