Compounds having the formula (I), and enantiomers, and diastereomers, pharmaceutically-acceptable salts, thereof, ##STR00001## are useful as kinase modulators, including MK2 modulation, wherein one of E and F is a nitrogen atom and the other of E and F is a carbon atom, Z is N or CR.sub.3, and R.sub.1, R.sub.2, R.sub.3, X and Y are as defined herein.