TUPAC AMARU SHAKUR

CENTER FOR THE ARTS

Your contributions can assist the growth of the Tupac Amaru Shakur Center for the Arts. You can purchase a brick engraved with your company logo or personal message! Your brick will be constructed into the Peace Garden of the Tupac Amaru Shakur Center for the Arts.

ONE BRICK AT A TIME FUNDRAISER

OPTION 1 Friends of Pac Brick $100 OPTION 2 Commemorative VIP Brick $1000 [both bricks are personalized] All donations are tax deductible. ID# 582512839.

All donations can be sent to: Tupac Amaru Shakur Foundation, Inc. P.O. Box 831717 Stone Mountain, GA 30083

www.2paclegacy.com

B0008025-02

www.tasf.org

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2Pacalypse Now Released 11.12.1991 Strictly For My Niggaz Released 2.16.1993

1 UNTOUCHABLE Swizz Beatz Remix

Featuring Bone Thugs-n-Harmony
Written by Tupac Shakur, Kasseem Dean, Anthony Henderson, Yafeu Fula, Bruce Washington Published by Universal Music Corp (ASCAP), Swizz Beatz/Universal Tunes, A Division of Songs of Universal Inc. (SESAC), Track House ENT, Yaki Kadafi Music/ Universal Music Corp (ASCAP), Gimme Minz Publishing/Songs of Universal (BMI) Produced by Swizz Beatz for Swizz Beatz Productions, Inc. Engineer Eric Erk Vargas Assistant engineer Gabriel Gabe Garcia Recorded at Monza Studios/NY, Can Am/Tarzana, CA Mixed at Swiss Mix Studios/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Lead" as performed by 2Pac. Used by permission courtesy of Amaru/Interscope Records, under license from Universal Music Enterprises. All rights reserved. 2006 Amaru Entertainment, Inc. All Rights Reserved.

3 DUMPIN

Featuring Hussein Fatal, Papoose, Carl Thomas

Written by Tupac Shakur, Delmar Arnaud, Canei Finch/Mclervoix, Bruce Washington, Willie Mackie, Carl Thomas, Delmar Arnaud, Ricardo Brown, Sean Cole, Ronald Gonzoe Brooks Published by Universal Music Corp, Dogg Pound Gangsta Music (BMI), Canei Finch Music Publishing (BMI)/221 Publishing (ASCAP), Gimme Minz Publishing/Songs of Universal (BMI), Thugacation Music (ASCAP),Thom Tunes Music (ASCAP), Scodie Mac (BMI), S. Cole Publishing (ASCAP), Khaelens World (ASCAP) Original produced by Daz Dillinger for Ghangsta Advisory Recordingz, Inc. Produced by Sha Money XL and Canei for Teamwork Music, Inc./The Agency Music Group Production coordination by D Prosper Bass by Stu Bassie Brooks Engineer Josh Sadlier-Brown Recorded at Integrated/NYC, Can Am/Tarzana, CA Mixed at Encore Studio/ Burbank, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Thug Life Released 6.6.1994

Me Against The World Released 3.14.1995

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2 PACS LIFE

Featuring T.I., Ashanti

Written by Tupac Shakur, Lenton Hutton, Clifford Harris, Ashanti S. Douglas, Johnny Jackson, Ricardo Brown, Delmar Arnaud, Mutah Beale, Malcolm Greenidge, Rufus Cooper, Katari Cox Published by Universal Music Corp (ASCAP), LT Hutton Music (BMI) Notting Hill Music Publishing, Crown Club/BMI/Warner Tamerlane (BMI)/A. Douglas (ASCAP), Black Hispanic Music (ASCAP) BMG Music, Scodie Mac (BMI), Dogg Pound Gangsta Music (BMI), Universal Music Publishing (ASCAP) Produced by LT Hutton courtesy of The Program Engineer Sam Lobue II Recorded at The Program/Hollywood, Can Am/Tarzana, CA, Echo Studio/Atlanta, GA Mixed at Home Studios/Hollywood, CA Mixed by Claudio Cueni "Pac's Life" contains elements of the composition "This Life I Lead" (T. Shakur, J. Jackson, R. Brown, D. Arnaud, M. Beale, M. Greenidge, R.Cooper, K. Cox) Published by Universal Music Corp (ASCAP), Black Hispanic Music (ASCAP)/BMG Songs, Inc. (ASCAP), Antraphil Music (BMI), Delmar Arnaud Music, Inc. (BMI). Used by permission. All rights reserved. "Pac's Life" contains a sample of the recording "This Life I

