Background. Obesity is prevalent disorder; up to 60% of US population that is associated with significant morbidity and mortality through inflammation, insulin resistance, dyslipidemia, obstructive sleep apnea, and atherosclerosis. The economic burden of obesity-related illnesses is substantial, with estimates ranging from 2% to 7% of the total US health care expenditures and billions of dollars in direct and indirect costs to society. This randomized clinical trial will compared the effectiveness of Intense Exercise/Moderate Calorie Restriction (IE-MCR), Topiramate-Phentermine (TP) and cognitive behavioral therapy (CBT) on obesity and atherosclerosis in morbidly obesity individuals (body mass index(BMI)>40 kg/m2 or BMI>35 kg/m2 with associated comorbidities) with diabetes mellitus (DM).