15.     Plaintiffs are informed and believe and thereupon allege that Black Bear chose to

use the Charbucks mark with the intent and purpose of trading off of the goodwill that the

Starbucks Mark currently enjoys and/or misleading and confusing consumers. As a result,

Plaintiffs' reputation is being tarnished and the value and distinctiveness of Plaintiffs' Starbucks

Mark are being diminished. Plaintiffs are informed and believe and thereupon allege that, absent

the intervention of this Court, defendant's illegal actions will continue, and Plaintiffs and

consumers will continue to be harmed.

 Count I

(for Trademark Dilution, 15 U.S.C. §§ 1125(c) and 1127)

        16.     Plaintiffs specifically reallege and incorporate herein by reference each and every

allegation set forth above.

        17.     Plaintiffs have used and continue to use the Starbucks Mark in interstate

 commerce. The Starbucks Mark has become and continues to be "famous" within the meaning

 of 15 U.S.C. § 1125(c).

        18.     Defendant has made and threatens to continue to make commercial use in

 commerce of a variation of the Starbucks Mark in a manner that causes dilution of the distinctive

 quality of such mark, and lessens the capacity of such mark to identify and distinguish Plaintiffs'

 goods and services.

         19.     Plaintiffs are entitled to an order from this Court preliminarily and permanently

 enjoining defendant, its agents, employees and others acting in concert with them, from directly

 or indirectly making any further commercial use of the mark "Charbucks," or any other names,

 marks or logos that are substantially similar to the Starbucks Mark.

         20.    Because defendant has willfully intended to cause dilution of the Starbucks Mark,

 Plaintiffs are further entitled, pursuant to 15 U.S.C. §§ 1117 and 1125(c)(2), to recover all

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