Exhibit 4.50

                            MEMORANDUM OF AGREEMENT

                                Dated 14/03/2006


GRAMOS SHIPPING COMPANY INC. of Marshall Islands
Hereinafter called the Sellers, have agreed to sell, and
STARCRAFT MARINE CO. of Marshall Islands
Hereinafter called the Buyers, have agreed to buy

Name: M/T FAITHFUL

Classification Society/Class: Lloyds Register of Shipping

Built:   1992

By:      Tsuneishi Shipbuilding Co. Ltd., Japan

Flag:    Marshall Islands

Place of registration: Majuro

Call Sign: V7DP9

Grt/Nrt: 25887/12610

Official Number: 1689

Hereinafter called the Vessel, on the following terms and conditions:

Definitions

"Banking  days"  are days on which  banks are open  both in the  country  of the
currency  stipulated  for the  Purchase  Price in  Clause 1 and in the  place of
closing stipulated in Clause 8.

"In  writing" or  "written"  means a letter  handed over from the Sellers to the
Buyers or vice versa, a registered letter,  telex,  telefax or other modern form
of written communication.

"Classification Society" or "Class" means the Society referred to in line 4.

1.   Purchase price

USD 25,500,000  (United States Dollars Twenty Five million Five hundred thousand
only), subject to the provisions of Clause 17.

2.   Deposit

     deleted

3.   Payment (See also Clause 17)

The said Purchase Price less Sellers'  Credit (as defined in Clause 17) shall be
paid free of bank  charges  to The Royal  Bank of  Scotland,  Shipping  Business
Centre, 5-10 Great Tower Street,  London EC3P 3HX, Sort Code:  16-01-01,  Swift:
RBOSGB2L,  Account  Key:  TOPTAN-USD1,  lban:  GB49  RBOS  1663  0000  3119  64,
Beneficiary:  Top  Tankers  Inc.,  Correspondent  Bank:  American  Express  Bank
Limited, New York - Swift AEIBUS33XXX

on delivery of the Vessel, but not later than 3 banking days after the Vessel is
in every respect  physically ready for delivery in accordance with the terms and
conditions  of this  Agreement  and  Notice  of  Readiness  has  been  given  in
accordance with Clause 5.

4.   Inspections

     a)*  The Buyers have  inspected  and accepted  the Vessel's  classification
          records. The Buyers have also inspected the Vessel in New York, U.S.A.
          on 24th  February  2006 and have  accepted the Vessel  following  this
          inspection and the sale is outright and definite,  subject only to the
          terms and conditions of this Agreement.

     b)*

     *    4 a) and 4 b) are alternatives; delete whichever is not applicable. In
          the absence of deletions, alternative 4 a) to apply.

5.   Notices, time and place of delivery

     a)   The  Sellers  shall  keep the Buyers  well  informed  of the  Vessel's
          itinerary and shall provide the Buyers with 2 days approximate  notice
          of the estimated  time of readiness  for and of the intended  place of
          delivery.  When the  Vessel is at the place of  delivery  and in every
          respect   physically  ready  for  delivery  in  accordance  with  this
          Agreement,  the  Sellers  shall  give the  Buyers a written  Notice of
          Readiness for delivery.

     b)   The Vessel shall be delivered  and taken over safely  afloat at a safe
          and accessible berth or anchorage or at high sea.

          In the Seller's option.  In case the Vessel be delivered with cargo on
          board the Sellers shall on delivery provide a confirmation  from their
          P&I Club that the latter  shall  continue to cover the Vessel in every
          respect irrespective of the Vessel's transfer of ownership.

