Exhibit 4.28

                            MEMORANDUM OF AGREEMENT
                              Dated: 4 April 2006


Parnis Shipping Company Limited, do Top Tanker Management Inc, 109-1l1 Messogion
Avenue,  Athens, 115 26 Greece  hereinafter  called the Sellers,  have agreed to
sell, and Partankersill AS, Dronning Mauds gate 3, 0114 Oslo, Norway

hereinafter called the Buyers, have agreed to buy

Name: "Stainless"

Classification Society/Class: ABS

Built: 1992                      By: Samsung Heavy Industries, South Korea

Flag: Marshall Islands           Place of Registration: Majuro, Marshall Islands

Call Sign: V7HI7                 Grt: 80,569, dwt 149,599

IMO Number: 9014822

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  51,600,000  (US dollars  Fifty One Million Six Hundred
     Thousand).
     (subject as stated in Clause 21)

2.   Deposit

     deleted

3.   Payment

The said Purchase Price shall be paid as more  particularly  described in Clause
21 and  in full free  of bank  charges to the Sellers'  bank,  The Royal Bank of
Scotland,  Shipping Business Centre, 0-10 Great Tower Street, London EC3P 3HX 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. (See also Clause 21)

4    Inspections

a)*  The Buyers have inspected and accepted the Vessel's classification records.
     The Buyers have also  inspected  the Vessel atlia Khor  Fakkan,  the United
     Arab  Emirates,  on about 9  February  2006 and have  accepted  the  Vessel
     following this  inspection and therefore the sale is outright and definite,
     subject only to the terms and conditions of this Agreement.

*    4 a) and. 4b) , are  alternatives;  delete whichever is not applicable.  In
     the absence of deletions, alternative 4a) 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 7, and 3 days  approximate  notice of the
     estimated  time of  arrival at 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 by mutual agreement  between
     the Buyers and the Sellers.  Latest with the 3 days  approximate  notice of
     delivery Sellers to nominate exact delivery place.

     Expected time of delivery  Between 27th March,  2006 and 1st May, 2006

     Date of cancelling (see Clauses 5 c) 6 b) (iii) and 14): 2nd May 2006

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 of either  cancelling  this  Agreement in  accordance  with
     Clause 14 within 2 7-running  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  7-  running  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, whereafter-this Agreement shall be null and void.

6.   Drydocking/Divers Inspection

     deleted

7.   Spares/bunkers, etc.

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  lout
(.)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 if
they are the property of the Sellers.

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):

(See Clause 20)

8.   Documentation (See also Clause 19)

The place of dosing: Piraeus/New York

At the time of delivery  the Buyers and  Sellers  shall sign and deliver to each
other a Protocol  of Delivery  and  Acceptance  confirming  the date and time of
delivery of the Vessel from the Sellers to the Buyers.

At the time of delivery the Sellers shall hand to the Buyers the  classification
certificate(s)  as well as all plans etc., which are on board the Vessel.  Other
certificates  which are on board the  Vessel  shall  also be handed  over to the
Buyers  unless the Sellers are required to retain same, in which case the Buyers
to have the right to take copies. Other technical  documentation which may be in
the  Sellers'  possession  shall be  promptly  forwarded  to the Buyers at their
Buyers expense, if they so request.  The Sellers may 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
encumbrances,  mortgages and maritime liens or any other debts  whatsoever.  The
Sellers  hereby  undertake to indemnify the Buyers against all  consequences  of
claims made  against the Vessel  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
under the Buyers' flag shall be for the Buyers' account, whereas similar charges
in  connection  with  the  closing  of the  Sellers'  register  shall be for the
Sellers' 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  class  maintained  without
condition/recommendation*,  free of average 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,  valid and
unextended   without   condition/recommendation'   by  Class  or  the   relevant
authorities at the time of delivery.

"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

     deleted


13.  Buyers' default

Should the Purchase Price not be paid in accordance with Clause 3 and Clause 21,
the Sellers  have the right to cancel the  Agreement,  and 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  provided  always  that the  Sellers  shall be  granted a maximum of 3
banking days after Notice of Readiness has been given to make  arrangements  for
the  documentation  set out in Clause 8. 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 costs
and expenses together (including,  without limitation,  any break funding costs)
with interest if their failure is due to proven  negligence  and they shall make
due  compensation  for the Buyers'  loss  whether or not the Buyers  cancel this
Agreement.

15.  Buyers' representatives

     deleted

16.  Arbitration

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 1950 and 1979 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.

