Exhibit 4.45

                            MEMORANDUM OF AGREEMENT

Dated: 14/03/2006




PAGEON SHIPPING COMPANY LIMITED of Limassol, Cyprus
Hereinafter called the Sellers, have agreed to sell, and
COMOROS SHIPPING LIMITED of Nicosia, Cyprus
Hereinafter called the Buyers, have agreed to buy

Name: M.T. VANGUARD

Classification Society/Class: DET NORSKE VERITAS

Built: 1992                   By: Halla Engineering & Heavy Ind. Co. Ltd.,
                                  Inchon, Korea

Flag: Cyprus                  Place of Registration: Limassol

Call Sign:P30F4               Grt/Nrt: 28223/13568



Official Number: IMO 8913605

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 26,100,000  (United  States Dollars Twenty Six million One hundred  thousand
only), subject to the provisions of Clause 17.

2.       Deposit

         Paragraphs 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,  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 atlin-Yosu, S. Korea on 12th and 13th 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)*      Paragraphs 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   whereafter  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

         a) - f) Paragraphs deleted

         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.  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
         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

         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  Three  million  Four  hundred  Ninety
                  thousand  (US$23,490,000),  (the  "Cash  Part of the  Purchase
                  Price") while the balance  amounting to United States  Dollars
                  Two million Six hundred Ten thousand  (US$2,610,000)  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  too   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.       Two (2) legal Bills of Sale 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   Memorandum   and   Articles  of
                  Association of the Sellers, 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 Cyprus 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 as to the Directors,  Shareholders  and registered
                  address  of  the  Sellers'   company   issued  by  the  Cyprus
                  Companies'  Registrar 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 Cyprus  Ships'  Registry  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.       The letter referred into Clause 11.

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

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

         p.       Copies of DOC, SMC, ISSC and SSP and any other documents which
                  may be  required by the  Cypriot  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.

                  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, m, t, u, w and z 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 Cyprus  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 Cypriot Certifying Officer;

         b.       Original  Power of  Attorney  to  Buyers'  representatives  in
                  relation to the above mentioned  transactions,  legalized by a
                  Cypriot 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/ Andria Uma                                      /s/ Alexandra Tatagia
-----------------------------                        ---------------------------
     Andria Uma                                          Alexandra Tatagia
                                                         Attorney-in-fact