Exhibit
10.54



EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT (the ‘‘Agreement’’) is
entered into by CTC Media, Inc., a Delaware corporation (the
‘‘Company’’), and John Dowdy (the
‘‘Employee’’).

WHEREAS, the Company
desires to employ the Employee, and the Employee desires to be employed
by the Company.

In consideration of the mutual covenants and
promises contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the
parties hereto, the parties agree as follows:

1.    Term
of Employment. The Company hereby agrees to employ the Employee,
and the Employee hereby accepts employment with the Company, upon the
terms set forth in this Agreement, effective as of March
20,  2006 (the ‘‘Commencement
Date’’). The Employee’s employment shall continue
until it is terminated in accordance with the provisions of
Section 5.

2.    Title; Capacity.

a)    The Employee shall serve as Chief
Accounting Officer and his job duties shall include supervising the
corporate accounting department, managing the consolidation process and
preparation of quarterly financial reports, preparing SEC filings for
the Company and its subsidiaries (collectively, the
‘‘Group’’), managing the external audit
process, implementing and monitoring the internal controls over
financial reporting to ensure compliance with applicable laws and
regulations (including Sarbanes Oxley Section 404), providing research
and guidance on US GAAP, SEC reporting and taxation matters, and
performing due diligence and integrating newly acquired entities. The
Employee agrees to perform such other duties and responsibilities as
the Company’s Chief Financial Officer or his designee shall from
time to time reasonably assign to him.

b)    The Employee shall be based at the
Company’s headquarters in Moscow, Russia or such other location
as the Company and the Employee shall mutually
agree.

c)    The Employee shall be subject
to the supervision of, and shall have such authority as is delegated to
him by, the Company’s Chief Financial Officer or his
designee.

d)    The Employee agrees to
devote his entire business time, attention and energies to the business
and interests of the Company during his employment with the Company and
shall not engage in any other business activities without the prior
written approval of the Chief Financial Officer. The Employee agrees to
abide by the rules, regulations, instructions, personnel practices and
policies of the Company and any changes therein that may be adopted
from time to time by the Company.

3.    Compensation and
Benefits.

a)    Signing
Bonus. The Company shall pay the Employee a one-time signing bonus
in the amount of $35,000 within 10 days of the Commencement Date. This
amount shall be repayable by the Employee to the Company in the event
that the Employee’s employment by the Company pursuant to this
Agreement is terminated at the election of the Employee within one year
or less from the Commencement
Date.

b)    Base Salary. The
Company shall pay the Employee, in regular installments in accordance
with the Company’s standard payroll practices, an annual base
salary of $175,000, less all applicable U.S. and Russian federal, state
and local taxes and withholdings (the ‘‘Base
Salary’’). Such salary may be adjusted from time to time
in the Company’s discretion.

c)    Discretionary Bonus. The
Employee shall be eligible for an annual discretionary target bonus of
up to $52,500, less all applicable U.S. and Russian federal, state and
local taxes and withholdings, subject to achievement of performance
goals set by the Chief Financial Officer. Whether such performance
targets, if any, have been achieved will be decided by the Chief
Financial 










Officer in his reasonable discretion. The
Employee’s target bonus for 2006 shall be prorated from the
Commencement Date. In any event, the Employee must be an active
employee of the Company on the date the bonus for any fiscal year is
distributed in order to be eligible for a bonus
award.

d)    Vacation. The
Employee shall be eligible to accrue a maximum of 20 business days of
paid vacation per calendar year, subject to proration to the
Commencement Date and to be taken at such times as may be approved by
and in the sole discretion of the Company. Such vacation days shall
accrue at the rate of 1.667 days per month.

e)    Insurance. The Company shall
provide the Employee and his immediate family with worldwide medical,
vision and dental insurance with a reputable international health
insurance provider. The Employees insurance coverage shall be governed
by the terms of the insurance
policies.

