Compounds of formula I modulate JNK:whereinX1 and X2 are each simultaneously N or CH;X3 is CH—R2 or N—SO2R, where R is lower alkyl;R1 is aryl or heteroaryl, substituted with 0-3 lower alkyl radicals;R2 iswhere R3 is H, lower acyl, or an amino acid,or a pharmaceutically acceptable salt thereof.