The present invention relates to compounds of Formulas I and II, wherein A.sup.1, A.sup.2, B.sup.1, B.sup.2, Q, X.sup.1, X.sup.2, Y and R.sup.3 are defined herein, synthetic intermediates, and pharmaceutical compositions, comprising such compounds. The compounds and compositions are capable of modulating various protein kinase receptors such as Tie-2 and, therefore, influencing kinase related disease states and conditions. The compounds, for example, are capable of treating cancer caused by unregulated angiogenesis, and inflammation as well as other proliferative disorders.