Abstract: An improved exercise apparatus for muscles of the upper extremities, mid-back, and posterior shoulder girdle provides negative variable resistance as the muscles are contracted over a wide range of motion while maintaining proper joint alignment in the shoulders, elbows, and wrists. A movable weight carrying assembly has a transverse handlebar from the ends of which extend handle members which the user grasps to pivot the weight carrying assembly toward himself or herself while moving the arms from an outstretched position to a position with the elbows flexed, scapulae adducted, and the trapezius muscles contracted in a shrugging action. The weight carrying assembly is adjustable for varying heights of user.