Table of Contents
Exhibit
10.21.1

Confidential Materials omitted and filed separately
with the Securities and Exchange Commission. Asterisks denote
omissions.


		[Stamp: Registered by the Legal
Department
 No. VT-358/0506
May  16,  2006
]
[Signature]




SUPPLEMENTARY
AGREEMENT

to Agreement No. VT-23/0106 dated
January  30,  2006

This SUPPLEMENTARY
AGREEMENT (the Supplementary Agreement) to Agreement No.
VT-23/0106 dated January  30,  2006 (the Agreement)
is made in Moscow, on May  16,  2006, by and between:


CTC Media Inc.    (hereinafter referred to as
CTC) represented by its General Director and Chief Executive
Officer A. E. Rodnyansky acting on the basis of CTC Board of Directors
Resolution dated August  2,  2004 and Power of Attorney No.
99NP dated September  21,  2004;


ZAO
Video International Trend (Russian name: ЗАО
«Видео
Интернэшнл
«Тренд») (Primary
State Registration Number (OGRN) 1027700294071) (hereinafter
referred to as the Agency), a closed stock company represented
by its General Director I.A. Matyushenko acting on the basis of the
Agency’s Articles of Association; and


ZAO
Video International Group of Companies (Russian name:
ЗАО
«Группа
компаний
«Видео
Интернэшнл»)
(hereinafter referred to as the Company), a closed stock company
represented by its General Director S.A. Vasilyev acting on the basis
of the Company’s Articles of Association:

CTC, the
Agency and the Company being hereinafter collectively referred to as
the Parties.

WHEREAS, Russian Federal Law No.
38-FZ ‘‘On Advertising’’ dated March
13,  2006 comes into effect as of July  1,  2006, and
whereas the said law introduces new terms and definitions used in the
Agreement and also provides for certain changes and amendments to the
existing terms and definitions used in the Agreement as well as to the
scope of and the procedure for TV advertising;

NOW,
THEREFORE, the Parties have agreed as follows:

		
	1. 	Paragraph 2 of Clause 2 of the
Agreement shall read as follows:


‘‘The
Parties agree that the proposed periods of time to be made available by
regional Broadcasters for advertising between 7:00 a.m. and 1:00 a.m.
of the following day shall be as
follows:

		
	— 	In the period
between January  1,  2006 and June  30,
2006, six percent (6%) of the total daily duration of the
relevant Network Programming Block (in accordance with the terms and
conditions of the relevant network TV Channel distribution agreement
concluded with the specific Broadcaster), excluding Regional
Broadcasting Slots, and all the advertising time during the Regional
Broadcasting Slots as permitted by the existing laws (in accordance
with the programming of such specific Broadcaster), unless otherwise
provided for in Paragraph 14 of this Clause.


		
	— 	In the period between
July  1,  2006 and December  31,  2007, the
said advertising time periods shall be as follows:


			
		• 	Three point seven five percent
(3.75%) of the total daily duration of the relevant CTC Network
Programming Block (in accordance with the terms and conditions of the
relevant network CTC TV Channel distribution agreement concluded with
the specific Broadcaster), excluding Regional Broadcasting Slots. The
Parties agree that the advertising time shall not exceed five percent
(5%) of each astronomical hour of the Network Programming Block
or three point seven five percent (3.75%) of the total daily
duration of the Network Programming Block;









Table of Contents
			
		• 	Four
point five percent (4.5%) of the total daily duration of the New
Channel (ESMI Domashny) Network Programming Block (in accordance with
the terms and conditions of the network Domashny Channel distribution
agreement concluded with the specific Broadcaster), excluding Regional
Broadcasting Slots. The Parties agree that the advertising time shall
not exceed six percent (6%) of each astronomical hour of the
Network Programming Block or four point five percent (4.5%) of
the total daily duration of the Network Programming
Block;


plus all the advertising time during the Regional
Broadcasting Slots as permitted by the existing laws (in accordance
with the programming of such specific Broadcaster), unless otherwise
provided for in Paragraph 14 of this
Clause.’’