          Expected time of delivery: Between 15th March and 30th March 2006

          Date of canceling  (see  Clauses 5 c), 6 b) (iii) and 14):  30th March
          2006, in Buyers' option.

     c)   If the Sellers  anticipate that,  notwithstanding  the exercise of due
          diligence  by them,  the Vessel will not be ready for  delivery by the
          cancelling date they may notify the Buyers in writing stating the date
          when they  anticipate  that the Vessel will be ready for  delivery and
          propose a new cancelling  date. Upon receipt of such  notification the
          Buyers  shall have the option  either  cancelling  this  Agreement  in
          accordance  with  Clause 14 within 2 Banking  days of  receipt  of the
          notice or of accepting the new date as the new cancelling date. If the
          Buyers have not declared their option within 2 Banking days of receipt
          of the Sellers' notification or if the Buyers accept the new date, the
          date proposed in the Sellers'  notification  shall be deemed to be the
          new cancelling  date and shall be substituted  for the cancelling date
          stipulated in line 61.

          If this Agreement is maintained with the new cancelling date all other
          terms and conditions  hereof including those contained in Clauses 5 a)
          and 5 c)  shall  remain  unaltered  and  in  full  force  and  effect.
          Cancellation or failure to cancel shall be entirely without  prejudice
          to any claim for damages  the Buyers may have under  Clause 14 for the
          Vessel not being ready by the original cancelling date.

     d)   Should the Vessel become an actual,  constructive or compromised total
          loss before delivery this Agreement shall be null and void.


6.   Drydocking/Divers inspection

     deleted


7.   Spares/bunkers, etc. (See also Clause 19)

The Sellers shall deliver the Vessel to the Buyers with everything  belonging to
her on board and on shore.  All spare parts and spare equipment  including spare
tail-end  shaft(s)  and/or  spare   propeller(s)/propeller   blade(s),  if  any,
belonging  to the Vessel at the time of  inspection  used or unused,  whether on
board or not shall  become the Buyers'  property,  but spares on order are to be
excluded.  Forwarding  charges,  if any, shall be for the Buyers'  account.  The
Sellers  are not  required  to replace  spare  parts  including  spare  tail-end
shaft(s) and spare propeller(s)/propeller  blade(s) which are taken out of spare
and used as replacement  prior to delivery,  but the replaced items shall be the
property of the Buyers. The radio installation and navigational  equipment shall
be included in the sale without  extra  payment.  Unused  stores and  provisions
shall be  included  in the sale and be taken  over by the Buyers  without  extra
payment.

The Sellers have the right to take ashore crockery,  plates,  cutlery, linen and
other  articles  bearing the Sellers'  flag or name,  provided they replace same
with similar unmarked items.  Library,  forms, etc.,  exclusively for use in the
Sellers' vessel(s), shall be excluded without compensation. Captain's, Officers'
and Crew's personal belongings  including the slop chest are to be excluded from
the sale, as well as the following  additional  items (including items on hire):
none.

8.   Documentation (See also Clause 21)

The place of closing: Piraeus Greece

At the time of  delivery  the  Sellers  shall hand to the  Buyers  copies of the
classification      certificate(s)      as      well      as      all      other
trading/national/international  certificates  and plans etc., which are on board
the Vessel.  Copies of other  certificates  which are on board the Vessel  shall
also be handed over to the Buyers. Copies of other technical documentation which
may be in the Sellers'  possession shall be promptly  forwarded to the Buyers at
their expense, if they so request.  The Sellers will keep the Vessel's log books
but the Buyers to have the right to take copies of same.

9.   Encumbrances

The Sellers  warrant  that the  Vessel,  at the time of  delivery,  is free from
charters other than as provided in Clause 20 (which the Sellers warrant will not
affect the smooth  delivery of the Vessel  hereunder  and/or  under the Bareboat
Charter referred into Clause 18), encumbrances,  mortgages and maritime liens or
any other debts and claims whatsoever. The Sellers hereby undertake to indemnify
the Buyers against all consequences of claims made against the Vessel and/or the
Buyers which have been incurred prior to the time of delivery.


10. Taxes, etc.

Any taxes, fees and expenses in connection with the purchase and registration of
the Buyers' title at the Vessel's Registry shall be for the Buyers' account.


