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                                                                   Exhibit 10.39

 
                   RESIGNATION AGREEMENT AND GENERAL RELEASE

     THIS RESIGNATION AGREEMENT AND GENERAL RELEASE, made and entered into as of
the 5th day of November, 1996, by and between GERALD E. DAVIS (hereinafter
referred to as the "Employee") and ATLAS CORPORATION, a corporation organized
under the laws of Delaware (hereinafter referred to as the "Company").

                             W I T N E S S E T H :
                             - - - - - - - - - -  

     WHEREAS, the Employee has been employed by the Company as its President,
pursuant to the provisions of an employment agreement between the Company and
the Employee dated June 1, 1995, as the same may have been amended from time to
time (the "Employment Agreement"); and

     WHEREAS, the Employee and the Company deem it to be in their mutual
interest that Employee's employment with the Company shall terminate; and

     WHEREAS, the Employee and the Company desire to settle fully and finally
all outstanding matters between them, including, but in no way limited to, any
outstanding matters that might arise out of the Employment Agreement, Employee's
employment with the Company and the termination thereof; and

     WHEREAS, the Company has agreed to grant the Employee, under the terms
of this Agreement, additional compensation in the form of stock options, which
the Company is not otherwise obligated to grant and is in addition to anything
of value to which the Employee is otherwise entitled;

     NOW, THEREFORE, in consideration of the premises and mutual promises herein
contained, it is agreed as follows:

     1.   TERMINATION DATE. The parties agree that the Employee's employment by
the Company shall terminate effective as of November 5, 1996 (the "Termination
Date"). Employee understands and agrees that, effective as of the Termination
Date, he is no longer authorized to incur any expenses, obligations or
liabilities on behalf of the Company. Employee acknowledges that he has
submitted, and has been paid in full, for all outstanding expenses incurred or
claimed by him through such date.

     2.   RESIGNATION. The execution of this Agreement shall serve as the
resignation by the Employee as an officer, director and employee of the Company
and of any "Affiliate" of the Company (as that term is defined by Paragraph
16(c) of this Agreement), including, without limitation, its Cornerstone
subsidiary, and as a trustee, fiduciary or administrator of any employee benefit
plan of the Company or any Affiliate, effective as of the Termination Date.
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                                      -2-
 
The Executive shall not, for a period of three (3) years from the Termination
Date, serve as an officer, director or employee of, or consult for or have a
financial interest in (other than an interest of not more than 2% in any entity
whose shares are publicly traded), any Affiliate of the Company, without the
Company's written consent.

          3.  TERMS OF SEPARATION. In consideration of the agreements by
Employee provided herein, including without limitation the release by the
Employee in Paragraph 4 hereof, the Company agrees to provide the following
payments and benefits to the Employee:

              (a)  The Company shall pay to the Employee, in full satisfaction
of any claims by him for salary, bonus, vacation, holiday, pension or profit
sharing benefits, separation or severance pay and any other claim for
compensation or benefits of any kind whatsoever under the Employment Agreement
or otherwise, a total payment of $325,656.96 (less applicable withholding for
payroll and other taxes). Such payment shall be made by the Company by mailing
to the Employee, by first class mail, on the date that this Agreement becomes
irrevocable in accordance with Paragraph 11 hereof, a check in the amount of
$25,656.96 (less applicable withholding for payroll and other taxes) and, on
January 2, 1997, a check in the amount of $300,000 (less applicable withholding
for payroll and other taxes).

             (b)   (i)  At any time prior to the first anniversary of the
Termination Date, the Employee may exercise the options granted to him on May
19, 1995 and August 10, 1995 under the Company's Long Term Incentive Plan (the
"Existing Options") to purchase 100,000 shares of stock of the Company at an
exercise price of $2 per share. The Existing Options shall expire if not
exercised by the first anniversary of the Termination Date. The exercise
procedures and other terms of the Existing Options are as provided by the Long
Term Incentive Plan maintained by the Company.

                  (ii)  At any time prior to the second anniversary of the
Termination Date, the Employee may exercise the additional options granted to
him hereunder by the Company (the "Additional Options") to purchase 100,000
shares of stock of the Company at an exercise price of $1 per share. The
Additional Options shall expire if not exercised by the second anniversary of
the Termination Date. The exercise procedures and other terms of the Additional
Options are as provided by the related Stock Option Agreement between the
Employee and the Company.

