1.BACK ON MY B.S. INTRO > 2.WHEEL OF FORTUNE > 3.GIVE EM WHAT THEY ASKIN FOR > 4.

RESPECT MY CONGLOMERATE Ft. Lil Wayne & Jadakiss > 5.SHOOT FOR THE MOON > 6.HUSTLERS ANTHEM 09 Ft. T-Pain > 7.KILL DEM Ft. Pharell & Tosh > 8.ARAB MONEY Ft. Ron Browz > 9.IMMA GO AND GET MY... Ft. Mike Epps > 10.WE WANT IN Ft. Ron Browz and The Flip Mode Movement, Spliff Star & Show Money > 11.WE MISS YOU Ft. DeMarco & Jelly Roll > 12.SUGAR Ft. Jelly Roll > 13.DON'T BELIEVE THEM Ft. Akon & T.I > 14.DECISION Ft. Jamie Foxx, Mary J. Blige, John Legend & Common > 15.WORLD GO ROUND Ft. Estelle > 16.IF YOU DON'T KNOW NOW YOU KNOW Ft. Big Tigga (bonus) > 17.HOW YOU REALLY WANT IT Ft. Jesse West (iTunes bonus) EXECUTIVE PRODUCER: BUSTA RHYMES FOR FLIPMODE ENTERTAINMENT

B0012387-02 & 2009 Universal Motown Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music Distribution. All rights reserved. www.universalmotown.com

EXECUTIVE PRODUCER: BUSTA RHYMES FOR FLIPMODE ENTERTAINMENT

A&R Coordinator: Ed Richardson for Universal Motown, Karen Body for Monami Entertainment & Gail Hansen for Violator Management A&R Associate: John Monopoly A&R Administration: Michelle Goldberg Product Manager: Shanti Das Management: Mona Scott Young for Monami Entertainment & Chris Lighty for Violator Management Day to Day: Anthony A-Blitz Botter for Monami Entertainment & Gail Hansen for Violator Management Booking Agent: Monami Entertainment Legal: Steve Shapiro & Damien Granderson for Davis Shapiro Lewit & Hayes, LLP Art Direction & Design: Alli Truch & Kim Biggs for Biggs&Co. Photography: Frank Ockenfels 3 Styling: Tiffany Hasbourne, Rasheed Booth Mastered by: Chris Gehringer at Sterling Sound, NY

1.BACK ON MY B.S. INTRO > PRODUCED BY Busta Rhymes and Ricky St.Hilaire | WRITTEN BY T. Smith | PUBLISHING BY Tziahs Music (BMI). All rights administered worldwide by Kobalt Music Group Ltd. 2.WHEEL OF FORTUNE > PRODUCED BY DJ Scratch | WRITTEN BY T.Smith, G.Spivey, E.DeBarge, W.DeBarge, E.Jordan, R.Walters | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd., DJ Scratch Music(ASCAP), Jobete Music Co./ EMI Music Publishing (ASCAP), Songs of Universal, Inc. (BMI) | RECORDED AT Flipmode Studios | RECORDED BY Rayshawn Show Money Woolard | MIXED AT Platinum Sounds Studios NY | MIXED BY Glen Marchese | Wheel of Fortune contains an interpolation of I Like It,
written by E. DeBarge, W. DeBarge, E. Jordan, published by Jobete Music Co. Inc./ EMI Music Publishing (ASCAP). All rights reserved. Used by permission. | Wheel of Fortune contains an interpolation of Mona Lisa, written by R.Walters, published by Songs of Universal, Inc. (BMI). All rights reserved. Used by permission.

