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                                   EXHIBIT 2.4

                        ASSIGNMENT OF LICENSE AGREEMENTS

          THIS ASSIGNMENT is made as of the 21st day of May, 1996, by CSX REALTY
DEVELOPMENT CORPORATION, a Georgia corporation, THE THREE RIVERS RAILWAY
COMPANY, a Pennsylvania corporation, THE ATLANTIC LAND AND IMPROVEMENT COMPANY,
a Virginia corporation, WINSTON-SALEM SOUTHBOUND RAILWAY COMPANY, a North
Carolina corporation, GAINESVILLE MIDLAND RAILROAD COMPANY, a Georgia
corporation, and RICHMOND, FREDERICKSBURG AND POTOMAC RAILWAY COMPANY, a
Virginia and Delaware corporation (collectively, "CSX"), to RAILCOM, LTD., a
Georgia corporation ("RailCom").

                                   BACKGROUND

          A. Pursuant to a Purchase and Sale Agreement dated January 23, 1996,
as amended, between the parties hereto (the "Purchase and Sale Agreement"), CSX
has conveyed to RailCom an easement over various interests in real property
underlying certain support structures for certain outdoor advertising
facilities.

          B. In connection with the transfer of the easement, CSX wishes to
assign to RailCom all right, title and interest in various license agreements
between CSX and third parties, all of which are listed on Exhibit A attached
hereto (the "Licenses").

          C. All capitalized terms used herein shall have the meaning ascribed
to them in the Purchase and Sale Agreement.

                               TERMS OF ASSIGNMENT

          NOW THEREFORE, in consideration of the sum of Ten Dollars ($10) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, CSX and RailCom do hereby agree as follows:

          1. CSX hereby assigns to RailCom all of CSX's right, title and
interest in the Licenses. Notwithstanding anything to the contrary set forth
herein, CSX hereby retains its rights in the Licenses, including the right to
all payments to CSX thereunder, through the effective date of this Agreement.

          2. CSX is entitled to all revenue generated by the Licenses through
the date of this Agreement. If any such revenue is delivered to RailCom, RailCom
shall immediately pay all such amounts to CSX. RailCom is entitled to all
revenue from the Licenses accruing after the effective date hereof.

          3. CSX represents and warrants that it has made no prior assignment of
the Licenses.

          4. As of the effective date of this Assignment, RailCom assumes all
obligations of CSX under the Licenses (except for obligations or liabilities
accrued prior to the effective date hereof). RailCom hereby indemnifies, defends
and holds CSX harmless from all claims whatsoever arising out of the Licenses as
of the effective date of this Assignment, including all costs and reasonable
attorneys' fees. CSX hereby indemnifies, defends, and hold harmless RailCom from
all claims whatsoever arising out of the Licenses before the effective date of
this Assignment.

          5. This Assignment is subject to CSX's right to terminate the easement
granted to RailCom to the extent provided in a separate Grant of Easement and
Agreement between CSX and RailCom of even date herewith (the "Grant of
Easement").

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          6. This Assignment and the conveyance described herein is subject to a
vendor's lien to secure RailCom's repayment of a promissory note from RailCom to
CSX Realty Development Corporation (as designee for CSX) of even date herewith
in the principal amount of $18,480,655 (the "Note"). Such vendor's lien shall
remain in full force and effect until the Note is paid in full.

          IN WITNESS WHEREOF, CSX and RailCom have executed this Assignment as
of the day and year first written above.

                    CSX REALTY DEVELOPMENT CORPORATION, a Georgia corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President

                    THE THREE RIVERS RAILWAY COMPANY, a Pennsylvania corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President



                    THE ATLANTIC LAND AND IMPROVEMENT COMPANY, a Virginia
                    corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President


                    WINSTON-SALEM SOUTHBOUND RAILWAY COMPANY, a North Carolina
                    corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President



                    GAINESVILLE MIDLAND RAILROAD COMPANY, a Georgia corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President



                    RICHMOND, FREDERICKSBURG AND POTOMAC RAILWAY COMPANY,
                    a Virginia and Delaware corporation

                    By:                 /S/ Patricia J. Aftoora
                        --------------------------------------------------------
                              __________________________________, Vice President

                              --------------------------------------------------


                    RAILCOM, LTD, a Georgia corporation

                    By:             /S/ Eugene N. Martini
                        --------------------------------------------------------
                          __________________________,  Executive Vice President


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