Exhibit 4.34


                                                                 EXECUTION COPY




Partankers III AS
Dronning Mauds gate 3
P.O. Box 1396 Vika
N-01 14 Oslo
Norway


Your ref:              Our ref:                           Date
                       #949091/4                          4 April 2006


                    RE: BAREBOAT CHARTER FOR CERTAIN VESSELS
                                DEED OF GUARANTEE

This guarantee (the  "Guarantee")  is given on this 4 day of April,  2006 by the
undersigned Top Tankers,  Inc. a company incorporated under the laws of Marshall
Islands, having its registered address at Trust Company Complex Ajeltake Island,
P.O. Box 1405 Majuro,  Marshall  Islands  96960 (the  "Guarantor")  in favour of
Partankers III AS a company  incorporated  under the laws of Norway,  having its
registered  address at Dronning  Maudsgt.  3, P.O. Box 1396 Vika,  N-01 14 Oslo,
Norway (the "Owner").

WHEREAS;-

(A)  By five separate bareboat charter  agreements of even date herewith (each a
     "Charter" and  collectively  the "Charters") made between the Owner and the
     following  companies  (all of which are wholly  owned  subsidiaries  of the
     Guarantor)  as  charterers   (each  a  "Charterer"  and   collectively  the
     "Charterers"),  each of the Charterers has agreed to charter the vessel set
     out opposite its name below on the terms set out therein  (each a "Vessel",
     collectively the "Vessels").


     1.   Parnasos  Shipping  Company  Limited  a  Liberian  corporation       -
                M/V "Faultless"

     2.   Parnis Shipping Company Limited a Marshall  Islands  corporation     -
                M/V "Stainless"

     3.   Imitos Shipping Company Limited a Marshall  Islands  corporation     -
                M/V "Noiseless"

     4.   Mytikas Shipping Company Limited a Marshall Islands  corporation     -
                M/V "Limitless"

     5.   Litochoro  Shipping Company Limited a Marshall  Islands  corporation -
                M/V "Endless"

(B)  As required  pursuant to Clauses 3 6.7.3 of the  respective  Charters,  the
     undersigned   shall  provide  the  Owner  with  a  performance   guarantee,
     whereunder the Guarantor shall guarantee the due and punctual fulfilment of
     all the Charterer's obligations under the Charter;

NOW, THEREFORE, the Guarantor hereby declares as follows;

We, the undersigned, hereby unconditionally and irrevocably guarantee as for our
own debt the due and punctual  performance  in full by each of the Charterers of
all of their  respective  obligations  under the  Charters,  including,  without
limitation, the due and punctual payment of all amounts due under the Charters.

1.  The Guarantor accepts and agrees that:

     (i)   This Guarantee shall remain in full force and effect until all of the
           Charterers'  liabilities  and  obligations  to the Owner  under or in
           respect  of the  relevant  Charters  have been  fully  performed  and
           discharged;

     (ii)  The obligations of the Guarantor  hereunder  shall be  unconditional,
           irrespective   of   the   genuineness,    validity,   regularity   or
           enforceability of the Charters (or any of them);

     (iii) Neither the granting of time or any other indulgence to the Guarantor
           and/or any one or more of the  Charterers  accorded  by the Owner (or
           its  assignee),  nor any  limitation  or lapse of any other  security
           given in connection  with any one or more of the  Charters,  shall in
           any way affect or discharge the liability of the Guarantor under this
           Guarantee.