All Eyez On Me Released 2.6.1996

Makaveli Released 10.29.1996

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4 PLAYA CARDZ RIGHT (FEMALE)

Featuring Keyshia Cole
Management Imani Entertainment Group Written by Tupac Shakur, Johnny Jackson, Carvin Ransum Haggins, Ivan Orthodox Barias, Keyshia Cole, Yafeu Fula, Tyruss Himes, Maurice Mopreme Harding Published by Universal Music Corp (ASCAP), Black Hispanic Music (ASCAP) BMG Music, (Nivrac Tyke/Universal MusicPublishing(ASCAP), (Tetra Grammation/Universal Music Publishing (ASCAP), Keyshiacole BMG songs Inc. She Wrote It (ASCAP), Yaki Kadafi Music/Universal Music Corp (ASCAP), Still Imperial Loco (ASCAP), Mutulu Music (ASCAP)

R U Still Down Released 11.17.1997

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2Pac Greatest Hits Released 11.24.1998

Originally produced by Johnny J for Klock Work Entertainment Produced by Ivan Orthodox Barias & Carvin Ransum Haggins for Karma Productions LLC Keys played by Johnnie Smurf Smith all other instruments played by Ivan Orthodox Barias Engineer Claudio Cueni Recorded at Home Cookin Studios, Philadelphia, PA, 11th Street Studios/ Atlanta, GA, Can Am/Tarzana, CA Mixed at Swiss Mix Studios/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Produced by Sha Money XL for Teamwork Music Production coordination by D Prosper Keyboards by Al West Bass by Mark Kelly Guitar Clurel Engineer Mee Lee Recorded at Integrated/NYC, Can Am/Tarzana, CA Mixed at Encore Studio/ Burbank, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Produced by EDIDON for WGK Productions Keyboard Eddie J. Cooper Jr. Guitar Michael Fish Herring Electric Guitar Eddie J. Cooper Jr. Engineer John JP Pengram Recorded at Zacs Studios/Atlanta, GA, Swiss Mix Studios/Hollywood and Can Am/Tarzana, CA Mixed at Home Studios/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Engineer Nick Nastasi Recorded at Integrated/NYC, Can Am/Tarzana, CA Mixed at Encore Studio/Burbank, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

11 DONT STOP

Featuring Big Syke,Yaki Kadafi, Hussein Fatal, EDI, Young Noble, Stormy
Written by Tupac Shakur, Johnny Jackson, Lenton Hutton, Yafeu Fula, Bruce Washington, Malcolm Greenidge, Rufus Cooper, Tyrus Himes Published by Universal Music Corp (ASCAP), Black Hispanic Music (ASCAP) BMG Music, LT Hutton Music (BMI) Notting Hill Music Publishing, Yaki Kadafi Music/Universal Music Corp (ASCAP), Gimme Minz Publishing/Songs of Universal (BMI), Still Imperial Loco (ASCAP), Originally produced by Johnny J for Klock Work Entertainment Produced by LT Hutton courtesy of The Program Engineer Sam Lobue II Recorded at Swiss Mix Studios/Hollywood, CA and Can Am/Burbank, CA Mixed at The Program/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

7 INTERNATIONAL

9 SOON AS I GET HOME

Featuring Yaki Kadafi
Written by Tupac Shakur, Yafeu Fula, Quincy Jones III, Alex Hill, Michael Marshall, Marcus Thompson Published by Universal Music Corp (ASCAP), Yaki Kadafi Music/Universal Music Corp (ASCAP), Music Of Windswept, QD3 Soundlab (ASCAP), Danica Music (BMI) Produced by QD3 for QD3 Soundlab "Soon As I Get Home" contains elements of the composition "Rumors" (A. Hill, M. Marshal, M. Thompson) Published by Danica Music (BMI), Lehsem Songs (BMI). Used by permission. All rights reserved. 2006 Amaru Entertainment, Inc. All Rights Reserved.

