1. TIME TO WIN 2:50 2. WHOA IS ME 3:26 3. YOUR MAN 2:50 4. RICH GIRL$ 3:45

5. MIRACLE MILE 3:43 6. BACK OF MY HAND 4:30 7. PARADE MUSIC 3:30

Executive Producer: Demacio “Demo” Castellon

WWW.DOWNWITHWEBSTER.COMWWW.UNIVERSALRECORDS.COMpc 2009 Universal Motown Records, a Division of UMG Recordings, Inc. 1755Broadway, New York, NY 10019. In Canada, all Masters under exclusive License fromDWW Entertainment Inc., Manufactured and Marketed by Universal Motown Records.Distributed by Universal Music Distribution. All rights reserved. FBI Anti-Piracy Warn-ing: Unauthorized copying is punishable under federal law. B0013419-02

TIME TO WIN VOL. I

TIME TO WIN I built my soul on rock and roll • Then someone told me the kidsdon’t rock no more • OH! OH! OH! OH! • It’s Time to Win • I got a red cup, you fillit up for me • I’m on the guest list, you better check for me • Head’s heavy but thedrink holds it up for me • Keep it up for me, keep it keep it up for me • I see yourhands down you put them up for me • Chick don’t even pretend that you’re nothorny • Rhyme like I’m Steve Tyler • Live wire • The doors are open baby light myfire • I built my soul on rock and roll • Then someone told me the kids don’t rockno more • OH! OH! OH! OH! • It’s Time to Win • OOOWEEE Sip something, 2 points• OOOWEEE Hit something, 2 points • I’m leaning • I’m melted • I’m winning •Bring your helmet • When we say jam like NBA Jam • Can’t buy a bucket f*** iteyes china through my Ray Bans • Look at me kids • I’m winning • Stop the music,where’s my ribbon?! • I built my soul on rock and roll • Then someone told me thekids don’t rock no more • OH! OH! OH! OH! • It’s Time to Win • I’m just a bad lit-tle mother showing off • And if you love me let me see your hands up • And if youhate me why the hell’d you show up • I’m just a bad little mother showing off • Di-amonds in my drink tonight • I want diamonds in my drink tonight • I’ll get dia-monds in my drink tonight • I got diamonds so I drink to life, oh lord • Lining downthe block tonight • Yeah they’re lining down the block tonight • Yeah my show isgonna rock tonight • You’re going to have to call the cops tonight• I built my soulon rock and roll • then someone told me the kids don’t rock no more • OH! OH! OH!OH! • It’s Time to Win

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja.) Published by DWW Enter-tainment Inc. Written and performed by Down With Webster. Produced by James Robertson andDown With Webster. Recorded by James Robertson at Chill Ville Studios, Toronto. Mixed by Dema-cio “Demo” Castellon for The Demolition Crew. Mixed at The Orange Lounge, Toronto. Mix Assistant:Jason “Metal” Donkersgoed.

WHOA IS ME I feel like a hollywood star • Hand full of pills, all black car • Rockguitar and ten shots of whiskey • Got a chain on my neck and a massive hickey •You say you’re a big deal? Big deal • I’ve been a big wheel ever since big wheels• S***’s real I feel • Like a super model who just skipped a meal • I like to partyand spend my dough • And when I go to rehab I’ll put it on a show • And it’s sospectacular when ever I rap to you • Cause I’m reinacting my feelings to capturethe • Feeling like a Nikon And when the mic’s on • I’m a star baby I’m your icon •I put on the light I shine I glow • Whoa is me I’m so Whoa!! • Say whoa! The moreI feed it • Whoa! The more I need it • Whoa! You say Whoa • Whoa is me I’m soWhoa! • I’m surrounded by people I’m cool • Everyone is so see through not you• Know you think I don’t hustle. I do • Used to get up for the bus now I fly dude •Drive by you. I’ll buy you outright • Then I’ll bite your style • I try to act like a child• Born yesterday but born to be wild • I cheated to get what I got • Stepped all upin your set for my spot • I bet you I’m winning. I bet that you’re not • I bet you don’tsin and I bet you’d get caught • You just leave the talkin’ to me • I’m dope and I’mhot on my feet • I’m the S to the H the I to the T • And what you don’t know youjust gotta believe • Say whoa! The more I feed it • Whoa! The more I need it •Whoa! You say Whoa • Whoa is me. I’m so Whoa! • It’s quiet. Right before the stormI’m eyeing everyone I see. I’m silent • So damn fly I’m a pilot. No I’m a giant. Hopethat your ready when I set off the riot • See my band. See our clothes • Be my fan.See our show • See my plan is to be so dope that you like me and we so Whoa

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja.) Published by DWW Enter-tainment Inc. Written and performed by Down With Webster. Produced by James Robertson and Down WithWebster. Recorded by James Robertson at Chill Ville Studios, Toronto. Mixed by Tom Lord-Alge at SouthBeach Studios. Assisted by Femio Hernandez.

