| 1. Ramon Morris - Don't Ask Me (Used By Big Pun For 'You Came Up') | not rated | 2:52 |
| 2. Love Unlimited Orchestra - Midnight Groove (Used By Busta Rhymes For 'Cha, Cha, Cha') | not rated | 3:31 |
| 3. Steve Arrington - Weak At The Knees (Used By Jay-Z & Jermain Dupri For 'Money Ain't A Thang') | not rated | 3:16 |
| 4. Jean Carn - Don't Let It Go To Your Head (Used By Brand Nubian For 'Don't Let It Go To Your Head') | not rated | 3:08 |
| 5. Steve Kahn - Darling, Darling Baby (Used By Big Pun For 'I'm Not A Player') | not rated | 3:45 |
| 6. Roy Ayers - Life Is Just A Moment Pt. 2 (Used By Sporty Thieves For 'Cheapskate') | not rated | 2:26 |
| 7. Annie - It's A Hard Knock Life (Used By Jay-Z For 'It's A Hard Knock Life') | not rated | 2:19 |
| 8. Afro Cuban Band - Somethings Got To Give (Used By Kid Kapri & Nas For 'Soundtrack To The Streets') | not rated | 4:02 |
| 9. Parliament - Come In Out Of The Rain (Used By Xzibit For 'What You See Is What You Get Now' And Drums Used By The Flipmode Squad) | not rated | 2:41 |
| 10. The Supremes - It's Time To Break Down (Used By Gang Starr For 'J.F.K. To L.A.X.') | not rated | 3:17 |
| 11. Love Unlimited - Under The Influence Of Love (Used By Black Rob For 'I Dare You') | not rated | 3:01 |
| 12. Diana Ross - My Hero Is A Gun (Used By DMX For 'Stop Being Greedy') | not rated | 3:13 |
| 37:37 |
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