              (c)  It is acknowledged that the Company has made available to the
Employee through the Termination Date coverage under the Company's medical
benefits plan for himself and his dependents under the same terms and
conditions, including required contributions, as apply to active employees.
Thereafter, the Employee may purchase, if eligible, continuation medical
benefits coverage to the extent and for the period provided by federal law;
provided that, with respect to the first six months of such continuation medical
benefits coverage, the Company shall pay the premium which would otherwise be
payable by the Employee.

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                                      -3-
 
          (d) Distributions or payments to Employee shall be made under any tax-
qualified employee benefit plans of the Company in which the Employee
participated prior to the Termination Date, to the extent provided by such
plans.

     4.   RELEASE BY EMPLOYEE. In consideration for the promises contained
herein, Employee hereby irrevocably and unconditionally releases, acquits and
forever discharges for himself and his heirs, executors, administrators,
successors and assigns, the Company and each of the Company's parent companies,
stockholders, predecessors, successors, assigns, agents, directors, officers,
employees, representatives, attorneys, divisions, subsidiaries, Affiliates (and
stockholders, agents, directors, officers, employees, representatives and
attorneys of such, parent companies, divisions, subsidiaries and Affiliates),
and all persons acting by, through, under or in concert with any of them
(collectively, the "Company Releasees"), or any of them, from any and all
charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including attorneys' fees and costs actually
incurred) of any nature whatsoever, known or unknown, suspected or unsuspected,
including, but not limited to, claims arising directly or indirectly out of the
Employee's employment by the Company, and the termination of the Employee's
employment, claims under the Employment Agreement, claims under the Long Term
Incentive Plan, claims for compensation of any kind, claims for workers'
compensation, claims in equity or law for wrongful discharge, claims arising in
tort, personal injury, defamation, mental anguish, emotional distress, injury to
health and reputation, claims under federal, state or local laws prohibiting
discrimination on account of age, national origin, race, sex, handicap, religion
and similar classifications, claims under the Civil Rights Acts of 1866 and
1871, as amended; The Civil Rights Act of 1964, Title VII, as amended; the Civil
Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended; the Employee Retirement Income Security Act of 1974, as amended; the
Americans with Disabilities Act of 1990; Colorado Rev. Stat. (S) 24-34-
402(1)(a), (S) 24-34-301(1)(1994), and similar claims under the laws of Canada
and any province or political subdivision thereof ("Claim" or "Claims"), which
Employee now has, or ever claimed to have, or could claim against each or any of
the Company Releasees. Employee hereby agrees to forego any right to file any
charges or complaints with any governmental agencies or a lawsuit against the
Company Releasees under any of the laws referenced in this paragraph or with
respect to any matters covered by the release in this paragraph. Notwithstanding
the foregoing, the release by the Employee in this paragraph shall not (i) limit
the right of the Employee to seek to enforce the provisions of this Agreement,
(ii) limit the Employee's right to indemnification under and in accordance with
any indemnification provisions applicable to officers and directors of the
Company under the Company's Certificate of Incorporation or by-laws or under the
corporate law of Delaware, to the extent applicable to the Employee or (iii)
limit the Executive's rights under any insurance policy covering officers or
directors of the Company, to the extent applicable to the Employee.

     5.   RELEASE BY THE COMPANY. In consideration for the promises
contained herein, the Company hereby irrevocably and unconditionally releases,
acquits and forever discharges the Employee from all charges, complaints,
claims, liabilities, obligations, promises,
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                                      -4-

agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including attorneys' fees and costs
actually incurred) of any nature whatsoever, known or unknown, suspected or
unsuspected, arising out of the Employee's employment by the Company through the
Termination Date.

     6.   CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS. (a) Employee
acknowledges that any confidentiality, proprietary rights or nondisclosure
agreement(s) in favor of the Company or the Company Releasees, including without
limitation, those agreements contained in Paragraph 7 of the Employment
Agreement, which he may have entered into in connection with his employment
("Nondisclosure Agreement(s)") with the Company, is understood to survive, and
does survive, any termination of such employment, and accordingly nothing in
this Agreement shall be construed as terminating, limiting or otherwise
affecting any such Nondisclosure Agreement(s) or Employee's obligations
thereunder. Without limiting the generality of the foregoing, no time period set
forth in this Agreement shall be construed as shortening or limiting the term of
any such Nondisclosure Agreement(s), which term shall continue as set forth
therein.

