ROBERT L. EHRLICH, JR., Governor                           H.B. 140

(11)   "Contract" means the total legal obligation which results from the
parties' agreement as affected by Titles 1 through 10 of this article and any other
applicable rules of law (Compare "Agreement.")

(12)   "Creditor" includes a general creditor, a secured creditor, a lien
[creditor] CREDITOR, and any representative of creditors, including an assignee for
the benefit of creditors, a trustee in bankruptcy, a receiver in [equity] EQUITY, and
an executor or administrator of an insolvent debtor's or assignor's estate.

(13)   "Defendant" includes a person in the position of defendant in a cross
action or counterclaim.

(14)   "Delivery" with respect TO AN ELECTRONIC DOCUMENT OF TITLE
MEANS VOLUNTARY TRANSFER OF CONTROL AND WITH RESPECT to instruments,
TANGIBLE documents of title, chattel [paper] PAPER, or certificated securities means
voluntary transfer of possession.

(15)   "Document of title" [includes bill of lading, dock warrant, dock
receipt, warehouse receipt or order for the delivery of goods, and also any other
document which] MEANS A RECORD (I) THAT in the regular course of business or
financing is treated as adequately evidencing that the person in possession OR
CONTROL of [it] THE RECORD is entitled to receive, CONTROL, [hold] HOLD, and
dispose of the [document] RECORD and the goods [it] THE RECORD covers AND (II)
THAT PURPORTS TO BE ISSUED BY OR ADDRESSED TO A BAILEE AND TO COVER
GOODS IN THE BAILEE'S POSSESSION WHICH ARE EITHER IDENTIFIED OR ARE
FUNGIBLE PORTIONS OF AN IDENTIFIED MASS. THE TERM INCLUDES A BILL OF
LADING, TRANSPORT DOCUMENT, DOCK WARRANT, DOCK RECEIPT, WAREHOUSE
RECEIPT, AND ORDER FOR DELIVERY OF GOODS. AN ELECTRONIC DOCUMENT OF
TITLE MEANS A DOCUMENT OF TITLE EVIDENCED BY A RECORD CONSISTING OF
INFORMATION STORED IN AN ELECTRONIC MEDIUM. A TANGIBLE DOCUMENT OF
TITLE MEANS A DOCUMENT OF TITLE EVIDENCED BY A RECORD CONSISTING OF
INFORMATION THAT IS INSCRIBED ON A TANGIBLE MEDIUM. [To be a document of
title, a document must purport to be issued by or addressed to a bailee and purport to
cover goods in the bailee's possession which are either identified or are fungible
portions of an identified mass.]

(16)   "Fault" means wrongful act, omission or breach.

(17)   "Fungible" with respect to goods or securities means goods or
securities of which any unit is, by nature or usage of trade, the equivalent of any other
like unit. Goods which are not fungible shall be deemed fungible for the purpose of
Titles 1 through 10 of this article to the extent that under a particular agreement or
document unlike units are treated as equivalents.

(18)   "Genuine" means free of forgery or counterfeiting.

(19)   "Good faith" means honesty in fact in the conduct or transaction
concerned.

(20)   "Holder" [with respect to a negotiable instrument,] means:

(A) [the] THE person in possession [if the instrument] OF A

- 2919 -