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Exhibit
10.47

CTC MEDIA, INC.
    

NOTICE OF GRANT OF
STOCK OPTION


Notice is hereby given of the following option
grant (the ‘‘Option’’) to purchase shares of
the Common Stock of CTC Media, Inc. (the
‘‘Corporation’’):


Optionee:
Leigh Sprague


Grant Date: June  1,
2006


Exercise Price: $16.95 per share


Number
of Option Shares: 5,899 shares


Expiration Date:
June  1,  2016


Type of
Option:        Incentive Stock
Option


    Non-Statutory Stock Option


Date Exercisable: The Option shall become
exercisable with respect to the Option Shares as
follows:





							
	Date			Aggregate
Number of Option Shares for
 which the Option is then
Exercisable
	On and after June  30,
2006					123	







	On and after September
30,  2006					492	







	On and after
December  31,  2006					861	







	On and
after March  31,  2007					1,230	







	On
and after June  30,
2007					1,599	







	On and after September
30,  2007					1,968	







	On and after
December  31,  2007					2,337	







	On and
after March  31,  2008					2,706	







	On
and after June  30,
2008					3,075	







	On and after September
30,  2008					3,444	







	On and after
December  31,  2008					3,813	







	On and
after March  31,  2009					4,182	







	On
and after June  30,
2009					4,551	







	On and after September
30,  2009					4,920	







	On and after
December  31,  2009					5,289	







	On and
after March  31,  2010					5,658	







	On
and after May  31,
2010					5,899	







	






Optionee understands and agrees
that the Option is granted subject to and in accordance with the terms
of the CTC Media, Inc. (f/k/a StoryFirst Communications, Inc.) 1997
Stock Option/Stock Issuance Plan (the
‘‘Plan’’). Optionee further agrees to be bound
by the terms of the Plan and the terms of the Option as set forth in
the Stock Option Agreement attached hereto as Exhibit A and
incorporated herein by reference.

Optionee understands that any
Option Shares purchased under the Option will be subject to the terms
set forth in the Stock Purchase Agreement attached hereto as Exhibit B.
Optionee hereby acknowledges receipt of a copy of the Plan in the form
attached hereto as Exhibit C.


No Employment or Service
Contract.    Nothing in this Notice or in the attached Stock
Option Agreement or Plan shall confer upon Optionee any right to
continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or
any Parent or Subsidiary employing or retaining Optionee) or of
Optionee, which rights are hereby expressly reserved by each, to
terminate Optionee's Service at any time for any reason, with or
without cause.

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Definitions.    All capitalized
terms in this Notice shall have the meaning assigned to them in this
Notice or in the attached Stock Option
Agreement.

July  19,  2006





							
	 			CTC
MEDIA,
INC.
	 			By:			/s/
Alexander
Rodnyansky
	 			Title:			CEO
	






    





							
	 			 			/s/
Leigh Sprague
	    			    			Leigh
Sprague
	    			    			Address:
	 			 			 
	






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EXHIBIT A

    
CTC
MEDIA, INC.

STOCK OPTION
AGREEMENT



RECITALS


1)    The Board has
adopted the Plan for the purpose of retaining the services of selected
Employees, non-employee members of the Board or the board of directors
of any Parent or Subsidiary and consultants and other independent
advisors in the service of the Corporation (or any Parent or
Subsidiary).

2)    Optionee is to render valuable services to
the Corporation (or a Parent or Subsidiary), and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the
Plan in connection with the Corporation's grant of an option to
Optionee.

3)    All capitalized terms in this Agreement shall
have the meaning assigned to them in the attached
Appendix.


NOW, THEREFORE, it is hereby
agreed as follows:

a)    Grant of Option.    The
Corporation hereby grants to Optionee, as of the Grant Date, an option
to purchase up to the number of Option Shares specified in the Grant
Notice. The Option Shares shall be purchasable from time to time during
the option term specified in Paragraph 2 at the Exercise
Price.

b)    Option Term.    This option shall have
a term of ten (10) years measured from the Grant Date and shall
accordingly expire at the close of business on the Expiration Date,
unless sooner terminated in accordance with Paragraph 5 or
6.

c)    Limited Transferability.    During
Optionee's lifetime, this option shall be exercisable only by
Optionee and shall not be assignable or transferable other than by will
or by the laws of descent and distribution following Optionee's
death.

d)    Dates of Exercise.    This option
shall become exercisable for the Option Shares in one or more
installments as specified in the Grant Notice. As the option becomes
exercisable for such installments, those installments shall accumulate
and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the
option term under Paragraph 5 or 6.

e)    Cessation
of Service.     The option term specified in Paragraph 2 shall
terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become
applicable:

i)    Should Optionee cease to remain in
Service for any reason (other than death or Disability) while this
option is outstanding, then Optionee shall have a period of thirty (30)
days (commencing with the date of such cessation of Service) during
which to exercise this option, but in no event shall this option be
exercisable at any time after the Expiration Date.

