B0012387-02

�&� 2009 UniversalMotown Records,a Division of UMGRecordings,Inc.,

1755 Broadway, New York,NY 10019.Distributed

by UniversalMusic Distribution.All rights reserved.

www.universalmotown.com

1.BACK ON MY B.S. INTRO > 2.WHEEL OF FORTUNE > 3.GIVE EM WHAT THEY ASKINFOR > 4.RESPECT MY CONGLOMERATE Ft. Lil Wayne & Jadakiss > 5.SHOOT FOR THEMOON > 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.WEWANT 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 YOUDON'T KNOW NOW YOU KNOW Ft. Big Tigga (bonus) > 17.HOW YOU REALLY WANT ITFt. Jesse West (iTunes bonus) EXECUTIVE PRODUCER: BUSTA RHYMES FOR FLIPMODE ENTERTAINMENT

EXECUTIVE PRODUCER: BUSTA RHYMES FOR FLIPMODE ENTERTAINMENTA&R Coordinator: Ed Richardson for Universal Motown,

Karen Body for Monami Entertainment & Gail Hansen for Violator ManagementA&R Associate: John Monopoly

A&R Administration: Michelle GoldbergProduct 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 ManagementBooking Agent: Monami Entertainment

Legal: Steve Shapiro & Damien Granderson for Davis Shapiro Lewit & Hayes, LLPArt Direction & Design: Alli Truch & Kim Biggs for Biggs&Co.

Photography: Frank Ockenfels 3Styling: 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 | WRITTENBY T. Smith | PUBLISHING BY Tziah’s Music (BMI). All rights administered worldwide byKobalt 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 Tziah’s Music(BMI).All rightsadministered worldwide by Kobalt Music Group Ltd., DJ Scratch Music(ASCAP), JobeteMusic Co./ EMI Music Publishing (ASCAP), Songs of Universal, Inc. (BMI) | RECORDED ATFlipmode Studios | RECORDED BY Rayshawn “Show Money” Woolard | MIXED AT Platinum SoundsStudios 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 Tziah’s Music(BMI).All rights administered worldwide by KobaltMusic Group Ltd./Browz Music administered by Nottinghill Music(BMI) | RECORDED ATFlipmode Recording Studios | RECORDED BY Eric “Eleete” Leonard | MIXED AT PlatinumStudios | MIXED BY Pat Viala for Pat’Em Down Music

4.RESPECT MY CONGLOMERATE Ft.Lil Wayne & Jadakiss > PRODUCED BY Focus… for a.FamEnt. Courtesy of Aftermath Entertainment | WRITTEN BY T.Smith, B.Edwards, D.Carter,J.Phillips | PUBLISHING BY Tziah’s Music(BMI).All rights administered worldwide byKobalt Music Group Ltd./3RDi Music works(ASCAP)/Young Money Publishing Inc./WarnerChappellMusic(BMI)/Jaewon’sPublishing,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 | MIXEDBY Glen Marchese | ASST. MIX ENGINEER: Kevin “Kevo” Wilson | Lil Wayne appears courtesy of Cash Money/Universal Records | Jadakiss appears courtesy of RuffRyders/Roc-A-Fella/Island Def Jam Records

5.SHOOT FOR THE MOON > PRODUCED BY Danja | WRITTEN BY T.Smith, N.Hill | PUBLISH-ING BY Tziah’s Music(BMI).All rights administered worldwide by Kobalt Music GroupLtd./Danjahandz Muzik(SESAC)/Kobalt Music Group,Ltd./Yaslina Music Publishing Inc.(ASCAP)/David M. Ehrlich, Esq.,P.C. | RECORDED AT Flipmode Studios | RECORDED BYRayshawn “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.HUSTLER’S ANTHEM ‘09 Ft.T.Pain > PRODUCED BY Ty Fyffe for Ty Fyffe Productions| WRITTEN BY T.Smith, T.Fyffe, F.Najm | PUBLISHING BY Tziah’s Music(BMI).All rightsadministered worldwide by Kobalt Music Group Ltd./Shugar Diamond Music(BMI).| RECORD-ED AT Flipmode Studios NY and Music Factory Recording Studio Hempstead, NY.| RECORDEDBY 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 Tziah’s Music(BMI).All rights administered worldwide byKobalt Music Group Ltd./Waters of Nazareth Publishing/EMI-Blackwood Music, Inc. (ASCAP)RECORDED AT South Beach Studios, Miami Fl. | RECORDED BY Andrew Coleman | ADDITIONALRECORDING BY Rande Johnson and Ryan Gilligan | ASSISTED BY Hart Gunther, Mike Larsonand Javier Valverde | MIXED AT The Hit Factory Criteria, Miami FL | ASSISTED BY JavierValverde | MIXED AT The Record Plant, Los Angeles CA. | MIXED BY Neal H Pogue forEdgeOfYaSeat/aaminc.com | ASSISTED BY Ryan Kennedy | ADDITIONAL MIXING BY Glen Marchese| ADDITIONAL MIXING AT Platinum Studios | ASSISTED BY Dave Clauss | Pharrell appearscourtesy of StarTrak Records

