COOL RELAX

RELEASED: September 16, 1997

LABEL: Yab Yum Records/Sony 550 Music/Epic Records

EXECUTIVE PRODUCERS: Tracey E. Edmonds & Michael McQuarn

1. SHINE   (4:29)
(featuring N8e)
Written by Jon B. & David Elias
Produced by Jon B. for VibeZelect Productions
Lead vocals by Jon B.
Background vocals by Jon B. & Roy Galloway
Rap by N8e
All  instruments by Jon B.
Bass Guitar by David Elias
Recorded at J.B.'s Spot, Pasadena, CA/Westlake Audio, Los Angeles, CA/Record Plant, Hollywood, CA/Enterprise Studios, Burbank, CA
Mixed at Record Plant, Hollywood, CA
Mix Engineer: Paul Lani
Assistant Mix Engineer: Greg Collins

2. BAD GIRL  (4:19)
Written by Jon B., Tim Kelley, & Bob Robinson
Produced by Tim Kelley & Bob Robinson for Tyme For Flyte Productions
Lead vocals by Jon B.
Background vocals by Jon B. & Atlass
Keyboards by Tim Kelley & Bob Robinson
Drum Programming by Tim Kelley
Vocal Arrangement by Jon B.
Recorded & Mixed at DARP Studios, Atlanta, GA
Mix Engineer: Tim Kelley
Assistant Mix Engineer: Brian Smith

3. DON'T SAY  (4:48)
Written by Jon-John, Marc Nelson, & Darrell Spencer
Produced by Jon-John for Yab Yum Entertainment & Marc Nelson for Personal 21 Productions
Lead vocals by Jon B.
Background vocals by Jon B. & Marc Nelson
Keyboard by Jon-John
Guitar & Bass Guitar by Reggie Hamilton
Percussion by Sheila E.
Recorded at The TracKen Place, Los Angeles, CA
Mixed at Encore Studios, Burban, CA
Mix Engineer: Manny Marroquin
Assistant Mix Engineer: Mauricio Iragorri

4. THEY DON'T KNOW  (4:34)
Written by Jon B., Tim Kelley, & Bob Robinson
Produced by Tim Kelley & Bob Robinson for Tyme For Flyte Productions
Lead vocals by Jon B.
Background vocals by Jon B. & Atlass
Keyboards by Tim Kelley & Bob Robinson
Drum Programming by Tim Kelley
Fender Rhodes by Bob Robinson
Acoustic Guitar by Tommy Martin
Recorded & Mixed at DARP Studios, Atlanta, GA
Mix Engineer: Tim Kelley
Assistant Mix Engineer: Alvin Speights

5. CAN'T HELP IT  (4:47)
Written by Jon B., David Hopp, Ngai McGee
Produced by Jon B. for VibeZelect Productions
All vocals by Jon B.
Guitar by David Kopp
All other instruments by Jon B.
Recorded & Mixed at J.B.'s Spot, Pasadena, CA
Mix Engineer: Jon B.

6. COOL RELAX  (4:26)
Written by Jon B., Ali Shaheed Muhammad, & Dahoud Darien
Produced by The Ummah
Co-Produced by Dahoud Darien
All vocals by Jon B.
Keyboards by Dahoud Darien
All other instruments by Ali Shaheed Muhammad
Vocal Arrangment by Jon B.
Recorded at Glowworm Studios, Orange, NJ
Mixed at Sony Studios, NYC
Mix Engineers: Ali Shaheed Muhammad & Bob Powers
Assistant Mix Engineers: Kevin Course, Melanie Jones, & Colin Sauers

7. ARE U STILL DOWN?   (4:27)
(featuring 2Pac)
Written by Jon B., Tupac Shakur, & Johnny "J"
Produced by Tupac Shakur for Death Row Records
Co-Produced by Johnny "J" for Klockwork Productions
Lead & Background vocals by Jon B.
Rap vocals by 2Pac
Vocoder by Jon B.
Recorded at CanAm Studios, Burbank, CA/Westlake Audio, Los Angeles, CA
Mixed at Encore Studios, Burbank, CA
Mix Engineer: Ian Boxill
Assistant Mix Engineer: Mauricio Iragorri

8. PRIDE & JOY  (3:37)
Written by Babyface
Produced by Keith Andes for Ande Pandee Entertainment
Co-Produced by Pluto
Lead vocals by Jon B.
Background vocals by Jon B., Melvin Edmonds, & Kevon Edmonds
Guitar by Michael Thompson
Bass Guitar by Reggie Hamilton
Keyboards by Keith Andes
Vocal Arrangements by Keith Andes
Recorded & Mixed at Brandon's Way Recording, Los Angeles, CA
Mix Engineer: Jon Gass
Assistant Mix Engineer: Kyle Bess

9. I DO (WHATCHA SAY BOO)   (4:46)
Written by Jon B.
Produced by Jon B. for VibeZelect Productions
Lead vocals by Jon B.
Background vocals by Jon B. & Toni Estes
Guitar by Eric Jackson
Bass Guitar by David Elias
All other instruments by Jon B.
Recorded at The TracKen Place, Los Angeles, CA/Skip Saylor, Los Angeles, CA/Westlake Recording, Los Angeles, CA
Mixed at Enterprise Studios, Burbank, CA
Mix Engineer: Manny Marroquin
Assistant Mix Engineer: Jeff Griffen

10. LET ME KNOW  (4:51)
Written by Jon B.
Produced by Jon B. for VibeZelect Productions
All vocals by Jon B.
Guitar by Eric Jackson
Bass Guitar by David Elias
All other instruments by Jon B.
Recorded at J.B.'s Spot, Pasadena, CA/Encore Studios, Burbank, CA/Music Grinder, Hollywood, CA
Mixed at Record Plant, Hollywood, CA
Mix Engineer: Paul Lani
Assistant Mix Engineer: Michael Rich

11. I AIN'T GOING OUT  (4:29)
Written by Jon B.
Produced by Jon B. for VibeZelect Productions
All vocals by Jon B.
Keyboards by Jon B.
Drum Programming by Jon B.
Recorded at J.B.'s Spot, Pasadena, CA/Encore Studios, Burbank, CA
Mixed at Enterprise Studios, Burbank, CA
Mix Engineer: Manny Marroquin
Assistant Mix Engineer: Jeff Griffen

12. LET'S GO (INTERLUDE)  (1:21)
Written by Jon B.
Produced by Jon B. for VibeZelect Productions
All instruments by Jon B.
Mixed at Enterprise Studios, Burbank, CA
Mix Engineer: Manny Marroquin

15. TU AMOR  (6:01)
Written by Diane Warren
Produced by David Foster for Chartmaker, Inc.
Lead vocals by Jon B.
Background vocals by Ali Olmo & Khris Kellow
Electric Guitar by Michael Thompson
Acoustic Guitar by Dean Parks
Keyboards by David Foster
Synclavier Programming by Simon Franglen
Recorded at Chartmaker Studios, Malibu, CA/Larrabee Sound, Los Angeles, CA/Enterprise Studios, Burbank, CA/Westlake Studios, Los Angeles, CA
Mixed at Barking Doctor Studios, NYC
Mix Engineer: Mick Guzauski
Assistant Mix Engineer: Tom Bender