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1. A1 Penitentiary Philosophy 6:09
2. A2 Didn't Cha Know 3:58
3. A3 My Life 3:59
4. B1 ... & On 3:34
5. B2 Cleva 3:45
6. B3 Hey Sugah 0:51
7. B4 Booty 4:04
8. C1 Kiss Me On My Neck 5:34
9. C2 A.D. 2000 4:51
10. C3 Orange Moon 7:10
11. C4 In Love With You 5:21
12. D1 Bag Lady 5:48
13. D2 Time's A Wastin 6:40
14. D3 Green Eyes 10:04

Released in a black sleeve with sticker on front. Tracklist on labels. Runouts are etched, except "STERLING" is stamped. A1 Produced by e. badu, James Poyser The Soulquarian for The Axis Music Group Co-produced by Ahmir (? Luv) Thompson for Grand Wizards and Pino Palladino Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Jajapo Music/BMG International (ASCAP); Grand Nigaz/BMG Careers (BMI); Bug Music A2 Produced by Jay Dee The Soulquarian for Payjay Productions, Inc. & e. badu Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP) This composition contains an interpolation of "Dream Flower" written by Philip Clendeninn published by Clendeninn Music (BMI) A3 Produced by e. badu, James Poyser The Soulquarian for The Axis Music Group Co-produced by Jay Dee The Soulquarian for for Payjay Productions, Inc. Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Jajapo Music/BMG International (ASCAP); Exquisitely Rich Music/Tribes of Kedar/BMG Songs (ASCAP) B1 Produced by Jah Born for GX9 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); McNooter Publishing/MCA Publishing (ASCAP); Shunwun (ASCAP); Jajapo Music/BMG International (ASCAP) B2 Produced by e. badu, James Poyser The Soulquarian for The Axis Music Group Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Jajapo Music/BMG International (ASCAP); Shunwun (ASCAP) B3 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); B4 Co-produced by James Poyser The Soulquarian for The Axis Music Group Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP) C1 Co-produced by Jay Dee The Soulquarian for Payjay Productions, Inc. and James Poyser The Soulquarian for The Axis Music Group Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Jajapo Music/BMG International (ASCAP); E.P.H.C.Y. Music (ASCAP); DeJohnette Music (BMI) C2 Co-produced by James Poyser The Soulquarian for The Axis Music Group, Ahmir (? Luv) Thompson for Grand Wizards, Pino Palladino Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Miami Spice Music Publishing (ASCAP) C3 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Shunwun Music (ASCAP); Lil Chocolate Stahr Music (ASCAP); Novojo Music (ASCAP) C4 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); ZNS Publishing/EMI Virgin (ASCAP) D1 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Shunwun Music (ASCAP); Irving Music/WB Music Corp.; Ain't Nothing Goin On But F****n Music/Sony Music Publishing (ASCAP); Phat Cat Music (ASCAP); Loot On Loose Leaves/Big Yacht Publishing (ASCAP); Antraphil Music/Sharon Hill Music (BMI); Nate Dogg Music (BMI) This compilation contains an interpolation of "Xxplosive" performed by Dr. Dre, written by A. Young, B. Bailey, C. Longmiles, R. Brown, N. Hale used courtesy of WB Music Corp./Ain't Nothing Goin On But F****n Music (ASCAP)/Loot On Loose Leaves/Big Yacht Publishing (ASCAP)/Sony Music Publishing/Phat Cat Music (ASCAP)/Antraphil Music/Sharon Hill Music (BMI)/Nate Dogg Music (BMI) This compilation contains elements of "Bumpy's Lament" written by I. Hayes administered used courtesy of Irving Music, Inc. (BMI). Used by permission. D2 Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Shunwun Music (ASCAP) D3 Produced by e. badu, James Poyser The Soulquarian and Vikter Duplaixfor The Axis Music Group Divine Pimp Publishing/Tribes of Kedar/BMG Songs (ASCAP); Jajapo Music/BMG International (ASCAP); Enertia Creations (ASCAP)