ii)    Should Optionee die while this option is
outstanding, then the personal representative of Optionee's
estate or the person or persons to whom the option is transferred
pursuant to Optionee's will or in accordance with the laws of
inheritance shall have the right to exercise this option. Such right
shall lapse, and this option shall cease to be outstanding, upon the
earlier of (i) the expiration of the twelve (12) month period measured
from the date of Optionee's death or (ii) the Expiration
Date.

iii)    Should Optionee cease Service by reason
of Disability while this option is outstanding, then Optionee shall
have a period of twelve (12) months (commencing with the date of such
cessation of Service) during which to exercise this option. In no event
shall this option be exercisable at any time after the Expiration
Date.


Note:    Exercise of this option on a
date later than three (3) months following cessation of Service due to
Disability will result in loss of favorable Incentive Option treatment,
unless such Disability 

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constitutes Permanent Disability. In the event
that Incentive Option treatment is not available, this option will be
taxed as a Non-Statutory Option upon
exercise.

iv)    During the limited period of
post-Service exercisability, this option may not be exercised in the
aggregate for more than the number of Option Shares for which this
Option is, at the time of Optionee's cessation of Service,
exercisable pursuant to the exercise schedule specified in the Grant
Notice or the special acceleration provisions of Paragraph 6. Upon the
expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be
outstanding for any vested Option Shares for which the option has not
been exercised. To the extent Optionee is not vested in the Option
Shares at the time of Optionee's cessation of Service, this
option shall immediately terminate and cease to be outstanding with
respect to those shares.

f)    Acceleration of
Option.

i)    In the event of any Corporate
Transaction, the exercisability of this option, to the extent this
option is not otherwise fully exercisable, shall automatically
accelerate in full so that this option shall, immediately prior to the
effective date of the Corporate Transaction, become fully exercisable
for all the Option Shares and may be exercised for any or all of those
Option Shares as fully-vested shares of Common Stock. However, the
exercisability of the Option Shares shall not so accelerate if
and to the extent: (i) this option is assumed by the successor
corporation (or parent thereof) in the Corporate Transaction of this
option to the extent this option is not otherwise fully exercisable or
(ii) this option is to be replaced with a cash incentive program of the
successor corporation which preserves the spread existing on the
unvested Option Shares at the time of the Corporate Transaction (the
excess of the Fair Market Value of those Option Shares over the
Exercise Price payable for such shares) and provides for subsequent
payout in accordance with the same exercise schedule applicable to
those unvested Option Shares as set forth in the Grant Notice unless,
in either case, the Plan Administrator has determined that the
exercisability of the Option Shares shall accelerate automatically upon
the occurrence of a Corporate Transaction regardless of whether those
options are to be assumed or replaced in the Corporate
Transaction.

ii)    Immediately following the Corporate
Transaction, this option shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation (or parent
thereof) in connection with the Corporate
Transaction.

iii)    If this option is assumed in
connection with a Corporate Transaction, then this option shall be
appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been
issuable to Optionee in consummation of such Corporate Transaction had
the option been exercised immediately prior to such Corporate
Transaction, and appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the
same.

iv)    This Agreement shall not in any way affect
the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of
its business or assets.

g)    Adjustment in Option
Shares.    Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding
Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total
number and/or class of securities subject to this option and (ii) the
Exercise Price in order to reflect such change and thereby preclude a
dilution or enlargement of benefits
hereunder.

h)    Shareholder Rights.    The holder
of this option shall not have any shareholder rights with respect to
the Option Shares until such person shall have exercised the option,
paid the Exercise Price and become a holder of record of the purchased
shares.

i)    Manner of Exercising
Option.

i)    In order to exercise this option with
respect to all or any part of the Option Shares for which this option
is at the time exercisable, Optionee (or any other person or persons
exercising the option) must take the following
actions:

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(1)    Execute and deliver to the
Corporation a Purchase Agreement for the Option Shares for which the
option is exercised.

(2)    Pay the aggregate Exercise Price
for the purchased shares in one or more of the following
forms:

(a)    cash or check made payable to the
Corporation; or

(b)    a promissory note
payable to the Corporation, but only to the extent authorized by the
Plan Administrator in accordance with Paragraph
13.

Should the Common Stock be registered under
Section 12(g) of the 1934 Act at the time the option is exercised, then
the Exercise Price may also be paid as follows:

(c)    in shares of Common Stock held by Optionee
(or any other person or persons exercising the option) for the
requisite period necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market
Value on the Exercise Date; or

(d)    through
a special sale and remittance procedure pursuant to which Optionee (or
any other person or persons exercising the option) shall concurrently
provide irrevocable written instructions (a) to a
Corporation-designated brokerage firm to effect the immediate sale of
the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover
the aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise
and (b) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete
the sale.