		
	— 	In
the period starting on January  1,  2008 the said
advertising time periods shall be as follows:


			
		• 	Three point seven five percent
(3.75%) of each astronomical hour of the relevant CTC Network
Programming Block (in accordance with the terms and conditions of the
relevant network CTC TV Channel distribution agreement concluded with
the specific Broadcaster), excluding Regional Broadcasting Slots;


			
		• 	Four point five percent
(4.5%) of each astronomical hour of the New Channel (ESMI
Domashny) Network Programming Block (in accordance with the terms and
conditions of the network Domashny Channel distribution agreement
concluded with the specific Broadcaster), excluding Regional
Broadcasting Slots;


plus all the advertising time during
the Regional Broadcasting Slots as permitted by the existing laws (in
accordance with the programming of such specific Broadcaster), unless
otherwise provided for in Paragraph 14 of this
Clause.

The Parties further agree that, in the time
period between 1:00 a.m. and 7:00 a.m., the Broadcaster shall at its
own discretion provide to the Agency time to be made available for
Commercials.’’

		
	2. 	The
Parties hereby confirm that the aggregate gross revenue (less the fees
payable to the Agency/Agency contractors as provided for in Clause 4 of
the Agreement) received by the Broadcasters in 2006 from regional
advertising on the Broadcasters’ Channels shall be
[**] US dollars (US$ [**]) including VAT at the
rate effective under the existing laws of the Russian Federation. The
Parties have agreed among themselves and restated Exhibit 2 hereto
specifying restated amounts of each Broadcaster’s revenues in
2006 as provided for in this Clause.


		
	3. 	The Parties agree to amend by
July  1,  2006 the form of the Standard Agreement (Exhibit
1 hereto) as follows:


		
	3.1 	To restate
Section 1 (Definitions) as below:



Network
Programming Block means a composite audio and visual product (a
result of intellectual activities) developed by ZAO Set Televizionnykh
Stantsiy / ZAO Novy Kanal (CTC/New Channel) to be used by the
Broadcaster as an over-the-air broadcast (pursuant to Article 40 of the
Russian Federal Law ‘‘On Copyright and Ancillary
Rights’’ (the Copyright Law)) and as a cable
broadcast (pursuant to Article 41 of the Copyright Law) pursuant to an
agreement concluded between the Broadcaster and CTC/New Channel (the
Network Agreement).


Regional Broadcasting
Slot means a period of time in the Network Programming Block during
which the Broadcaster may at its own discretion replace audio and
visual products of the Network Programming Block with any other shows
in accordance with the terms and conditions of the Network
Agreement.


Advertising means information
disseminated by any means whatsoever, in any form whatsoever and with
the help of any tools whatsoever which is addressed to an unidentified
group of individuals and is directed at attracting attention to,
creating and maintaining interest in and promotion of, the object being
so advertised.


Commercial means an audio and
visual product having advertising content and being no longer than one
hundred and twenty (120) seconds .

2








Table of Contents

Logo means the original
graphic symbol of the advertiser used to symbolize its product and
often used as its trademark. The said graphic symbol may be located in
any corner of the TV screen in a static or dynamic form.


Running Captions means an advertising message
transmitted during or between TV broadcasts or during announcer
messages or caption cards by superimposing on the TV image a static
and/or dynamic text message in the lower part of the TV screen.


Sponsor Advertising means any advertising which may
be disseminated subject to a reference to a certain sponsor being made
therein.


Social Advertising means information
disseminated by any means whatsoever, in any form whatsoever and with
the help of any tools whatsoever which is addressed to an unidentified
group of individuals and is directed at fulfilling charitable or
publicly significant objectives or promoting state interests.

