We claim:

1.	A compound of the Formula I wherein: Xl is OCH2, SCH2, or a bond; Rl is a fused heterocycle of the formula: R.

2.

and R.

3.	re independently H, C1C4 alkyl, or aryl; R.

4.	is an optionally substituted heterocycle or a moiety selected from the group consisting of: X2 is a bond, or a 1 to 5 carbon straight or branched alkylene; R.

5.	is H, or C1C4 alkyl; R.

6.	is H, or C1C4 alkyl; or R5 and R6 combine with the carbon to which each is attached to form a C3Cg cycloalkyl; or Rδ combines with to X2 and the carbon to which 2 is attached to form a C3C8 cycloalkyl; or R.

7.	combines with X2, the carbon to which X2 is attached, and R4 to form: provided that R5 is H; R.

8.	is H, halo, hydroxy, C1C4 alkyl, C1C4 haloalkyl, aryl, CN, COOR2 , CONHR2, NHCOR2, OR2, NHR2, SR2, SO2R2 SO2NHR2, or SOR2; R.

9.	is independently H, halo or C1C4 alkyl; R.

10.

is halo, CN, OR10, C1C4 alkyl, C1C4 haloalkyl, C02R2 CONR11R12 , CONH(CιC4 alkyl or C1C4 alkoxy), SR2, CSNR2, CSNR11R12, SO2R2 SO2NR11R12, SOR2 , NRllR12< optionally substituted aryl, optionally substituted heterocycle, or C2C4 alkenyl substituted with CN, CO2R2 or CONR11R12; RlO is C1C4 alkyl, C1C4 haloalkyl, (CH2)nC3C8 cycloalkyl, (CH2)r_aryl, (CH2)nheterocycle, (CH2)nC3C8 optionally substituted cycloalkyl, (CH2)n optionally substituted aryl, (CH2)n optionally substituted heterocycle; Rll and R12 are independently H, C1C4 alkyl, aryl, (CH2)naryl, or combine with the nitrogen to which each is bound to form morpholinyl, piperidinyl, pyrrolidinyl, or piperazinyl; Ai and A2 are independently 0, S, NH, CH2, NCH3 , or NCH2CH3 ; m is 0 or 1; n is 0, 1, 2, or 3; or a pharmaceutically acceptable salt thereof.

11.	2 A compound of Claim 1, wherein R7 is H, halo, hydroxy, C1C4 alkyl, C1C4 alkoxy, H2 , SR2 , SO2R2 or SOR2.

12.	3 A compound of Claim 2 wherein: Ri is 4 A compound of Claim 3 wherein R5 and Rβ are thyl; and Ai and A2 are NH.

13.

5 A compound of Claim 4 wherein R4 is Re 6 A compound of Claim 5 wherein R4 is 7 A compound of Claim 6 wherein Rio is phenyl or pyridyl; said phenyl or pyridyl being substituted with CONR11R12, CO2R2, SO2R2, or S02NRιιRi2 8 A compound of the Formula II: wherein: Xl is OCH2, SCH2, or a bond; The bond between A3 and A4 is either a single or double bond; A3 and A4 are independently carbon or nitrogen; R2 and R3 are independently H, C1C4 alkyl, or aryl; R4 is an optionally substituted heterocycle or a moiety selected from the group consisting of: X2 is a bond, or a 1 to 5 carbon straight or branched alkylene; R5 is H, or C1C4 alkyl; R6 is H, or C1C4 alkyl; or R5 and R combine with the carbon to which each is attached to form a C3C6 cycloalkyl; or Rς, combines with to X2 and the carbon to which 2 is attached to form a C3C8 cycloalkyl; or Rδ combines with X2, the carbon to which X2 is attached, and R4 to form: provided that R5 is H; R7 is H, halo, hydroxy, C1C4 alkyl, C1C4 haloalkyl, aryl, CN, COOR2, CONHR2, NHCOR2, OR2, NHR2, SR2, S02R2 S02NHR2, or SOR2; R8 is independently H, halo or C1C4 alkyl; R9 is halo, CN, OR10, C1C4 alkyl, C1C4 haloalkyl, CO2R2 CONR11R12, C0NH(CιC4 alkyl or C1C4 alkoxy), ΞR2, CSNR2, CSNR11R12, SO2R2 SO2NR11R12, SOR2, NR11R12 optionally substituted aryl, optionally substituted heterocycle, or C2C4 alkenyl substituted with CN, CO2R2 or CONR11R12; RlO is C1C4 alkyl, C1C4 haloalkyl, (CH2)r_C3C8 cycloalkyl, (CH2)naryl, (CH2)nheterocycle, (CH2)nC3~C8 optionally substituted cycloalkyl, (CH2)n optionally substituted aryl, or (CH2)n optionally substituted heterocycle; Rll and R12 are independently H, C1C4 alkyl, aryl, (CH2)naryl or combine with the nitrogen to which each is bound to form morpholinyl, piperidinyl, pyrrolidinyl, or piperazinyl; m is 0 or 1; n is 0, 1, 2, or 3; or a pharmaceutically acceptable salt thereof.

14.	9 A compound of Claim 8 wherein A3 and A4 are CH.

15.	10 A compound of Claim 9 of the formula: wherein: A5 is CH or N.

