The present invention relates to compounds of Formula I: ##STR00001##
wherein A is (CH.sub.2).sub.m-Q-(CH.sub.2).sub.n, wherein each CH.sub.2
may be independently substituted with one or more substitution selected
from the group consisting of: hydroxy, halo, alkoxy, lower alkyl, amino,
aminoalkyl, alkylamino, alkenyl, and alkynyl; B is a 5 or 6 membered
heteroaryl, or aryl, optionally saturated, or optionally substituted with
R.sup.1, R.sup.2, or R.sup.12; X is selected from the group consisting
of: N and C; and Y and Z are independently selected from the group
consisting of: N, C, CH, CR.sup.3, S, and O; compositions comprising such
compounds, intermediates thereof, methods of making such compounds, and
methods for treating cancer, inflammation, and inflammation-associated
disorders, such as arthritis.