Social Advertising may not make mention of any particular
brands (models, items) of goods, trademarks, service marks or any other
identification tools or of any individuals, legal entities or sponsors
other than state authorities or other government bodies or local bodies
or those municipal bodies which do not make part of the local
authorities.


Cross Promotion means promotion by
the Broadcaster of any third party (the Counterparty) which in
its turn promotes the Broadcaster under an agreement or agreements
concluded between the Broadcaster and such Counterparty or
Counterparties. As used herein, the Counterparty may solely be a mass
media outlet (a mass media editorial board or a publisher) and the
advertising information provided thereby may only pertain to such
Counterparty itself or to the corresponding mass media outlet (or the
mass media group of the relevant Counterparty) or to other affiliates
of the Broadcaster (CTC Media). A Counterparty of any other type shall
be subject to prior consent of the Agency.


Broadcaster Own Information means previews of
CTC/New Channel or Broadcaster TV shows appearing in Network
Programming Blocks or Regional Broadcasting Slots or announcements of
any activities prepared and conducted by CTC/New Channel or the
Broadcaster without participation of any third party. This definition
shall not apply to advertising of any other broadcasters of Network
Programming Blocks or to advertising of any separate legal entities
incorporated with participation of the Broadcaster or to any projects
carried out with participation of any third party.


Unauthorized Advertising means any advertising by
the Broadcaster in Network Programming Blocks or Regional Broadcasting
Slots without prior written consent of the Agency. This definition
shall also apply to any advertising as may be broadcasted as part of
the Broadcaster Own Information.

Unauthorized
Advertising shall not
include:

			
		(a) 	Any CTC/New Channel
and/or Broadcaster caption cards opening or closing any advertising
block which does not contain any third party advertising;


			
		(b) 	Broadcaster Own Information;


			
		(c) 	Any information on third parties as
provided for in Clause 2.4 hereof.



Client means
any advertiser or third party representing an advertiser pursuant to a
relevant agreement.


Network Advertising means
any advertising which, pursuant to the Network Agreement, must appear
in Network Programming Blocks and may not be excluded from the
Broadcaster’s broadcasts or replaced by any other audio and
visual products.


Regional Advertising means any
advertising which must be broadcasted by the Broadcaster in Network
Programming Blocks or Regional Broadcasting Slots during designated
time periods and exclusively within the Territory.

3








Table of Contents

Territory means
[INDICATE CITY/OBLAST/KRAY] in the territory of which
the Broadcaster broadcasts Network Programming Blocks and shows of
Regional Broadcasting Slots pursuant to the Network Agreement and
License No. [NUMBER] issued by [INDICATE
ISSUING AUTHORITY AND DATE OF ISSUANCE] a copy of which is
attached hereto as Exhibit 7.


Advertising
Services means making the Broadcaster’s Network Programming
Blocks and Regional Broadcasting Slots (ESMI
CTC−[    ]/[    ] representing the
Domashny TV show) available for regional advertising in the form of
Commercials pursuant to any agreements concluded by the Agency on its
own behalf but for the Broadcaster account or making the same available
for a fee for any other advertising, including Social Advertising,
pursuant to any supplement agreements
hereto.


Accounting Period means one calendar
month.


Prime Time means the most watched
continuous periods of time (between 6:00 p.m. and 12:00 p.m. local
time).


Broadcaster Gross Advertising Revenue in the
Accounting Period (or the Broadcaster Gross Revenue)
includes the following:

			
		• 	Sales
revenue from broadcasting regional advertising in Network Programming
Blocks or Regional Broadcasting Slots pursuant to agreements concluded
by the Agency with Clients in accordance
herewith;


			
		• 	Sales revenue from
broadcasting regional advertising in Network Programming Blocks or
Regional Broadcasting Slots pursuant to agreements concluded by the
Broadcaster (or its authorized representatives) with Clients prior to
the execution date hereof and under which advertising services must be
provided starting from January  1,  2006, or pursuant to
agreements concluded by the Broadcaster (or its authorized
representatives) with Clients after the execution date hereof on
written consent of the Agency (excluding any agreements for Cross
Promotion or Social Advertising broadcasting at the Broadcaster
cost);


