art direction Sandy Brummels
coordinator [a&r coordination] Jennifer Havey
design Joe Spix
directed by [a&r direction] Kevin Law
executive-producer Nelly
legal [legal for fo' reel entertainment] Davis, Shapiro, Lewit, Montone & Hayes, LLP
legal [legal for fo' reel entertainment] Steve Shapiro
legal [legal for nelly] David Lande
legal [legal for nelly] Ziffren, Brittenham, Branca, Fischer, Gilbert-Lurie and Stiffelman
liner notes Takashi Futatsugi
tracks 2, 6 to 10, 12, 16 liner notes [対訳] Kana Muramatsu
tracks 1, 3 to 5, 8, 11, 14 liner notes [対訳] 櫻井智子
management [-t-luv management and team lunatics] Tony Davis
management [road management] Keith Brent
mastered by Herb Powers Jr.
tracks 1 to 5, 7, 9 to 16 mixed by Rich Travali
photography by Jonathan Mannion
Record Company Universal International
Distributed By Victor Entertainment, Inc.
Produced For Fo' Reel Productions, Inc.
Produced For So So Def Productions, Inc.
Produced For Tuff Jew Productions
Produced For Hustla Foundation Inc.
Phonographic Copyright (p) Universal Records
Copyright (c) Universal Records
Published By Jackie Frost Music
Published By BMG Songs, Inc.
Published By E-40 Music Publishing
Published By Jay E's Basement
Published By Universal Music Publishing
Published By Associated Production Music LLC
Published By KPM Music Ltd.
Published By Crump Tight Publishing
Published By Sony/ATV Tunes LLC
Published By Specific Harm Music
Published By Young Dudes Music
Published By Supreme Lee Music
Published By Publishing Designee
Published By Waters Of Nazareth Publishing
Published By EMI Blackwood, Inc.
Published By Careers-BMG Music Publishing, Inc.
Published By Raynchaser
Published By Swing T Publishing
Published By Ascent Music, Inc.
Published By Nouveau Music Co.
Published By Warner-Tamerlane Publishing Corp.
Published By Shaniah Cymone Music
Published By EMI April
Published By All My Publishing
Published By Tennman Tunes
Published By Scott Storch Music
Published By TVT Music
Published By EMI Blackwood Music Inc.
Published By Neighborhood Pusha Publishing
Published By Thornton Trust Publishing
Published By Ramadan Shakur Inc.
Published By Wally's Basement Music
Published By Ramapo Publishing Co.
Published By Da Bess Music
Recorded At The Hit Factory
Recorded At Basement Beats Studios
Recorded At Right Track Recording
Recorded At Pressure Point Studios
Recorded At The Hit Factory Criteria
Engineered At Basement Beats Studios
Engineered At Right Track Recording
Engineered At Pressure Point Studios
Engineered At The Hit Factory Criteria
Mixed At Sterling Sound
Mastered At Hit Factory Mastering
℗ © 2003 Universal Records
Made in Japan

All songs mastered at The Hit Factory Mastering, NYC

Track 1
Jackie Frost Music/BMG Songs, Inc./ASCAP, E-Fourty Music Publishing/BMI
Jay E's Basement/Universal Music Publishing/ASCAP
Assisted at The Hit Factory, NYC
Remix produced for Fo' Reel Productions

Track 2
Jackie Frost Music/BMG Songs, Inc./ASCAP
Jay E's Basement/Universal Music Publishing/ASCAP, Associated Production Music LLC for and o/b/o KPM Music Ltd.
The Big One a/k/a Theme From People's Court written and performed by Alan Tew, used courtesy of Associated Production Music LLC for and o/b/o KPM Music Ltd.
Recorded and engineered at Basement Beats Studios, St. Louis
Produced for Fo' Reel Productions

Track 3
Jackie Frost Music/BMG Songs, Inc./ASCAP
Crump Tight Publishing/ASCAP
Music tracked at The Zone, Atlanta, GA
Assisted at The Hit Factory, NYC

Track 4
Jackie Frost Music/BMG Songs, Inc./ASCAP
Jay E's Basement/Universal Music Publishing/ASCAP, Sony / ATV Tunes, LLC / Specific Harm Music/ASCAP
Contains an interpolation of No Such Thing, written by J. Mayer and D. Cook, used courtesy of Sony / ATV Tunes LLC / Specific Harm Music (ASCAP)
Assisted at The Hit Factory, NYC
Remix produced for Fo' Reel Productions

Track 5
Jackie Frost Music/BMG Songs, Inc./ASCAP, Young Dudes Music/Universal Publishing/ASCAP, Supreme Lee Music/Universal Music Publishing/ASCAP, publishing designee, publishing designee, publishing designee, publishing designee
Jay E's Basement/Universal Music Publishing/ASCAP
This composition embodies portions of Movin' On Up, written by J. DeBois & J. Berry, published by EMI Belfast Music, Inc. (ASCAP)
Recorded and engineered at Basement Beats Studios, St. Louis
Assisted at The Hit Factory, NYC
Remix produced for Fo' Reel Productions