          (b) Employee agrees that, except to the extent compelled by law or
legal process, he (i) will not hereafter disclose or communicate confidential
information of the Company, its Affiliates or their customers to any third party
(including as a third party for this purpose, employees and former employees of
the Company, its Affiliates and governmental agencies), (ii) will not make use
of confidential information of the Company, its Affiliates or their customers
for his own behalf, or on behalf of any third party, and (iii) will not
facilitate, assist, persuade or attempt to facilitate, assist or persuade any
third party to commence or prosecute any legal proceedings against the Company,
its Affiliates and their customers and any Company Releasee. In the event
Employee receives, is notified of or is served with a subpoena, summons,
complaint, order, notice, notice of deposition or any other legal process or
documents (collectively, "Legal Process") in connection with any legal or quasi-
legal proceeding, including but not limited to any action at law or equity,
arbitral, administrative proceeding or governmental investigation (collectively,
"Litigation"), relating to the performance of his services as an employee of the
Company or which, if complied with by Employee, might compel or lead to the
disclosure by Employee of confidential information of the Company, its
Affiliates or their customers, the Employee shall promptly, but in no event
later than 2 business days after receipt unless 2 business days is not
reasonable under the circumstances, provide the Company with a copy of the same,
and shall in no event and under no circumstances disclose any such information
prior to the last date specified in the Legal Process for making such
disclosure. If the Company wishes Employee to contest such Legal Process or to
be represented by counsel selected by it, the Company shall as soon as possible,
but in no event later than 1 day prior to the date specified in such Legal
Process for complying with the same, (i) notify Employee in writing that it
wishes Employee to contest such Legal Process and agree to pay Employee the
costs and expenses of attorneys' fees incurred by the Employee in connection
with contesting such Legal Process, not to exceed $5,000, or (ii) notify
Employee that counsel selected by the Company shall, at the sole expense of the
Company, participate in or control the response of the
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                                      -5-

Employee to such Legal Process insofar as such response relates to the
Employee's performance of services for the Company or the possible disclosure of
confidential information of the Company, its Affiliates or their customers.
Employee agrees to take such lawful action in connection with contesting any
such Legal Process as the Company shall reasonably request from time to time.
Employee agrees to promptly notify the Company of any action taken or proposed
to be taken from time to time in connection with any Legal Process or Litigation
which might lead to the disclosure of the confidential information of the
Company, its Affiliates or their customers, and to make available to the Company
any Legal Process of documents related thereto. The Employee further agrees to
cooperate with the Company by providing a reasonable amount of testimony
relating to any Litigation, to the extent requested by the Company.

     7.   COMPANY PROPERTY AND INFORMATION. Employee has returned or will
immediately return to the Company all Company Information and related reports,
customer lists, trade secrets notes, maps, files, blueprints, drawings,
memoranda, manuals, and records; credit cards, cardkey passes; door and file
keys; automobiles, computer access codes, computer discs, magnetic media or
business information in any form; software; other business information of the
Company Releasees; and other physical or personal property which Employee
received or prepared or helped prepare in connection with his employment; and
Employee has not retained and will not retain any copies, duplicates,
reproductions, or excerpts thereof in any form. The term "Company Information"
as used in this Agreement includes, without limitation, information received
from third parties, other confidential business or financial information, and
other materials and information described in this paragraph.

     8.   CONFIDENTIALITY OF THIS AGREEMENT. Employee represents and agrees that
he will keep the terms and fact, of this Resignation Agreement and General
Release completely confidential, and that he will not hereafter disclose any
information concerning this Resignation Agreement and General Release to anyone,
except to his immediate family and his legal and tax advisors; provided that
such persons agree to keep such information confidential and not disclose it to
others.

     9.   CONSIDERATION. Employee acknowledges that the Company is not otherwise
required to enter into this Agreement, that the payments and agreements in this
Agreement, including, without limitation, the grant of the Additional Options as
set forth in Paragraph 3(b)(ii), are in addition to anything of value to which
he is already entitled, that the consideration to be received by him under this
Agreement is adequate, and that such promises and agreements are made by the
Company because of his agreement to provide the releases in Paragraph 4 hereof
and the covenant set forth in the second sentence of Paragraph 2 hereof.

