Exhibit10.54

EMPLOYMENT AGREEMENT

THISEMPLOYMENT AGREEMENT (the ‘‘Agreement’’) isentered into by CTC Media, Inc., a Delaware corporation (the‘‘Company’’), and John Dowdy (the‘‘Employee’’).

WHEREAS, the Companydesires to employ the Employee, and the Employee desires to be employedby the Company.

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

1.    Termof Employment. The Company hereby agrees to employ the Employee,and the Employee hereby accepts employment with the Company, upon theterms set forth in this Agreement, effective as of March20,  2006 (the ‘‘CommencementDate’’). The Employee’s employment shall continueuntil it is terminated in accordance with the provisions ofSection 5.

2.    Title; Capacity.

a)    The Employee shall serve as ChiefAccounting Officer and his job duties shall include supervising thecorporate accounting department, managing the consolidation process andpreparation of quarterly financial reports, preparing SEC filings forthe Company and its subsidiaries (collectively, the‘‘Group’’), managing the external auditprocess, implementing and monitoring the internal controls overfinancial reporting to ensure compliance with applicable laws andregulations (including Sarbanes Oxley Section 404), providing researchand guidance on US GAAP, SEC reporting and taxation matters, andperforming due diligence and integrating newly acquired entities. TheEmployee agrees to perform such other duties and responsibilities asthe Company’s Chief Financial Officer or his designee shall fromtime to time reasonably assign to him.

b)    The Employee shall be based at theCompany’s headquarters in Moscow, Russia or such other locationas the Company and the Employee shall mutuallyagree.

c)    The Employee shall be subjectto the supervision of, and shall have such authority as is delegated tohim by, the Company’s Chief Financial Officer or hisdesignee.

d)    The Employee agrees todevote his entire business time, attention and energies to the businessand interests of the Company during his employment with the Company andshall not engage in any other business activities without the priorwritten approval of the Chief Financial Officer. The Employee agrees toabide by the rules, regulations, instructions, personnel practices andpolicies of the Company and any changes therein that may be adoptedfrom time to time by the Company.

3.    Compensation andBenefits.

a)    SigningBonus. The Company shall pay the Employee a one-time signing bonusin the amount of $35,000 within 10 days of the Commencement Date. Thisamount shall be repayable by the Employee to the Company in the eventthat the Employee’s employment by the Company pursuant to thisAgreement is terminated at the election of the Employee within one yearor less from the CommencementDate.

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

c)    Discretionary Bonus. TheEmployee shall be eligible for an annual discretionary target bonus ofup to $52,500, less all applicable U.S. and Russian federal, state andlocal taxes and withholdings, subject to achievement of performancegoals set by the Chief Financial Officer. Whether such performancetargets, if any, have been achieved will be decided by the ChiefFinancial 

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Officer in his reasonable discretion. TheEmployee’s target bonus for 2006 shall be prorated from theCommencement Date. In any event, the Employee must be an activeemployee of the Company on the date the bonus for any fiscal year isdistributed in order to be eligible for a bonusaward.

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

e)    Insurance. The Company shallprovide the Employee and his immediate family with worldwide medical,vision and dental insurance with a reputable international healthinsurance provider. The Employees insurance coverage shall be governedby the terms of the insurancepolicies.

f)    RetirementBenefits. The Company may establish a 401(k) plan in which theEmployee shall be eligible to participate subject to and in accordancewith the formal plan documents governing such plan. If such a plan isestablished, the Company shall make a matching contribution equal to50% 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 aretreated for tax purposes by taxing and government authorities. In theevent that the Company determines not to so establish a 401(k) plan forthe Employee, the Company shall provide the Employee with an annualretirement benefit of $17,200 on or before December31st of each year of the Employee’s employment withthe Company starting from 2006 (to be paid in full in 2006 butpro-rated for any other partial employment years). The Employee shallbe responsible for all applicable U.S. and Russian federal, state andlocal taxes and withholdings on such benefit.

g)    Russian visas. The Companyshall assist the Employee and his immediate family to obtain thenecessary visas and work-related documents required for them to live inRussia and for the Employee to work in Russia, in each case, for theterm of the Employee’s employment with the Company. The Companywill bear the cost of obtaining such visas and work-related documents.The Company makes no representations regarding the ability of theEmployee and/or his immediate family members to obtain any such visasand work-related documents and/or maintain such status. The Employeeshall be responsible for maintaining any documents relating to hiscontinued performance of work in Russia.

