Abstract: An upper body exercise device designed to be used by a person while walking. The device consists of a belt to which a pair of cables is attached. The cables are retractable and roll up automatically, via a spring reel assembly, onto spools located within a pair of handgrips. The user grasps the handgrips and pulls outwardly while walking. The force required to pull the handgrips outwardly can be increased or decreased by turning an adjustment knob located on the outside of each handgrip. The adjustment knob causes a frictional force to be exerted on the cable spool making it easier or harder to pull the cable out. Straps are provided on each side of the belt to store the handgrips when not in use. Obviously the device of the present invention may also be used while in a stationary position or while jogging.