Compounds of formula (I) modulate JNK wherein X1 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 is (II), where R3 is H, lower acyl, or an amino acid, or a pharmaceutically acceptable salt thereof.
