This invention describes novel protein kinase inhibitors of formula VII: ##STR00001## wherein G is Ring C or Ring D; Ring C is selected from a phenyl, pyridinyl, pyrimidinyl, pyridazinyl, pyrazinyl, or 1,2,4-triazinyl ring, wherein said Ring C has one or two ortho substituents independently selected from --R.sup.1; Ring D is a 5-7 membered monocyclic ring or 8-10 membered bicyclic ring selected from aryl, heteroaryl, heterocyclyl or carbocyclyl; R.sup.y is T-R.sup.3''; T is a valence bond or a C.sub.1-4 alkylidene chain; R.sup.3'' is an optionally substituted group selected from C.sub.1-6 aliphatic, C.sub.3-10 carbocyclyl, C.sub.6-10 aryl, a heteroaryl ring having 5-10 ring atoms, or a heterocyclyl ring having 5-10 ring atoms; and R.sup.1, R.sup.2, and R.sup.2' are as described in the specification. The protein kinase are useful for treating diseases such as cancer, diabetes and Alzheimer's disease.