Exhibit 4.19

                                    Guarantee

                                                                15 March 2006


To: KOMARF HOPE 29 Shipping Company (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.
          "Flawless"  (the "Ship") to PYLIO  SHIPPING CO. LTD (the  "Charterer",
          which  expression  includes its successors and assigns)  pursuant to a
          "Barecon  2001"  bareboat  charter dated 9 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        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.

11        The  Guarantor  may  not  assign  any of  its  rights  or  obligations
          hereunder.  The Beneficiary may assign any of its rights  hereunder to
          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).  The
          Guarantor   hereby   agrees   that  it  will   promptly   execute   an
          acknowledgement  in favour of the  Agent of any  notice of  assignment
          delivered to it relating to such assignment.

12        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.

13        (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 competent  jurisdiction  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.

14        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

EXECUTED as a DEED
By:  Stamatis Tsantanis
for and on behalf of
TOP TANKERS INC.
Pursuant to a Power of Attorney
dated 8 March 2006

In the presence of:
Witness: /s/ Andreas Louka
Name: Andreas Louka
Address:  Top Tanker Management Inc.
          109-111 Messogron Av. 15526 Greece
Occupation:  Advocate