3.GIVE EM WHAT THEY ASKIN FOR > PRODUCED BY Ron Browz | WRITTEN BY T.Smith, R.Turner | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Browz Music administered by Nottinghill Music(BMI) | RECORDED AT Flipmode Recording Studios | RECORDED BY Eric Eleete Leonard | MIXED AT Platinum Studios | MIXED BY Pat Viala for PatEm Down Music 4.RESPECT MY CONGLOMERATE Ft.Lil Wayne & Jadakiss > PRODUCED BY Focus for a.Fam Ent. Courtesy of Aftermath Entertainment | WRITTEN BY T.Smith, B.Edwards, D.Carter, J.Phillips | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./3RDi Music works(ASCAP)/Young Money Publishing Inc./Warner ChappellMusic(BMI)/JaewonsPublishing,JustinCombsPublishing/EMIAprilMusic(ASCAP)| RECORDED AT Flipmode Studios | TRACKED BY Oscar Ramirez | TRACKED AT Can Am Studios, Tarzana Ca. | RECORDED BY Eric Eleete Leonard | ASST. TRACKING ENGINEER: Stuart Shenk | ADDITIONAL RECORDING BY Finis KY White | MIXED AT Platinum Sound Studios | MIXED BY Glen Marchese | ASST. MIX ENGINEER: Kevin Kevo Wilson | Lil Wayne appears courtesy of Cash Money/Universal Records | Jadakiss appears courtesy of Ruff Ryders/Roc-A-Fella/Island Def Jam Records 5.SHOOT FOR THE MOON > PRODUCED BY Danja | WRITTEN BY T.Smith, N.Hill | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Danjahandz Muzik(SESAC)/Kobalt Music Group,Ltd./Yaslina Music Publishing Inc. (ASCAP)/David M. Ehrlich, Esq.,P.C. | RECORDED AT Flipmode Studios | RECORDED BY Rayshawn Show Money Woolard & Eric Eleete Leonard | MIXED AT Chalice Studios | MIXED BY Marcella "Ms.Lago" Araica & Rick St. Hilaire | ENGINEERED BY: Rick St. Hilaire | ADDITIONAL MIXING BY Glen Marchese | ADDITIONAL MIXING AT Platinum Sounds Studio | ASST. MIX ENGINEER: Dave Clauss

6.HUSTLERS ANTHEM 09 Ft.T.Pain > PRODUCED BY Ty Fyffe for Ty Fyffe Productions

| WRITTEN BY T.Smith, T.Fyffe, F.Najm | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Shugar Diamond Music(BMI).| RECORDED AT Flipmode Studios NY and Music Factory Recording Studio Hempstead, NY.| RECORDED BY Rayshawn Show Money Woolard and Rande Johnson | ADDITIONAL RECORDING BY Frankie Whispers Zago | MIXED AT Platinum Sounds Studios NY | MIXED BY Glen Marchese | T-Pain appears courtesy of Konvict Muzik/Jive Records/Nappy Boy Entertainment

7.KILL DEM Ft.Pharrell & Tosh > PRODUCED BY Pharrell | WRITTEN BY T.Smith,
P.Williams | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Waters of Nazareth Publishing/EMI-Blackwood Music, Inc. (ASCAP) RECORDED AT South Beach Studios, Miami Fl. | RECORDED BY Andrew Coleman | ADDITIONAL RECORDING BY Rande Johnson and Ryan Gilligan | ASSISTED BY Hart Gunther, Mike Larson and Javier Valverde | MIXED AT The Hit Factory Criteria, Miami FL | ASSISTED BY Javier Valverde | MIXED AT The Record Plant, Los Angeles CA. | MIXED BY Neal H Pogue for EdgeOfYaSeat/aaminc.com | ASSISTED BY Ryan Kennedy | ADDITIONAL MIXING BY Glen Marchese | ADDITIONAL MIXING AT Platinum Studios | ASSISTED BY Dave Clauss | Pharrell appears courtesy of StarTrak Records