5 WHATZ NEXT

Featuring Nipsey Hussle, Young Dre The Truth

Written by Tupac Shakur, Jacob Clark, Lenton Hutton, Ermias Asghedom, Andre Terry, Calvin Broadus, Greg Nice, Asu Published by Universal Music Corp (ASCAP), LT Hutton Music (BMI) Notting Hill Music Publishing, SlaysonBoy Publishing Co. (ASCAP), Andre T. Infinate7up Pub. (BMI), My Own Chit Music/EMI Blackwood Music (BMI), Greg Nice Music (ASCAP), Deneja Music (BMI) Originally produced by LS Produced by LT Hutton courtesy of The Program Engineer Sam Lobue II Recorded at The Program/Hollywood, Can Am/Tarzana, CA, Echo Studio/GA Mixed at The Program/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Featuring A3, Jay Rock

Written by Tupac Shakur, Johnny Jackson, Salih Williams, Johnny McKinzie, Tyruss Himes, Maurice Mopreme Harding Published by Universal Music Corp (ASCAP), Black Hispanic Music (ASCAP) BMG Music, Carnival Beats Publishing, Inc/Universal Music Group (ASCAP), Top Dawg Music (BMI), Still Imperial Loco (ASCAP), Mutulu Music (ASCAP) Originally produced by Johnny J for Klock Work Entertainment Produced by Salih Williams for Carnival Beatz Recorded at Swiss Mix Studios/Hollywood and Can Am/Tarzana, CA Mixed at Swiss Mix Studios/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

10 PLAYA CARDZ RIGHT (MALE)

Featuring Ludacris, Keon Bryce
Written by Tupac Shakur, Johnny Jackson, Michael Clervoix, Christopher Bridges, Keon Bryce, Yafeu Fula, Tyrus Himes, Maurice Mopreme Harding Published by Universal Music Corp (ASCAP), Black Hispanic Music (ASCAP) BMG Music, 221 Publishing (ASCAP), Ludacris Universal Publishing, Inc. (ASCAP), Soulfolk EMI/(ASCAP), Yaki Kadafi Music/Universal Music Corp (ASCAP), Still Imperial Loco (ASCAP), Mutulu Music (ASCAP) Originally produced by Johhny J for Klock Work Entertainment Produced by Sha Money XL for Teamwork Music Production coordination by D Prosper Drum programming by Black Jeruz Bass Stu Bassie Brooks Keyboards by Jarred Red Jacobs and Sha Money XL

12 PACS LIFE Remix

8 DONT SLEEP

Featuring Snoop Dogg, T.I., Chris Starr

Written by Tupac Shakur, Lenton Hutton, Calvin Broadus, Clifford Harris Published by Universal Music Corp (ASCAP), LT Hutton Music (BMI) Notting Hill Music Publishing, My Own Chit Music/EMI Blackwood Music (BMI), Crown Club/BMI/Warner Tamerlane (BMI) Produced by LT Hutton courtesy of The Program Engineer Sam Lobue II Recorded at The Program/Hollywood, Can Am/Tarzana, CA, Echo Studio/Atlanta, GA Mixed at Swiss Mix Studios/Hollywood, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved.

Featuring Lil Scrappy, Nutso, Yaki Kadafi, Stormy

6 SLEEP

Featuring Young Buck, Chamillionaire

Written by Tupac Shakur, Delmar Arnaud, Michael Clervoix, David Brown, Hakeem Seriki Published by Universal Music Corp (ASCAP), Dogg Pound Gangsta Music (BMI), 221 Publishing (ASCAP), (ASCAP)/Universal Music Publishing, Chamillitary Camp Music (ASCAP) Songs of Universal, Inc. Originally produced by Daz Dillinger for Ghangsta Advisory Recordingz, Inc.