f)    Retirement
Benefits. The Company may establish a 401(k) plan in which the
Employee shall be eligible to participate subject to and in accordance
with the formal plan documents governing such plan. If such a plan is
established, the Company shall make a matching contribution equal to
50% of any contribution made by the Employee to the 401(k) plan,
provided that the Company shall not be required to contribute more than
$7,000 to the Employee’s 401(k) account in any calendar year.
The Company is not responsible for how any such contributions are
treated for tax purposes by taxing and government authorities. In the
event that the Company determines not to so establish a 401(k) plan for
the Employee, the Company shall provide the Employee with an annual
retirement benefit of $17,200 on or before December
31st of each year of the Employee’s employment with
the Company starting from 2006 (to be paid in full in 2006 but
pro-rated for any other partial employment years). The Employee shall
be responsible for all applicable U.S. and Russian federal, state and
local taxes and withholdings on such benefit.

g)    Russian visas. The Company
shall assist the Employee and his immediate family to obtain the
necessary visas and work-related documents required for them to live in
Russia and for the Employee to work in Russia, in each case, for the
term of the Employee’s employment with the Company. The Company
will bear the cost of obtaining such visas and work-related documents.
The Company makes no representations regarding the ability of the
Employee and/or his immediate family members to obtain any such visas
and work-related documents and/or maintain such status. The Employee
shall be responsible for maintaining any documents relating to his
continued performance of work in Russia.

h)    Mobile phone. The Company shall
provide the Employee with a mobile phone and shall pay the line rental
and service fees and the cost of any business-related calls.

i)    Relocation Expense. The Company
shall pay to the Employee a lump-sum relocation payment of $20,000 if
the employment of the Employee pursuant to this Agreement is terminated
without Cause pursuant to Sections 5(b) and 5(c) below. For the
avoidance of doubt, such relocation payment shall not be paid in the
event the employment of the Employee pursuant to this Agreement is
terminated for Cause or if the Employee elects to terminate his
employment.

j.    Indemnification
Agreement. The Company shall enter into an officer indemnification
agreement with the Employee (the ‘‘Indemnification
Agreement’’) in the form attached hereto as Exhibit
A.

4.    Taxes. The Employee shall be
responsible for all of his own federal and/or state taxes payable in
the United States, Russia or any other jurisdiction in which he is
subject to tax. During the term of the Employee’s employment
with the Company and for any tax year which includes a period during
which the Employee was employed by the Company, the Company shall pay
the costs of retaining tax accountants to prepare the Russian tax
returns for the Employee and his immediate family up to a maximum of
$2,500 per annum.

5.    Employment Termination. The
employment of the Employee by the Company pursuant to this Agreement
shall terminate upon the occurrence of any of the
following:

a)    At the election of the
Company, for Cause, immediately upon written notice by the Company to
the Employee. For the purposes of this Agreement,
‘‘Cause’’ for termination shall be


2










deemed to exist upon: (i) a good faith finding
by the Company that (A) the Employee has failed to adequately perform
the material aspects of his assigned duties for the Company in a manner
that materially and adversely affects the Company, after written notice
of such failure of such duties and a reasonable opportunity to correct
such failure, or (B) the Employee has engaged in dishonesty, gross
negligence or intentional misconduct that materially and adversely
affects the Company; (ii) the Employee’s conviction of, or the
entry of a pleading of guilty or nolo contendere by the
Employee, to any crime involving moral turpitude or any felony; (iii)
the Employee’s material breach of Section 7 or 8 hereof if such
breach is caused by the Employee’s intentional misconduct or
gross negligence; (iv) the Employee’s intentional violation of
Company policy in a manner that materially and adversely affects the
Company, after written notice of such violation and a reasonable
opportunity to correct such failure; or (v) the Employee’s
failure to maintain the currency of a visa providing him with the right
to live and work in Russia during his employment with the Company,
provided that such failure results from action or inaction on the
Employee’s part and not from (x) a change in Russian immigration
laws or (y) the breach by the Company of its best efforts obligation
set forth in Section 3(g).

b)    At the
election of the Company at any time within one year from the
Commencement Date, without Cause, upon not less than three
months’ prior written
notice.