11.  Condition on delivery

The Vessel with  everything  belonging to her shall be at the Sellers'  risk and
expense  until she is  delivered  to the  Buyers,  but  subject to the terms and
conditions of this Agreement she shall be delivered and taken over as she was at
the time of inspection,  fair wear and tear excepted.  However, the Vessel shall
be   delivered    with   her   present    class   fully    maintained    without
condition/recommendation*,  free of average and damage  affecting  the  Vessel's
class, and with her classification  certificates and national  certificates,  as
well as all other certificates the Vessel had at the time of inspection,  clean,
valid and  unextended  for a period  of not less than 3 months  from the time of
delivery without  condition/recommendation* by Class or-the relevant authorities
at the time of delivery,  save for the currently  existing two (2) conditions of
Class,  namely items 008 and 009, which the Sellers hereby undertake to at their
own time and expense and not later than the Vessel's next special survey rectify
same to the full  satisfaction  of the  Class.  The  Sellers  shall on  delivery
provide a letter of  undertaking  to such  effect.  In addition to the above and
without prejudice thereto the Sellers hereby undertake to, at their own time and
expense  and not later  than the  Vessel's  next  special  survey,  upgrade  the
coatings of all the Vessel's ballast tanks so as to bring them up to the highest
classification  standards  and be  described  by the  Class as  being in  "good"
condition. The Sellers shall provide on delivery a letter of undertaking to such
effect.

"Inspection" in this Clause 11, shall mean the Buyers'  inspection  according to
Clause 4 a) or 4 b),  if  applicable,  or the  Buyers'  inspection  prior to the
signing of this Agreement.  If the Vessel is taken over without inspection,  the
date of this Agreement shall be the relevant date.

*    Notes,  if  any,  in  the  surveyor's  report  which  are  accepted  by the
     Classification Society without condition/recommendation are not to be taken
     into account.


12.  Name/markings

Buyers  shall be allowed  to keep the name of the Vessel and any  marking on the
Vessel's funnel or hull, in general.


13.  Buyers' default

Should the Cash Part of the Purchase Price (as defined in Clause 17) not be paid
in accordance with Clause 3, the Sellers have the right to cancel the Agreement,
the Sellers shall be entitled to claim further compensation for their losses and
for all expenses incurred together with interest.


14.  Sellers' default

Should the Sellers fail to give Notice of Readiness in accordance  with Clause 5
a) or fail  to be  ready  to  validly  complete  a legal  transfer  by the  date
stipulated  in line 61 the  Buyers  shall  have the  option of  cancelling  this
Agreement.  If after  Notice of  Readiness  has been given but before the Buyers
have taken delivery,  the Vessel ceases to be physically  ready for delivery and
is not made  physically  ready again in every respect by the date  stipulated in
line 61 and new Notice of Readiness  given, the Buyers shall retain their option
to cancel.

Should the Sellers fail to give Notice of Readiness  by the date  stipulated  in
line 61 or fail to be ready to validly  complete a legal  transfer as  aforesaid
they  shall  make due  compensation  to the  Buyers  for their  loss and for all
expenses  together  with  interest  and  whether or not the Buyers  cancel  this
Agreement.

15.  Buyers' representatives

     deleted


16.  Arbitration

a)*  This  Agreement  shall be  governed by and  construed  in  accordance  with
     English law and any dispute arising out of this Agreement shall be referred
     to arbitration in London in accordance  with the  Arbitration  Acts 1996 or
     any statutory  modification or  re-enactment  thereof for the time being in
     force,  one arbitrator being appointed by each party. On the receipt by one
     party of the  nomination in writing of the other party's  arbitrator,  that
     party shall appoint their  arbitrator  within fourteen days,  failing which
     the  decision  of the  single  arbitrator  appointed  shall  apply.  If two
     arbitrators properly appointed shall not agree they shall appoint an umpire
     whose decision shall be final.

