Exhibit 4.54

                                TOP TANKERS INC.



                                    Guarantee


                                                                   14 March 2006


To:       Starcraft Marine Co. of Trust Company Qomplex, Ajeltake Road, Ajeltake
          Island, Majuro, Marshall Islands MH96960 (the "Beneficiary")

1         In consideration of (i) the Beneficiary, which expression includes its
          successors and  assignees),  at our request,  agreeing to let the m.v.
          Faithful   (the  "Ship")  to  Gramos   Shipping   Company  Inc.   (the
          "Charterer",  which  expression  includes its  successors and assigns)
          pursuant to a "Barecon 2001" bareboat  charter dated 14 March 2006 (as
          amended and supplemented from time to time, the "Charter") between the
          Beneficiary  and the  Charterer  and  (ii)  US$1  and  other  good and
          valuable  consideration  (the  receipt and adequacy of which is hereby
          acknowledged) we, Top Tankers Inc. (the  "Guarantor")  irrevocably and
          unconditionally  guarantee  the due and  punctual  payment of all sums
          payable by the Charterer to the  Beneficiary  under or pursuant to the
          Charter  (including,  without limitation,  all charterhire,  interest,
          fees, costs,  charges and expenses) together with interest to the date
          of payment (as well after as before  judgment)  at such rates and upon
          such terms as may from time to time be  expressed to be payable by the
          Charterer and any damages (whether  liquidated or otherwise for breach
          of  the  Charter)  on a  full  and  unqualified  indemnity  basis  and
          undertake  that if for any reason the Charterer  shall fail to pay any
          sums due under or  pursuant  to the Charter on the due date of payment
          thereunder  the  Guarantor   shall,  on  demand  by  the  Beneficiary,
          unconditionally pay such sum to the Beneficiary.

2         As a separate and independent  stipulation,  the Guarantor irrevocably
          and  unconditionally  agrees  that  if  any  purported  obligation  or
          liability of the  Charterer  which would have been the subject of this
          Guarantee  had it been  valid and  enforceable  is not or ceases to be
          valid or  enforceable  against the Charterer on any ground  whatsoever
          whether  or  not  known  to  the   Beneficiary   (including,   without
          limitation,  any irregular  exercise or absence of any corporate power
          or lack of authority  of, or breach of duty by, any person  purporting
          to act on behalf of the  Charterer  or any legal or other  limitation,
          whether under the  Limitation  Acts or otherwise or any  disability or
          incapacity or any change in the  constitution  of the  Charterer)  the
          Guarantor  shall  nevertheless be liable to the Beneficiary in respect
          of that  purported  obligation  or liability as if the same were fully
          valid and enforceable  and the Guarantor were the principal  debtor in
          respect  thereof.  The Guarantor hereby agrees to keep the Beneficiary
          fully  indemnified  on demand against all damages,  losses,  costs and
          expenses  arising  from any  failure  of the  Charterer  to perform or
          discharge  any such  purported  obligation  or  liability  or from any
          invalidity  or  unenforceability  of  any  of  the  same  against  the
          Charterer.

3         The Guarantor's liability under this Guarantee shall not be discharged
          in whole or in part or  otherwise  be affected in any way by reason of
          (a) the Beneficiary  giving the Charterer time or any other concession
          or taking,  holding,  varying,  realising or not  enforcing  any other
          security for the liabilities of the Charterer  under the Charter,  (b)
          any legal limitation or incapacity relating to the Charterer,  (c) the
          invalidity or  unenforceability  of the  obligations  of the Charterer
          under the Charter or (d) any other act or omission of the  Beneficiary
          or  any  other  circumstances  which  but  for  this  provision  would
          discharge the Guarantor and any moneys  expressed to be payable by the
          Charterer  under the terms of the Charter which may not be recoverable
          from the  Charterer  for any such reason shall be  recoverable  by the
          Beneficiary from the Guarantor as principal debtor.

4         This Guarantee  shall expire upon  termination by effluxion of time of
          the Charter or otherwise in circumstances where all obligations of the
          Charterer shall have been irrevocably and  unconditionally  discharged
          in full.