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

i)    Relocation Expense. The Companyshall pay to the Employee a lump-sum relocation payment of $20,000 ifthe employment of the Employee pursuant to this Agreement is terminatedwithout Cause pursuant to Sections 5(b) and 5(c) below. For theavoidance of doubt, such relocation payment shall not be paid in theevent the employment of the Employee pursuant to this Agreement isterminated for Cause or if the Employee elects to terminate hisemployment.

j.    IndemnificationAgreement. The Company shall enter into an officer indemnificationagreement with the Employee (the ‘‘IndemnificationAgreement’’) in the form attached hereto as ExhibitA.

4.    Taxes. The Employee shall beresponsible for all of his own federal and/or state taxes payable inthe United States, Russia or any other jurisdiction in which he issubject to tax. During the term of the Employee’s employmentwith the Company and for any tax year which includes a period duringwhich the Employee was employed by the Company, the Company shall paythe costs of retaining tax accountants to prepare the Russian taxreturns for the Employee and his immediate family up to a maximum of$2,500 per annum.

5.    Employment Termination. Theemployment of the Employee by the Company pursuant to this Agreementshall terminate upon the occurrence of any of thefollowing:

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

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deemed to exist upon: (i) a good faith findingby the Company that (A) the Employee has failed to adequately performthe material aspects of his assigned duties for the Company in a mannerthat materially and adversely affects the Company, after written noticeof such failure of such duties and a reasonable opportunity to correctsuch failure, or (B) the Employee has engaged in dishonesty, grossnegligence or intentional misconduct that materially and adverselyaffects the Company; (ii) the Employee’s conviction of, or theentry of a pleading of guilty or nolo contendere by theEmployee, to any crime involving moral turpitude or any felony; (iii)the Employee’s material breach of Section 7 or 8 hereof if suchbreach is caused by the Employee’s intentional misconduct orgross negligence; (iv) the Employee’s intentional violation ofCompany policy in a manner that materially and adversely affects theCompany, after written notice of such violation and a reasonableopportunity to correct such failure; or (v) the Employee’sfailure to maintain the currency of a visa providing him with the rightto live and work in Russia during his employment with the Company,provided that such failure results from action or inaction on theEmployee’s part and not from (x) a change in Russian immigrationlaws or (y) the breach by the Company of its best efforts obligationset forth in Section 3(g).

b)    At theelection of the Company at any time within one year from theCommencement Date, without Cause, upon not less than threemonths’ prior writtennotice.

c)    At the election of theCompany greater than one year from the Commencement Date, withoutCause, upon not less than six months’ prior written notice oftermination.

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

e)    Upon the death ordisability of the Employee. As used in this Agreement, the term‘‘disability’’ shall mean the inability ofthe Employee, due to a physical or mental disability, for a period ofseventy-five (75) business days, whether or not consecutive, during any360-day period to perform the services contemplated under thisAgreement. A determination of disability shall be made by a physiciansatisfactory to both the Employee and the Company, providedthat if the Employee and the Company do not agree on a physician,the Employee and the Company shall each select a physician and thesetwo together shall select a third physician, whose determination as todisability shall be binding on all parties.

6.    Effectof Termination.

a)    In the eventthe Employee’s employment is terminated for Cause pursuant toSection 5(a), or at the election of either party pursuant to Sections5(b), 5(c) or 5(d), the Company shall pay to the Employee thecompensation and benefits otherwise payable to the Employee underSection 3 through the last day of the Employee’s actualemployment by the Company.

b)    If theEmployee’s employment is terminated by death or because ofdisability pursuant to Section 5(e), the Company shall pay to theEmployee or the Employee’s estate, as the case may be, thecompensation which would otherwise be payable to Employee under Section3 up to the end of a one month period after which the termination ofthe Employee’s employment occurs because of death ordisability.

7.    Non-Competition andNon-Solicitation.

a)    During theterm 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 thetermination of such employment, the Employee will not directly orindirectly:

i)    as an individualproprietor, partner, stockholder, officer, employee, director, jointventurer, investor, lender, or in any other capacity whatsoever (otherthan as the holder of not more than one percent (1%) of thetotal outstanding stock of a publicly held company), engage in thebusiness of television broadcasting in Russia or any other country inwhich the Group is then operating or in which it has undertakenmaterial preparations to begin operating;or

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

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

(b)    If any restriction set forth inthis Section 7 is found by any court of competent jurisdictionto be unenforceable because it extends for too long a period of time orover 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 beenforceable.

(c)    The Employeeacknowledges and agrees that the restrictions contained in thisSection 7 are necessary for the protection of the business andgoodwill of the Group and are considered by the Employee to bereasonable for such purpose. The Employee agrees that any breach ofthis Section 7 will cause the Company substantial andirrevocable damage and therefore, in the event of any such breach, inaddition to such other remedies which may be available, the Companyshall have the right to seek specific performance and injunctiverelief.