Written by Tupac Shakur, Delmar Arnaud, Chicago Craig, Malcolm Greenidge, Yafeu Fula, Sean Cole, Darryl Richardson, Mutah Beale Published by Universal Music Corp (ASCAP) Dogg Pound Gangsta Music (BMI), Chicago Craig, Malik n Milan (ASCAP), Yaki Kadafi Music/Universal Music Corp (ASCAP), S. Cole Publishing (ASCAP), Prince of Crunk Publishing/BMI (ASCAP), Universal Music Publishing (ASCAP) Original produced by Daz Dillinger for Ghangsta Advisory Recordingz, Inc. and Chicago Craig

13 UNTOUCHABLE

Featuring Yaki Kadafi, Hussein Fatal, Gravy

Written by Tupac Shakur, Michael Clervoix, Yafeu Fula, Bruce Washington, Katari Cox Published by Universal Music Corp (ASCAP), 221 Publishing (ASCAP), Yaki Kadafi Music/Universal Music Corp (ASCAP), Gimme Minz Publishing/Songs of Universal (BMI) Produced by Sha Money XL for Teamwork Music Co-produced by Al West for Teamwork Music/Money Management Group Production coordination D Prosper Bass by Stu Bassie Brooks Engineer Kevan Griffin Recorded at Integrated/NYC, Can Am/Tarzana, CA Mixed at Encore Studio/Burbank, CA Mixed by Claudio Cueni 2006 Amaru Entertainment, Inc. All Rights Reserved. A3 appears courtesy of Trendsetta Ashanti appears courtesy of the Inc./Universal/Motown Records Big Syke appears courtesy of Rideonum Entertainment Group Bone Thugs-n-Harmony appears courtesy of Full

Surface/Interscope Records Chamillionaire appears courtesy of Chamillitary/Universal Motown Records Chris Star appears courtesy of The Program Gravy appears courtesy of Warner Bros. Records Jay Rock appears courtesy of Top Dawg Entertainment/Warner Bros. Records Keon Bryce appears courtesy of Soul Folk Music/Money Management Group Keyshia Cole appears courtesy of A&M Records Lil Scrappy appears courtesy of Reprise Records/BME Recordings Ludacris appears courtesy of Disturbing The Peace/Def Jam Records Nipsey Hussle appears courtesy of Msitty Entertainment and A2Z Entertainment OUTLAWZ appear courtesy of 1NATION Entertainment Papoose appears courtesy of Street Sweepers Flipmode/Jive Records Snoop Dogg appears courtesy of Geffen Records T.I. appears courtesy of Grand Hustle/Atlantic Records Yaki Kadafi appears courtesy of Havenotz Entertainment Young Buck appears courtesy of G-Unit/Interscope Records Young Dre The Truth appears courtesy of KC3 Monumental

Still I Rise Released 12.21.1999

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The Rose That Grew From Concrete Vol. 1 Music Inspired by Tupacs Poetry Released 10.17.2000

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Until The End of Time Released 3.27.2001

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ten YEARS
Tupac Resurrection Released 11.14.2003

TUPAC RESURRECTION DVD TUPAC COMPANION BOOK Buy the 2005 Academy Award nominated film Tupac: Resurrection on DVD. Available online every where and through all authorized retail outlets. TUPAC SHAKUR LEGACY Available at your local bookstore or through online retailers.

Better Dayz Released 11.26.2002

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Loyal to The Game Released 12.14.2004

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The Rose Vol. 2 Music Inspired by Tupacs Poetry Released 9.20.2005