8.ARAB MONEY Ft.Ron Browz > PRODUCED BY Ron Browz | WRITTEN BY T.Smith, R.Turner | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Browz Music administered by Nottinghill Music(BMI) | RECORDED AT Flipmode Recording Studio | RECORDED BY Eric Eleete Leonard | MIXED AT Platinum Sounds Studios/NY | MIXED BY Pat Viala | Ron Browz appears courtesy of Ether Boy Records/ Universal-Motown 9.IM A GO AND GET MY... Ft.Mike Epps > PRODUCED BY DJ Scratch | WRITTEN BY T.Smith, G.Spivey | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./DJ Scratch Music(ASCAP) | RECORDED BY Rande Johnson | RECORDED AT Flipmode Recording Studios | ADDITIONAL RECORDING BY Rayshawn Show Money Woolard | MIXED AT Platinum Sounds Studios | MIXED BY Glen Marchese | ASST. MIX ENGINEER: Dave Clauss 10.WE WANT IN Ft.Ron Browz,The Flipmode Movement, Spliff Star & Show Money > PRODUCED BY King Karnov for King Karnov Production | WRITTEN BY T.Smith, W.Lewis,
R.Woolard | PUBLISHING BY Tziahs Music (BMI).All rights administered worldwide by Kobalt Music Group Ltd./Dutty Nigga Music(ASCAP). Show Money Guapgang Publishing (ASCAP) | RECORDED AT Flipmode Studios | RECORDED BY Rayshawn Show Money Woolard | INSTRUMENTS BY Taj Brown | MIXED AT Platinum Sounds | MIXED BY Glen Marchese

11.WE MISS YOU Ft.DeMarco & Jelly Roll > PRODUCED BY Needlz for Dry Rain Ent/Grindstone, Inc. | WRITTEN BY T.Smith, K.Cain | PUBLISHING BY Tziahs Music(BMI) All rights administered worldwide by Kobalt Music Group Ltd./Heatchamberz LLC (BMI)/Dry Rain Ent./Universal Music Corp.(ASCAP) | RECORDED AT Flipmode Recording Studios | RECORDED BY Eric Eleete Leonard | MIXED AT Soundtrack Studios | MIXED BY Pat Viala for PatEm Down Music | ASST. MIX ENGINEER: Paul Frye 12.SUGAR Ft.Jelly Roll > PRODUCED BY Jelly Roll | WRITTEN BY T.Smith, D.Drew, C.Johnson | PUBLISHING BY Tziahs Music(BMI). All rights administered worldwide by Kobalt Music Group Ltd./Heatchamberz LLC(BMI)/Denver St. Music Publishing/Warner Chappell | RECORDED AT Creation Studios, North Hollywood CA. | RECORDED BY Eric Eleete Leonard | ADDITIONAL RECORDING AT Westlake Studios, Beverly Hills CA. | ADDITIONAL RECORDING BY Rayshawn Show Money Woolard | MIXED AT Soundtrack Recording Studios | MIXED BY Pat Viala 13.DONT BELIEVE EM Ft.Akon & T.I. > PRODUCED BY Cool & Dre for SupaNova Management | WRITTEN BY T.Smith, A.Thiam, A.Lyon & M.Valenzano | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Dade Co. Project Music, Inc./Universal MusicZ Songs, a division of Universal Music Z Tunes LLC(BMI)/Eddie Montilla Music/Universal Music Publishing(BMI)/Warner Tamerlane Publishing(BMI) | RECORDED AT The Record Room Studios, N. Miami, FL | RECORDING BY Gina Victoria | ADDITIONAL RECORDING BY Rande Johnson | ADDITIONAL RECORDING AT Flipmode Studios | KEYS BY Eddie Crack Keys Montilla | GUITAR BY Kevin Mayer | MIXED AT The Mix Room, Burbank Ca. | MIXED BY Neal H. Pogue for EdgeOfYaSeat/aaminc.com | ALL OTHER INSTRUMENTS BY Cool and Dre | Akon appears courtesy of Konvict/Upfront/SRC Universal | T.I. appears courtesy of Grand Hustle/Atlantic Records 14.DECISION Ft.Jamie Foxx, Mary J Blige, John Legend & Common > PRODUCED
BY Mr.Porter | WRITTEN BY T.Smith, D.Porter, L.Lynn. | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Derty Works, EMI Publishing (ASCAP)/Senseless Music Inc./Universal Music Publishing (BMI) | VOCALS RECORDED AT Flipmode Studios | RECORDED BY Rande Johnson | KEYS BY Armond Bamm Davis | MIXED AT The Mix Room, Burbank Ca. | MIX ENGINEER Neal H Pogue for EdgeOfYaSeat/ aaminc.com | ADDITIONAL MIXING BY: Ricky St. Hilaire | KEYS BY Armond Bamm Davis | GUITAR: Mike Shav | Mary J Blige appears courtesy of Interscope Records | Jamie Foxx appears courtesy of J Records | John Legend appears courtesy of | Common appears courtesy of G.O.O.D. Music/Geffen Records

