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Exhibit
10.49

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:
Sergey Petrov


Grant Date: June  1,
2006


Exercise Price: $16.95 per share


Number
of Option Shares: 70,000 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 theOption is then
Exercisable
	On and after June  30,
2006					1,459	







	On and after September
30,  2006					5,834	







	On and after
December  31,  2006					10,209	







	On
and after March  31,
2007					14,584	







	On and after June
30,  2007					18,959	







	On and after
September  30,  2007					23,334	







	On
and after December  31,
2007					27,709	







	On and after March
31,  2008					32,084	







	On and after
June  30,  2008					36,459	







	On and
after September  30,
2008					40,834	







	On and after December
31,  2008					45,209	







	On and after
March  31,  2009					49,584	







	On and
after June  30,  2009					53,959	







	On
and after September  30,
2009					58,334	







	On and after December
31,  2009					62,709	







	On and after
March  31,  2010					67,084	







	On and
after May  31,
2010					70,000	







	






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/
Sergey Petrov
	 			Sergey
Petrov
	 			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 

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Disability 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.

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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:

(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 

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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.

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


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($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.

(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
Transactionshall mean either of the following shareholder-approved
transactions to which the Corporation is a
party:

1.    amerger 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)    Fair Market Valueper 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 Act shall 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