*    16  a),  16  b)  and  16 c)  are  alternatives;  delete  whichever  is  not
     applicable. In the absence of deletions, alternative 16 a) to apply.

17.  Sellers' Credit

a) At the time  stipulated in Clause 3, the Buyers shall pay to the Sellers part
of the Purchase Price amounting to United States Dollars Twenty Two million Nine
hundred Fifty thousand (US$22,950,000),  (the "Cash Part of the Purchase Price")
while the balance  amounting to United  States  Dollars Two million Five hundred
Fifty  thousand  (US$2,550,000)  shall be credited (the  "Sellers'  Credit") and
shall be payable in accordance with the terms of this Clause 17.

b) Subject to the provisions of sub-paragraph  17(c)  hereinbelow,  the Sellers'
Credit  shall  be  payable  to the  Sellers  in a  lumpsum,  free  of  interest,
immediately  upon the  expiration of the Bareboat  Charter (as defined in Clause
18) by  effluxion of time or the sale of the Vessel as described in Clause 22(b)
of the Bareboat Charter.

c) In the event that the Bareboat  Charter be  terminated  because of any of the
reasons provided in Clause 28(a) of the Bareboat Charter and/or any other reason
attributable to the Sellers as charterers under the Bareboat Charter,  then upon
such termination taking place, the Purchase Price shall be automatically reduced
by an amount (such amount referred to as "the Purchase Price Reduction  Amount")
which is equal to the  lesser  of (i) the  Sellers'  Credit  and (ii) the  total
amount of hire that would  have been paid to the  Buyers  under the terms of the
Bareboat Charter had the Bareboat Charter  continued  uninterrupted for its full
duration of five years and such  reduction  shall have as a result the reduction
of Sellers' Credit by an amount equal to the Purchase Price Reduction Amount.

As security for the payment of the Sellers' Credit, as provided hereinabove, the
Buyers shall provide the Sellers with a third priority  Preferred  Mortgage over
the Vessel,  being subordinate to a first priority  Preferred  Mortgage over the
Vessel in favour of FORTIS BANK (NEDERLAND) N.V. and a second priority Preferred
Mortgage  over the Vessel in favour of MAAS CAPITAL  INVESTMENTS  B.V.,  as more
particularly described in the Bareboat Charter.

18.  Bareboat Charter

The Sellers (as charterers) and the Buyers (as owners) have agreed to enter into
a Bareboat Charterparty (the "Bareboat Charter") in respect of the Vessel in the
form of the draft  attached  hereto.  The  parties  agree that  payment  for and
acceptance  of the Vessel by the Buyers  under this  Agreement is subject to the
simultaneous  delivery  to and  acceptance  of the  Vessel  by  the  Sellers  as
charterers under the Bareboat Charter.

19.  Bunkers and Lubricants

Remaining  bunkers  and  lubricating  oils on board  the  Vessel  at the time of
delivery  hereunder  shall be and remain the property of the Sellers as bareboat
charterers.

20.  Sub-Charter

The  Vessel  is  currently  chartered  to Mansei  Oil Ltd.  of  Bermuda  under a
"Shelltime 4" time charterparty dated 9 June 2004.

21.  Documentation

In exchange  for  payment of the Cash Part of the  Purchase  Price,  the Sellers
shall furnish the Buyers with the following  original (unless  otherwise stated)
delivery documents:

a.   Six (6)  legal  Bills of Sale  (four  (4)  original  and two (2)  certified
     copies)  transferring  title of ownership to the vessel from the Sellers to
     the Buyers, free of all encumbrances,  mortgages,  maritime liens,  claims,
     taxes and any other debts whatsoever, legalised;'