16.	A compound of Claim 10 wherein R7 is H; Xi is OCH2; and X2 is methylene or ethylene.

17.	A compound of Claim 8 wherein: A4 is N; and A3 is CH or N.

18.	A compound of Claim 14 of the formula: wherein: A5 is CH or N.

19.	A compound of Claim 15 wherein R7 is H, halo, hydroxy, C1C4 alkyl, C1C4 alkoxy, NH2 , SR2 , SO2R2 or SOR2.

20.	A compound of Claim 16 wherein R7 is H; Xi is OCH2; and X2 is methylene or ethylene.

21.	A compound of Claim 17 wherein Rio is phenyl or pyridyl said phenyl or pyridyl being substituted with CONR11R12, CO2R2, CN, SO2R2, or SO2NR11R12.

22.	A compound of Claim 18 selected from the group consisting of: or pharmaceutically acceptable salts thereof.

23.	A method of treating Type II Diabetes comprising administering to a mammal m need thereof a compound of Claim 1.

24.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim .

25.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim 8.

26.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim 10.

27.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim 13.

28.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim 14.

29.	A method of treating Type II Diabetes comprising administering to a mammal in need thereof a compound of Claim 19.

30.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 1.

31.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 7.

32.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 8.

33.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 10.

34.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 13.

35.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 14.

36.	A method of treating obesity comprising administering to a mammal in need thereof a compound of Claim 19.

37.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 1.

38.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 7.

39.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 8.

40.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 9.

41.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 13.

42.	A method of agonizing the β3 receptor comprising administering to a mammal m need thereof a compound of Claim 14.

43.	A method of agonizing the β3 receptor comprising administering to a mammal in need thereof a compound of Claim 19.

44.	A pharmaceutical formulation comprising as an active ingredient a compound of Claim 1, associated with one or more pharmaceutically acceptable carriers, excipients or diluents.

45.	A pharmaceutical formulation comprising as an active ingredient a compound of Claim 7, associated with one or more pharmaceutically acceptable carriers, excipients or diluents.

46.	A pharmaceutical formulation comprising aε an active ingredient a compound of Claim 8, associated with one or more pharmaceutically acceptable carriers, excipients or diluents.

47.	A pharmaceutical formulation comprising as an active ingredient a compound of Claim 9, associated with one or more pharmaceutically acceptable carriers, excipients or diluents.

48.	A pharmaceutical formulation comprising as an active ingredient a compound of Claim 13, aεεociated with one or more pharmaceutically acceptable carrierε, excipientε or diluentε.

49.	A pharmaceutical formulation comprising as an active ingredient a compound of Claim 14, associated with one or more pharmaceutically acceptable carrierε, excipients or diluents.

50.	A pharmaceutical formulation compriεing as an active ingredient a compound of Claim 19, associated with one or more pharmaceutically acceptable carriers, excipients or diluents.

51.

A compound of the Formula III: wherein : A5 is CH or N; X2 is a bond or a 1 to 5 carbon straight or branched alkylene. R5 is H, C1C4 alkyl; R6 is H, C1C4 alkyl; or R5 and Rβ combine with the carbon to which each is attached to form a C3C6 cycloalkyl; or Rg combines with X2 and the carbon to which X2 is attached to form a C3C8 cycloalkyl; Rl4 is C1C4 alkyl, C1C4 haloalkyl, hydroxy, carboxy, tetrazolyl, acyl, COOR2, CONR11R12, CONH(Cι~C4 alkoxy), cyano, C1C4 alkoxy, C1C4 alkyl, phenyl, nitro, NRllRl2/ NHCO(CιC4 alkyl), NHCO(benzyl) , NHCO(phenyl) , SR2, S(CιC4 alkyl) , OCO(CιC4 alkyl) , SO2 (NR11R12) , ΞO2 (C1C4 alkyl), or SO2 (phenyl); or pharmaceutically acceptable salts thereof .

52.	A compound of claim 48, wherein: R5 and R6 are methyl; and X2 is methylene or ethylene.

53.	A compound of Claim 49, wherein R14 is CONH2.

54.	A process of preparing a compound of claim 1 of the formula IA wherein : A5 iε CH or N; which comprises : in step 1, hydrolysis of a compound of the formula IB: and in step 2, reacting the product of step 1 to form an acid addition salt.

55.	A process of preparing a compound of Claim 1, which comprises: in step 1 reacting an epoxide of the formula (XI) : with an amine of formula ( B ) : and in step 2 reacting the product of step 1 to form an acid addition salt..

56.

A process of Claim 52, wherein the amine is of the formula (IIIA) : wherein : A5 is CH or N; Rl4 is C1C4 alkyl, C1C4 haloalkyl, hydroxy, carboxy, tetrazolyl, acyl, COOR2, CONR11R12, CONH(CιC4 alkoxy) , cyano, C1C4 alkoxy, C1C4 alkyl, phenyl, nitro, R11R12, NHCO(CχC4 alkyl), NHCO (benzyl) , NHCO(phenyl) , SR2, S(CιC4 alkyl), 0C0(CiC4 alkyl) , SO2.NR11R12 ) , SO2 (C1C4 alkyl), or SO2 (phenyl) .