c)    At the election of the
Company greater than one year from the Commencement Date, without
Cause, upon not less than six months’ prior written notice of
termination.

d)    At the election of the
Employee, upon not less than three months’ prior written notice
of resignation.

e)    Upon the death or
disability of the Employee. As used in this Agreement, the term
‘‘disability’’ shall mean the inability of
the Employee, due to a physical or mental disability, for a period of
seventy-five (75) business days, whether or not consecutive, during any
360-day period to perform the services contemplated under this
Agreement. A determination of disability shall be made by a physician
satisfactory to both the Employee and the Company, provided
that if the Employee and the Company do not agree on a physician,
the Employee and the Company shall each select a physician and these
two together shall select a third physician, whose determination as to
disability shall be binding on all parties.

6.    Effect
of Termination.

a)    In the event
the Employee’s employment is terminated for Cause pursuant to
Section 5(a), or at the election of either party pursuant to Sections
5(b), 5(c) or 5(d), the Company shall pay to the Employee the
compensation and benefits otherwise payable to the Employee under
Section 3 through the last day of the Employee’s actual
employment by the Company.

b)    If the
Employee’s employment is terminated by death or because of
disability pursuant to Section 5(e), the Company shall pay to the
Employee or the Employee’s estate, as the case may be, the
compensation which would otherwise be payable to Employee under Section
3 up to the end of a one month period after which the termination of
the Employee’s employment occurs because of death or
disability.

7.    Non-Competition and
Non-Solicitation.

a)    During the
term of the Employee’s employment and for a period of one (1)
year with respect to subclause (i) below, and for a period of two (2)
years with respect to subclause (ii) and (iii) below, after the
termination of such employment, the Employee will not directly or
indirectly:

i)    as an individual
proprietor, partner, stockholder, officer, employee, director, joint
venturer, investor, lender, or in any other capacity whatsoever (other
than as the holder of not more than one percent (1%) of the
total outstanding stock of a publicly held company), engage in the
business of television broadcasting in Russia or any other country in
which the Group is then operating or in which it has undertaken
material preparations to begin operating;
or

ii)    recruit, solicit or induce, or
attempt to induce, any employee or employees of the Group to terminate
their employment with, or otherwise cease their relationship with, the
Group; or

3









iii)    solicit,
divert or take away, or attempt to divert or to take away, the business
or patronage of any of the current or prospective business partners,
advertisers or affiliate stations of the Group with whom the Employee
had significant contact while employed by the Company.


(b)    If any restriction set forth in
this Section 7 is found by any court of competent jurisdiction
to be unenforceable because it extends for too long a period of time or
over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time,
range of activities or geographic area as to which it may be
enforceable.

(c)    The Employee
acknowledges and agrees that the restrictions contained in this
Section 7 are necessary for the protection of the business and
goodwill of the Group and are considered by the Employee to be
reasonable for such purpose. The Employee agrees that any breach of
this Section 7 will cause the Company substantial and
irrevocable damage and therefore, in the event of any such breach, in
addition to such other remedies which may be available, the Company
shall have the right to seek specific performance and injunctive
relief.

d)    The provisions of Section 7
survive the termination of the Employee’s employment and the
termination of this Agreement.

8.    Proprietary
Information.

a)    The Employee agrees
that all information and know-how, whether or not in writing, of a
private, secret or confidential nature concerning the Group’s
business or financial affairs (collectively,
‘‘Proprietary Information’’) is and shall
be the exclusive property of the Group. By way of illustration, but not
limitation, Proprietary Information may include business processes,
methods and techniques; planned programming schedules; material terms
of contracts, research data, personnel data, computer programs and
supplier lists. The Employee shall not disclose any Proprietary
Information to others outside the Group or use the same for any
unauthorized purposes without written approval of the Chief Employee
Officer or the Board, either during or after his employment, unless and
until such Proprietary Information has become public knowledge without
fault by the Employee.

