PRODUCED BY ALEX LIFESON

Recorded by Alex Lifeson
At Lerxst Sound, Oct. 1994-July 1995, Assisted by Bill Bell
Mixed by Alex Lifeson
At McClear Pathe, Toronto, Assisted by Denis Tougas
Arrangements by Alex Lifeson

Mastered by Bob Ludwig at Gateway Mastering Studios, Portland, Maine
Management by Ray Danniels, SRO, Toronto
Executive Production by Lerxst

Art Direction by Andrew MacNaughtan
Photography by Andrew MacNaughtan
Design by Megan Oldfield, Coolaide Design

Edwin appears courtesy of Capitol Records, Inc.
Dalbello appears courtesy of EMI Electrola Gmbh., Germany
Les Claypool appears courtesy of Interscope Records, Inc.

Special thanks to nobody in particular.

Grateful acknowledgements for the technical assistance of Coll Audio, Saved by Technology, P.R.S. Guitars, Zurba, DOD Digitech, Dean Markley Strings, and of course, The Omega Concern.

Dedicated to Charlene for her inspiration, spirit and loving support.

In Memory of Randy Knox

© 1996 Atlantic Records © 1996 Anthem Entertainment