2.   The Guarantor hereby waives:

     (i)   Any requirement  that the Owner, in case of a breach  occurring under
           any one or more of the  Charters,  first make  demand upon or seek to
           enforce  remedy  against  any one or more of the  Charterers,  or any
           other  security  provider  before  demanding  payment  or  seeking to
           enforce  this  Guarantee;  (ii) Any  right to limit  the  Guarantor's
           liability  under this  Guarantee  resulting  from any failure to give
           notice of any kind;

     (iii) Any right to  exercise  any claim for  reimbursement  from any one or
           more of the Charterers for payments made hereunder or to exercise any
           rights of  subrogation  into the rights of the Owner under any one or
           more of the  Charters  or any  security  issued  or  made in  respect
           thereof  without  the prior  written  consent of the Owner  until and
           unless the Owner shall have received all amounts due or to become due
           to  them  under  the  Charters,   and  the  Vessel  shall  have  been
           redelivered  to  the  Owner  in  accordance  with  the  terms  of the
           Charters.

3.   The Guarantor represents and warrants that:

     (i)   It is a corporation  duly  established,  validly existing and in good
           standing under the laws of the Marshall Islands;

     (ii)  It has  full  power  to  issue  this  Guarantee,  and  the  person(s)
           executing  this  Guarantee on behalf of the  Guarantor  has been duly
           authorised to do so;

     (iii) When  signed,   the  obligations  and  duties  undertaken   hereunder
           constitute the legal and valid obligations of the Guarantor,  ranking
           pari passu with all other  unsecured  obligations  of the  Guarantor,
           enforceable in accordance with its terms as set out herein;

     (iv)  No  action,  suit,  proceeding,  litigation  or dispute  against  the
           Guarantor is currently taking place or pending or threatened,  nor is
           there  subsisting  any judgement or award given against the Guarantor
           before any court, board of arbitration or other body which, in either
           case,  could or might  result in any material  adverse  change in the
           condition (financial or otherwise) of the Guarantor;

     (v)   The  Guarantor is not in default  under any  agreement by which it is
           bound and no event of default  relating to the Guarantor has occurred
           and is continuing,  nor will such a default or event of default occur
           as a  consequence  of the  entering  into  by the  Guarantor  of this
           Guarantee  or  the  performance  by  the  Guarantor  of  any  of  its
           obligations under this Guarantee.

     (vi)  All  consents,  licences,  approvals and  authorisations  required in
           connection with the Guarantor's entering into, performance,  validity
           and  enforceability  of this  Guarantee have been obtained and are in
           full force and effect.

4.   The Guarantor confirms that it is fully aware of the terms of the Charters,
     and hereby  undertakes  and  covenants  that it will until the Vessels have
     been  redelivered  to  the  Owner  in  accordance  with  the  terms  of the
     respective  Charters and all  obligations and liabilities of the Charterers
     under the Charters have been discharged in full:

     (i)   at no time take any step, or permit any circumstance to arise,  which
           might render its obligations hereunder invalid or unenforceable;

     (ii)  in the  event  that the  Guarantor  shall  cease to be  listed on the
           Nasdaq National Market,  provide to the Owner its unaudited  accounts
           per 31.3, 30.6, 30.9 and 31.12 each year within 60 days of the end of
           the relevant period,  and its audited annual  financial  statement as
           soon as available and in no event later than 90 days after the end of
           its financial year;

     (iii) maintain its  ownership of 100 % of the shares in each and all of the
           Charterers;

     (iv)  maintain a Book Equity of minimum USD 75,000,000;

     (v)   maintain a Net Asset Value of minimum USD 125,000,000; and

     (vi)  maintain a minimum Cash of USD 50,000,000.

For the purposes of this clause 4 (iv) - (vi):

     a)    "Book Equity" means booked equity of the Guarantor on a  consolidated
           basis.

     b)    "GAAP"  means  the  generally   accepted   accounting   practice  and
           principles of USA, but always  provided  they are in compliance  with
           the International  Financial  Reporting Standards and Interpretations
           (IFRS) issued by the International Accounting Standards Board (or any
           predecessor or successor thereof) as in force from time to time.

     c)    "Cash"  means  cash in hand or held  with  banks or  other  financial
           institutions of the Guarantor (on a consolidated basis) in Dollars or
           another currency freely convertible into Dollars,  which is available
           as free cash to the Guarantor..

     d)    "Net Asset  Value"  means the net asset value of the  Guarantor  on a
           consolidated  basis, i.e. market value of all of the vessels owned by
           the Guarantor and its subsidiaries  (based on the vessels being ready
           for prompt delivery between working buyer and working seller, free of
           employment,  and as valuated by either  Platou,  Bremar,  Clarkson or
           Fearnleys to be appointed  by the Owner) less  consolidated  net debt
           (excluding however intra-group transactions).

