Release

1	Introduction	1:20
2	Loungin'	4:38
	Co-producer - Donald Byrd Piano - Donald Byrd Trumpet - Donald Byrd
3	When You're Near	4:02
	Co-producer, Lyrics By - N'Dea Davenport Keyboards - Simon Law Vocals - N'Dea Davenport
4	Transit Ride	3:58
	Co-producer - Branford Marsalis Guitar - Zachary Breaux Saxophone - Branford Marsalis Scratches - DJ Jazzy Nice
5	No Time To Play	4:54
	Co-producer - Ronny Jordan Guitar - Ronny Jordan Vocals - Dee C. Lee Vocals [Additional Vocals] - Big Shug
6	Down The Backstreets	4:47
	Co-producer - Lonnie Liston Smith Drums - Lil' Dap Piano - Lonnie Liston Smith
7	Respectful Dedications	0:54
8	Take A Look (At Yourself)	3:59
	Co-producer - Roy Ayers Vibraphone - Roy Ayers
9	Trust Me	4:27
	Co-producer, Lyrics By - N'Dea Davenport Vocals - N'Dea Davenport
10	Slicker Than Most	2:36
	Flute - Gary Barnacle Saxophone - Gary Barnacle Vocals [Additional Vocals] - Cutthroats, The
11	Le Bien, Le Mal	3:21
	Co-producer - MC Solaar Featuring - MC Solaar Scratches, Co-producer - DJ Jimmy Jay* Vocals [Additional Vocals] - Black Jack , Mickey "Mus Mus"*
12	Sights In The City	5:10
	Co-producer - Carleen Anderson Co-producer, Lyrics By - Courtney Pine Flute - Courtney Pine Keyboards - Simon Law Saxophone - Courtney Pine Vocals - Carleen Anderson

Credits

Artwork By [Art Direction] - Henry Marquez
Artwork By [Design] - Diane Cuddy
Engineer [London Assistant] - Tracii D. Sherman
Engineer [London] - James Bell*
Engineer [Los Angeles Assistant] - Doug Boehm
Engineer [Los Angeles] - James B. Mansfield*
Engineer [New York Assistant] - David Carpenter , Luke Allen
Engineer [New York] - Craig Marcus , Joe Quinde , Kieran Walsh
Engineer [Paris Assistant] - Phillipe*
Engineer [Paris] - Zdar Cerbonschi*
Executive Producer - Duff Marlowe , Keith Elam , Patrick Moxey
Mastered By - Tony Dawsey
Photography - Humphrey Studio
Producer, Arranged By, Mixed By, Music By, Lyrics By - Guru

Notes

All songs produced, arranged and mixed for Guru Productions, Inc. except "Le Bien, Le Mal".

All tracks recorded and mixed at D&D Studios, New York, NY except "When You're Near", "Trust Me", "Sights In The City", and "Slicker Than Most" mixed at EMI Studios, London. "Transit Ride" mixed at Hollywood Sound, Los Angeles, CA. "Le Bien, Le Mal" mixed at Studio Ferber, Paris, France.

Mastered at Masterdisk, New York, NY