Abstract: An exercise device for improving muscular tone, primarily of the upper torso and arms, is provided wherein circular motion is imparted to a pair of hand grips rotatably secured to an eccentrically weighted cross shaft. Sufficient tolerance is provided between the cross shaft and the hand grips so that the cross shaft is free to move in an orbital path eccentric to the center of said hand grips, wherein the orbital movement of said hand grips and the eccentric orbital movement of said cross shaft may be utilized to exercise various muscles of the body.