Abstract: An exercise apparatus comprising a lower body exercise machine, at least one upper body exercise module positioned for engagement by a user of the machine, each module adapted to provide resistance to the user's full natural arm swing. Each module comprises an elongated connector, a user engagement connected to one end of the elongated connector for engaging or being engaged by a body appendage of a user, and a resistance mechanism for resisting a tensile force applied to the end of the elongated connector. The lower body exercise machine includes an exercise bicycle adapted for use with the upper body exercise module. The resistance mechanism includes a reel through which the elongated connector is wound and the reel containing a means of providing resistance against the action of the user.