-  INCLUSION CRITERIA:

          -  Patients must have histologically confirmed solid tumors that have progressed on
             standard therapy known to prolong survival or for which no standard treatment options
             exist.

          -  Age greater than or equal to 12 years.

          -  ECOG performance status less than or equal to 2.

          -  Life expectancy of greater than 3 months

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

               -  Absolute neutrophil count greater than or equal to 1,500/mcL

               -  Platelets greater than or equal to 100,000/mcL

               -  Total bilirubin less than or equal to 1.5 X institutional ULN (with the exception
                  of those with Gilbert syndrome, who must have total bilirubin <=3 X institutional
                  ULN)

               -  AST(SGOT)/ALT(SGPT) less than or equal to 3 X institutional upper limit of
                  normal; 5.0 x ULN in patients with liver metastases

               -  creatinine less 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 greater than 1.5 mg/dL

          -  Nilotinib and paclitaxel 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.

          -  Patients must have completed radiation therapy, or major surgery greater than or equal
             to 3 weeks, or biologic therapy or chemotherapy greater than or equal to 5 half-lives
             or 3 weeks, whichever is shorter (6 weeks for nitrosoureas and mitomycin C) 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 to1 week from palliative radiation therapy. Patients must have recovered to
             eligibility levels from prior toxicity or adverse events. Treatment with
             bisphosphonates is permitted.

          -  For the PD-expansion cohort, patients must be willing to give biopsies for research
             and have tumors amenable for the acceptable biopsy procedures- or in lieu of baseline
             biopsies, patient must have and be willing to submit at registration archival tumor
             biopsy tissue from a previous research study or medical care. Criteria for the
             submission of archival tissue are:

          -  Tissue must have been collected within 3 months prior to registration.

          -  Patient must not have received any intervening therapy for their cancer since the
             collection of the tumor sample.

          -  Tumor tissue must meet the minimum requirements

        EXCLUSION CRITERIA:

          -  QTcF interval of less than 450 msec at study entry; congenital long QT syndrome

          -  Sensory/motor neuropathy less than or equal to Grade 2

          -  Patients who are receiving any other investigational agents.

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

          -  History of allergic reactions attributed to compounds of similar chemical or biologic
             composition to study drugs.

          -  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.

          -  Pregnant women are excluded from this study because nilotinib and paclitaxel 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.

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

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