17.  The Buyers (as  owners)  have  entered  into a bareboat  charterparty  (the
     "Charter") of even da herewith with the Sellers (as charterers), whereunder
     the Vessel is  chartered  to the  Sellers for such period and on such terms
     and  conditions as more  particularly  described  therein.  Delivery of the
     Vessel  to  the  Buyers  under  this  Agreement  shall  be  subject  to the
     simultaneous  delivery to and acceptance by the Buyer (as charterers) under
     the Charter.

18.  Delivery  of the  Vessel at sea (if  applicable)  shall be  subject  to any
     necessary consents from to Vessel's register and insurers.

19.  In addition to the documents listed in Clause 8, the Sellers and the Buyers
     shall  agree and  provide  such  additional  and normal  documentation  for
     closing as is reasonably  required by the Sellers and the Buyers, a list of
     which  shall be  separately  agreed  between the  parties  latest  within 3
     Banking Days from the execution of the MoA, and  incorporated  into the MoA
     by way of an Addendum hereto, and which shall include,  without limitation,
     (i)    a    multipartite     agreement    between    the    Sellers,    the
     BuyersT4he-Buyerel-bank  and  the  current  time-charterer  of the  Vessel,
     confirming,  inter alia,  the  time-charterer's  consent to the sale of the
     Vessel to the Buyer,  and the  assignment  and step-in rights to the Buyers
     and Buyers' bank in the event of a breach by the Sellers (in their capacity
     as  charterers)  under this  Charter,  and (ii) a  co-ordination  agreement
     between  the   Sellers,   the  Buyers  and  Buyers'  bank   regarding   the
     subordination  and  coordination  of  rights  between  the  first  priority
     interest  of the banks and the second  priority  interest of the Sellers in
     relation to the Sellers' credit referred to in Clause 21 (iii).

20.  Remaining  stores,  provisions,  bunkers and  lubricating  oils onboard the
     Vessel at the time of delivery  hereunder  shall remain the property of the
     Sellers.

21.  Of the total purchase price of USD 51,600,000 (US Dollars Fifty One Million
     Six Hundred  Thousand)  (the  "Purchase  Price")  the Buyers  shall pay USD
     [45,375,300]  (US Dollar forty five million  three hundred and seventy five
     thousand  three hundred) to the Royal Bank of Scotland,  Shipping  Business
     Centre,  5-10 Tower  Street  London  EC3P 3HX,  SORTCODE:  16-0101,  SWIFT:
     RBOSGB2L,  IBAN:GB49 RBOS1663 0000311964,  IBANBIC:  RBOSGB2L, ACCOUNT KEY:
     TOPTAN-USD1,   BENEFICIARY:TOPTANKERS  INC  (correspondent  bank:  American
     Express Bank Limited,  New York - SWIFT:  AEIBUS33XXX) as and when provided
     in Clause 3 immediately after the Sellers have taken delivery of the Vessel
     as charterers under the Charter, provided that:

          (i) The Buyers shall be entitled to deduct USD  {703,500-3  (US Dollar
          seven  hundred and three  thousand  five  hundred)  from the  Purchase
          Price,  being an amount  equal to the first  hire  payment  due to the
          Buyers by the Sellers as charterers under the Charter. If Buyers elect
          to make such deduction,  the cash element to the Purchase Price as set
          out in (a) above  shall be reduced  accordingly  and the Buyers  shall
          provide to the Sellers as  charterers a commercial  invoice  crediting
          amount to them under the Charter.

          (ii)  Commission in the amount of USD 361,200 (US Dollar three hundred
          and sixty one thousand two hundred) shall be payable to Pareto Private
          Equity ASA upon  delivery of the Vessel under this  Agreement  and the
          Charter  and the Buyers  shall be  entitled to deduct such amount from
          the cash element of the Purchase Price and make such payment on behalf
          of the Sellers.

          (iii) The amount of USD 5,160,000 (US Dollars five million one hundred
          and sixty  thousand)  shall be deducted and deferred to be paid by the
          Buyers  on such  terms  and  conditions  set out in more  detail  in a
          certain  Seller's Credit  Agreement of even date herewith entered into
          between the Sellers and the Buyers.

22.  All costs and expenses arising in connection with the Initial  registration
     of the  Vessel  in the  name  of the  Buyers  and in  connection  with  the
     maintenance of such  registration  shall be borne by the Buyers and, if and
     to the extent from time to time paid by Sellers  shall be reimbursed by the
     Buyers to the Sellers upon written demand.

For and on behalf of                        For and on behalf of
Imitos Shipping Company Limited             Partankers III AS



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