Exhibit 4.44

                                 TOP TANKERS INC



                                    Guarantee



                                                                   14 March 2006

To:        Tucker  Navigation  Co. 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.  Doubtless (the "Ship") to Falakro 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  be
           discharged in whole or in part or otherwise be affected in any way by
           reason of (a) the Beneficiary  giving the Charterer time or any other
           concession or taking,  holding,  varying,  realising or not enforcing
           any other  security for the  liabilities  of the Charterer  under the
           Charter,  (b) any legal  limitation  or  incapacity  relating  to the
           Charterer,  (c) the invalidity or unenforceability of the obligations
           of the  Charterer  under the Charter or (d) any other act or omission
           of the  Beneficiary  or any  other  circumstances  which but for this
           provision would  discharge the Guarantor and any moneys  expressed to
           be payable by the Charterer  under the terms of the Charter which may
           not be  recoverable  from the  Charterer for any such reason shall be
           recoverable  by the  Beneficiary  from  the  Guarantor  as  principal
           debtor.

4          This Guarantee shall expire upon  termination by effluxion of time of
           the Charter or otherwise in  circumstances  where all  obligations of
           the  Charterer  shall  have  been  irrevocably  and   unconditionally
           discharged in full.

5          The  Beneficiary  may enforce  this  Guarantee  without  first making
           demand on, or taking any proceeding against, the Charterer.

6          All payments by the Guarantor hereunder shall be made without set-off
           or counterclaim and, subject to paragraph 7 hereof, free and clear of
           any deductions or  withholdings  in United States Dollars in same day
           funds  (or  such  other  funds  as may  then  be  customary  for  the
           settlement  of  international   bank  transactions  in  the  relevant
           currency) not later than 10am (local time in the place of payment) on
           the due  date  to the  account  of the  Beneficiary  notified  to the
           Guarantor by the Beneficiary.

7          If at any time the  Guarantor  is required to make any  deduction  or
           withholding  in respect of any taxes  (which for the  purpose of this
           Guarantee  includes all present and future  taxes,  levies,  imposts,
           duties,  fees or charges of whatever  nature  together  with interest
           thereon and penalties in respect  thereof) from any payment due under
           this  Guarantee,  the sum due from the  Guarantor  in respect of such
           payment  shall be increased  to the extent  necessary to ensure that,
           after the making of such deduction or  withholding,  the  Beneficiary
           receives on the due date for such payment (and retains, free from any
           liability  in respect of such  deduction  or  withholding)  a net sum
           equal to the sum which it would have  received had no such  deduction
           or  withholding  been  required  to be made and the  Guarantor  shall
           indemnify the Beneficiary  against any losses or costs incurred by it
           by reason of any failure of the Guarantor to make any such  deduction
           or withholding  or by reason of any increased  payment not being made
           on the due  date for  such  payment.  The  Guarantor  shall  promptly
           delivef 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 statement from the Guarantor's auditors stating the
               respective amounts of the Net Asset Value, Book Equity, the Total
               Debt and the Total Market Value  Adjusted  Assets,  in respect of
               or,  as the case may be, as at the end of the  financial  year to
               which such financial  statements  relate indicating the manner in
               which the same have been calculated and whether or not the limits
               imposed by paragraphs 10.2.1,  10.2.4 and 10.2.5 have or have not
               been exceeded at such time and so that each such statement  shall
               (in the  absence  of  manifest  error  or in the  absence  of the
               Mortgagee   reaching  a  different   determination   pursuant  to
               paragraph 10.2.8) be conclusive evidence of such amounts or facts
               for the purposes of this Guarantee.

10.2       Financial Undertakings

           The Guarantor hereby agrees and undertakes to the Beneficiary that it
           will at all times until expiry of this  guarantee in accordance  with
           paragraph 4 hereof:

10.2.1     ensure that:

           (d) (i) a minimum  amount of Twenty  million  United  States  Dollars
               ($US20,000,000)   shall  be   standing   to  the  credit  of  the
               Guarantor's Account for the period commencing on the date of this
               Guarantee and ending on 31 December 2006 and (ii)  thereafter and
               until the expiry of this Guarantee in accordance with paragraph 4
               hereof a minimum  amount of Twenty  five  million  United  States
               Dollars  ($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  from 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
           [10], be valued in United States Dollars as and when the  Beneficiary
           shall  require.  Each such valuation of a Relevant Ship shall be made
           by an independent  firm of shipbrokers  appointed by the Beneficiary.
           Such  valuation  shall  be  made  without,  unless  required  by  the
           Beneficiary,  physical  inspection,  and on the  basis  of a sale for
           prompt delivery for cash at arm's length,  on normal commercial terms
           as between a willing  buyer and a willing  seller and without  taking
           into account the benefit of any  charterparty or other  employment of
           such  Relevant  Ship.  The  value  of  each  of  the  Relevant  Ships
           determined in accordance  with the  provisions of this paragraph 10.3
           shall  be  binding  upon  the  parties  hereto  for the  purposes  of
           calculating the Total Market Value Adjusted Assets until such time as
           any further such valuations shall be obtained.

10.3.2     Information

           The  Guarantor  undertakes  to  the  Beneficiary  to  supply  to  the
           Beneficiary and to any such shipbroker  such  information  concerning
           any  Relevant  Ship  and  its  condition  as  such   shipbrokers  may
           reasonably require for the purpose of making any such valuation.

10.3.3     Costs

           All costs in connection with the Beneficiary  obtaining any valuation
           of each of the Relevant Ships referred to in paragraph 10.3.1 of this
           Guarantee shall be borne by the Guarantor.

11         No failure or delay on the part of the  Beneficiary  to exercise  any
           right, power or remedy under this Guarantee shall operate as a waiver
           thereof, nor shall any single or partial exercise by the Beneficiary,
           of any right,  power or remedy preclude any other or further exercise
           thereof or the  exercise  of any other  right,  power or remedy.  The
           remedies  provided  in  this  Guarantee  are  cumulative  and are not
           exclusive of any remedies provided by law.

12         The  Guarantor  may  not  assign  any of its  rights  or  obligations
           hereunder.  The Beneficiary may assign any of its rights hereunder to
           (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 any other court of competent  jurisdiction  nor
               shall the taking of proceedings in any one or more  jurisdictions
               preclude  the taking of  proceedings  in any other  jurisdiction,
               whether concurrently or not.

15         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


Andreas Louca
EXECUTED as a DEED BY
for and on behalf of
TOP TANKERS INC.
Pursuant to a Power of Attorney
dated 8 March 2006
In the presence of:

Witness: /s/ Helen Dawson

Name:  Helen Dawson

Address:

Occupation:  Trainee Solicitor - Norton Rose