5         The Beneficiary may enforce this Guarantee without first making demand
          on, or taking any proceeding against, the Charterer.

6         All payments by the Guarantor  hereunder shall be made without set-off
          or counterclaim and, subject to paragraph 7 hereof,  free and clear of
          any  deductions or  withholdings  in United States Dollars in same day
          funds (or such other funds as may then be customary for the settlement
          of international bank transactions in the relevant currency) not later
          than 10am  (local time in the place of payment) on the due date to the
          account  of  the   Beneficiary   notified  to  the  Guarantor  by  the
          Beneficiary.

7         If at any time the  Guarantor  is  required to make any  deduction  or
          withholding  in  respect of any taxes  (which for the  purpose of this
          Guarantee  includes  all present and future  taxes,  levies,  imposts,
          duties,  fees or charges of whatever  nature  together  with  interest
          thereon and  penalties in respect  thereof) from any payment due under
          this  Guarantee,  the sum due from the  Guarantor  in  respect of such
          payment  shall be  increased  to the extent  necessary to ensure that,
          after the making of such  deduction or  withholding,  the  Beneficiary
          receives on the due date for such payment (and retains,  free from any
          liability in respect of such deduction or withholding) a net sum equal
          to the sum  which it would  have  received  had no such  deduction  or
          withholding been required to be made and the Guarantor shall indemnify
          the  Beneficiary  against any losses or costs incurred by it by reason
          of any  failure  of the  Guarantor  to  make  any  such  deduction  or
          withholding  or by reason of any  increased  payment not being made on
          the due date for such payment. The Guarantor shall promptly deliver to
          the Beneficiary any receipts,  certificates or other proof  evidencing
          the  amounts (if any) paid or payable in respect of any  deduction  or
          withholding as aforesaid.

8         If any sum due from the Guarantor under this Guarantee or any order or
          judgment given or made in relation hereto has to be converted from the
          currency (the "first currency") in which the same is payable under
          this Guarantee or under such order or judgment into another currency
          (the "second currency") for the purpose of (i) making or filing a
          claim or proof against the Guarantor, (ii) obtaining an order or
          judgment in any court or other tribunal or (iii) enforcing any order
          to judgment given or made in relation to this Guarantee, the Guarantor
          shall indemnify and hold harmless the Beneficiary from and against any
          loss suffered as a result of any difference between (a) the rate of
          exchange used for such purpose to convert the sum in question from the
          first currency into the second currency and (b) the rate or rates of
          exchange at which the Beneficiary may in the ordinary course of
          business purchase the first currency with the second currency upon
          receipt of a sum paid to it in satisfaction, in whole or in part, of
          any such order, judgment, claim or proof. Any amount due from the
          Guarantor under this clause 8 shall be due as a separate debt and
          shall not be affected by judgment being obtained for any other sums
          due under or in respect of this Guarantee and the term "rate of
          exchange" includes any premium and costs of exchange payable in
          connection with the purchase of the first currency with the second
          currency.

9         The Guarantor represents and warrants to the Beneficiary that:

          (a)  the Guarantor is duly  incorporated  and validly existing in good
               standing  under  the laws of the  Marshall  Islands  as a limited
               liability  corporation  and has power to carry on its business as
               it is now  being  conducted  and to own its  property  and  other
               assets;

          (b)  the  Guarantor  has power to  execute,  deliver  and  perform its
               obligations  under this Guarantee,  and all necessary  corporate,
               shareholder  and other  action  has been taken to  authorise  the
               execution, delivery and performance of the same and no limitation
               on the power of the Guarantor to give guarantees will be exceeded
               as a result of this Guarantee;

          (c)  this Guarantee  constitutes valid, legal and enforceable  binding
               obligations of the Guarantor;

          (d)  the execution and delivery of, the performance of its obligations
               under and compliance with the provisions of this Guarantee by the
               Guarantor will not (i) contravene  any existing  applicable  law,
               statute, rule or regulation or any judgment,  decree or permit to
               which the  Guarantor is subject,  or (ii)  contravene or conflict
               with any provision of the Guarantor's  Articles of Incorporation,
               By-Laws or other constitutional documents;

