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Despite the known health benefits of regular physical activity and exercise, physical inactivity is prevalent among American adults. The primary care provider is in an optimal position to provide physical activity and exercise counseling. The Physician-based Assessment and Counseling for Exercise (PACE) program, which utilizes the stages of change theory, provides a valuable framework for exercise counseling. This article discusses exercise counseling theories and research and provides an overview of the PACE program, including the PACE protocols and the model's utility in primary care.