A special upper body exercise device for performing exercises such as push-ups or the like. It is an isometric and muscle toning push-up machine that allows for the movement of the hands and arms of the user, while performing push-up type exercises in a prone position. The preferred embodiment is comprised of (a) a pair of support sleds with features; (b) a pair of handles, one each for each said sled; (c) a means to pivotally secure the respective handle to the sled; (d) a lateral support system with telescopic features for the supporting sleds as the sleds move essentially in a plane in a lateral direction; (e) a means for slidably connecting the support system to the sleds; and (f) a means for resisting movement of the sleds on the support system wherein the person may grip the handles and exercise. An alternative is foldable.