          (e)  it  is  not   necessary  to  ensure  that   legality,   validity,
               enforceability  or  admissibility  in evidence of this  Guarantee
               that it or any other  instrument be notarised,  filed,  recorded,
               registered  or enrolled in any court,  public office or elsewhere
               in the  Marshall  Islands  or that  any  stamp,  registration  or
               similar  tax or charge be paid in the  Marshall  Islands on or in
               relation to this  Guarantee and this  Guarantee is in proper form
               for its enforcement in the courts of the Marshall Islands;

          (f)  the  choice  by the  Guarantor  of  English  law to  govern  this
               Guarantee is valid and binding; and

          (g)  neither  the  Guarantor  nor any of its  assets are  entitled  to
               immunity  on the grounds of  sovereignty  or  otherwise  from any
               legal  action  or  proceeding   (which  shall  include,   without
               limitation,  suit,  attachment  prior to  judgment,  execution or
               other enforcement). 10 Guarantor's Undertakings

10.1      General Undertakings

          The Guarantor  hereby agrees and undertakes to the Beneficiary that it
          will at all times until expiry of this  Guarantee in  accordance  with
          paragraph 4 thereof  deliver to the Beneficiary  sufficient  copies of
          each of the following documents:

          (a)  not later than one hundred and eighty (180) days after the end of
               each  financial  year,  the audited  balance sheet and profit and
               loss  account  of the  Guarantor  and  the  audited  consolidated
               balance sheet and the consolidated profit and loss account of the
               Group for such  financial  year and a cash flow statement for the
               Group for such  financial  year  together  with the report of the
               auditors  thereon,  the notes thereto and the  directors'  report
               thereon, if any;

          (b)  at the time of issue thereof every  report,  circular,  notice or
               like  document  issued by the  Guarantor to its  shareholders  or
               creditors generally;

          (c)  at the  time of the  delivery  of the  annual  audited  financial
               statements, a statement from the Guarantor's auditors stating the
               respective amounts of the Net Asset Value, Book Equity, the Total
               Debt and the Total Market Value  Adjusted  Assets,  in respect of
               or,  as the case may be, as at the end of the  financial  year to
               which such financial  statements  relate indicating the manner in
               which the same have been calculated and whether or not the limits
               imposed by paragraphs 10.2.1,  10.2.4 and 10.2.5 have or have not
               been exceeded at such time and so that each such statement  shall
               (in the  absence  of  manifest  error  or in the  absence  of the
               Mortgagee   reaching  a  different   determination   pursuant  to
               paragraph 10.2.8) be conclusive evidence of such amounts or facts
               for the purposes of this Guarantee.

10.2      Financial Undertakings

          The Guarantor  hereby agrees and undertakes to the Beneficiary that it
          will at all times until expiry of this  guarantee in  accordance  with
          paragraph 4 hereof:

10.2.1    ensure that:

          (d)  (i) a minimum  amount of Twenty  million  United  States  Dollars
               ($US20,000,000)   shall  be   standing   to  the  credit  of  the
               Guarantor's Account for the period commencing on the date of this
               Guarantee and ending on 31 December 2006 and (ii)  thereafter and
               until the expiry of this Guarantee in accordance with paragraph 4
               hereof a minimum  amount of Twenty  five  million  United  States
               Dollars  ($US25,000,000)  shall be  standing to the credit of the
               Guarantor's   Account  and  further  ensure  that  there  are  no
               Encumbrances  whatsoever  existing  over or in  relation  to such
               minimum amount;

          (e)  it  maintains  cash  balances  of at least Fifty  million  United
               States Dollars (US$50,000,000) in bank accounts in its name or in
               the name of a member of the Group and  agreed by the  Beneficiary
               in writing  from time to time and for the purposes of this clause
               7.2.1(b) the expression  "bank  accounts"  shall exclude any bank
               accounts which are subject to an Encumbrance;

10.2.2    endeavour  that any Excess  Cash Flow in  relation to the Ship will be
          paid into the Guarantor's Account;

10.2.3    provide  details to the  Beneficiary  at three (3)  monthly  intervals
          starting  from the date of this  Guarantee  evidencing  the  operating
          expenses and the Earnings of the Ship;

10.2.4    ensure that its Net Asset  Value at all times  exceeds One hundred and
          twenty five million United States Dollars (US$125,000,000); and

10.2.5    ensure that its Book Equity  shall at all times  exceed  Seventy  five
          million United States Dollars ($US75,000,000).