Except to the extent the sale and remittance
procedure is utilized in connection with the option exercise, payment
of the Exercise Price must accompany the Purchase Agreement delivered
to the Corporation in connection with the option exercise.

(3)    Furnish to the Corporation appropriate documentation that
the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.

(4)    Execute and
deliver to the Corporation such written representations as may be
requested by the Corporation in order for it to comply with the
applicable requirements of Federal and state securities
laws.

(5)    Make appropriate arrangements with the Corporation
(or Parent or Subsidiary employing or retaining Optionee) for the
satisfaction of all Federal, state and local income and employment tax
withholding requirements applicable to the option
exercise.

ii)    As soon as practical after the
Exercise Date, the Corporation shall issue to or on behalf of Optionee
(or any other person or persons exercising this option) a certificate
for the purchased Option Shares, with the appropriate legends affixed
thereto.

iii)    In no event may this option be
exercised for any fractional shares.

j)    Compliance
with Laws and Regulations.

i)    The exercise of
this option and the issuance of the Option Shares upon such exercise
shall be subject to compliance by the Corporation and Optionee with all
applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the
time of such exercise and issuance.

ii)    The
inability of the Corporation to obtain approval from any regulatory
body having authority deemed by the Corporation to be necessary to the
lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval
shall not have been obtained. The Corporation, however, shall use its
best efforts to obtain all such
approvals.

k)    Successors and Assigns.     Except
to the extent otherwise provided in Paragraphs 3 and 6, the provisions
of this Agreement shall inure to the benefit of, and be binding upon,
the Corporation and its successors and assigns and Optionee,
Optionee's assigns and the legal representatives, heirs and
legatees of Optionee's estate.

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l)    Notices.    Any notice
required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at
its principal corporate offices. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated below Optionee's signature line on the
Grant Notice. All notices shall be deemed effective upon personal
delivery or upon deposit in the mail, postage prepaid and properly
addressed to the party to be notified.

m)    Financing.    The Plan Administrator may, in its
absolute discretion and without any obligation to do so, permit
Optionee to pay the Exercise Price for the purchased Option Shares by
delivering a full-recourse, interest-bearing promissory note secured by
those Option Shares. The payment schedule in effect for any such
promissory note shall be established by the Plan Administrator in its
sole discretion.

n)    Construction.    This
Agreement and the option evidenced hereby are made and granted pursuant
to the Plan and are in all respects limited by and subject to the terms
of the Plan. All decisions of the Plan Administrator with respect to
any question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this
option.

o)    Governing Law.    The interpretation,
performance and enforcement of this Agreement shall be governed by the
laws of the State of California without resort to that State's
conflict-of-laws rules.

p)    Shareholder
Approval.    If the Option Shares covered by this Agreement exceed,
as of the Grant Date, the number of shares of Common Stock which may be
issued under the Plan as last approved by the shareholders, then this
option shall be void with respect to such excess shares, unless
shareholder approval of an amendment sufficiently increasing the number
of shares of Common Stock issuable under the Plan is obtained in
accordance with the provisions of the
Plan.

q)    Additional Terms Applicable to an
Incentive Option.    In the event this option is designated an
Incentive Option in the Grant Notice, the following terms and
conditions shall also apply to the
grant:

(1)    This option shall cease to
qualify for favorable tax treatment as an Incentive Option if (and to
the extent) this option is exercised for one or more Option Shares: (A)
more than three (3) months after the date Optionee ceases to be an
Employee for any reason other than death or Permanent Disability or (B)
more than twelve (12) months after the date Optionee ceases to be an
Employee by reason of Permanent
Disability.

(2)    No installment under this
option shall qualify for favorable tax treatment as an Incentive Option
if (and to the extent) the aggregate Fair Market Value (determined at
the Grant Date) of the Common Stock for which such installment first
becomes exercisable hereunder would, when added to the aggregate value
(determined as of the respective date or dates of grant) of any earlier
installments of the Common Stock and any other securities for which
this option or any other Incentive Options granted to Optionee prior to
the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable
during the same calendar year, exceed One Hundred Thousand Dollars
($100,000) in the aggregate. Should such One Hundred Thousand Dollar
($100,000) limitation be exceeded in any calendar year, this option
shall nevertheless become exercisable for the excess shares in such
calendar year as a Non-Statutory
Option.

