Exhibit10.52

CTC MEDIA, INC.NOTICE OF GRANT OF STOCKOPTION

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

Optionee:John Dowdy

Grant Date: June  1,2006

Exercise Price: $16.95 per share

Numberof Option Shares: 5,899 shares

Expiration Date:June  1,  2016

|                      |                                                             |
|----------------------|-------------------------------------------------------------|
| Type ofOption:  |   X     IncentiveStock Option |

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   |           Non-Statutory Stock Option |

DateExercisable: The Option shall become exercisable with respect tothe Option Shares asfollows:

|                                  |  |  |                                                                          |  |       |  |
|----------------------------------|--|--|--------------------------------------------------------------------------|--|-------|--|
| Date                             |  |  | AggregateNumber of Option Shares for which the Option is thenExercisable |
| On and after March  20,2007      |  |  |                                                                          |  | 1,188 |  |
| On and after June30,  2007       |  |  |                                                                          |  | 1,599 |  |
| On and afterSeptember  30,  2007 |  |  |                                                                          |  | 1,968 |  |
| Onand after December  31,2007    |  |  |                                                                          |  | 2,337 |  |
| On and after March31,  2008      |  |  |                                                                          |  | 2,706 |  |
| On and afterJune  30,  2008      |  |  |                                                                          |  | 3,075 |  |
| On andafter September  30,2008   |  |  |                                                                          |  | 3,444 |  |
| On and after December31,  2008   |  |  |                                                                          |  | 3,813 |  |
| On and afterMarch  31,  2009     |  |  |                                                                          |  | 4,182 |  |
| On andafter June  30,  2009      |  |  |                                                                          |  | 4,551 |  |
| Onand after September  30,2009   |  |  |                                                                          |  | 4,920 |  |
| On and after December31,  2009   |  |  |                                                                          |  | 5,289 |  |
| On and afterMarch  31,  2010     |  |  |                                                                          |  | 5,658 |  |
| On andafter May  31,2010         |  |  |                                                                          |  | 5,899 |  |
|                                  |

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

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

No Employment or ServiceContract. Nothing in this Notice or in the attached Stock OptionAgreement or Plan shall confer upon Optionee any right to continue inService for any period of specific duration or interfere with orotherwise restrict in any way the rights of the Corporation (or anyParent or Subsidiary employing or retaining Optionee) or of Optionee,which rights are hereby expressly reserved by each, to terminateOptionee’s Service at any time for any reason, with or withoutcause.

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

July 19,2006

|        |  |  |               |  |  |                        |
|--------|--|--|---------------|--|--|------------------------|
|   |  |  | CTCMEDIA,INC. |
|   |  |  | By:           |  |  | /s/AlexanderRodnyansky |
|   |  |  | Title:        |  |  | CEO                    |
|   |  |  | /s/John Dowdy |
|   |  |  | JohnDowdy     |
|        |

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EXHIBIT A

STOCKOPTION AGREEMENT

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CTC MEDIA, INC.STOCK OPTIONAGREEMENT

RECITALS

A.    The Board hasadopted the Plan for the purpose of retaining the services of selectedEmployees, non-employee members of the Board or the board of directorsof any Parent or Subsidiary and consultants and other independentadvisors in the service of the Corporation (or any Parent orSubsidiary).

B.    Optionee is to render valuable services tothe Corporation (or a Parent or Subsidiary), and this Agreement isexecuted pursuant to, and is intended to carry out the purposes of, thePlan in connection with the Corporation’s grant of an option toOptionee.

C.    All capitalized terms in this Agreement shallhave the meaning assigned to them in the attachedAppendix.

NOW, THEREFORE, it is hereby agreed asfollows:

1.    Grant of Option.    TheCorporation hereby grants to Optionee, as of the Grant Date, an optionto purchase up to the number of Option Shares specified in the GrantNotice. The Option Shares shall be purchasable from time to time duringthe option term specified in Paragraph 2 at the ExercisePrice.

2.    Option Term.    This optionshall have a term of ten (10) years measured from the Grant Date andshall accordingly expire at the close of business on the ExpirationDate, unless sooner terminated in accordance with Paragraph 5 or6.

3.    Limited Transferability.    DuringOptionee’s lifetime, this option shall be exercisable only byOptionee and shall not be assignable or transferable other than by willor by the laws of descent and distribution following Optionee’sdeath.

