Exhibit 4.39

                                    Guarantee
                                                                   14 March 2006


To:  Kemp   Maritime  S.A.  of  80,  Broad   Street,   Monrovia,   Liberia  (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  (as  amended  and
     supplemented from time to time, the "Charter")  between the Beneficiary and
     the Charterer and (ii) US$1 and other good and valuable  consideration (the
     receipt and adequacy of which is hereby  acknowledged) we, Top Tankers Inc.
     (the  "Guarantor")  irrevocably and  unconditionally  guarantee the due and
     punctual  payment of all sums payable by the  Charterer to the  Beneficiary
     under or  pursuant  to the  Charter  (including,  without  limitation,  all
     charterhire,  interest,  fees, costs,  charges and expenses)  together with
     interest to the date of payment (as well after as before  judgment) at such
     rates  and upon  such  terms as may from  time to time be  expressed  to be
     payable by the Charterer and any damages  (whether  liquidated or otherwise
     for breach of the Charter) on a full and  unqualified  indemnity  basis and
     undertake  that if for any reason the Charterer  shall fail to pay any sums
     due under or pursuant to the Charter on the due date of payment  thereunder
     the Guarantor shall, on demand by the Beneficiary, unconditionally pay such
     sum to the Beneficiary.

2    As a separate and independent  stipulation,  the Guarantor  irrevocably and
     unconditionally agrees that if any purported obligation or liability of the
     Charterer  which would have been the subject of this  Guarantee had it been
     valid and  enforceable is not or ceases to be valid or enforceable  against
     the  Charterer  on  any  ground  whatsoever  whether  or not  known  to the
     Beneficiary  (including,  without  limitation,  any  irregular  exercise or
     absence of any  corporate  power or lack of authority of, or breach of duty
     by, any person purporting to act on behalf of the Charterer or any legal or
     other  limitation,  whether under the  Limitation  Acts or otherwise or any
     disability  or  incapacity  or  any  change  in  the  constitution  of  the
     Charterer) the Guarantor shall nevertheless be liable to the Beneficiary in
     respect of that purported obligation or liability as if the same were fully
     valid  and  enforceable  and the  Guarantor  were the  principal  debtor in
     respect thereof.  The Guarantor hereby agrees to keep the Beneficiary fully
     indemnified  on demand  against all  damages,  losses,  costs and  expenses
     arising from any failure of the  Charterer to perform or discharge any such
     purported   obligation   or   liability   or   from   any   invalidity   or
     unenforceability of any of the same against the Charterer.

3    The Guarantor's  liability under this Guarantee shall not  baslischarged 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;

     (c)  at  the  time  of  the  delivery  of  the  annual  audited   financial
          statements,  a statemerf  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
          ($US20,000,000)  shall be  standing  to the credit of the  Guarantor's
          Account for the period  commencing  on the date of this  Guarantee and
          ending on 31 December 2006 and (ii) thereafter and until the expiry of
          this Guarantee in accordance  with paragraph 4 hereof a minimum amount
          of Twenty five million United States Dollars  ($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 Dollars (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:

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

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

     (c)  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  (c) 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 ffom a writing
          up of its book value by way of revaluation;

     (d)  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;

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

     (f)  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);

     (g)  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;

     (h)  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;

     (i)  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

     (j)  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  financial  statements of the Group as at 31 December
     2005,  and for the year then  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  shall  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 [101
     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 (i) Fortis Bank
     (Nederland) N.V. of Coolsingel 93, 3012 AE Rotterdam,  The Netherlands (the
     "Agent")  (acting as security agent and trustee on behalf of a syndicate of
     banks and other  ancillary  parties)  and/or (ii) Maas Capital  Investments
     B.V. of  R.01.1601,  Coolsingel  93,  3012 AE  Rotterdam,  The  Netherlands
     ("Maas").  The Guarantor  hereby  agrees that it will  promptly  execute an
     acknowledgement  in  favour  of the  Agent  and/or  Maas 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
          another  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   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
for and on behalf of
TOP TANKERS INC.
Pursuant to a Power of Attorney
dated         2006
In the presence of:


Witness: /s/ Christina Economides

Name:  Christina Economides
       Solicitor

Address: Norton Rose

Occupation  Piraeus