YOUR MAN And If you want me girl I will be your man • And if you want me girlI will be here forever • I’ll take you all around as long as we’re on solid ground •I’ll introduce you to Town and never will I let you down • One look from you and Ithink I must have gone to heaven now • Fact that I’m with Webster’s hard enoughto get my head around • She’s as hard as AC/DC she gets my thunder struck •She’s a score a four leaf clover but I wont press my luck • Girl I’m talking about youso don’t be so scared of trust • I think I’m better off with you, you say comparedto what? • And If you want me girl I will be your man • And if you want me girl Iwill be here forever • And If you want me girl I will be your man • And if you wantme girl I will be here forever • Relationships are new to me. They never flew withme • I’ve never been in love. I’ve only been in clubs • And that’s where I pickedyou up. Linked it up • Walked up clinked your cup • Told you I’m broke but I’ll fixit up • So chick what’s up? I’m drunk can we kiss or what • I saw you again whenI was sober and • I had a crush like an empty soda can • I’m lookin’ at all heartscan’t fold the hand • We can build this thing up girl I know the plan • I could beyour boy or better yet your man • You’re cool as hell. I’m your biggest fan • So letsblow this popsicle stand • What a picture. Why you think they call me Cam? • AndIf you want me girl I will be your man • And if you want me girl I will be here for-

ever • And If you want me girl I will be your man • And if you want me girl I will behere forever • 2 months ago I saw your face • 2 weeks ago I’m at your place • 2days ago I had you by the waist • Next thing you know, we hit the floor • 2 daysfrom now you’ll be my chick • 2 weeks from now I’ll make you famous • 2 monthsfrom now you’ll be my miss • And We’ll Throw Down Like We Do now • And If youwant me girl I will be your man • And if you want me girl I will be here forever • AndIf you want me girl I will be your man • And if you want me girl I will be here forever

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja, R. Dunbar and E. Wayne) Pub-lished by DWW Entertainment Inc./ Songs Of Universal, Inc. o/b/o Gold Forever Music, Inc. (BMI)“Your Man” contains a sample of “Girls It Ain’t Easy”, written by: R. Dunbar and E. Wayne, pub-lished by: Songs Of Universal, Inc. o/b/o Gold Forever Music, Inc. (BMI), performed by Honey Cone,used courtesy of Holland Dozier Holland Productions, Inc. All rights reserved. Used by permission.Performed by Down With Webster. Produced by James Robertson and Down With Webster. Co-pro-duced by Demacio “Demo” Castellon for The Demolition Crew. Recorded by James Robertson at ChillVille Studios, Toronto. Mixed by Tom Lord-Alge at South Beach Studios. Assisted by Femio Hernandez.

RICH GIRL$ You’re a rich girl and it’s gone too far • Cause you know it don’tmatter any way • Say money money won’t get you too far • Get you too far • It feelslike we haven’t seen each other in years • Why don’t you join me for a couple ofbeers? Clink cheers! • Wow! I’ve seen you on my facebook profile • Sending mea message ended off with a smile • So how’s your dad doing. Still raking in thedough huh? • You’re supposed to laugh that’s a joke hun • I like to poke fun. Sodon’t take it to the heart • Last time I heard you was at school studying art • Sowhat you dropped out? Now you work at the bar? • But I thought you had it made.A big house with a car • I’m a’ try to get paid for what I say on stage • But if you’realready paid then I guess you got it made • You’re a rich girl and it’s gone too far• Cause you know it don’t matter any way • You can rely on the old man’s money• You can rely on the old man’s money • It’s a bitch girl and it’s gone too far • Soyou know it don’t matter any way • Say money money won’t get you too far • Getyou too far • It feels like we haven’t seen each other in days • Been on the roadtrying to make my way, okay!? • Cuz going out to clubs ain’t cheap • And neitherare clothes on your back or the shoes on your feet girl • Your daddy got the doughthat’s right, his paper he be breaking you off. Yeah. Off • But I got my own to blowyou know • In her world a boat’s a yacht • A king sized bed’s a cot • And a mil-lion’s not a lot • I’m a’ try to get paid for what I say on stage, but if you’re alreadypaid, Then I guess you got it made • You’re a rich girl and it’s gone too far • Causeyou know it don’t matter any way • You can rely on the old man’s money • You canrely on the old man’s money • It’s a bitch girl and it’s gone too far • So you knowit don’t matter any way • Say money money won’t get you too far • Get you too far• There ain’t no justice in the halls I saw the writing on the wall • Dad’s money’sgonna back it up girlfriend and that’s money just to back it up girl • I saw youheaded for a fall I was the one who made the call • Dad’s money’s gonna back it upgirlfriend and that’s money just to back it up girl