     10.  RECEIPT OF AGREEMENT. Employee acknowledges receiving this Agreement
on December 10, 1996 and that he has twenty-one (21) days from that date to
consider the terms of this Agreement.
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     11.  REVOCABILITY. This Agreement is revocable by Employee for seven (7)
days after it is signed by him.  This Agreement shall not be effective or
enforceable until the period for revocation has expired.

     12.  ARBITRATION.  In the event there shall arise any question or dispute
between the parties with respect to the provisions of this Resignation Agreement
and General Release or its interpretation, such dispute shall be settled
exclusively by arbitration in Denver, Colorado in accordance with the commercial
rules then in effect of the American Arbitration Association.  Judgment upon an
award rendered by the arbitrator(s) may be entered in any court of competent
jurisdiction, including courts in the state of Colorado.  Any award so rendered
shall be final and binding upon the parties hereto.  All costs and expenses of
the arbitrator(s) and all costs and expenses of experts, attorneys, witnesses
and other persons retained by the parties shall be borne by them respectively.
In the event that injunctive relief shall become necessary under this Agreement,
either of the parties shall have the right to seek provisional remedies prior to
an ultimate resolution by arbitration.

     13.  NO ADMISSION. This Resignation Agreement and General Release shall
not in any way be construed as an admission by the Company that it has acted
wrongfully with respect to the Employee in connection with his employment by the
Company or the termination thereof.  Except with respect to the compensation
payable to Employee under Paragraph 3 hereof, the Company specifically disclaims
any liability to the Employee, and wrongful acts against Employee, on the part
of itself, and the Company Releasees.

     14.  VOLUNTARY AGREEMENT. Employee represents and agrees that he fully
understands his right to discuss all aspects of this Resignation Agreement and
General Release with his private attorney, that he has availed himself of this
right, that he has carefully read and fully understands all of the provisions of
this Resignation Agreement and General Release, and that he is voluntarily
entering into this Resignation Agreement and General Release.

     15.  PRESS RELEASE.  (a) The Employee shall not issue any press release, or
make any statements to or grant any interview to any press or media
representative relating to the termination of the Employee's employment with the
Company or any matter referred to in this Agreement. Without limitation of the
foregoing, the Employee further agrees that he will not make any statements to
any party that could reasonably be construed as damaging to the business, image
or reputation of the Company, its Affiliates or their respective management.

          (b) The Company agrees that it shall not issue any press release, or
make any statements to or grant any interview to any press or media
representative relating to the termination of the Employee's employment with the
Company or any matter referred to in this Agreement without prior notice to and
consultation with the Employee. Without limitation of the foregoing, the Company
further agrees that it will not make any statements to any party that could
reasonably be construed as damaging to the reputation of the Employee.
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     16.  GENERAL. (a)  Employee represents and acknowledges that in executing
this Resignation Agreement and General Release, he does not rely and has not
relied upon any representation, inducement agreement or statement not set forth
herein made by any of the Company Releasees or by any of the Company Releasees'
agents, representatives, or attorneys with regard to the subject matter, basis
or effect of this Resignation Agreement and General Release or otherwise.

          (b)  The provisions of this Resignation Agreement and General Release
are severable, and if any part of it is found to be unenforceable, the other
paragraphs shall remain fully valid and enforceable. This Resignation Agreement
and General Release shall survive the termination of any arrangements contained
herein.

          (c)  As used herein, the term "Affiliate" shall mean any corporation
or business entity controlling, controlled by or under common control with the
Company. Inc.

          (d)  The Employee represents that he has not assigned or transferred
or purported to assign or transfer any claim or matter released herein.

          (e)  This Resignation Agreement and General Release sets forth the
entire agreement between the parties hereto, and fully supersedes any and all
prior agreements or understandings between the parties hereto pertaining to the
subject matter hereof.

          (f)  The effect, intent and construction of this Agreement shall be
governed by the laws of Colorado, without giving effect to the conflict of laws
rules thereof.


     IN WITNESS WHEREOF, the parties have duly executed this Resignation
Agreement and General Release as of the date first set forth above.

                                    /s/ Gerald E. Davis   12/10/96
                                    -------------------------------
                                        Gerald E. Davis 

                                    ATLAS CORPORATION


                                    By: /s/ Douglas R. Cook 12/12/96
                                       -----------------------------
                                        Douglas R. Cook
                                        Chairman of the Board