(b)    The Employee
agrees that all files, letters, memoranda, reports, records, data,
notebooks, program listings, or other written, photographic, or other
tangible material containing Proprietary Information, whether created
by the Employee or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Group to be
used by the Employee only in the performance of his duties for the
Group.

(c)    The Employee agrees that his
obligation not to disclose or use information, know-how and records of
the types set forth in paragraphs (a) and (b) above, also extends to
such types of information, know-how, records and tangible property of
business partners of the Group or other third parties who may have
disclosed or entrusted the same to the Group or to the Employee in the
course of the Group’s
business.

d)    The provisions of Section 8
survive the termination of the Employee’s employment and the
termination of this Agreement.

9.    No Restrictions On
Employment. The Employee hereby represents that he is not bound by
the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or
proprietary information in the course of his employment with the
Company or to refrain from competing, directly or indirectly, with the
business of such previous employer or any other party. The Employee
further represents that his performance of all the terms of this
Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence proprietary information,
knowledge or data acquired by him in confidence or in trust prior to
his employment with the Company.

10.    Notices. All
notices required or permitted under this Agreement shall be in writing
in English and shall be deemed to have been duly given when delivered
either in person and shall be deemed effective upon personal delivery
or upon sending by a reputable overnight courier service, addressed to
the other party at the address shown on the signature page hereto, or
at such other address or addresses as either party shall designate to
the other in accordance with this Section 10.

4









11.    Entire Agreement. This
Agreement, together with the Indemnification Agreement, constitutes the
entire agreement between the parties and supersedes all prior
agreements and understandings, whether written or oral (including,
without limitation, the letter agreement dated February
13,  2006 between the Company and the Employee setting forth the
terms of the Company’s offer of employment to the Employee and
the Prior Agreement), relating to the subject matter of this
Agreement.

12.    Amendment. This Agreement may be
amended or modified only by a written instrument executed by both the
Chief Financial Officer or another officer of the Company designated by
the Board, on the one hand, and the Employee, on the other
hand.

13.    Governing Law, Forum and Jurisdiction.
This Agreement shall be governed by and construed under and in
accordance with the laws of the State of Delaware. Any action, suit, or
other legal proceeding which is commenced to resolve any matter arising
under or relating to any provision of this Agreement shall be commenced
only in a court of the State of Delaware (or, if appropriate, a federal
court located within Delaware), and the Company and the Employee each
consents to the exclusive jurisdiction of such a
court.

14.    Successors and Assigns. This Agreement
shall be binding upon and inure to the benefit of both parties and
their respective successors and assigns, including any corporation with
which or into which the Company may be merged or which may succeed to
its assets or business, provided, however, that the obligations of the
Employee are personal and shall not be assigned by
him.

15.    Acknowledgment. The Employee states and
represents that he has had an opportunity to fully discuss and review
the terms of this Agreement with an attorney of his own choosing. The
Employee further states and represents that he has carefully read this
Agreement, understands the contents herein, freely and voluntarily
assents to all of the terms and conditions hereof, and signs his name
of his own free act.

16.    No Waiver. No delay or
omission by the Company in exercising any right under this Agreement
shall operate as a waiver of that or any other right. A waiver or
consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of
any right on any other
occasion.

17.    Validity/Severability. In case any
provision of this Agreement shall be invalid, illegal or otherwise
unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired
thereby.

18.    Captions. The captions of the
sections of this Agreement are for convenience of reference only and in
no way define, limit or affect the scope or substance of any section of
this Agreement.

[The remainder of this page is
intentionally left blank.]

5









IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year set forth
below.





										
	 			 			 			CTC
MEDIA,
INC.
	Dated:
11 September
2006			 			By:			/s/
Nilesh Lakhani
	 			 			 			Nilesh
Lakhani
	 			 			 			Chief Financial
Officer
	










							
	 			Address:			15A
Pravda Street
Moscow
125124
Russia
	










										
	Dated:
8 September
2006			 			By:			/s/ John
Dowdy
	 			 			 			John
Dowdy
	






6