10.2.6    For the purpose of this paragraph 10, the following  expressions shall
          have the following meanings:

          "Applicable   Accounting   Principles"  means  accounting  principles,
          concepts,  bases and  policies  generally  adopted and accepted in the
          United States of America consistently applied;

          "Book Equity"  means the aggregate of the amounts  paid-up or credited
          as paid-up on the  Guarantor's  issued share capital and the amount of
          the consolidated  capital and revenue reserves of the Group (including
          any share premium  account,  capital  redemption  reserve fund and any
          credit  balance on the  consolidated  profit  and loss  account of the
          Group) all as shown by the latest audited  consolidated  balance sheet
          and  profit  and  loss  account  of the  Group  delivered  under  this
          Guarantee but after:

          (a)  deducting any debit balance on such consolidated  profit and loss
               account;

          (b)  deducting any amount shown in such consolidated  balance sheet in
               respect of goodwill (including goodwill arising on consolidation)
               and other intangible assets;

          (c)  deducting (so far as not otherwise  excluded as  attributable  to
               minority interests) a sum equal to the aggregate of the amount by
               which  the book  value of any fixed  assets of any  member of the
               Group has been written up after 31 December 2005 (or, in the case
               of a company  becoming a subsidiary  after that date, the date on
               which that company  became a subsidiary)  by way of  revaluation.
               For the purposes of this  paragraph  (c) any increase in the book
               value of any  fixed  asset  resulting  from its  transfer  by one
               member of the  Group to  another  member  of the  Group  shall be
               deemed to result  from a writing  up of its book  value by way of
               revaluation;

          (d)  excluding  amounts set aside for  taxation as at the date of such
               balance sheet and making such  adjustments  as may be appropriate
               in respect of any  significant  additional  taxation  expected to
               result from  transactions  carried out by any member of the Group
               after such date and not reflected in that balance sheet;

          (e)  deducting  all  amounts  attributable  to minority  interests  in
               Subsidiaries;

          (f)  making such  adjustments  as may be appropriate in respect of any
               variation in the amount of such paid up share capital or any such
               reserves  after the date of the  relevant  balance  sheet (but so
               that no such adjustment shall be made in respect of any variation
               in profit and loss account  except to the extent of any profit or
               loss,   calculated  on  a  cumulative  basis,   recorded  in  the
               consolidated  profit and loss  account of the Group  delivered to
               the Beneficiary  before the date of this Deed, or under paragraph
               10.1.1 in respect of any subsequent period);

          (g)  making such  adjustments  as may be appropriate in respect of any
               distribution  declared,  recommended or made by any member of the
               Group (otherwise than attributable  directly or indirectly to the
               Guarantor)  out of profits earned up to and including the date of
               the latest  audited  balance sheet of that member of the Group to
               the extent that such  distribution  is not  provided  for in that
               balance sheet;

          (h)  making such  adjustments  as may be appropriate in respect of any
               variation in the interests of the  Guarantor in its  Subsidiaries
               since  the  date of the  latest  published  audited  consolidated
               balance sheet of the Group;

          (i)  if  the  calculation  is  required  for  the  purpose  of  or  in
               connection  with a transaction  under or in connection with which
               any  company  is to  become  or cease to be a  Subsidiary  of the
               Guarantor, making all such adjustments as would be appropriate if
               that transaction had been carried into effect; and

          (j)  making such  adjustments  as may be appropriate in the opinion of
               the Beneficiary in order that the above amounts are calculated in
               accordance with the Original Accounting Principles;

          "Charter  Earnings"  means  all  moneys  whatsoever  from time to time
          payable by the Charterer to the  Beneficiary  under or pursuant to the
          Charter and/or any moneys payable to the Beneficiary under or pursuant
          to this Guarantee  and/or any guarantee,  security or other  assurance
          given to the  Beneficiary  at any time in respect  of the  Charterer's
          obligations under or pursuant to the Charter;

