Inclusion Criteria:  Self-reported difficulty in at least one of the following activities: Walking quickly across the street, walking one mile, ascending one flight of stairs, rising from a chair without using arms Self-reports at least two chronic medical conditions such as hypertension, diabetes, hyperlipidemia, or coronary artery disease Speaks English  Exclusion Criteria:  high cardiovascular risk using home oxygen contraindications to an exercise intervention dementia regular exercise participation current participation in a weight loss intervention acute psychosis, major depression, or behavior that preventions group interaction