| 1. Curtis Mayfield - Right On For The Darkness (Used By Mase Feat. Total For 'What You Want') | not rated | 2:57 |
| 2. Cecil Holmes - Call Me, Come Back Home (Used By Rakim For 'It's Been A Long Time') | not rated | 2:31 |
| 3. Al Green - Love And Happiness (Used By Busta Rhymes For 'Turn It Up') | not rated | 2:25 |
| 4. Joe Simon - Drowing In The Sea Of Love (Used By Gang Starr For 'You Know My Steez') | not rated | 2:37 |
| 5. B.T. Express - Everything Good To You (Used By DMX For 'Get At Me Dog') | not rated | 2:48 |
| 6. Willie Mitchell - Groovin (Used By RZA & GZA For 'Liquid Swords') | not rated | 2:53 |
| 7. Nona Hendryx - Transformation (Used By Mic Geronimo For 'Nothin' Move But The Money') | not rated | 3:13 |
| 8. Bill Conti - Going The Distance (Used By Puff Daddy, B.I.G. & Busta Rhymes For 'Victory') | not rated | 2:36 |
| 9. George Duke - Reach For It (Used By Frankie Cutlass For 'The Cypher Part 3') | not rated | 2:53 |
| 10. Bobby Caldwell - My Flame (Used By Notorious B.I.G. For 'Sky's The Limit') | not rated | 2:53 |
| 11. Cal Tjader - Django (Skit) (Used By Davina For 'So Good') | not rated | 0:57 |
| 12. Stevie Wonder - To High (Used By The Liks For 'All Night') | not rated | 3:00 |
| 13. Larry Young - Turn Off The Lights (Used By The Firm For 'Firm All Stars') | not rated | 2:57 |
| 14. Chocolate Milk - Action Speaks Louder Than Words (Used By Sauce Money For 'Action Speaks Louder Than Words') | not rated | 2:52 |
| 37:39 |
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