8.ARAB MONEY Ft.Ron Browz > PRODUCED BY Ron Browz | WRITTEN BY T.Smith, R.Turner| PUBLISHING BY Tziah’s Music(BMI).All rights administered worldwide by Kobalt MusicGroup Ltd./Browz Music administered by Nottinghill Music(BMI) | RECORDED AT FlipmodeRecording Studio | RECORDED BY Eric “Eleete” Leonard | MIXED AT Platinum SoundsStudios/NY | MIXED BY Pat Viala | Ron Browz appears courtesy of Ether Boy Records/Universal-Motown

9.I’M A GO AND GET MY... Ft.Mike Epps > PRODUCED BY DJ Scratch | WRITTEN BYT.Smith, G.Spivey | PUBLISHING BY Tziah’s Music(BMI).All rights administered worldwideby 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 Tziah’s Music (BMI).All rights administered worldwide byKobalt 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 RainEnt/Grindstone, Inc. | WRITTEN BY T.Smith, K.Cain | PUBLISHING BY Tziah’s Music(BMI)All rights administered worldwide by Kobalt Music Group Ltd./Heatchamberz LLC (BMI)/DryRain Ent./Universal Music Corp.(ASCAP) | RECORDED AT Flipmode Recording Studios |RECORDED BY Eric “Eleete” Leonard | MIXED AT Soundtrack Studios | MIXED BY Pat Vialafor Pat’Em 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 Tziah’s Music(BMI). All rights administered worldwide byKobalt Music Group Ltd./Heatchamberz LLC(BMI)/Denver St. Music Publishing/WarnerChappell | 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 RecordingStudios | MIXED BY Pat Viala

13.DON’T BELIEVE EM Ft.Akon & T.I. > PRODUCED BY Cool & Dre for SupaNovaManagement | WRITTEN BY T.Smith, A.Thiam, A.Lyon & M.Valenzano | PUBLISHING BY Tziah’sMusic(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Dade Co.Project Music, Inc./Universal Music–Z Songs, a division of Universal Music – Z TunesLLC(BMI)/Eddie Montilla Music/Universal Music Publishing(BMI)/Warner TamerlanePublishing(BMI) | RECORDED AT The Record Room Studios, N. Miami, FL | RECORDING BY GinaVictoria | ADDITIONAL RECORDING BY Rande Johnson | ADDITIONAL RECORDING AT FlipmodeStudios | KEYS BY Eddie “Crack Keys” Montilla | GUITAR BY Kevin Mayer | MIXED AT TheMix Room, Burbank Ca. | MIXED BY Neal H. Pogue for EdgeOfYaSeat/aaminc.com | ALL OTHERINSTRUMENTS 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 > PRODUCEDBY Mr.Porter | WRITTEN BY T.Smith, D.Porter, L.Lynn. | PUBLISHING BY Tziah’sMusic(BMI).All rights administered worldwide by Kobalt Music Group Ltd./Derty Works,EMI Publishing (ASCAP)/Senseless Music Inc./Universal Music Publishing (BMI) | VOCALSRECORDED 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 Foxxappears 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 Tziah’s Music(BMI).All rights administered worldwide by Kobalt MusicGroup Ltd./Heatchamberz LLC(BMI)/Denver St. Publishing/Warner Chappell | RECORDED ATFlipmode Recording Studios | RECORDED BY Eric “Eleete” Leonard | ENGINEERED BY: RickSt. Hilaire | MIXED AT Legacy Studios | MIXED BY Pat Viala | ADDITIONAL MIXING BY: RickSt. Hilaire | Estelle appears courtesy of Homeschool/Atlantic Records

16.IF YOU DON’T 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 Tziah’s Music (BMI).All rights administeredworldwide 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 Tziah’s Music (BMI), CopywriteControl. | RECORDED AT Platinum Sound | RECORDED BY Dready | MIXED AT Platinum SoundsStudios | ALL INSTRUMENTS BY Dready | PROGRAMMING BY Dready

THANK YOU’S: First and foremost, I want to thank the most high God Allah for his continually blessing me with the abil-ity to grow and evolve and everyone needs to keep in mind regardless of who or what you believe in that God is the great-est. | Also thanks to my family and my loved ones for clearly supporting me through the many obstacles that I have enduredin 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 partof the Universal Motown conglomerate, both old and new friends that have been a part of my career from the Elektra dayswith 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 ofwork with this album. I want to thank all of the producers who provided the soundtrack to my life with this album. Allthe hot beats, all the musicians that played live. Thank y'all again for your great contributions to this project. | Iwant to thank all of my legal representatives both for my business and my legal issues outside of business. | Thank y'allvery 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 afterall these years. | I want to thank every radio station and every DJ throughout the planet, radio DJ, club DJ, mix tapeDJ, house party DJ, BBQ in the back yard DJ for playin' my records and supporting everything that I do. I want to thankevery program director, every assistant music director, every mix show coordinator who has ever supported Busta Rhymes andFlipmode, thank you very much for your love, your support, your dedication and for ridin' with the kid after all of theseyears. | 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 byUniversal Music Distribution. All rights reserved.FBI Anti-Piracy Warning: Unauthorized copying is punishable under federal law.