4.    Dates of Exercise.    Thisoption shall become exercisable for the Option Shares in one or moreinstallments as specified in the Grant Notice. As the option becomesexercisable for such installments, those installments shall accumulateand the option shall remain exercisable for the accumulatedinstallments until the Expiration Date or sooner termination of theoption term under Paragraph 5 or 6.

5.    Cessation ofService.    The option term specified in Paragraph 2 shallterminate (and this option shall cease to be outstanding) prior to theExpiration Date should any of the following provisions becomeapplicable:

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

(b)    Should Optioneedie while this option is outstanding, then the personal representativeof Optionee’s estate or the person or persons to whom the optionis transferred pursuant to Optionee’s will or in accordance withthe 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 periodmeasured from the date of Optionee’s death or (ii) the ExpirationDate.

(c)    Should Optionee cease Service by reason ofDisability while this option is outstanding, then Optionee shall have aperiod of twelve (12) months (commencing with the date of suchcessation of Service) during which to exercise this option. In no eventshall this option be exercisable at any time after the ExpirationDate.

Note: Exercise of this option on a date later thanthree (3) months following cessation of Service due to Disability willresult in loss of favorable Incentive Option treatment, unlesssuch Disability constitutes Permanent Disability. In the event thatIncentive Option treatment is not available, this option will be taxedas a Non-Statutory Option upon exercise.

(d)    During thelimited period of post-Service exercisability, this option may not beexercised in the aggregate for more than the number of Option Sharesfor which this Option is, at the time of Optionee’s 

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cessation of Service, exercisable pursuant tothe exercise schedule specified in the Grant Notice or the specialacceleration provisions of Paragraph 6. Upon the expiration of suchlimited exercise period or (if earlier) upon the Expiration Date, thisoption shall terminate and cease to be outstanding for any vestedOption Shares for which the option has not been exercised. To theextent Optionee is not vested in the Option Shares at the time ofOptionee’s cessation of Service, this option shall immediatelyterminate and cease to be outstanding with respect to thoseshares.

6.    Acceleration ofOption.

(a)    In the event of any CorporateTransaction, the exercisability of this option, to the extent thisoption is not otherwise fully exercisable, shall automaticallyaccelerate in full so that this option shall, immediately prior to theeffective date of the Corporate Transaction, become fully exercisablefor all the Option Shares and may be exercised for any or all of thoseOption Shares as fully-vested shares of Common Stock. However, theexercisability of the Option Shares shall not so accelerate ifand to the extent: (i) this option is assumed by the successorcorporation (or parent thereof) in the Corporate Transaction of thisoption to the extent this option is not otherwise fully exercisable or(ii) this option is to be replaced with a cash incentive program of thesuccessor corporation which preserves the spread existing on theunvested Option Shares at the time of the Corporate Transaction (theexcess of the Fair Market Value of those Option Shares over theExercise Price payable for such shares) and provides for subsequentpayout in accordance with the same exercise schedule applicable tothose unvested Option Shares as set forth in the Grant Notice unless,in either case, the Plan Administrator has determined that theexercisability of the Option Shares shall accelerate automatically uponthe occurrence of a Corporate Transaction regardless of whether thoseoptions are to be assumed or replaced in the CorporateTransaction.

(b)    Immediately following the CorporateTransaction, this option shall terminate and cease to be outstanding,except to the extent assumed by the successor corporation (or parentthereof) in connection with the CorporateTransaction.

(c)    If this option is assumed in connectionwith a Corporate Transaction, then this option shall be appropriatelyadjusted, immediately after such Corporate Transaction, to apply to thenumber and class of securities which would have been issuable toOptionee in consummation of such Corporate Transaction had the optionbeen exercised immediately prior to such Corporate Transaction, andappropriate adjustments shall also be made to the Exercise Price,provided the aggregate Exercise Price shall remain thesame.

(d)    This Agreement shall not in any way affect theright of the Corporation to adjust, reclassify, reorganize or otherwisechange its capital or business structure or to merge, consolidate,dissolve, liquidate or sell or transfer all or any part of its businessor assets.

7.    Adjustment in OptionShares.    Should any change be made to the Common Stock byreason of any stock split, stock dividend, recapitalization,combination of shares, exchange of shares or other change affecting theoutstanding Common Stock as a class without the Corporation’sreceipt 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 therebypreclude a dilution or enlargement of benefitshereunder.