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As you read the credits on this album, please know that we would not have been able to complete this project without these individuals and their dedication, commitment, and their willingness to work the endless hours required to finish it. They spent sleepless nights in the recording studios and put their own projects and lives aside to make sure this album is a work we can only hope Tupac himself would feel proud of. This past September 13th marks the tenth year we have been charged with the responsibility of putting Tupacs music out using only the blueprints he left to guide us and I am always humbled at the sacrifices people make to assist me in this great task. I believe, whole-heartedly, that Tupac sends us the people he wants to help us with each project. This particular group of producers, artists, musicians, engineers, and administrators range from people who were fortunate enough to have known and worked with Tupac and who were considered by him to be part of his extended family, to those people who never had the opportunity to meet Tupac but who grew up listening to his music or were inspired and/or motivated by Tupacs words, life choices, and undying commitment to making this world a better place for all of us. Each one of these people stepped up to the challenge, and with their amazing contributions to this project they each have earned their place in the Amaru family which is powered by our commitment to keep Tupacs legacy alive. My utmost respect goes out to every one of you. I thank you. on behalf of my family, on behalf of all the children who benefit from the Tupac Amaru Shakur Foundation, on behalf of our community - through the funds raised by these projects because of your efforts, and on behalf of my son, Tupac Amaru Shakur. Let us never forget that we are in this together and that we all have a responsibility that we must continue to live up to. Remember that if we all do our part with integrity then we will not fail. With the support we must give each other and with Tupacs strengthwe are unstoppable. Peace, love & respect

EXECUTIVE PRODUCER: AFENI SHAKUR EXECUTIVE PRODUCER: TOM WHALLEY

Executive Asst. to Mrs. Shakur: TreMayne (Tre) Maxie Amaru A&R: Molly Monjauze Amaru Marketing: Dina Tyler Shakur Family Consultant: Gloria Cox Amaru General Counsel: Donald David, Esq. Amaru Legal & Business Affairs: Dina LaPolt, Esq. www.LaPoltLaw.com

Amaru Business Management: Terri Beverford and Angie Castro at Provident Financial Amaru Publicist: Versa Manos/Georgous PR Sample Clearance: Danny Zook/Alien Music Services Amaru Engineer: Claudio Cueni Digital Transfers: Chuck Reed Digital Editing: Vatana Shaw Security-Close Range International, Inc. LA/NY Package Design: Kimberly Holt for Unleashed Photography: Gobi

Eternal gratitude to the creator, to my wonderful husband, Dr. Gust D. Davis, Jr. (my friend and protector) to my daughter & son-in-law (Sekyiwa (Set) Shakur & Greg Jackson), my sister Gloria Cox, Thomas Tom Cox-we miss you, my grandchildren Nzingha & Malik, Cameron, Elijah, Carl Raheem, Miori and Milan, and to the Outlawz, Big Syke, thank you for always being there for my son in his presence and in his absence. Thanks to my team- Donald David, Dina LaPolt, Molly Monjauze, Dina Tyler, TreMayne (Tre) Maxie, Carlos Coleman, Brian Bloom, Eric Farber, Versa Manos, Vern Cambridge, Nicole Johnson, Jamala Lesane, Celina Nixon, Marita Rita Greenidge, William Bill Lesane, Cheryl Davila, Tony Amaker & all the volunteers at the Tupac Amaru Shakur Center for the Arts! To PACs Kids-Im am so proud of you all, This is not a game what we do now matters forever! We must acknowledge Kyira Tyler-Cox, Prince Amir Cueni, Carl Raheem, and all the other children who allow their parents to work the ridiculous hours these projects require to get done. We know you are all amazing for tolerating what we ask of you and we thank you all. I hope that your being part of these productions instill in you the importance of good work ethic, the freedom to believe in your own creativity, the power to follow your dreams, and the complete understanding in what can be accomplished in life when we work together and support each others visions. With my complete heart I thank you. Special thanks to my niece, Imani, who discovered at age 13 that she was diabetic and taught us all how to manage the disease responsibly. Additional thanks to: AAries, Agent, Ahha for the speedy editing, Amel Larrieux, Andrew Flad, Andrew Mains, Anne Pohl, Ashanti, Ashley Fox, Baby Bash, Bill Lesane, Brandon, Brenda Romano, Brian Bloom, Bruce, Carla Howard, Cash, Chaka, Charles Chavez and Big D, Chris Clancy, Chris Lighty, Chris Lopes, Constance Shwartz, Cynthia Rhodes, Danielle Demerella, Danny Zook, David Cohen, Denice Lawson, Denise Dolan, Dennis Dennehy, DJ Mormile, D.O., Don Robinson, Eman, Everybody at CCS Hollywood, Gail Hansen, Garnett March, Garrett Williams, Gary Greenberg, Gretchen Anderson, Gobi, Hector Baldanado, Heidy Vaquerano and Megan Myers of LaPolt Law, Ida Harris, Jade Wagi, Jah, Jake Dulton, Jason Geter, Jerome Hipps, Jessi, Jimmy Iovine, Jimmy Steal, John Rowe, Johnnie Smurf Smith, Josh Fisher, Julie Pilat, Jurgen Grebner, Justin Dryfuss, Kamil Beale, Karriem, Kasper, Kathy Angstadt, Kevan Griffin, Kevin Black, Kim Holt, Kristal Tytewriter Oliver, Kyira, Kyle Rogers, Lamont Mayfield, Lance, Lara Larrieux, Latasha Robinson, Laurie Dobbins, Liza Monjauze, Lori Earl, Lyn Weiner, Maani Edwards, Marissa Wickliffe, Martin Kierszenbaum, Mega Hertz and Sara, Michael McArthur, Michael Reinhert, Michelle Thomas, Monica Ord and Delphine, Monique Blake, Naim Ali, Nicole Frantz, Nicole Johnson, Nile Prosper, Nino Cuccinello, Phil Redmond, Philippe Monjauze, Rand Hoffman, Ravid Yosef, Rick Barlowe, Rick Brown, Robert Allen, Ron Fair, Ronique Marshall, Sadar, Shaq Williams, Staci Robinson, Stefanie Ridel, Scott Francis, Step Johnson, Stephen Levy, Steve Berman, Steve Lobel, Susan Ranta, Tanya Greig, Theo Sedlmayr, Tina Douglas, Tom Sturges, Tomar, Tracy Martin, Wendy Goodman, Yoggie, Zola Special thanks to: Robert Riddle and ThugLifeArmy.com, Stephen Dunn, Brandon Faria, AllHipHop.com, and all the other fan sites out there that protect us on the Internet and tip us off to the bootleggers!

