 Patients are randomized 2:1 to either the intensive or standard treatment control. Those who get randomized into the intensive group go to a family-based weight management program, including exercise, nutrition, behavior modification, and parenting classes. The intensive group is further randomized into a diet or non-dieting class to compare the outcomes of two different nutrition intervention methods. These classes meet twice per week exercise twice per week and nutritionbehavior modification once per weekfor first six months and then only twice per month during last six months. An exercise physiologist supervises the exercise component, which involves 45 minutes of aerobic activity targeted at 65 to 80 percent of the subjects estimated maximum heart rate. A registered dietitian facilitates the nutrition and behavior component. A social worker facilitates parent classes when the children have a behavior modification topic in their class parents only attend nutrition sessions. Those who get randomized into the control group go to clinic visits every 6 months. Intervention subjects go to clinic, as well, every 6 months to obtain the same measurements as the controls weight, BMI, fat, fasting insulin, fasting glucose, lipids, blood pressure. 