The present invention provides compounds of formula I: ##STR00001## or a
pharmaceutically acceptable derivative thereof, wherein R.sup.1, R.sup.2,
A, G, and W are as described in the specification. These compounds are
inhibitors of protein kinase, particularly inhibitors of JNK, a mammalian
protein kinase involved cell proliferation, cell death and response to
extracellular stimuli, Lck, Src, and Aurora kinases. The invention also
relates to methods for producing these inhibitors. The invention also
provides pharmaceutical compositions comprising the inhibitors of the
invention and methods of utilizing those compositions in the treatment
and prevention of various disorders.