(3)    Should the exercisability of
this option be accelerated upon a Corporate Transaction, then this
option shall qualify for favorable tax treatment as an Incentive Option
only to the extent the aggregate Fair Market Value (determined at the
Grant Date) of the Common Stock for which this option first becomes
exercisable in the calendar year in which the Corporate Transaction
occurs does not, when added to the aggregate value (determined as of
the respective date or dates of grant) of the Common Stock or other
securities for which this option or one or more other Incentive Options
granted to Optionee prior to the Grant Date (whether under the Plan or
any other option plan of the Corporation or any Parent or Subsidiary)
first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should the
applicable One Hundred Thousand Dollar ($100,000) limitation be
exceeded in the calendar year of such Corporate Transaction, the option
may nevertheless be exercised for the excess shares in such calendar
year as a Non-Statutory Option.

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(4)    Should Optionee
hold, in addition to this option, one or more other options to purchase
Common Stock which become exercisable for the first time in the same
calendar year as this option, then the foregoing limitations on the
exercisability of such options as Incentive Options shall be applied on
the basis of the order in which such options are
granted.

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APPENDIX


The following
definitions shall be in effect under the
Agreement:

			
		(i) 	Agreement shall mean
this Stock Option
Agreement.


			
		(ii) 	Board shall mean the
Corporation's Board of
Directors.


			
		(iii) 	Code shall mean the
Internal Revenue Code of 1986, as amended.


			
		(iv)
 	Common Stock shall mean the Corporation's
common stock.


		
	(v) 	Corporate Transaction shall
mean either of the following shareholder-approved transactions to which
the Corporation is a party:


1.    a merger
or consolidation in which securities possessing more than fifty percent
(50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person
or persons different from the persons holding those securities
immediately prior to such transaction,
or

2.    the sale, transfer or other
disposition of all or substantially all of the Corporation's
assets in complete liquidation or dissolution of the Corporation.

		
	(vi) 	Corporation shall mean CTC Media, Inc., a
Delaware corporation.


(vii)    Disability shall mean the
inability of Optionee to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment and
shall be determined by the Plan Administrator on the basis of such
medical evidence as the Plan Administrator deems warranted under the
circumstances. Disability shall be deemed to constitute Permanent
Disability in the event that such Disability is expected to result
in death or has lasted or can be expected to last for a continuous
period of twelve (12) months or
more.

		
	(viii) 	Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary),
subject to the control and direction of the employer entity as to both
the work to be performed and the manner and method of
performance.


(ix)    Exercise Date shall mean the date on which
the option shall have been exercised in accordance with Paragraph 9 of
the Agreement.

(x)    Exercise Price shall mean the exercise
price payable per Option Share as specified in the Grant
Notice.

(xi)    Expiration Date shall mean the date on which
the option expires as specified in the Grant
Notice.

		
	(xii) 	OOFair Market Value per share of
Common Stock on any relevant date shall be determined in accordance
with the following provisions:


1.    If the
Common Stock is at the time traded on the Nasdaq National Market, then
the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as the price is reported by the
National Association of Securities Dealers on the Nasdaq National
Market or any successor system. If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.

2.    If the
Common Stock is at the time listed on any Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the
Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions
on such exchange. If there is no closing selling price for the Common
Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such
quotation exists.

3.    If the Common Stock
is at the time neither listed on any Stock Exchange nor traded on the
Nasdaq National Market, then the Fair Market Value shall be determined
by the Plan Administrator after taking into account such factors as the
Plan Administrator shall deem appropriate.

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	(xiii) 	Grant Date shall
mean the date of grant of the option as specified in the Grant
Notice.


		
	(xiv) 	Grant Notice shall mean the
Notice of Grant of Stock Option accompanying the Agreement, pursuant to
which Optionee has been informed of the basic terms of the option
evidenced hereby.


		
	(xv) 	Incentive Option shall
mean an option which satisfies the requirements of Code Section
422.


		
	(xvi) 	1934 Actshall mean the Securities
Exchange Act of 1934, as
amended.


		
	(xvii) 	Non-Statutory Option shall
mean an option not intended to satisfy the requirements of Code Section
422.


		
	(xviii) 	Option Shares shall mean the
number of shares of Common Stock subject to the
option.


		
	(xix) 	Optionee shall mean the person
to whom the option is granted as specified in the Grant
Notice.


		
	(xx) 	Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations
ending with the Corporation, provided each corporation in the unbroken
chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the
other corporations in such chain.


		
	(xxi) 	Plan
shall mean the Corporation's 1996 Stock Option/Stock Issuance
Plan.


		
	(xxii) 	Plan Administrator shall mean
either the Board or a committee of the Board acting in its capacity as
administrator of the Plan.


		
	(xxiii) 	Purchase
Agreement shall mean the stock purchase agreement in substantially the
form of Exhibit B to the Grant
Notice.


		
	(xxiv) 	Service shall mean the
Optionee's performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee
member of the board of directors or an independent
consultant.


		
	(xxv) 	Stock Exchange shall mean
the American Stock Exchange or the New York Stock
Exchange.


		
	(xxvi) 	Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in
one of the other corporations in such
chain.


9