<PAGE>

                                                                  EXHIBIT  10.21

                                                                  EXECUTION COPY







    =======================================================================




                             GOVERNANCE AGREEMENT

                                  dated as of

                                January 6, 1999



    =======================================================================
<PAGE>

                               TABLE OF CONTENTS

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                                   ARTICLE 1

                                  DEFINITIONS

Section 1.1    Definitions ................................................    1

                                   ARTICLE 2

                               BOARD COMPOSITION

Section 2.1    Composition of the Board ...................................    4
Section 2.2    Continuing Committee Representation.........................    4

                                   ARTICLE 3

                                APPROVAL ITEMS

Section 3.1    Positano Approval Required for Certain Actions .............    5

                                   ARTICLE 4

                         REPRESENTATIONS & WARRANTIES

Section 4.1    Trustee Representations and Warranties......................    6
Section 4.2    Positano Representations and Warranties.....................    7
Section 4.3    MB Representations and Warranties...........................    8

                                   ARTICLE 5

                                 MISCELLANEOUS

Section 5.1    Termination.................................................    8
Section 5.2    Counterparts................................................    8
Section 5.3    Governing Law...............................................    8
Section 5.4    Entire Agreement............................................    9
Section 5.5    Enforcement.................................................    9
Section 5.6    Notices.....................................................    9
Section 5.7    Successors and Assigns......................................   10
Section 5.8    Headings....................................................   10
Section 5.9    Amendments and Waivers......................................   11
Section 5.10   Interpretation; Absence of Presumption......................   11
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Section 5.11   Severability................................................   11
Section 5.12   Further Assurances..........................................   11
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                                     -ii-
<PAGE>

          THIS GOVERNANCE AGREEMENT (the "Agreement"), dated as of January 6,
                                          ---------
1999, is made by and among Positano Partners Ltd., a Bermuda exempt company
("Positano"), Vesuvio, Inc., a Delaware corporation (the "Trustee"), Michael E.
  --------                                                -------
Bronner, a natural person ("MB") and David W. Kenny, a natural person.
                            --

                                   RECITALS:
                                   --------

          WHEREAS, Positano, MB and certain others are party to a
Recapitalization Agreement dated November 28, 1998 (the "Recapitalization
                                                         ----------------
Agreement") setting forth the terms and conditions of a proposed investment by
---------
Positano in the shares of beneficial interest in Bronner Slosberg Humphrey Co.,
a Massachusetts business trust ("BSH") in connection with the proposed
                                 ---
recapitalization of BSH and Strategic Interactive Group Co., a Massachusetts
business trust ("SIG");
                 ---

          WHEREAS, following consummation of the transactions contemplated by
the Recapitalization Agreement (the "Transactions"), Positano on the one hand,
                                     ------------
and MB and the other current shareholders of BSH and SIG, on the other hand (the
"Holders") each will own a significant percentage of the equity interests in
 -------
BSH;

          WHEREAS, as of the closing of the Transactions (the "Closing"), the
                                                               -------
Trustee will be the sole trustee of BSH, and Positano is and will, as of the
Closing be, the sole stockholder of the Trustee;

          WHEREAS, it is the intention of the parties that BSH be operated by
the management of BSH and Bronner Slosberg Humphrey, LLC, a Delaware limited
liability company ("BSH LLC"), subject to the overall direction and supervision
                    -------
of the Trustee, the Board of Directors of the Trustee and Committees of such
Board, as further set forth herein; and

          WHEREAS, it is a condition to the Transactions, and the parties
believe it to be in their best interests, that they enter into this Agreement to
provide for certain rights and restrictions with respect to the corporate
governance of BSH and the Trustee.

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties agree as follows:

                                   ARTICLE 1
                                   ---------

                                  DEFINITIONS
                                  -----------

          Section 1.1  Definitions.  Capitalized terms not defined herein shall
                       -----------
have their respective meanings specified in the Recapitalization Agreement. As
used in this Agreement, the following terms shall have the following respective
meanings:
<PAGE>

           "1933 Act" shall mean the Securities Act of 1933, as amended, and the
            --------
regulations promulgated thereunder.

           "1934 Act" shall mean the Securities Exchange Act of 1934, as
            --------
amended, and the regulations promulgated thereunder.

           "Affiliate" shall have the meaning ascribed thereto in Rule 12b-2
            ---------
promulgated under the 1934 Act, and as in effect on the date hereof.

           "Agreement" shall have the meaning specified in the preamble.
            ---------

           "Beneficially Own" shall mean, with respect to any security, having
            ----------------
direct or indirect "beneficial ownership" of such security, as determined
pursuant to Rule 13d-3 under the 1934 Act, including pursuant to any agreement,
arrangement or understanding, whether or not in writing.

           "Board" shall mean the board of directors of the Trustee.
            -----

           "Board Composition" shall have the meaning specified in Section 2.1.
            -----------------

           "BSH" shall have the meaning specified in the recitals.
            ---

           "BSH Holding" shall mean BSH Holding LLC, a Delaware limited
            -----------
liability company.