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja, Daryl Hall.) Published byDWW/ Unichappell Music, Inc. (BMI) and Hot Cha Music Co. (BMI) “Rich Girl$” contains elements of“Rich Girl”, written by: D. Hall, published by: Unichappell Music, Inc. (BMI) & Hot Cha Music Co.(BMI). All rights administered by Unichappell Music, Inc. (BMI) all rights reserved. Used by permis-sion. Written and performed by Down With Webster Produced by James Robertson and Down WithWebster. Co-produced by Demacio “Demo” Castellon for The Demolition Crew Recorded at ChillVille Studios and The Orange Lounge, Toronto. Mixed by Tom Lord-Alge at South Beach Studios.Assisted by Femio Hernandez.

MIRACLE MILE It was the worst road trip since Brittany eloped • But I hadtwenty six drinks and the chicken was dope • And when the van broke down yothe crew had hope • So I’ll be leaving this room with some pillows and soap •Cause I’ve been living out a suitcase since eight years old • Doing my thang withthe gang ‘till we hittin’ the road • Turning a hotel room to my humble abode • ‘tillI stumble up to the check-out wearing blankets for cloths • Now let’s do this likeits never been done • And play grooves at night for everyone • There’s no rulescause this ain’t never been done • The world needs us hands up everyone • Be-cause we worked all day on a miracle mile • And now there ain’t no way you ain’thearin’ me now • It’s just a simple little flow but the lyrics is wild • I’m going goldI’ll be on the open road for a while • And it goes 1, for the million miles up out onthe road • 2 for the fans who be in the front row • 3, ‘cause you know it’s easy tosee • 4, we ‘gonna blow up the show • and it goes 1, 2, 3 o’clock 4 o’clock withthe crew • 5, 6, 7 o’clock, 8 o’clock, interview • 9, 10, 11 o’clock, 12, we got a showand then • 1, 2, 3 o’clock, 4, we on the road again • Because we worked all dayon a miracle mile • And now there ain’t no way you ain’t hearin’ me now • We gotthe shows goin’ wild hope you peepin’ the style • I’m going gold I’ll be on the openroad for a while • Girls from the city. Girls from the country • We’re comin’ to yourcity We’re comin’ to your country • Girls from the city. Girls from the country •We’re comin’ to your city. We’re comin’ to your country • Because we worked allday on a miracle mile • And now there ain’t no way you ain’t hearin’ me now • We

got the shows goin’ wild hope you peepin’ the style • I’m going gold I’ll be on theopen road for a while

(Tyler Armes, N. Brown, A. Freed, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja) Publishedby DWW Entertainment Inc. / EMI Robbins Catalog Inc. (ASCAP) “Miracle Mile” contains a sampleof “Broadway Melody 1929”, written by: N. Brown and A. Freed, published by: EMI Robbins Cata-log Inc., performed by Rubino & Orchestra, used under license from Warner Music Group GermanyHolding GmbH, by arrangement with Rhino Entertainment Company, a Warner Music Group com-pany. All rights reserved. Used by permission. Performed by Down With Webster. Recorded andmixed by James Robertson at Chill Ville Studio, Toronto.