          "Guarantor's Account" means the interest bearing Dollar account of the
          Charter  Guarantor opened or (as the context may require) to be opened
          with the Agent (as defined in paragraph 12 below) with account  number
          24.07.56.150  and  includes  any  sub-accounts  thereof  and any other
          account  designated  in  writing  by the  Agent to be the  Guarantor's
          Account for the purposes of this Guarantee;

          "Earnings" means all earnings of the Ship payable under or pursuant to
          any  charters  entered  into  by  the  Charterer  in  respect  of  the
          employment of the Ship;

          "Encumbrance" means any mortgage,  charge (whether fixed or floating),
          pledge, lien, hypothecation, assignment, trust arrangement or security
          interest or other  encumbrance  of any kind securing any obligation of
          any person or any type of preferential  arrangement (including without
          limitation  title  transfer  and/or  retention  arrangements  having a
          similar effect);

          "Excess  Cash  Flow"  means  any  Earnings  of the Ship  minus (a) the
          aggregate of the Charter  Earnings and (b) the  operating  expenses in
          relation to the Ship;

          "Finance  Lease" means a lease treated as a finance lease  pursuant to
          the Applicable Accounting Principles.

          "Group"  means,  together,  the  Guarantor  and its  Subsidiaries  and
          "member of the Group" means any of them;

          "Net Asset Value" means,  at any relevant  time, the amount in Dollars
          resulting  after  deducting the Total Debt from the Total Market Value
          Adjusted Assets, in either case at such time;

          "Original  Accounting  Principles" means those accounting  principles,
          standards  and  practices  which were used in the  preparation  of the
          consolidated  audited  financial  statements  of  the  Group  as at 31
          December  2005,  and for the year then ended and,  to the extent  that
          they do not conflict with those  principles,  standards and practices,
          such other  accounting  principles,  standards  and  practices as were
          generally  acceptable  in the United  States of America on 31 December
          2005;

          "Subsidiary"  of a person  means any  company  or entity  directly  or
          indirectly  controlled by such person,  and for this purpose "control"
          means  either  the  ownership  of more  than 50% of the  voting  share
          capital (or equivalent  rights of ownership) of such company or entity
          or the  power to  direct  its  policies  and  management,  whether  by
          contract or otherwise;

          "Total Debt" means the aggregate principal amount (including any fixed
          or minimum premium payable on final repayment) of:

          (a)  moneys borrowed or raised by the Guarantor and its Subsidiaries;

          (b)  bonds,  notes, ban stock,  debentures,  commercial paper or other
               debt   securities   issued  by  the   Guarantor  or  any  of  its
               Subsidiaries  not for the time  being  beneficially  owned by the
               Guarantor or any of its Subsidiaries;

          (c)  sums outstanding under acceptances by the Guarantor or any of its
               Subsidiaries or by any bank or acceptance  house under acceptance
               credits opened on behalf of the Guarantor or any Subsidiary;

          (d)  deferred indebtedness of the Guarantor or any of its Subsidiaries
               for payment of the acquisition or  construction  price for assets
               or services acquired or constructed;

          (e)  rental payments under Finance Leases;

          (f)  receivables  sold or  discounted  with a right of recourse to the
               Guarantor or any of its Subsidiaries;

          (g)  the nominal amount of any issued and paid up share capital (other
               than equity share  capital) of any  Subsidiary  not  beneficially
               owned by the Guarantor or another Subsidiary;

          (h)  preference share capital  redeemable prior to the last day of the
               period of the Charter;

          (i)  indebtedness  secured by any Encumbrance  over all or any part of
               the  undertaking,  property,  assets,  rights or  revenues of the
               Guarantor or any of its  Subsidiaries  irrespective of whether or
               not such  indebtedness is supported by a personal covenant on the
               part of the Guarantor or any of its Subsidiaries;

          (j)  indebtedness  incurred  in  respect  of swaps,  forward  exchange
               contracts, futures or other derivatives;

