Inclusion Criteria:

Phase I

- Acute leukemia - secondary or beyond first remission or in CR with poor risk
cytogenetics, myelodysplastic syndrome IPPS Int-2 or high risk, chronic myelogenous
leukemia in accelerated or blast crisis and imatinib refractory or lymphoma having
failed second line therapy or relapsed mantle cell lymphoma.

Phase II

- Acute leukemia secondary or at high risk for relapse, myelodysplastic syndrome IPPS
Int-2 or high risk or having failed other therapy, chronic myelogenous leukemia,
lymphoma having failed first line therapy or at high risk, relapsed Hodgkin's, CCL
progressed beyond initial therapy, multiple myeloma beyond initial response or with
high risk features.

- Must have an HLA matched or 5/6 matched related donor at at least a 5/6 matched
unrelated donor available.

- Have adequate renal and hepatic functions

- Capable of understanding the investigational nature, potential risk and benefits of
the study and able to provide valid informed consent.

- Female patients of childbearing potential must have a negative serum pregnancy test
within 2 weeks prior to enrollment.

- Male and female patients of childbearing potential must use an effective
contraceptive method during the study and for a minimum of 6 months after study
treatment.

Exclusion Criteria:

- Current concomitant chemotherapy, radiation therapy or immunotherapy other than as
specified in the protocol.

- Use of investigational agents within 30 days and no cytotoxic anticancer agents
within 2 weeks before study entry with the exception of hydroxyurea. The patient
must have recovered from all non-hematological acute toxicities from any previous
therapy.

- Other severe concurrent disease, or have a history of serious organ dysfunction or
disease involving the heart, kidney, liver or other organ system that may place the
patient at undue risk to undergo treatment.

- Patients with systemic fungal, bacterial, viral, or other infection not controlled.

- Pregnant or lactating patients.

- Any significant concurrent disease, illness or psychiatric disorder that would
compromise patient safety or compliance, interfere with consent, study participation,
follow-up or interpretation of study results.

- Age > 70 (for Phase 1) or 75 (for Phase 2)