8.    Shareholder Rights.    Theholder of this option shall not have any shareholder rights withrespect to the Option Shares until such person shall have exercised theoption, paid the Exercise Price and become a holder of record of thepurchased shares.

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9.    Manner of ExercisingOption.

(a)    In order to exercise this option withrespect to all or any part of the Option Shares for which this optionis at the time exercisable, Optionee (or any other person or personsexercising the option) must take the followingactions:

(i)    Execute and deliver to the Corporationa Purchase Agreement for the Option Shares for which the option isexercised.

(ii)    Pay the aggregate Exercise Price forthe purchased shares in one or more of the followingforms:

(A)    cash or check made payable to theCorporation; or

(B)    a promissory note payable to theCorporation, but only to the extent authorized by the PlanAdministrator in accordance with Paragraph 13.

Should theCommon Stock be registered under Section 12(g) of the 1934 Act at thetime the option is exercised, then the Exercise Price may also be paidas follows:

(C)    in shares of Common Stock held byOptionee (or any other person or persons exercising the option) for therequisite period necessary to avoid a charge to the Corporation’searnings for financial reporting purposes and valued at Fair MarketValue on the Exercise Date; or

(D)    through aspecial sale and remittance procedure pursuant to which Optionee (orany other person or persons exercising the option) shall concurrentlyprovide irrevocable written instructions (a) to aCorporation-designated brokerage firm to effect the immediate sale ofthe purchased shares and remit to the Corporation, out of the saleproceeds available on the settlement date, sufficient funds to coverthe aggregate Exercise Price payable for the purchased shares plus allapplicable Federal, state and local income and employment taxesrequired to be withheld by the Corporation by reason of such exerciseand (b) to the Corporation to deliver the certificates for thepurchased shares directly to such brokerage firm in order to completethe sale.

Except to the extent the sale and remittanceprocedure is utilized in connection with the option exercise, paymentof the Exercise Price must accompany the Purchase Agreement deliveredto the Corporation in connection with the option exercise.

(iii)    Furnish to the Corporation appropriatedocumentation that the person or persons exercising the option (ifother than Optionee) have the right to exercise thisoption.

(iv)    Execute and deliver to the Corporationsuch written representations as may be requested by the Corporation inorder for it to comply with the applicable requirements of Federal andstate securities laws.

(v)    Make appropriatearrangements with the Corporation (or Parent or Subsidiary employing orretaining Optionee) for the satisfaction of all Federal, state andlocal income and employment tax withholding requirements applicable tothe option exercise.

(b)    As soon as practical after theExercise Date, the Corporation shall issue to or on behalf of Optionee(or any other person or persons exercising this option) a certificatefor the purchased Option Shares, with the appropriate legends affixedthereto.

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

10.    Compliance with Laws andRegulations. 

(a)    The exercise of this option andthe issuance of the Option Shares upon such exercise shall be subjectto compliance by the Corporation and Optionee with all applicablerequirements of law relating thereto and with all applicableregulations of any stock exchange (or the Nasdaq National Market, ifapplicable) on which the Common Stock may be listed for trading at thetime of such exercise and issuance.

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(b)    The inability of the Corporationto obtain approval from any regulatory body having authority deemed bythe Corporation to be necessary to the lawful issuance and sale of anyCommon Stock pursuant to this option shall relieve the Corporation ofany liability with respect to the non-issuance or sale of the CommonStock as to which such approval shall not have been obtained. TheCorporation, however, shall use its best efforts to obtain all suchapprovals.

11.    Successors andAssigns.    Except to the extent otherwise provided inParagraphs 3 and 6, the provisions of this Agreement shall inure to thebenefit of, and be binding upon, the Corporation and its successors andassigns and Optionee, Optionee’s assigns and the legalrepresentatives, heirs and legatees of Optionee’sestate.

12.    Notices.    Any noticerequired to be given or delivered to the Corporation under the terms ofthis Agreement shall be in writing and addressed to the Corporation atits principal corporate offices. Any notice required to be given ordelivered to Optionee shall be in writing and addressed to Optionee atthe address indicated below Optionee’s signature line on theGrant Notice. All notices shall be deemed effective upon personaldelivery or upon deposit in the mail, postage prepaid and properlyaddressed to the party to be notified.

