Exhibit
10.52

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:
John Dowdy


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: 	  X     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 March  20,
2007					1,188	







	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.










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/
John Dowdy
	 			John
Dowdy
	















EXHIBIT A



STOCK
OPTION AGREEMENT










CTC MEDIA, INC.

STOCK OPTION
AGREEMENT



RECITALS


A.    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).

B.    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.

C.    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:

1.    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.

2.    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.

3.    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.

4.    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.

5.    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:

(a)    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.

(b)    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.

(c)    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 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.

(d)    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.

6.    Acceleration of
Option.

(a)    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.

(b)    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.

(c)    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.

(d)    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.

7.    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.

8.    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.









9.    Manner of Exercising
Option.

(a)    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:

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

(ii)    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.

(iii)    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.

(iv)    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.

(v)    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.

(b)    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.

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

10.    Compliance with Laws and
Regulations. 


(a)    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.









(b)    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.

11.    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.

12.    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.

13.    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.

14.    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.

15.    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.

16.    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.

17.    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:

(i)    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.

(ii)    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.

(iii)    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.

(iv)    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.










APPENDIX


The following
definitions shall be in effect under the
Agreement:

A.    Agreement    shall mean
this Stock Option
Agreement.

B.    Board    shall mean the
Corporation’s Board of
Directors.

C.    Code    shall mean the
Internal Revenue Code of 1986, as
amended.

D.    Common Stock    shall mean
the Corporation’s common stock.

E.    Corporate
Transaction    shall mean either of the following
shareholder-approved transactions to which the Corporation is a
party:

(i)    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

(ii)    the sale, transfer or other disposition of all or
substantially all of the Corporation’s assets in complete
liquidation or dissolution of the Corporation.

F.    Corporation    shall mean CTC Media,
Inc., a Delaware
corporation.

G.    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.

H.    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.

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

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

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

L.    Fair Market
Value    per share of Common Stock on any relevant date
shall be determined in accordance with the following
provisions:

(i)    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.

(ii)    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.

(iii)    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.









M.    Grant
Date    shall mean the date of grant of the option as
specified in the Grant Notice.

N.    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.

O.    Incentive Option    shall
mean an option which satisfies the requirements of Code Section
422.

P.    1934 Act    shall mean the
Securities Exchange Act of 1934, as
amended.

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

R.    Option
Shares    shall mean the number of shares of Common Stock
subject to the
option.

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

T.    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.

U.    Plan    shall mean the
Corporation’s 1996 Stock Option/Stock Issuance
Plan.

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

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

X.    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.

Y.    Stock Exchange    shall
mean the American Stock Exchange or the New York Stock
Exchange.

Z.    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.