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Model/actress-turned-singer/rapper Dena Cali debuted in 2002 as the first artist on producer E-Smooth's label, ES3. The Pasadena, CA-born attractive young lady first attained success with her beauty, working as a model, before being cast alongside Eddie Griffith and Master P in Foolish (1999). Despite her success as a model/actress, Cali continued to pursue a career in the music industry. Her longtime friend, producer E-Smooth, began working with her on a debut album. The two also brought in producer SYC, forming the trio ESD. Together the three recorded Cali's self-titled debut, which E-Smooth would release on his own ES3 label in 2002, led by the single "I'm Your Girl."