13.    Financing.    The Plan Administratormay, in its absolute discretion and without any obligation to do so,permit Optionee to pay the Exercise Price for the purchased OptionShares by delivering a full-recourse, interest-bearing promissory notesecured by those Option Shares. The payment schedule in effect for anysuch promissory note shall be established by the Plan Administrator inits solediscretion.

14.    Construction.    ThisAgreement and the option evidenced hereby are made and granted pursuantto the Plan and are in all respects limited by and subject to the termsof the Plan. All decisions of the Plan Administrator with respect toany question or issue arising under the Plan or this Agreement shall beconclusive and binding on all persons having an interest in thisoption.

15.    Governing Law.    Theinterpretation, performance and enforcement of this Agreement shall begoverned by the laws of the State of California without resort to thatState’s conflict-of-laws rules.

16.    ShareholderApproval.    If the Option Shares covered by thisAgreement exceed, as of the Grant Date, the number of shares of CommonStock which may be issued under the Plan as last approved by theshareholders, then this option shall be void with respect to suchexcess shares, unless shareholder approval of an amendment sufficientlyincreasing the number of shares of Common Stock issuable under the Planis obtained in accordance with the provisions of thePlan.

17.    Additional Terms Applicable to an IncentiveOption.    In the event this option is designated anIncentive Option in the Grant Notice, the following terms andconditions shall also apply to the grant:

(i)    This optionshall cease to qualify for favorable tax treatment as an IncentiveOption if (and to the extent) this option is exercised for one or moreOption Shares: (A) more than three (3) months after the date Optioneeceases to be an Employee for any reason other than death or PermanentDisability or (B) more than twelve (12) months after the date Optioneeceases to be an Employee by reason of PermanentDisability.

(ii)    No installment under this option shallqualify for favorable tax treatment as an Incentive Option if (and tothe extent) the aggregate Fair Market Value (determined at the GrantDate) of the Common Stock for which such installment first becomesexercisable hereunder would, when added to the aggregate value(determined as of the respective date or dates of grant) of any earlierinstallments of the Common Stock and any other securities for whichthis option or any other Incentive Options granted to Optionee prior tothe Grant Date (whether under the Plan or any other option plan of theCorporation or any Parent or Subsidiary) first become exercisableduring 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 optionshall nevertheless become exercisable for the excess shares in suchcalendar year as a Non-Statutory Option.

(iii)    Should theexercisability of this option be accelerated upon a CorporateTransaction, then this option shall qualify for favorable tax treatmentas an Incentive Option only to the extent the aggregate Fair MarketValue (determined at the Grant Date) of the Common Stock for which thisoption first 

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becomes exercisable in the calendar year inwhich the Corporate Transaction occurs does not, when added to theaggregate value (determined as of the respective date or dates ofgrant) of the Common Stock or other securities for which this option orone or more other Incentive Options granted to Optionee prior to theGrant Date (whether under the Plan or any other option plan of theCorporation or any Parent or Subsidiary) first become exercisableduring the same calendar year, exceed One Hundred Thousand Dollars($100,000) in the aggregate. Should the applicable One Hundred ThousandDollar ($100,000) limitation be exceeded in the calendar year of suchCorporate Transaction, the option may nevertheless be exercised for theexcess shares in such calendar year as a Non-StatutoryOption.

(iv)    Should Optionee hold, in addition to thisoption, one or more other options to purchase Common Stock which becomeexercisable for the first time in the same calendar year as thisoption, then the foregoing limitations on the exercisability of suchoptions as Incentive Options shall be applied on the basis of the orderin which such options are granted.

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APPENDIX

The followingdefinitions shall be in effect under theAgreement:

A.    Agreement    shall meanthis Stock OptionAgreement.

B.    Board    shall mean theCorporation’s Board ofDirectors.

C.    Code    shall mean theInternal Revenue Code of 1986, asamended.

D.    Common Stock    shall meanthe Corporation’s common stock.

E.    CorporateTransaction    shall mean either of the followingshareholder-approved transactions to which the Corporation is aparty:

(i)    a merger or consolidation in which securitiespossessing more than fifty percent (50%) of the total combinedvoting power of the Corporation’s outstanding securities aretransferred to a person or persons different from the persons holdingthose securities immediately prior to such transaction,or

(ii)    the sale, transfer or other disposition of all orsubstantially all of the Corporation’s assets in completeliquidation or dissolution of the Corporation.