b.   Minutes  of  a  Joint  Meeting  of  the  Board  of  Directors  and  of  the
     Shareholders  (represented  by proxy) of the Sellers  authorising/approving
     the  Memorandum  of  Agreement  and all the other  terms of the sale of the
     vessel to the Buyers,  as well as the Bareboat Charter and all documents to
     be executed thereunder and hereunder, authorising the issuance of the Power
     of  Attorney  per (d)  herebelow  and  empowering  a person or  persons  to
     sign/execute  all  documents  necessary  for the  sale  (including  without
     limitation  the Bill of Sale) and the  chartering  of the Vessel  under the
     Bareboat  Charter.  Such  Minutes to be signed by all the  Directors of the
     Sellers  and by the  Shareholders'  proxy  and all their  signatures  to be
     legalised;

c.   Power of Attorney in favour of the  signatory(ies)  of the Bill of Sale and
     of all other documents  required for the sale and delivery of the Vessel to
     the  Buyers as well as of the  Bareboat  Charter  and all  documents  to be
     executed thereunder and hereunder, legalised;

d.   Copies of the up-to-date  Articles of Incorporation,  By-Laws,  Transfer of
     Subscription  and  all  organisational  Meetings  evidencing  the  Sellers'
     current  Directors  per (b) above ,  certified as true by a Director of the
     Sellers or their lawyer;

e.   Certificate  of Incumbency  issued by the Sellers'  Secretary,  stating the
     Directors of the Sellers to match those per (b) above legalised;

f.   Certificate  of Good  Standing  of the  Sellers,  issued  by the  competent
     Marshall Islands authority, dated not more than 20 days prior to delivery;

g.   Should any Director or  Shareholder  of the Sellers be a corporate  entity,
     duly  executed  proxy  in  favour  of the  person  representing  same  duly
     certified as a true copy by the Seller's lawyers;

h.   Certificate  of  permission  for transfer of ownership of the vessel to the
     Buyers  confirming  also that  there  are no  outstanding  fees,  taxes and
     charges  in  respect of the Vessel  towards  Marshall  Islands  authorities
     issued by the competent  Marshall Islands authority and dated not more than
     20 days prior to delivery;

i.   Certificate  dated the date of  delivery  of the  vessel to the  Buyers and
     issued by the  competent  Marshall  Islands  authority  showing  the vessel
     registered  in the  ownership  of the  Sellers  free  from  any  registered
     encumbrances and mortgages;

j.   Letter signed by a duly authorised attorney of the Sellers,  confirming and
     warranting  that,  to the best of  Sellers'  knowledge,  the  Vessel is not
     blacklisted or boycotted by any state,  country,  trade or  organization or
     the United Nations.

k.   Class Maintenance Certificate issued by the vessel's Classification Society
     confirming  that the vessel  maintains  her Class  without  any  condition/
     recommendation,  dated not more than 3  running  days  prior to the date of
     delivery of the vessel to the Buyers;

l.   Certified copy of the  Certificate  of Registry and original  International
     Tonnage Measurement Certificate of the vessel;

m.   Without  prejudice to paragraph (m) hereinabove,  the Sellers shall arrange
     for the Vessel's Classification Society to forward directly to the Maritime
     Administrator's Office of the Marshall Islands the following:

     i)  Certificate  of  Confirmation  of Class  dated  not more  than ten (10)
     running days prior to the date of delivery; and

     ii)  A  Statement  or  Affidavit  regarding  status  of  class,   statutory
     certification  and  seaworthiness  of the vessel  (which  should  reach the
     Marshall  Islands  authorities  at least ten (10) days prior to the date of
     delivery);

n.   The last  Special  Survey  Report  and  copies  of the  existing  statutory
     certificates;

o.   The  Vessel's  CSR  together  with  notification  to the  Marshall  Islands
     Registry concerning the transfer of ownership;

p.   Copies  of DOC,  SMC,  ISSC and SSP and any  other  documents  which may be
     required by the Marshall  Islands  Registry for the purpose of  registering
     the Buyers' title thereto;

q.   The Bareboat Charter duly executed;

r.   The  Management  Agreements  governing  the  technical  and the  commercial
     management  of the Vessel upon  delivery  thereof to the Sellers  under the
     Bareboat Charter, duly executed by the managers;

