A respiratory inhalation resistence exercise device with a separate air inlet and air outlet. A mask, which provides a substantially airtight perimeter seal during inhaling and lung expansion, is provided which covers at least the user's nose and mouth. Multiple air inlet inserts are provided for interchangeable use in the air inlet, allowing different rates and resistence to airflow, as provided. The device is held in place, hands free, by straps around the user's head. The device may also cover the entire face of a user, with lenses in eye openings for sight. The device may be utilized continually in vigorous exercise, without use of a mouthpiece, without significant protruding parts, without movable valves or parts, and held in place without limitation on the user's activity.