Compounds having the formula (I), and pharmaceutically-acceptable salts, hydrates and prodrugs thereof,in which E is X is N or CH, W is —NR16R17, —NR16C(═O)R22, —NR16CO2R22, —OR23, or a heteroaryl or heterocyclo group as defined in the specification, and R1 through R12, R16, R17, R22, R23, x, y, and z are as defined in the specification, are useful as modulaters of
melanocortin receptors, particularly MC-1R and MC-4R.