Compounds of formula (I) modulate JNK wherein X
1
and X
2
are each simultaneously N or CH; X
3
is CH—R
2
Or N—SO
2
R, where R is lower alkyl; R
1
is aryl or heteroaryl, substituted with 0-3 lower alkyl radicals; R
2
is (II), where R
3
is H, lower acyl, or an amino acid, or a pharmaceutically acceptable salt thereof.