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.