BACK OF MY HAND The back of my hand • The back of my hand• I thought Iknew you like the back of my hand • You acted so cruel, you know I can’t stand •The things that you do ‘cause you know that you • Build me up just to break medown • Thought you were the one but I see you get around • I wanna go nuts whenI see you on the town • You built me up just to break me down • You hit so cold •Your lips so bold • That every time I see you girl I’m hitting slo mo • I used to havea heart of glass until it all froze • Maggie told me ‘bout your little episode, no • Icaught you fibbin’ • What’s the point in livin’ • Sister he’s the winner so give himthe gold ribbon • I caught you lyin’ • Now what’s the point in tryin’ • I never thoughtyou’d do me like that • Now I’m stuck here with all your little lies and it’s your faultI don’t recognize • The back of my hand • The back of my hand • I thought I knewyou like the back of my hand • You acted so cruel you know I can’t stand • Thethings that you do ‘cause you know that you can • The limo pulled up • I saw yournew man • Bet he wouldn’t hold up to the back of my hand • The back of my hand• The back of my hand • I thought I knew you like the back of my hand girl • Latenight girl • Good morning • I called your phone and I could kind of hear somemoaning • I crossed the line and all the signs were kind of warning • I saw the fu-ture like a mother f***ing omen • It’s my decision to go with my suspicions • Blackmagic woman I believe in superstition • The way you treat me • You might as wellbe tricking • I’m leaving and I’ll never come back • No • Now I’m stuck here withall your little lies and it’s your fault I don’t recognize • The back of my hand • Theback of my hand • I thought I knew you like the back of my hand • You acted socruel you know I can’t stand • The things that you do cause you know that you can• The limo pulled up • I saw your new man • Bet he wouldn’t hold up to the backof my hand • The back of my hand • The back of my hand • I thought I knew youlike the back of my hand girl • All the lovin’, the bed we made; they’re all lies • GirlI hung in forever hey; yeah I tried • All the fun and the letters babe; they’re all lies• Now it’s done and forget it babe; now I’m wise • Now I’m stuck here with all yourlittle lies and it’s your fault I don’t recognize • The back of my hand • The back ofmy hand • I thought I knew you like the back of my hand • You acted so cruel youknow I can’t stand • The things that you do ‘cause you know that you can • Thelimo pulled up • I saw your new man • Bet he wouldn’t hold up to the back of myhand • The back of my hand • The back of my hand • I thought I knew you like theback of my hand • You acted so cruel you know I can’t stand • The things that youdo ‘cause you know that you can • The limo pulled up • I saw your new man • Bethe wouldn’t hold up to the back of my hand • The back of my hand • The back ofmy hand • I thought I knew you like the back of my hand girl

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja. Published by DWW Enter-tainment Inc.) Written and performed by Down With Webster. Produced by Demacio “Demo” Castel-lon for The Demolition Crew, James Robertson and Down With Webster. Recorded by JamesRobertson at Chill Ville Studios, Toronto. Additional Recording by Julian Vasquez and Fareed Salamahfor The Demolition Crew at The Hit Factory Criteria, Miami. Recording Assistant (Miami): BrandonJones. Protools Editing: Chris Godbey. Mixed by Demacio “Demo” Castellon for The Demolition Crew.Mixed at The Orange Lounge, Toronto. Mix Assistant: Jason “Metal” Donkersgoed. Additional Gui-tar by Dan Warner.

PARADE MUSIC Feel like I’m number one • I’m marching to the drum • Throwyour hands to the sun • We get it done so come on! • This is parade music • Goodgrade music • Party like you just got paid • Or got laid music • I’m the amp modeactivator • I’m the instigator • Bring your party hat! • Bring your party favours! •Here’s a pointer dude • Earn a point or 2 • Or I’ll point you out • Like a Pointer do• Drinks - I need 4 of these • Shots - you be pouring me • Finger to authority •Like “Where’s the sorority!?” • I’m freshman • looking for a sophmore • Since I beso fresh man • She do me till’ I’m soft more • YUPP! • You wanna party? Hi! • I’mthe party guy! • Dub chain hanging with a cup full of party time • So cheers withme • Raise your glass • We got it made, it’s a parade at last! • Feel like I’m num-ber one • I’m marching to the drum • Throw your hands to the sun • We get it doneso come on! • This is parade music • Good grade music • Party like you just gotpaid • Or got laid music • I’m riding on a float • Shaped like a giant pirate boat •Hot girl like a bird on my shoulder • King of the kegger pleased to meet ya’ • Here’sanother heater that we made drinking beer eating pizza • This is your alarm clock• Time to get up and at ‘em • I’m celebrating like I beat you in a game of Madden• I’ve got an A plus • I’m out in Vegas • Put it all on red and I’m getting paid up •

It’s time to party y’all • Got so many beads • It’s like Mr. T turned white and showedup to Mardi Gras • Laugh it up hardy har • Me I’m on the balcony • Pouring drinks• For all the people down with me • Cheers! • Say hey if your paid • Say hey if you’regettin’ laid • Say hey it’s a parade • Hey • Feel like I’m number one • I’m marchingto the drum • Throw your hands to the sun • We get it done so come on! • This isparade music • Good grade music • Party like you just got paid • Or got laid music

(Tyler Armes, Patrick Gillett, Cameron Hunter, Andrew Martino, M. Seja) Published by DWW Enter-tainment Inc. Written and performed by Down With Webster. Produced by James Robertson andDown With Webster. Recorded by James Robertson at Chill Ville Studios and The Orange Lounge,Toronto. Mixed by Tom Lord-Alge at South Beach Studios. Assisted by Femio Hernandez.