           "BSH LLC" shall have the meaning specified in the recitals.
            -------

           "Chairman" shall mean the chairman of the Board.
            --------

           "Closing" shall have the meaning specified in the recitals.
            -------

           "Committees" shall mean the committees and subcommittees of the
            ----------
Board.

           "Common Stock" shall mean the common stock, par value $.01 per share,
            ------------
of the Trustee.

           "Director" shall mean a member of the Board.
            --------

           "Fully-Diluted Shares" means the number of Shares issued and
            --------------------
outstanding assuming the exercise of all options, warrants and rights to
acquire, and the conversion of any securities convertible into, Shares, whether
or not then vested or exercisable.  When calculating the percentage of the
Fully-Diluted Shares owned by a specified person, such person shall be deemed to
own all Shares beneficially owned by such person assuming the exercise of all
options, warrants and rights to acquire, and the conversion of any securities
convertible into, Shares, whether or not then vested or exercisable.

           "Holders" shall have the meaning specified in the recitals.
            -------

                                      -2-
<PAGE>

          "Interested Party Transaction" means any transaction or series of
           ----------------------------
similar transactions to which BSH or any of its subsidiaries is a party, in
which the amount involved exceeds $50,000 (other than (a) compensation for
services rendered or perquisites in lieu of compensation received as an employee
in the ordinary course of business pursuant to BSH's compensation and bonus
policies and procedures or (b) pursuant to the Stock Option Plan (and related
agreements) or the Shareholders Agreement) and in which any of the following
persons has a direct or indirect material interest:  any director or employee of
BSH or its subsidiaries, or any holder of more than 1% of the Fully-Diluted
Shares.

          "Initial Public Offering" means the consummation of the first sale of
           -----------------------
Shares for cash by the Company, or by one or more Holders, in an underwritten
public offering registered under the 1933 Act following the date hereof.

          "Joint Designees" shall have the meaning specified in Section 2.1.
           ---------------

          "Management Designees" shall have the meaning specified in Section
           --------------------
2.1.

          "Management Representatives" as of a given time, shall mean each of MB
           --------------------------
and the person who is then the Chief Executive Officer of the Company; provided
                                                                       --------
that in the event of the death of MB, the Chief Executive Officer shall be the
----
sole Management Representative for all purposes hereunder.

          "MB" shall have the meaning specified in the preamble.
           --

          "person" shall mean any individual, corporation, partnership, limited
           ------
liability company, joint venture, trust, unincorporated organization, other form
of business or legal entity or government authority.

          "Positano" shall have the meaning specified in the preamble.
           --------

          "Positano Designees" shall have the meaning specified in Section 2.1.
           ------------------

          "Recapitalization Agreement" shall have the meaning specified in the
           --------------------------
recitals.

          "Shares" shall mean units of beneficial interest in BSH.
           ------

          "SIG" shall have the meaning specified in the recitals.
           ---

          "Transactions" shall have the meaning specified in the recitals.
           ------------

          "Trustee" shall have the meaning specified in the preamble.
           -------

                                      -3-
<PAGE>

                                   ARTICLE 2
                                   ---------

                               BOARD COMPOSITION
                               -----------------

          Section 2.1  Composition of the Board. (a) The parties hereto shall
                       ------------------------
take all necessary action as is required under applicable law to cause the
Board, effective from and after the Closing, to have the following size and
composition (the "Board Composition"):
                  -----------------

               (i)  the Board shall include: (A) Michael E. Bronner and the
               Chief Executive Officer, which initially is David W. Kenny (the
               "Management Designees"), (B) two individuals designated by
                --------------------
               Positano (the "Positano Designees") and (C) two individuals
                              ------------------
               designated jointly by the Positano Designees and the Management
               Designees (the "Joint Designees"); provided, however, that upon
                               ---------------    --------  -------
               mutual agreement by the Management Designees and the Positano
               Designees, the Board may increase the size of the Board, but only
               by adding a proportionate number of Management Designees and
               Positano Designees;

               (ii)  in the event of MB's death, (A) so long as his estate owns
               at least five percent of the Fully-Diluted Shares, such estate
               shall be entitled to nominate his replacement as a Management
               Designee; however (B) the Chief Executive Officer shall nominate
               the replacement Management Designee for MB if his estate owns
               less than five percent of the Fully-Diluted Shares or fails to
               exercise the right provided under clause (A);

               (iii)  the Chairman shall be nominated by the Management
               Designees.

               (b)  In the event that a vacancy is created at any time by the
death, disability, retirement, resignation or removal (with or without cause) of
any Positano Designee or Management Designee, Positano or, subject to Section
2.1(a), the Management Representatives, respectively, shall have the right to
designate a replacement Positano Designee or Management Designee, respectively,
to fill such vacancy. In the event that a vacancy is created at any time by the
death, disability, retirement, resignation or removal (with or without cause) of
any Joint Designee, the Positano Designees and the Management Designees shall
jointly designate a replacement Joint Designee to fill such vacancy.

          Section 2.2  Continuing Committee Representation. The parties shall
                       -----------------------------------
take all necessary action as is required under applicable law to assure that
each Committee shall include at least one Positano Designee and at least one
Management Designee. At all times during the term hereof the Audit Committee and
the Compensation Committee shall consist of one Positano Designee, one
Management Designee and one Joint Designee.