			
		• 	Any non-sales revenue
(penalties, fines and other amounts unrelated to sales) payable to the
Broadcaster and actually received by the Agency within the framework of
transactions concluded by the Agency with the Clients in accordance
herewith;


			
		• 	Any break-up fees
payable to the Broadcaster and actually received by the Agency within
the framework of transactions concluded by the Agency with the Clients
in accordance herewith.’’


		
	3.2 	The Parties agree that Paragraph 3 of
Clause 2.3 shall read as follows (depending on the distribution of the
relevant TV Channel):


		
	— 	In
the event of distribution of the CTC TV Channel by the
Broadcaster:


‘‘For the purposes of
conclusion by the Agency of agreements with Clients covering
broadcasting of regional advertising in Network Programming Blocks or
Regional Broadcasting Slots, the Broadcaster shall allocate for
regional advertising the following time periods between 7:00 a.m. of
the corresponding day and 01:00 of the following day:

		
	— 	In the period between Jul 1,
2006 and December  31,  2007, the said advertising time
periods shall be three point seven five percent (3.75%) of the
total daily duration of the relevant Network Programming Block (in
accordance with the terms and conditions of the relevant Network
Agreement), excluding Regional Broadcasting Slots. The Parties agree
that the advertising time shall not exceed five percent (5%) of
each astronomical hour of the Network Programming Block or three point
seven five percent (3.75%) of the total daily duration of the
Network Programming Block;


		
	— 	In the period starting from
January  1,  2008, the said advertising time periods shall
be three point seven five percent (3.75%) of each astronomical
hour of the relevant CTC Network Programming Block (in accordance with
the terms and conditions of the relevant network CTC TV Channel
distribution agreement concluded with the specific Broadcaster),
excluding Regional Broadcasting Slots;


4








Table of Contents
plus all the advertising time
during the Regional Broadcasting Slots as permitted by the existing
laws (in accordance with the programming of such specific Broadcaster),
unless otherwise provided for herein.

The Parties
further agree that, in the time period between 1:00 a.m. and 7:00 a.m.,
the Broadcaster shall at its own discretion provide to the Agency time
to be made available for Commercials.’’

		
	— 	In the event of distribution
of the Domashny TV Channel by the
Broadcaster:


‘‘For the purposes of
conclusion by the Agency of agreements with Clients covering
broadcasting of regional advertising in Network Programming Blocks or
Regional Broadcasting Slots, the Broadcaster shall allocate for
regional advertising the following time periods between 7:00 a.m. of
the corresponding day and 01:00 of the following day:

		
	— 	In the period between
July  1,  2006 and December  31,  2007, the
said advertising time periods shall be four point five percent
(4.5%) of the total daily duration of the New Channel (ESMI
Domashny) Network Programming Block (in accordance with the terms and
conditions of the relevant network Domashny TV Channel distribution
agreement concluded with the specific Broadcaster), excluding Regional
Broadcasting Slots. The Parties agree that the advertising time shall
not exceed six percent (6%) of each astronomical hour of the
Network Programming Block or four point five percent (4.5%) of
the total daily duration of the Network Programming Block;


		
	— 	In the period starting from
January  1,  2008, the said advertising time periods shall
be four point five percent (4.5%) of each astronomical hour of
the relevant Network Programming Block (in accordance with the terms
and conditions of the relevant network Domashny TV Channel distribution
agreement concluded with the specific Broadcaster), excluding Regional
Broadcasting Slots;


plus all the advertising time during
the Regional Broadcasting Slots as permitted by the existing laws (in
accordance with the programming of such specific Broadcaster), unless
otherwise provided for herein.

