Inclusion Criteria:

1. Patients with either of the following diagnoses: a. MDS and > 5% blasts, or IPSS risk
group intermediate-1, intermediate-2 or high risk; b. chronic myelomonocytic leukemia
(CMML)

2. Patients must have failed prior therapy with either a hypomethylating agent (eg,
azacytidine, decitabine) alone or in combination with other agents. Patients with
abnormalities in chromosome 5q, should have failed either a hypomethylating agent or
lenalidomide. Patients intolerant or unable to receive these agents will be
considered eligible.

3. Age >/= 18 years. Because no dosing or adverse event data are currently available on
the use of AR-67 in patients <18 years of age, children are excluded from this study
but will be eligible for future pediatric single-agent trials, if applicable.

4. ECOG performance status 0-2.

5. Patients must have normal organ function as defined below: a. Total bilirubin: 1.5 x institutional upper limit of normal; b. ALT(SGPT): upper limit of normal; c. Creatinine:
6. The effects of AR-67 on the developing human fetus at the recommended therapeutic
dose are unknown. For this reason women of child-bearing potential (ie, not
post-menopausal for at least 12 months and not surgically sterile) and men must agree
to use effective methods of contraception. Women of childbearing potential (any women
who is not surgically sterile or > 2 years post menopause) must give consent for
using a reliable method of contraception (eg, double-barrier, tubal ligation or
stable hormonal contraception) throughout the duration of study participation.

7. **continued from above: Should a woman become pregnant or suspect she is pregnant
while participating in this study, she should inform her treating physician
immediately.

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

9. Patients must have been off chemotherapy for 2 weeks prior to entering this study
unless there is evidence of rapidly progressive disease. Patients must have recovered
from the toxic effects of prior therapy to grade allowed to control counts up to 24 hrs prior to the start of therapy with AR-67.

Exclusion Criteria:

1. Nursing and pregnant females or females who plan pregnancy during the duration of the
study.

2. Active and uncontrolled systemic infections.

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