Exhibit 4.58

                                    Guarantee

                                                                       June 2006

To: ICON Spotless, LLC a Delaware limited liability company of 2711 Centerville
Road, Suite 400, Wilmington, New Castle County, Delaware 19806, United States of
America (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.
       Spotless (the "Ship") to Idi Shipping  Company Limited (the  "Charterer",
       which  expression  includes its  successors  and  assigns)  pursuant to a
       "Barecon 2001" bareboat charter dated 14 March 2006 between Kemp Maritime
       S.A. of 80 Broad Street, Monrovia, Liberia (the "Original Owner") and the
       Charterer  (the   "Original   Charter")  as  novated  in  favour  of  the
       Beneficiary  and amended  pursuant to a novation  agreement dated 16 June
       2006 made between the Original  Owner,  the Beneficiary and the Charterer
       (the "Novation  Agreement" and together with the Original  Charter and as
       further  amended and  supplemented  from time to time, the "Charter") 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; and

       (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
              ($US20,000,000) shall be standing to the credit of the Guarantor's
              Account for the period  commencing  on the date of this  Guarantee
              and ending on 15 December 2006 and (ii)  thereafter  and until the
              expiry of this  Guarantee in accordance  with paragraph 4 hereof a
              minimum  amount of  Twenty  five  million  United  States  Dollars
              ($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 Ddllars (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:

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

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

       (h)    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 (h) 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;

       (i)    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;

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

       (k)    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);

       (l)    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;

       (m)    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;

       (n)    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

       (o)    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  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, loan 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  shalt  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 Fortis Bank
       NV/SA of Montagne de Parc 3, 1000 Brussels,  Belgium,  acting through its
       Athens branch at 166 Syngrou Avenue, 176 71 Athens,  Greece (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 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   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.

15     Other than with  respect to the  Beneficiary,  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 Eirni Alexandropolou
TOP TANKERS INC.
pursuant to a Power of Attorney
dated 13th June 2006
In the presence of:


     /s/ Vikki Madia
------------------------------

Witness
Name:       Vikki Madia
Address:    Norton Rose
Occupation: Piraeus