The Parties further agree
that, in the time period between 1:00 a.m. and 7:00 a.m., the
Broadcaster shall at its own discretion provide to the Agency time to
be made available for
Commercials.’’

		
	3.3 	The
Parties agree to exclude the following Paragraph 16 of Clause 3.2.1 of
the Agreement:


‘‘If the advertised
activities require licensing, the advertising provided by the
advertiser to the Broadcaster for the purposes of being broadcasted
thereby must specify the number of the relevant license and the name of
the licensing authority. Any advertising of goods which require
certification shall be marked as ‘‘subject to mandatory
certification’’.’’

		
	3.4 	The Parties agree to exclude the
second and the third sentences from Clause 3.2.5.


		
	4. 	The Parties agree to be governed by
the terms and conditions of the Agreement in any matters not
specifically provided for in, and not violating the terms or conditions
of, this Supplement Agreement.


		
	5. 	This Supplementary Agreement shall
commence as of the date it is executed by duly authorized
representatives of both
Parties.


		
	6. 	This Supplementary
Agreement is made in three (3) counterparts, one for each
Party.


5








Table of Contents
SIGNATURES OF
PARTIES





				
	On
behalf of CTC			On behalf of the
Company
	[Signature]			[Signature]
	A.E.
Rodnyansky			S.A.
Vasilyev
	                    			[Company
seal:] Closed Stock Company ZAO
	V.S.
Khanumyan			Video International Company Group
(Moscow)
	 			On
behalf of the
Agency
	 			[Signature]
	 			I.A.
Matyushenko
	 			[Company seal:]
Closed Stock Company ZAO
	 			Video
International Trend
	 			On 6 pages filed,
numbered and
sealed
	 			[Signature]
	 			I.A.
Matyushenko
	 			General
Director
	 			[Company seal:] Closed
Stock Company ZAO
	 			Video International
Trend
	






6








Table of Contents
EXHIBIT 2
to Agreement No. VT-23/0106
dated January  30,  2006

Breakdown of 2006 Baseline
Sales Revenue by Broadcasters
 (as restated on May
16,  2006)





													
	No.			City/TV
Channel			Broadcaster			TV Channel sales
 (VAT incl.)
in USD
 less Agency
fees
	1			Moscow/CTC			OOO Marathon
TV					[	

**]




	2			Moscow/Domashny			OAO Teleexpress					[	

**]




	3			St. Petersburg/CTC			ZAO Telekompaniya 6 Kanal					[	

**]




	4			St.
Petersburg/Domashny			ZAO Nevsky Kanal					[	

**]




	5			Yekaterinburg			ZAO
RTK					[	

**]




	6			Kazan/CTC			ZAO Kanal
6					[	

**]




	7			Kazan/Domashny			ZAO Variant					[	

**]




	8			Samara/CTC			ZAO
Radio-Volga-TV					[	

**]




	9			Nizhny
Novgorod/CTC			OOO
NTK					[	

**]




	10			Omsk/CTC			ZAO Zodiak					[	

**]




	11			Rostov-on-Don/CTC			ZAO
YuRKh					[	

**]




	12			Vladivostok/CTC			OOO CTC-Voskhod					[	

**]




	13			Perm/CTC			ZAO
TV-Maxima					[	

**]




	14			Perm/Domashny			OOO
Telekompaniya T-8					[	

**]




	15			Volgograd/CTC			OOO CTC-Volgograd					[	

**]




	16			Voronezh/CTC			OOO
VTK					[	

**]




	17			Tver/CTC			ZAO TRK Guberniya					[	

**]




	18			Ufa/CTC			OOO
CTC-Ufa					[	

**]




	 			TOTAL			 					[	

**]




	






SIGNATURES
OF
PARTIES





				
	AGENCY
			CTC

	                    			[Signature]
	I.A.
Matyushenko			A.E. Rodnyansky
	/Affix seal
here/			/Affix seal
here/
	






7