          (k)  any  other  liability  arising  from  a  transaction  having  the
               commercial effect of a borrowing or the raising of money;

          (l)  obligations under guarantees in respect of the obligations of any
               other  person  which,  if such  person  were the  Guarantor  or a
               Subsidiary, would fall within paragraphs (a) to (k) above,

          PROVIDED THAT:

               (i)  moneys  owing  by  the  Guarantor  to a  Subsidiary  or by a
                    Subsidiary to the Guarantor or to another  Subsidiary  shall
                    not be taken into account;

               (ii) the principal  amount of Total Debt deemed to be outstanding
                    in relation to Finance  Leases or hire  purchase  agreements
                    shall  be the  present  value of the  minimum  lease or hire
                    payments  discounted  at the interest  rate  implicit in the
                    relevant lease or hire purchase agreement; and

          "Total Market Value Adjusted Assets" means the aggregate of:

          (a)  the  value  (less   depreciation   computed  in  accordance  with
               generally   accepted    international    accounting    principles
               consistently  applied) on a  consolidated  basis of all  tangible
               fixed assets of the Group, as stated in the relevant consolidated
               financial statements of the Group, but excluding any ships at the
               relevant  time  owned by  members  of the  Group  which,  for the
               purposes of such consolidated financial statements,  are included
               in the  consolidated  tangible fixed assets of the Group (for the
               purposes of paragraphs 10.2 and 10.3, the "Relevant Ships"); and

          (b)  the aggregate of the market value of the Relevant  Ships, as such
               market value shall have been most recently  determined (as of the
               date of the relevant  calculation)  pursuant to the provisions of
               paragraph 10.3 of this Guarantee by means of valuations  obtained
               by the Beneficiary in accordance with the provisions of paragraph
               10.3 of this  Guarantee  (and not the value of the Relevant Ships
               as stated in the relevant  consolidated  financial  statements of
               the Group).

10.2.7    All  the  terms  defined  in  this  paragraph  10.2  and  used in this
          Guarantee are to be determined on a  consolidated  basis in respect of
          the Group and (except as items are  expressly  included or excluded in
          the relevant  definition or clause) are used and shall be construed in
          accordance  with  Applicable  Accounting  Principles and as determined
          from  the  latest  consolidated  financial  statements  of  the  Group
          delivered to the Beneficiary pursuant to paragraph 10.1.1.

10.2.8    The  compliance  of  the  Guarantor  with  the  covenants  set  out in
          paragraphs 10.2.1,  10.2.4 and 10.2.5 shall be determined on the basis
          of  calculations  made by the  Beneficiary at any time by reference to
          then latest consolidated  financial  statements of the Group delivered
          to the Beneficiary  pursuant to paragraph 10.1.1. For the avoidance of
          doubt, it is hereby agreed that the  Beneficiary  shall be entitled to
          make such determinations  and/or calculations at any time when, and in
          relation to any period in relation to which,  the  Guarantor  shall be
          obliged to comply with each of the covenants out in paragraphs 10.2.1,
          10.2.4 and 10.2.5 without regard to when any such financial statements
          are  due to be  delivered  or  have  been  actually  delivered  to the
          Beneficiary pursuant to paragraph 10.1.

10.2.7    For the purposes of this paragraph 10.2:

          (a)  no item  shall be  deducted  or  credited  more  than once in any
               calculation; and

          (b)  any amount  expressed  in a currency  other  than  United  States
               Dollars  shall  be  converted   into  United  States  Dollars  in
               accordance with Applicable Accounting Principles.

10.3      Valuation of Relevant Ships

10.3.1    Valuations

          Each of the Relevant  Ships shall,  for the purposes of this paragraph
          [10], be valued in United States  Dollars as and when the  Beneficiary
          shall require. Each such valuation of a Relevant Ship shall be made by
          an independent firm of shipbrokers appointed by the Beneficiary.  Such
          valuation shall be made without,  unless required by the  Beneficiary,
          physical  inspection,  and on the basis of a sale for prompt  delivery
          for cash at arm's  length,  on normal  commercial  terms as  between a
          willing buyer and a willing seller and without taking into account the
          benefit of any charterparty or other employment of such Relevant Ship.
          The value of each of the Relevant Ships  determined in accordance with
          the  provisions  of this  paragraph  10.3  shall be  binding  upon the
          parties hereto for the purposes of calculating  the Total Market Value
          Adjusted Assets until such time as any further such  valuations  shall
          be obtained.