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

8.    ProprietaryInformation.

a)    The Employee agreesthat all information and know-how, whether or not in writing, of aprivate, secret or confidential nature concerning the Group’sbusiness or financial affairs (collectively,‘‘Proprietary Information’’) is and shallbe the exclusive property of the Group. By way of illustration, but notlimitation, Proprietary Information may include business processes,methods and techniques; planned programming schedules; material termsof contracts, research data, personnel data, computer programs andsupplier lists. The Employee shall not disclose any ProprietaryInformation to others outside the Group or use the same for anyunauthorized purposes without written approval of the Chief EmployeeOfficer or the Board, either during or after his employment, unless anduntil such Proprietary Information has become public knowledge withoutfault by the Employee.

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

(c)    The Employee agrees that hisobligation not to disclose or use information, know-how and records ofthe types set forth in paragraphs (a) and (b) above, also extends tosuch types of information, know-how, records and tangible property ofbusiness partners of the Group or other third parties who may havedisclosed or entrusted the same to the Group or to the Employee in thecourse of the Group’sbusiness.

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

9.    No Restrictions OnEmployment. The Employee hereby represents that he is not bound bythe terms of any agreement with any previous employer or other party torefrain from using or disclosing any trade secret or confidential orproprietary information in the course of his employment with theCompany or to refrain from competing, directly or indirectly, with thebusiness of such previous employer or any other party. The Employeefurther represents that his performance of all the terms of thisAgreement and as an employee of the Company does not and will notbreach any agreement to keep in confidence proprietary information,knowledge or data acquired by him in confidence or in trust prior tohis employment with the Company.

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

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11.    Entire Agreement. ThisAgreement, together with the Indemnification Agreement, constitutes theentire agreement between the parties and supersedes all prioragreements and understandings, whether written or oral (including,without limitation, the letter agreement dated February13,  2006 between the Company and the Employee setting forth theterms of the Company’s offer of employment to the Employee andthe Prior Agreement), relating to the subject matter of thisAgreement.

12.    Amendment. This Agreement may beamended or modified only by a written instrument executed by both theChief Financial Officer or another officer of the Company designated bythe Board, on the one hand, and the Employee, on the otherhand.

13.    Governing Law, Forum and Jurisdiction.This Agreement shall be governed by and construed under and inaccordance with the laws of the State of Delaware. Any action, suit, orother legal proceeding which is commenced to resolve any matter arisingunder or relating to any provision of this Agreement shall be commencedonly in a court of the State of Delaware (or, if appropriate, a federalcourt located within Delaware), and the Company and the Employee eachconsents to the exclusive jurisdiction of such acourt.

14.    Successors and Assigns. This Agreementshall be binding upon and inure to the benefit of both parties andtheir respective successors and assigns, including any corporation withwhich or into which the Company may be merged or which may succeed toits assets or business, provided, however, that the obligations of theEmployee are personal and shall not be assigned byhim.

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

16.    No Waiver. No delay oromission by the Company in exercising any right under this Agreementshall operate as a waiver of that or any other right. A waiver orconsent given by the Company on any one occasion shall be effectiveonly in that instance and shall not be construed as a bar or waiver ofany right on any otheroccasion.

17.    Validity/Severability. In case anyprovision of this Agreement shall be invalid, illegal or otherwiseunenforceable, the validity, legality and enforceability of theremaining provisions shall in no way be affected or impairedthereby.

18.    Captions. The captions of thesections of this Agreement are for convenience of reference only and inno way define, limit or affect the scope or substance of any section ofthis Agreement.

[The remainder of this page isintentionally left blank.]

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IN WITNESS WHEREOF, the partieshereto have executed this Agreement as of the day and year set forthbelow.

|                        |  |  |        |  |  |        |  |  |                        |
|------------------------|--|--|--------|--|--|--------|--|--|------------------------|
|                   |  |  |   |  |  |   |  |  | CTCMEDIA,INC.          |
| Dated:11 September2006 |  |  |   |  |  | By:    |  |  | /s/Nilesh Lakhani      |
|                   |  |  |   |  |  |   |  |  | NileshLakhani          |
|                   |  |  |   |  |  |   |  |  | Chief FinancialOfficer |
|                        |

|        |  |  |          |  |  |                                    |
|--------|--|--|----------|--|--|------------------------------------|
|   |  |  | Address: |  |  | 15APravda StreetMoscow125124Russia |
|        |

|                       |  |  |        |  |  |        |  |  |               |
|-----------------------|--|--|--------|--|--|--------|--|--|---------------|
| Dated:8 September2006 |  |  |   |  |  | By:    |  |  | /s/ JohnDowdy |
|                  |  |  |   |  |  |   |  |  | JohnDowdy     |
|                       |

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