Inclusion Criteria:

- Patients must have a histologically confirmed solid tumor that is considered
incurable and is not amenable to conventional surgical, radiation therapy or
chemotherapy treatment programs.

- Prior chemotherapy and/or radiation are allowed. At least 3 weeks must have elapsed
since prior large-field radiation therapy; patients must have been off previous
anti-cancer therapy for at least 3 weeks (6 weeks for mitomycin-C and nitrosoureas);
and recovered from all treatment related toxicity. Prior temozolomide treatment is
not restricted.

- ECOG performance status (PS) 0-2 (Karnofsky PS 50-100%)

- Life expectancy ≥ 12 weeks

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

- Absolute neutrophil count ≥ 1,500/μL

- Platelet count ≥ 100,000/μL

- Hemoglobin ≥ 10.0 g/dL

- Total bilirubin ≤ 1.5 mg/dL

- AST ≤ 2.5 times upper limit of normal

- Creatinine ≤ 1.5 mg/dL and/or creatinine clearance ≥ 60 mL/min

- Patients with known primary or metastatic CNS disease, are eligible for participation
in cohort B, but not in cohort A.

- 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. Should a woman become pregnant or suspect
she is pregnant while participating in this study, she should inform her treating
physician immediately.

- Ability to understand and the willingness to sign a written informed consent
document.

Exclusion Criteria:

- Patients may not be receiving any other investigational agents or have received other
investigational agents for at least 3 weeks.

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

- Pregnant and lactating women are excluded from this study because the methoxyamine
and temozolomide combination is likely to be teratogenic.

- NYHA classification III or IV heart disease

- Patients with known primary or metastatic CNS disease (cohort B) are not eligible if
they have a mini mental status exam score < 15 or evidence of leptomeningeal disease.

- Patients with pre-existing neurologic toxicity > grade1 (as per CTCAE, version 3.0)
are not eligible for participation in cohort A.

- Patients screened for participation in cohort B with pre-existing neurologic toxicity
> grade 2 (as per CTCAE, version 3.0) are not eligible, unless pre-existing
neurologic toxicity is documented in detail and patient's participation in the trial
has been approved by the neuro-oncology team at participating institutions.