EXHIBIT 4.1 DEPOSIT AGREEMENT

Exhibit 4.1

SPARK NETWORKS PLC

AND

THE BANK OF NEW YORK

As Depositary

AND

OWNERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY RECEIPTS

Deposit Agreement

Dated as of                     , 2006

TABLE OF CONTENTS

DEPOSIT AGREEMENT

          DEPOSIT AGREEMENT dated as of                     , 2005 among SPARK NETWORKS PLC, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners (as hereinafter defined) and Beneficial Owners (as hereinafter defined) from time to time of American Depositary Receipts issued hereunder.

W I T N E S S E T H:

          WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company from time to time with the Depositary or with the Custodian (as hereinafter defined), as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

          WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions, as hereinafter provided in this Deposit Agreement;

          NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

     ARTICLE 1. DEFINITIONS.

          The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement:

     SECTION 1.01. American Depositary Shares; Receipts.

          The term “American Depositary Shares” shall mean the securities representing the interests in the Deposited Securities and evidenced by Receipts issued hereunder. Each American Depositary Share shall represent the right to receive the number of Shares specified in Exhibit A to this Deposit Agreement, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with respect to which additional Receipts are not executed and delivered, and thereafter American Depositary Shares shall evidence the rights to receive the amount of Shares or Deposited Securities specified in such

Sections. The term “Receipt” shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing the American Depositary Shares.

     SECTION 1.02. Beneficial Owner.

          The term “Beneficial Owner” shall mean each person owning from time to time any beneficial interest in the Master RECEIPT issued hereunder but who is not the Owner of such Receipt.

     SECTION 1.03. Commission.

          The term “Commission” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

     SECTION 1.04. Company.

          The term “Company” shall mean Spark Networks plc, incorporated under the laws of England and Wales, and its successors.

     SECTION 1.05. Custodian.

          The term “Custodian” shall mean the London office of The Bank of New York, as agent of the Depositary for the purposes of this Deposit Agreement, and any other firm or corporation which may hereafter be appointed by the Depositary pursuant to the terms of Section 5.05, as substitute or additional custodian or custodians hereunder, as the context shall require and shall also mean all of them collectively.

     SECTION 1.06. Deliver; Surrender.

          (a) The term “deliver”, or its noun form, when used with respect to Shares shall mean (i) one or more book-entry transfers to an account or accounts maintained with a depository institution authorized under applicable law to effect book-entry transfers of such securities or (ii) the physical transfer of certificates representing Shares.

          (b) The term “deliver”, or its noun form, when used with respect to Receipts, shall mean (i) one or more book-entry transfers of American Depositary Shares to an account or accounts at The Depository Trust Company (“DTC”) designated by the person entitled to such delivery or (ii) if requested by the person entitled to such delivery, delivery at the Corporate Trust Office of the Depositary of one or more Receipts.

          (c) The term “surrender”, when used with respect to Receipts, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary or (ii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts.

     SECTION 1.07. Depositary; Corporate T