15.WORLD GO ROUND Ft.Estelle > PRODUCED BY Jelly Roll | WRITTEN BY T.Smith, D.Drew | PUBLISHING BY Tziahs Music(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Heatchamberz LLC(BMI)/Denver St. Publishing/Warner Chappell | RECORDED AT Flipmode Recording Studios | RECORDED BY Eric Eleete Leonard | ENGINEERED BY: Rick St. Hilaire | MIXED AT Legacy Studios | MIXED BY Pat Viala | ADDITIONAL MIXING BY: Rick St. Hilaire | Estelle appears courtesy of Homeschool/Atlantic Records 16.IF YOU DONT KNOW NOW YOU KNOW Ft.Big Tigger > PRODUCED BY Focus for a-FOC.aliptic MusicWorks courtesy of Aftermath Entertainment | WRITTEN BY T.Smith, D.Morgan, B.Edwards Jr. | PUBLISHING BY Tziahs Music (BMI).All rights administered worldwide by Kobalt Music Group Ltd./3RDi Music Works (ASCAP)/Xavier Future Music (ASCAP) | RECORDED AT Flipmode Recording Studios | RECORDED BY Rayshawn Show Money Woolard | MIXED AT Platinum Sounds Studios | MIXED BY Glenn Marchese | ASST. MIX ENG-INEER: Dave Clauss 17.HOW YOU REALLY WANT IT Ft.Jesse West (iTunes bonus)> PRODUCED BY Dready | WRITTEN BY T. Smith & K. Daniel | PUBLISHING BY Tziahs Music (BMI), Copywrite Control. | RECORDED AT Platinum Sound | RECORDED BY Dready | MIXED AT Platinum Sounds Studios | ALL INSTRUMENTS BY Dready | PROGRAMMING BY Dready
THANK YOUS: First and foremost, I want to thank the most high God Allah for his continually blessing me with the ability to grow and evolve and everyone needs to keep in mind regardless of who or what you believe in that God is the greatest. | Also thanks to my family and my loved ones for clearly supporting me through the many obstacles that I have endured in the last couple of years. I would not be able to survive a millionth of a fraction of it without your love, support, patience and understanding. | I want to thank Sylvia Rhone for bringing me back home and all of the people that are part of the Universal Motown conglomerate, both old and new friends that have been a part of my career from the Elektra days with Sylvia all the way up to the Universal Motown days today. I'm a make sure the family looks incredible this year. | I want to thank all of the incredible artists and producers who came out to help me put out such a phenomenal body of work with this album. I want to thank all of the producers who provided the soundtrack to my life with this album. All the hot beats, all the musicians that played live. Thank y'all again for your great contributions to this project. | I want to thank all of my legal representatives both for my business and my legal issues outside of business. | Thank y'all very much for keeping things stable enough to do what I love best. And with that being said, thanks to Judge Stevens. | I want to thank my managers Monami Entertainment and Violator Management for continuing to ride the wave with me after all these years. | I want to thank every radio station and every DJ throughout the planet, radio DJ, club DJ, mix tape DJ, house party DJ, BBQ in the back yard DJ for playin' my records and supporting everything that I do. I want to thank every program director, every assistant music director, every mix show coordinator who has ever supported Busta Rhymes and Flipmode, thank you very much for your love, your support, your dedication and for ridin' with the kid after all of these years. | Last but not least, and without further ado, the most important - I have to thank all of my fans. I love y'all, we all need y'all, and without y'all none of this would be possible. Hip Hop since 1972... Yours truly,

FLIPMODE BITCH!
www.universalmotown.com www.bustarhymes.com www.myspace.com/bustarhymes
& 2009 Universal Motown Records, a Division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music Distribution. All rights reserved.FBI Anti-Piracy Warning: Unauthorized copying is punishable under federal law.