10.3.2    Information

          The  Guarantor   undertakes  to  the  Beneficiary  to  supply  to  the
          Beneficiary and to any such shipbroker such information concerning any
          Relevant Ship and its  condition as such  shipbrokers  may  reasonably
          require for the purpose of making any such valuation.

10.3.3    Costs


          All costs in connection with the  Beneficiary  obtaining any valuation
          of each of the Relevant Ships referred to in paragraph  10.3.1 of this
          Guarantee shall be borne by the Guarantor.

11        No failure or delay on the part of the  Beneficiary  to  exercise  any
          right,  power or remedy under this Guarantee shall operate as a waiver
          thereof,  nor shall any single or partial exercise by the Beneficiary,
          of any right,  power or remedy preclude any other or further  exercise
          thereof or the  exercise  of any other  right,  power or  remedy.  The
          remedies  provided  in  this  Guarantee  are  cumulative  and  are not
          exclusive of any remedies provided by law.

12        The  Guarantor  may  not  assign  any of  its  rights  or  obligations
          hereunder.  The Beneficiary may assign any of its rights  hereunder to
          (i) Fortis Bank  (Nederland) N.V. of Coolsingel 93, 3012 AE Rotterdam,
          The Netherlands (the "Agent") (acting as security agent and trustee on
          behalf of a syndicate  of banks and other  ancillary  parties)  and/or
          (ii) Maas Capital  Investments B.V. of R.01.1601,  Coolsingel 93, 3012
          AE Rotterdam,  The Netherlands  ("Maas").  The Guarantor hereby agrees
          that it will  promptly  execute  an  acknowledgement  in favour of the
          Agent and/or Maas of any notice of assignment delivered to it relating
          to any such assignment.

13        Every claim or notice under this Guarantee shall be in writing and may
          be given or made by post or fax to the Guarantor or the Beneficiary at
          their respective  addresses given above or to another address notified
          by the  Guarantor or the  Beneficiary  (or its  assignee) to the other
          under  this  Guarantee.  Every  notice  shall be  deemed  to have been
          received,  in the case of a fax at the time of despatch (provided that
          if the date of  despatch  is not a working  day in the  country of the
          addressee,  it shall be deemed  received on the next working day), and
          in the case of a letter, when delivered.

14        (a) This  Guarantee  shall be governed by and  construed in accordance
          with English law.

          (b)  The Guarantor  agrees,  for the benefit of the Beneficiary,  that
               any legal action or  proceedings  arising out of or in connection
               with  this  Guarantee  may be  brought  in  English  courts.  The
               Guarantor   irrevocably  and   unconditionally   submits  to  the
               jurisdiction of such courts and irrevocably designates,  appoints
               and  empowers  Top  Tankers  (UK)  Limited  at present of 50 Park
               Street,  W1K 2JJ,  London,  England to receive  for it and on its
               behalf,  service or process  issued out of the English  courts in
               any such legal  action or  proceedings.  The  submission  to such
               jurisdiction  shall  not (and  shall not be  construed  so as to)
               limit the right of the  Beneficiary to take  proceedings  against
               the  Guarantor  in any other court of  competenLjurisdiction  nor
               shall the taking of proceedings in any one or more  jurisdictions
               preclude  the taking of  proceedings  in any other  jurisdiction,
               whether concurrently or not.

15        No  term  of this  Guarantee  shall  be  enforceable  pursuant  to the
          Contracts  (Rights of Third Parties) Act 1999 by a person who is not a
          party to this Guarantee.

Yours faithfully


Andreas Louca
EXECUTED as a DEED BY
for and on behalf of
TOP TANKERS INC.
Pursuant to a Power of Attorney
dated 8 March 2006
In the presence of:

Witness:  /s/ Helen Dawson

Name:  Helen Dawson

Address:

Occupation:  Trainee Solicitor - Norton Rose