s.   A guarantee agreement (the "Charter  Guarantee") by TOP TANKERS INC. of the
     Marshall Islands (the "Charter  Guarantor"),  guaranteeing as prime obligor
     and not as surety only,  all the  obligations  of the Sellers as charterers
     under the Bareboat Charter and being otherwise in form and terms acceptable
     to the Buyers;

t.   Minutes of a Meeting of the Board of  Directors  of the  Charter  Guarantor
     authorising the execution of the Charter  Guarantee and all documents to be
     executed thereunder,  authorising the issuance of the Power of Attorney per
     (w)  herebelow  and  empowering  a person or  persons to  sign/execute  all
     relevant  documents.  Such Minutes to be signed by all the Directors of the
     Charter Guarantor and all their signatures to be legalised;

u.   Power of Attorney in favour of the  signatory(ies) of the Charter Guarantee
     and of all other documents to be executed thereunder, legalised;

v.   Copies of the  up-to-date  Articles  of  Incorporation  and  By-Laws of the
     Charter Guarantor, certified as true by a Director thereof or their lawyer;

w.   Certificate  of  Incumbency  issued by the Charter  Guarantor's  Secretary,
     stating the Directors of the Charter Guarantor to match those per (v) above
     legalised;

x.   Certificate  of Good  Standing  of the  Charter  Guarantor,  issued  by the
     competent  Marshall Islands authority and dated not more than 20 days prior
     to delivery;

y.   The Collateral  Guarantees,  the assignment of  sub-charters  and all other
     security documents as provided in Clause 32 of the Bareboat Charter;

z.   A joint Protocol of Delivery and Acceptance under this Agreement as well as
     under the Bareboat Charter duly signed by the respective parties.

aa.  The inventory  list referred into Clause 9 of the Bareboat  Charter in form
     and substance acceptable to the Buyers.

bb.  The letters referred into Clause 11.

     All  documents   should  be  in  original  form  unless   otherwise  stated
     hereinabove  and should be in the  English  language or  accompanied  by an
     official translation into English.

     Sellers to provide Buyers with drafts of items a, b, c, e, g, j, t, u, w, z
     and bb for  Buyers'  approval  prior to  execution  at least three (3) days
     prior to  delivery  and with  copies of all  documents  duly  executed  and
     legalized  (where  appropriate)  not later than the date of  tendering  the
     final Notice of Readiness,  with the exception of items i, q, r, s, y and z
     which will be produced on the date of delivery.

     When a document is required to be legalized,  the document may be legalized
     either  by a  Marshall  Islands  Consul  or  Special  agent  or by  way  of
     notarization/apostille.

22.  Buyers' documents

The Buyers shall furnish the Sellers with the following documents on the date of
delivery:

a.   Minutes   of  a  Meeting   of  the  Board  of   Directors   of  the  Buyers
     authorising/approving  the  Memorandum of Agreement and all the other terms
     of the  purchase of the vessel from the Sellers,  the Bareboat  Charter and
     the Third priority  preferred mortgage over the Vessel to be granted by the
     Buyers  in favour of the  Sellers  as  security  for the  Sellers'  Credit,
     authorising  the  issuance of the Power of Attorney  empowering a person or
     persons  to  sign/execute  all  necessary  documents.  Such  Minutes  to be
     legalised by a Cyprus Certifying Officer;

b.   Original  Power of Attorney to Buyers'  representatives  in relation to the
     above mentioned transactions, legalized by a Cyprus Certifying Officer;

c.   Copy of the  Buyers'  Articles  of  Incorporation,  certified  as true by a
     Director of the Buyers or the Buyers' lawyer.

d.   Certificate  of  Incumbency  issued by the  Buyers'  Secretary  stating the
     Directors of the Buyers.

23.  Confidentiality

This Agreement shall be kept strictly private and confidential.

THE SELLERS                             THE BUYERS


/s/ Andreas Louka                       /s/ Alexandra Tatagia
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