Track 6
Jackie Frost Music/BMG/ASCAP
Waters of the Nazareth Publishing/EMI Blackwood Inc/ASCAP, Careers-BMG Music Publishing Inc./Raynchaser, adm. by Careers-BMG Music Publishing Inc/BMI
Recorded and engineered at Right Track Studios, NYC and Pressure Point Recording Studios, Chicago
Mixed at Sterling Sound, NYC

Track 7
Jackie Frost Music/BMG Songs, Inc./ASCAP, Swing T Publishing o/b/o Ascent Music Inc. and Nouveau Music Company/BMI
Jay E's Basement/Universal Music Publishing/ASCAP
Contains an interpolation of Bustin' Loose, written by Charles Brown, used courtesy of Swing T Publishing o/b/o Ascent Music Inc. and Nouveau Music Company (BMI)
Recorded and engineered at Basement Beats Studios, St. Louis
Remix produced for Fo' Reel Productions

Track 8
Jackie Frost Music/BMG/ASCAP, Warner-Tamerlane Publishing Corp./BMI, Supreme Lee Music/Universal Music Publishing/ASCAP
Shaniah Cymone Music/EMI April/ASCAP
Contains elements of Love, Need and Want You (Kenny Gamble, Bunny Sigler), Warner-Tamerlane Publishing Corp. (BMI)
Music tracked at Southside Studios, Atlanta
Assisted at Southside Studios, Atlanta
Remix produced for So So Def Productions, Inc

Track 9
Jackie Frost Music/BMG Songs
Jay E's Basement/Universal Music Publishing/ASCAP
Contains elements from Posse on Broadway, written by A. Ray, used courtesy of Mix-A-Lot Publishing (BMI)
Recorded and engineered at The Hit Factory Criteria, Miami
Produced for Fo' Reel Productions

Track 10
Jackie Frost Music/BMG Songs, Supreme Lee Music / Universal Music Publishing/ASCAP, publishing designee
publishing designee
Assisted at Electric Lady Studios, NYC
Produced for Fo' Reel Productions
Additional production for Fo' Reel Productions

Track 11
Jackie Frost Music/BMG/ASCAP, Crump Tight Publishing /ASCAP, All My Publishing/BMI
Crump Tight Publishing/ASCAP
Music tracked at The Zone, Atlanta, GA
Assisted at The Hit Factory, NYC

Track 12
Jackie Frost Music/BMG/ASCAP, Tennman Tunes (Admin by Zomba Enterprises Inc/ASCAP)
Scott Storch Music/TVT Music/ASCAP
Music tracked at Enterprise Studios, LA
Assisted at The Hit Factory, NYC
Remix produced for Tuff Jew Productions/Hustla Foundation

Track 13
Jackie Frost Music/BMG/ASCAP, EMI-Blackwood Music Inc./Neighborhood Pusha Publishing, adm. by EMI-Blackwood Music Inc., EMI-Blackwood Music Inc./Thornton Trust Publishing adm. by EMI-Blackwood Music Inc., Ramadan Shakur Inc./EMI
Wally's Basement Music/ASCAP
Assisted at The Hit Factory, NYC
Remix produced for Fo' Reel Productions

Track 14
Jackie Frost Music/BMG/ASCAP
Jay E's Basement/Universal Music Publishing/ASCAP, Ramapo Publishing Co./BMI
Contains a sample of The Samba written and performed by Jeff Lorber used courtesy of MMO Music Group / Ramapo Publishing Co. (BMI)
Recorded and engineered at Basement Beats Studios, St. Louis
Assisted at The Hit Factory, NYC
Remix produced for Fo' Reel Productions

Track 15
Jackie Frost Music/BMG Songs, Inc./ASCAP, Supreme Lee Music/Universal Music Publishing/ASCAP, Young Dudes Music/Universal Music Publishing/ASCAP, Da Bess Music / Universal Music Publishing/ASCAP
Crump Tight Publishing/ASCAP
Music tracked at The Zone, Atlanta, GA
Assisted at The Hit Factory, NYC

Track 16
Jackie Frost Music/BMG/ASCAP
Jay E's Basement/Universal Music Publishing/ASCAP
Assisted at The Hit Factory Criteria, Miami
Assisted @ The Hit Factory, NYC
Produced for Fo' Reel Productions
Remixed for Fo' Reel Productions
Barcode: 4 988005 351371
Mastering SID Code: IFPI L235
Mould SID Code: IFPI 4011
Matrix / Runout: UICU-1055 1S V
Rights Society: JASRAC