Disclosed are compounds Formula I ##STR00001## and pharmaceutically
acceptable salts thereof, wherein R.sub.1, R.sub.2, R.sub.3, R.sub.4, and
R.sub.5 are defined herein. These compounds are useful for treating
diseases and conditions caused or exacerbated by unregulated p38 MAP
Kinase and/or TNF activity. Pharmaceutical compositions containing the
compounds, methods of preparing the compounds and methods of treatment
using the compounds are also disclosed.