 Exclusion Criteria: Cardiovascular: uncontrolled dyslipidemia fasting triglycerides 1000, type 1 diabetes, uncontrolled type 2 diabetes Hgb A-1-c 9.0 or if on insulin, or uncontrolled hypertension SBP 180 or DBP 100. Also, subjects with stable or unstable angina, a precedent myocardial infarction within six months of the study, or severe activity dyspnea, untreated major depression or patients with suicidal ideation, severe exercise-limiting inflammatory or degenerative arthritis, patients on anti-obesity medications or serotonin reuptake inhibitors, patients who are already involved in a regular aerobic exercise program 3 sessions of 30minwk or are involved with other weight loss programs with dietary regimen intervention as a component, e.g. Weight Watchers or other similarly structured weight loss programs. Pregnancy. Weigh greater than 350 pounds. - 