Afeni Shakur

TUPAC AMARU SHAKUR

MISSION STATEMENT
www.TASF.org

FOUNDATION

2006 Amaru/Interscope All rights reserved Unauthorized duplication is a violation of applicable laws. Made in U.S.A.

ten YEARS
www.2PacLegacy.com www.TASF.org

To provide training and support to artists who aspire to enhance their creative talents. We provide an environment that encourages freedom of expression, serves as a resource for the arts, and empowers via education. All donations can be sent to: TUPAC AMARU SHAKUR FOUNDATION, 5616 Memorial Drive, Stone Mountain, GA 30083

1 UNTOUCHABLE Swizz Beatz Remix Featuring Bone Thugs-n-Harmony 2 PACS LIFE Featuring T.I., Ashanti 3 DUMPIN Featuring Hussein Fatal, Papoose, Carl Thomas 4 PLAYA CARDZ RIGHT (FEMALE) Featuring Keyshia Cole 5 WHATZ NEXT Featuring A3, Jay Rock 6 SLEEP Featuring Young Buck, Chamillionaire 7 INTERNATIONAL Featuring Nipsey Hussle, Young Dre The Truth 8 DONT SLEEP Featuring Lil Scrappy, Nutso, Yaki Kadafi, Stormy 9 SOON AS I GET HOME Featuring Yaki Kadafi 10 PLAYA CARDZ RIGHT (MALE) Featuring Ludacris, Keon Bryce 11 DONT STOP Featuring Big Syke, Yaki Kadafi, Hussein Fatal, EDI, Young Noble, Stormy 12 PACS LIFE Remix Featuring Snoop Dogg, T.I., Chris Starr 13 UNTOUCHABLE Featuring Yaki Kadafi, Hussein Fatal, Gravy

EXECUTIVE PRODUCERs: Afeni Shakur and TOM WHALLEY

www.tasf.org www.2paclegacy.com

Interscope Records, 2220 Colorado Ave., Santa Monica, CA 90404. Manufactured and distributed in the United States by Universal Music Distribution. 2006 Amaru Entertainment/Interscope Records. All rights reserved. Printed in the USA. Unauthorized duplication is a violation of applicable laws. B0008025-02