Inclusion Criteria:

- High-risk of breast cancer according to Breast Cancer Risk Tool (BCRT)based on the
GAIL model

- Women between the ages of 35-65

- BMI between >28 and <40

- Physically able to undertake a moderate to vigorous exercise program

- Ability to attend weekly group counseling sessions and clinic visits

- Agrees to be randomly assigned

- Ability to communicate in English

- Provides informed consent

Exclusion Criteria:

- Previous diagnosis of invasive cancer within the past 10 years (in situ breast cancer
and simple basal or squamous cell carcinoma not included)

- Contraindications for entry into a physical intervention program

- Regularly engaged in more than 90 minutes of moderate to vigorous exercise

- Abuse of alcohol and/or non-prescription drugs

- Planning to leave the geographic area for an extended period of time during the
course of the study

- Transportation issues

- Women who are pregnant or planning on becoming pregnant during the course of the
study