The  financial  covenants  in  clause  4 (iv) - (vi)  above  shall  apply to the
Guarantor  on a  consolidated  basis  and shall be  measured  at the end of each
fiscal quarter by the Owners based on the latest financial statements and/or the
annual audited financial  statements  published (and otherwise  delivered to the
Owners as the case may be) by the Guarantor  prepared in  accordance  with GAAP.
The  Guarantor  shall as soon as  possible  and  within 60 days of the  relevant
period  supply  and  deliver to the Owner,  together  with the latest  financial
statements  and/or  the  annual  audited  financial  statements   published,   a
Compliance Certificate in the form as set out in Schedule 1 hereto.

The  Guarantor  specifically  confirms  that it is aware of  clauses  46.1.5 and
46.1.12 of the Charters,  and acknowledges the implications  thereof in relation
to the Charterers and the Charters. The Guarantor undertakes to notify the Owner
promptly upon becoming aware of any fact or  circumstance  which may result in a
situation as contemplated in either of said clauses in the Charters.

The  obligations  of  the  Guarantor  hereunder  shall  not  be  subject  to any
reduction, limitation or termination for any reason, and shall not be subject to
any defence of setoff,  counterclaim or termination  whatsoever by reason of the
invalidity or unenforceability of any one or more of the Charters or otherwise.

Any claim hereunder shall be presented in writing at the following address:

Top Tankers Inc.
109-111 Messogion Av.,
Politia Centre, Bldg C1
Athens 115 26
Greece

The Owner may serve one or several demands under this Guarantee.

If the Guarantor moves to other premises, the Guarantor shall immediately notify
the Owner of relevant new contact details.

The  Guarantor  acknowledges,  that under the terms of the  Charters,  the Owner
shall be entitled to assign  their  rights and  benefits  hereunder to any other
person,  including but not limited to their  financiers,  currently being Nordea
Bank Norge ASA, and the  Guarantor  acknowledges  that both the Owner and Nordea
Bank  Norge  ASA  have  full  step in  rights  to the  Charters.  The  Guarantor
undertakes to  acknowledge,  observe and be bound by any notice of assignment as
aforesaid.

This  Guarantee  shall be governed by and construed in  accordance  with English
law, and the Guarantor submits to the  jurisdictions of the English courts.  The
Guarantor hereby irrevocably  appoints Top Tankers (UK) Limited,  50 Park Street
W1K2JJ, London as its process agent in England.


-----------------------
TOP TANKERS INC.
By:
Title:

Witnessed by:



------------------------                        -----------------------------
Name:                                           Name:
Title:                                          Title:


<PAGE>


                                   SCHEDULE 1



To: Partankers III AS

Date [ ]

RE: DEED OF GUARANTEE DATED [ ] 2006 - Compliance Certificate

We refer to the Deed of Guarantee granted in favour of you dated [ ] 2006.
Capitalised terms defined in the Deed of Guarantee shall have the same meaning
when being used in this Compliance Certificate.

With reference to the financial covenants in clause 4 (iv)-(vi) of the Deed of
Guarantee we confirm that as at [ ] we maintain

a Book Equity of minimum USD [];

a Net Asset Value of minimum USD [ ]; and

a minimum Cash of USD [ ].

Each of the finance  covenants in clause 4 (iv)-(vi) of the Deed of Guarantee is
thus [not] satisfied.


Yours sincerely
For and on behalf of
Top Tankers Inc.



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