Exhibit 4.35

                            MEMORANDUM OF AGREEMENT

                               Dated: 14/03/2006



IDI SHIPPING COMPANY LIMITED of Liberia Hereinafter called the Sellers, have
agreed to sell, and KEMP MARITIME S.A. of Liberia

Hereinafter called the Buyers, have agreed to buy

Name: M.T. SPOTLESS

Classification Society/Class: DET NORSKE VERITAS

Built: 1991

By: Hyundai Heavy Industries Co. Ltd., Ulsan, Korea

Flag: Liberia

Place of Registration: Liberia

Call Sign:ELNJ2

Grt/Nrt: 28223/13568

Register Official Number: 9361

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 24,200,000  (United States Dollars Twenty Four million Two hundred  thousand
only), subject to the provisions of Clause 17.

2.   Deposit

     Paragraph deleted

3.   Payment (See also Clause 17)

The said Purchase Price less Sellers'  Credit (as defined in Clause 17) shall be
paid in full  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,  Iban: 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 at Haifa, Israel on 10th 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)*  Paragaph deleted.

*    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

a)** Paragraph deleted

b)** Paragraph deleted

c)   Paragraph 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 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 may 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 all
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
Buy 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
trader of the  Buyers'  title at the  Vessel's  Registry  flag  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 one (1)
condition of Class, namely item 600 issued on 25/2/05,  which the Sellers hereby
undertake  to at their own time and  expense  and not later  than the 30th April
2006 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 if their failure is duo to proven negligence and
whether or not the Buyers cancel this Agreement.

15.  Buyers' representatives

     Paragraph 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.

b)*  paragraph deleted

c)*  paragraph deleted

*    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 One
     million Seven hundred Eighty thousand  (US$21,780,000),  (the "Cash Part of
     the Purchase  Price") while the balance  amounting to United States Dollars
     Two million Four hundred Twenty thousand  (US$2,420,000)  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 Mansel  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
     Liberian 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  Liberian  authorities  issued by
     Liberian Deputy  Commissioner  for Maritime Affairs 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 a Liberian Deputy  Commissioner  for Maritime Affairs 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 to LISCR, Virginia, USA
     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
          Liberian  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  Liberian  Registry
     concerning the transfer of ownership;

p.   Copies  of DOC,  SMC,  ISSC and SSP and any  other  documents  which may be
     required  by the  Liberian  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 Directory 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 Liberian  Consul (when related to the Sellers) or by a Marshall
     Islands Consul or Special agent (when related to the Charter  Guarantor) 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



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