Inclusion Criteria:

- Cytopathologically or histopathologically confirmed diagnosis of AML, MDS (RAEB-1,
-2) or CMML, who are either relapsed or refractory to standard therapy, or are
considered inappropriate candidates for standard therapy.

- Inappropriateness for standard therapy requires a) MDS patients: not be a candidate
for immediate allogeneic stem cell transplantation, not have a -5q-cytogenetic
abnormality (unless previously received lenalidomide), and not be an appropriate
candidate for a DNA hypomethylating agent b) AML patients must be 60 years of age or
greater and have one of more of the following documented poor risk factors: ECOG
Performance Status = 2, 70 years of age or older, unfavorable cytogenetics.

- Life expectancy of at least 12 weeks

- Not likely to require cytoreductive therapy within one month (other than hydroxyurea)

- ECOG Performance Status of 2 or less

- Serum transaminase activity (AST/SGOT & ALT/SGPT) < 2.5 x ULN

- Serum total bilirubin < 1.5 x ULN ( with the exception of individuals with Gilbert's
disease)

- INR < 1.3 (or < 3 on anticoagulants)

- Fasting serum cholesterol 300mg/dl or 7.75 mmol/L or less AND fasting triglycerides
2.5 ULN or less

Exclusion Criteria:

- Prior allogeneic, syngeneic, or autologous bone marrow transplant or stem cell
transplant less than 2 months previously

- Female patients who are pregnant or breast feeding or adults of child bearing not
employing double barrier contraception

- Concurrent severe and/or uncontrolled medical or psychiatric condition which may
interfere with the completion of the study

- Impairment of gastrointestinal function or GI disease that may significantly alter
absorption of PKC412 or RAD001

- Uncontrolled active infection

- Any pulmonary infiltrate on teh baseline chest x-ray known to be new in the previous
4 weeks

- Patients with a Grade 2 or higher hypercholesterolemia or hypertriglyceridemia
despite lipid-lowering therapy

- Patients with history of another malignancy within the past 5 years, with the
exception of adequately treated basal or squamous cell skin carcinoma or cervical
carcinoma in situ

- History of non-compliance to medical regimens and patients who are unwilling or
unable to comply with this protocol

- Prior treatment with any investigational drug within preceding 4 weeks

- Chronic treatment with systemic steroids or another immunosuppressive agent

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

- Any severe or uncontrolled medical conditions or other conditions that could affect
their participation

- Known history of HIV seropositivity

- Known hypersensitivity to RAD001 or other rapamycins or to its excipients

- Known hypersensitivity to PKC412 or to its excipients

- Diagnosis of acute promyelocytic leukemia