Track listing and personnel

1. "Last Exit" (Tom Schuman) - 4:17

• Jay Beckenstein
  Jay Beckenstein
  Jay B. Beckenstein is a saxophone player, smooth jazz artist and together with Jeremy Wall founded Spyro Gyra...
  
  : Saxopohone
• Tom Schuman: Yamaha GS-1, Synthesizers
• Steve Love: Guitar
• Will Lee
  Will Lee
  Will Lee was an American actor best known for playing the store proprietor Mr. Hooper on Sesame Street, from the show's debut in 1969 until his death in 1982.-Early career:...
  
  : Bass
• Steve Gadd
  Steve Gadd
  Steve Gadd is an American session and studio drummer, notable for his work with popular musicians from a wide range of genres.-Biography:...
  
  : Drums
• Gerardo Velez
  Gerardo Velez
  Gerardo "Jerry" Velez is a Puerto Rican musician. Best known for performing with American psychedelic rock musician Jimi Hendrix at Woodstock Festival in August 1969, Velez is a veteran percussionist and drummer who has performed with many artists covering a number of different genres of music...
  
  : Percussion
• Manolo Badrena
  Manolo Badrena
  Manolo Badrena is a percussionist most noted for his work with Weather Report from 1976 to 1977. He has made contributions to over 100 recordings that span jazz, world music, pop, and Latin music...
  
  : Congas
• Hiram Bullock
  Hiram Bullock
  Hiram Law Bullock was an American jazz funk and jazz fusion guitarist.He was born in Osaka, Japan to African American parents serving in the U.S. Military. At the age of two he returned to Baltimore, Maryland with his parents, and quickly showed a prodigious musical talent...
  
  : Guitar Solo

2. "Old San Juan" (Jay Beckenstein) - 6:41

• Jay Beckenstein: Saxophone, Whistle, Percussion
• Jorge Dalto
  Jorge Dalto
  Jorge Dalto was a pop, jazz and Afro-Latin pianist and the former musical director for George Benson. He also performed with Tito Puente, Grover Washington, Fuse One, Gato Barbieri, Willie Colon and others...
  
  : Piano
• Steve Love: Electric and Acoustic Guitars
• Marcus Miller
  Marcus Miller
  Marcus Miller is an American jazz composer, producer, and multi-instrumentalist. Miller is best known as a bassist, working with trumpeter Miles Davis, singer Luther Vandross, and saxophonist David Sanborn, as well as maintaining a prolific solo career...
  
  : Bass
• Steve Gadd: Drums
• Gerardo Velez, Manolo Badrena: Percussion
• Dave Samuels
  Dave Samuels
  Dave Samuels is an American vibraphone player who has worked with various jazz and fusion artists, such as Spyro Gyra. Currently, he plays in an ensemble called The Caribbean Jazz Project, a Grammy-winning jazz-Latin music group...
  
  : Marimba
• Tom Schuman, Rob Mounsey
  Rob Mounsey
  Rob Mounsey is an award-winning composer, music producer, and musician. He was born in Berea, Ohio and grew up in Seattle, Washington and several Ohio towns. At the age of 17, he was awarded a BMI Student Composer's Award in New York. He attended Berklee College of Music in Boston from 1971 to 1975...
  
  : Synthesizers

3. "Harbor Nights" (Jay Beckenstein) - 4:22

• Jay Beckenstein: Saxophone
• Tom Schuman: Electric Piano
• Steve Love: Guitar
• John Tropea
  John Tropea
  John Tropea is a guitarist with extensive experience in the rock, pop, and jazz genres. Tropea has written for and played with major recording artists from around the world...
  
  , Chet Catallo: Guitar Textures
• Marcus Miller: Bass
• Steve Gadd: Drums
• Dave Samuels: Vibraphone
• Rob Mounsey: Vocodor

4. "Stripes" (Jay Beckenstein) - 4:01

• Jay Beckenstein: Saxophone
• Richard Tee
  Richard Tee
  Richard Tee was a pianist, studio musician, singer and arranger.Tee graduated from the High School of Music and Art and attended the Manhattan School of Music. Though better known as a studio and session musician, Tee led a jazz ensemble, the Richard Tee Committee, and was a founding member of the...
  
  : Piano, Organ
• Steve Love: Guitar
• John Tropea: Slide Guitar
• Marcus Miller: Bass
• Steve Gadd: Drums
• Gerardo Velez: Percussion
• Toots Thielemans
  Toots Thielemans
  Jean-Baptiste Frédéric Isidor, Baron Thielemans , known as Toots Thielemans, is a Belgian jazz musician well known for his guitar and harmonica playing as well as his whistling. Thielemans is credited as one of the greatest harmonica players of the 20th century...
  
  : Harmonica
• Chet Catallo: Guitar Solo

5. "Oasis" (Jeremy Wall) - 5:39

• Jay Beckenstein: Saxophone
• Tom Schuman: Electric Piano, Synthesizers
• Steve Love: Guitar
• Marcus Miller: Bass
• Steve Gadd: Drums
• Manolo Badrena: Congas
• Errol "Crusher" Bennett: Congas
• Rob Mounsey: Synthesizers
• Tom Scott
  Tom Scott (musician)
  Tom Scott is an American saxophonist, composer, arranger, conductor and bandleader of the west coast jazz/jazz fusion ensemble The L.A. Express.-Biography:Scott was born in Los Angeles, California...
  
  : Lyricon
• John Tropea: Guitar Solo

6. "Incognito" (Tom Schuman) - 5:56

• Jay Beckenstein: Saxophone
• Tom Schuman: Electric Piano, Synthesizers, Prepared Piano
• Steve Love, Hiram Bullock: Guitars
• Marcus Miller: Bass
• Steve Gadd: Drums
• Manolo Badrena: Percussion
• Dave Samuels: Marimba
• Rob Mousney: Synthesizers & Vocoder

7. "Sueno" (Jeremy Wall) - 4:05

• Jay Beckenstein: Saxophone
• Tom Schuman: Electric Piano
• Steve Love: Guitar
• Marcur Miller: Bass
• Steve Gadd: Drums
• Manolo Badrena: Percussion
• Errol "Crusher" Bennett: Congas
• Dave Samuels: Marimba and Vibraphone
• Rob Mousney: Synthesizers and Vocoder
• John Tropea: Guitar Solo

8. "Soho Mojo" (Jay Beckenstein) - 3:47

• Jay Beckenstein: Saxophone
• Richard Tee: Piano
• Tom Schuman: Electric Piano
• Steve Love: Guitar
• Marcus Miller: Bass
• Steve Gadd: Drums
• Gerardo Velez: Percussion
• Dave Samuels: Vibraphone