THANKSBUCKY: Mom I love you, thanks for supporting and believing in everything I’ve everdone! Look what you did!! Team, let’s win forever! TYLER: Robert, Donna, David andRyan - You are the best family and support I could ever ask for. Beaches boys! Thanksfor redefining the word “win”. S.V. You have been so important to me. Thanks for lis-tening to every demo I have made and the countless shows I have played! You re-ally are my best friend. I love you! PAT: Mom, Dad, all my friends and family, andanyone who supported myself and D-Dub along the way. Thank you! CAM: My momTrulie, my dad Stephen and my little sister Annie for being the best and most sup-portive family ever. I wouldn’t be here without you guys. MARTY: None of this wouldhave been possible without the help of my family...especially Ma, Dad and Mikey.Thanks for the drum sets, lessons, and for helping my dream become a reality. Ilove you guys. Thanks to all of my friends who have supported me along the way.KAP: I would like to thank all of my friends and family who have helped me get here.Jy and Debbie Fairlie, Carly-Anne and Kristin Fairlie (It’s Time To Win!), Dim for theart and Chris for the Job, I love you all! DIGGY: Thanks to my family for always beingthere and believing in me. Greg, you’re my best friend and you mean the world tome. To all my true friends who’ve been there through thick and thin. DOWN WITHWEBSTER THANKS: Jordan Jacobs and Ryan Armes - thanks for carefully manag-ing our baby. It’s a pleasure and a privilege to work alongside such smart creativepeople. James Robertson – thank you for years of hard work and good faith. We trulyowe you the world! Demo – thanks for keeping us in line! Johnny “Bang” McIn-tosh your dedication has been unbelievable. Bobcat you are DWW’s Dad! Thank youDoug Morris, Mel Lewinter, Sylvia Rhone, Andrew Kronfeld, Shep Goodman, Lisa Lin-der, Rob Hitt, Kimberly Harris, Todd Glassman, Lori Lambert, Leah Streetman, NicoleGarvey, Elizabeth Vago, Melantha Hodge, Kirk Harding, Brett Alperowitz, SandraBrummels, Joe Spix, Wayne Chernin, Michael Reinert, Daniel Getz, Angela Auld, JoshJacobs, Scott Kepnach, Chris Maehr, Gina Harrell, Robin Simms, Noah Gelb, andevery single person at Universal Motown for joining Team DWW and your belief andsupport. Likewise thank you to Randy Lennox, Jeremy Summers, Chris Corless,Steve Nightingale, Shawn Marino, Marcus Tamm, Ivar Hamilton, Natalie Turano,Sarah Scott, Steve Teixeira and everyone at Universal Canada. Thank you LorneSprackman, Joy and everyone at Sprackman Terrence. Thank you Donna Rouzaud.Big shout out to our touring agencies who help us get in front of our fans – JeffFrasco and everyone at CAA, and Paul Gourlie and everyone at TAG in Canada. Spe-cial thanks to Yamaha Drums, Fender, Fodera, SWR, and Gibson.

Most importantly, thank you to all of the fans who have supported us over the years.You are everything to us. It’s Time To Win!!

DOWN WITH WEBSTER IS:BUCKY: VocalsPAT: Vocals and GuitarsTYLER: Bass and KeysMARTY: DrumsCAM: VocalsKAP: Hype ManDIGGY: DJ

Executive Producer: Demacio “Demo” Castellon

All Songs Mastered By Tom Coyne at Sterling Sound, New York, NY except Time ToWin & Back Of My Hand Mastered By Chris Gehringer at Sterling Sound, New York, NYA&R: Shep Goodman and Rob Hitt Universal MotownA&R Canada: Chris Corless for Universal CanadaA&R Coordination: Elizabeth Vago for Universal MotownProduct Manager: Lisa Linder for Universal MotownProduct Manager Canada: Steve Nightingale for Universal CanadaAlbum Photography: Matt BarnesManagement: Jordan Jacobs and Ryan Armes, SPYBOX