F.    Corporation    shall mean CTC Media,Inc., a Delawarecorporation.

G.    Disability    shall meanthe inability of Optionee to engage in any substantial gainful activityby reason of any medically determinable physical or mental impairmentand shall be determined by the Plan Administrator on the basis of suchmedical evidence as the Plan Administrator deems warranted under thecircumstances. Disability shall be deemed to constitute PermanentDisability in the event that such Disability is expected to resultin death or has lasted or can be expected to last for a continuousperiod of twelve (12) months ormore.

H.    Employee    shall mean anindividual who is in the employ of the Corporation (or any Parent orSubsidiary), subject to the control and direction of the employerentity as to both the work to be performed and the manner and method ofperformance.

I.    Exercise Date    shallmean the date on which the option shall have been exercised inaccordance with Paragraph 9 of theAgreement.

J.    Exercise Price    shallmean the exercise price payable per Option Share as specified in theGrant Notice.

K.    ExpirationDate    shall mean the date on which the option expires asspecified in the Grant Notice.

L.    Fair MarketValue    per share of Common Stock on any relevant dateshall be determined in accordance with the followingprovisions:

(i)    If the Common Stock is at the time traded onthe Nasdaq National Market, then the Fair Market Value shall be theclosing selling price per share of Common Stock on the date inquestion, as the price is reported by the National Association ofSecurities Dealers on the Nasdaq National Market or any successorsystem. If there is no closing selling price for the Common Stock onthe date in question, then the Fair Market Value shall be the closingselling price on the last preceding date for which such quotationexists.

(ii)    If the Common Stock is at the time listed onany Stock Exchange, then the Fair Market Value shall be the closingselling price per share of Common Stock on the date in question on theStock Exchange determined by the Plan Administrator to be the primarymarket for the Common Stock, as such price is officially quoted in thecomposite tape of transactions on such exchange. If there is no closingselling price for the Common Stock on the date in question, then theFair Market Value shall be the closing selling price on the lastpreceding date for which such quotation exists.

(iii)    Ifthe Common Stock is at the time neither listed on any Stock Exchangenor traded on the Nasdaq National Market, then the Fair Market Valueshall be determined by the Plan Administrator after taking into accountsuch factors as the Plan Administrator shall deemappropriate.

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M.    GrantDate    shall mean the date of grant of the option asspecified in the Grant Notice.

N.    GrantNotice    shall mean the Notice of Grant of Stock Optionaccompanying the Agreement, pursuant to which Optionee has beeninformed of the basic terms of the option evidencedhereby.

O.    Incentive Option    shallmean an option which satisfies the requirements of Code Section422.

P.    1934 Act    shall mean theSecurities Exchange Act of 1934, asamended.

Q.    Non-StatutoryOption    shall mean an option not intended to satisfy therequirements of Code Section 422.

R.    OptionShares    shall mean the number of shares of Common Stocksubject to theoption.

S.    Optionee    shall mean theperson to whom the option is granted as specified in the GrantNotice.

T.    Parent    shall mean anycorporation (other than the Corporation) in an unbroken chain ofcorporations ending with the Corporation, provided each corporation inthe unbroken chain (other than the Corporation) owns, at the time ofthe determination, stock possessing fifty percent (50%) or moreof the total combined voting power of all classes of stock in one ofthe other corporations in suchchain.

U.    Plan    shall mean theCorporation’s 1996 Stock Option/Stock IssuancePlan.

V.    Plan Administrator    shallmean either the Board or a committee of the Board acting in itscapacity as administrator of the Plan.

W.    PurchaseAgreement    shall mean the stock purchase agreement insubstantially the form of Exhibit B to the GrantNotice.

X.    Service    shall mean theOptionee’s performance of services for the Corporation (or anyParent or Subsidiary) in the capacity of an Employee, a non-employeemember of the board of directors or an independentconsultant.

Y.    Stock Exchange    shallmean the American Stock Exchange or the New York StockExchange.

Z.    Subsidiary    shall meanany corporation (other than the Corporation) in an unbroken chain ofcorporations beginning with the Corporation, provided each corporation(other than the last corporation) in the unbroken chain owns, at thetime of the determination, stock possessing fifty percent (50%)or more of the total combined voting power of all classes of stock inone of the other corporations in suchchain.

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