The duo of Chance Infinite (Aaron Johnson) and DJ Khalil (Khalil Abdul-Rahman) met each other in Southern California at a basketball camp and reserved some of their energy for off-court activities. In 1994, the two recorded a demo as a group called the Numbskulls and were subsequently signed to a single deal with Loud Records in 1995. Unsatisfied with the attention they were receiving from Loud, they started to roam the underground L.A. music scene, selling mix tapes to whomever would buy them. They eventually helped form a record label called S.

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