                                      -4-
<PAGE>

                                   ARTICLE 3
                                   ---------

                                 APPROVAL ITEMS
                                 --------------

          Section 3.1  Positano Approval Required for Certain Actions. In
                       ----------------------------------------------
addition to approval by a majority of the Board of Directors of the Trustee, the
approval of Positano, as sole stockholder of the Trustee, shall be required to
approve any of the following actions by the Trustee affecting BSH, BSH Holding
or BSH LLC:

               (a)  the amendment of the Declaration of Trust or other
               organizational documents of such entities, or the amendment,
               termination or waiver of any provision under the Recapitalization
               Agreement or the Shareholders Agreement;

               (b)  the declaration, setting aside, making or paying of any
               dividend or other distribution in respect of its shares or equity
               interests, or the purchase or redemption, directly or indirectly,
               of such shares or equity interests (other than pursuant to the
               Shareholders Agreement and the Stock Option Plan (and related
               agreements));

               (c)  an Initial Public Offering or, other than with respect to
               grant or exercise of the options pursuant to the Stock Option
               Plan (and related agreements), the issuance, delivery or sale of
               any shares or equity interests, or any options, warrants,
               conversion or other rights to purchase any such shares or equity
               interests, or any securities convertible into or exchangeable for
               such shares or equity interests, or the issuance of any other
               security in respect of or in lieu of or in substitution for
               shares or equity interests, or the entry into any agreements
               restricting the transfer of, or affecting the rights of holders
               of shares or equity interests, the granting of any preemptive or
               anti-dilutive rights to any holder of any class of securities, or
               the granting of registration rights with respect to any class of
               securities;

               (d)  except for amounts available for draw under the Senior Bank
               Facility, the incurrence of any indebtedness for borrowed money,
               the making of any guarantee of any such indebtedness, or the
               issuance or sale of any debt securities, in each case in excess
               of $5 million in the aggregate, or (other than pursuant to the
               revolving credit facility under the Senior Bank Facility) the
               prepayment or refinancing of any indebtedness for borrowed money;

               (e)  the engaging in any Interested Party Transaction;

               (f)  the approval of the annual business plan of BSH and its
               subsidiaries, taken as a whole including, without limitation, the
               adoption of any strategic international expansion plan;

                                      -5-
<PAGE>

               (g)  except as contemplated by the annual business plan approved
               pursuant to clause (f) hereof, the acquisition of any assets or
               properties (in one or more related transactions) for cash or
               otherwise for an amount in excess of $5 million in the aggregate
               in one year;

               (h)  the replacement of the independent auditors or the making of
               any material change in any method of financial accounting or
               accounting practice, except for any such change required by
               reason of a concurrent change in generally accepted accounting
               principles;

               (i)  the sale or other disposition of assets material to BSH and
               its subsidiaries, taken as a whole;

               (j)  the adoption of any material change in the overall
               compensation structure of BSH and its subsidiaries;

               (k)  the consummation of (i) a complete liquidation or
               dissolution of such entity, (ii) a merger or consolidation (A) in
               which such entity or any of its subsidiaries is a constituent
               corporation or (B) with respect to which the shares or other
               entity interests would have the right to vote under applicable
               state law or the applicable organizational documents, (iii) the
               sale of all or substantially all of the assets, or (iv) any
               similar business combination;

               (l)  the appointment or removal of the Chief Executive Officer;
               and

               (m)  the entry into any agreement with respect to the foregoing.

                                   ARTICLE 4
                                   ---------

                        REPRESENTATIONS AND WARRANTIES
                        ------------------------------

          Section 4.1  Trustee Representations and Warranties. The Trustee
                       --------------------------------------
represents and warrants to MB and Positano as follows:

          (a)  Organization. The Trustee is a corporation duly organized,
               ------------
validly existing and in good standing under the laws of the State of Delaware.

          (b)  Authority. The Trustee has full corporate power and authority to
               ---------
execute and deliver this Agreement and to consummate the transactions
contemplated on its part hereby. The execution, delivery and performance by the
Trustee of this Agreement and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Trustee. No other action on the part of the Trustee is necessary to authorize
the execution and delivery of this Agreement by the Trustee or the performance
by the Trustee of its obligations hereunder. This Agreement has been duly
executed and delivered by the Trustee and constitutes a legal, valid and binding
agreement of the Trustee, enforceable against it in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium, reorganization or

                                      -6-
<PAGE>

similar laws affecting creditors' rights generally and subject to general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

          (c)  No Violation.  The execution and delivery of this Agreement by
               ------------
the Trustee, the performance by the Trustee of its obligations hereunder and the
consummation by the Trustee of the transactions contemplated hereby, will not
(i) violate any provision of law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to the Trustee, (ii)
require the consent, waiver, approval, license or authorization of or any filing
by the Trustee with any governmental authority (other than any filings required
under the 1934 Act) or (iii) violate, result (with or without notice or the
passage of time, or both) in a breach of or give rise to the right to
accelerate, terminate or cancel any obligation under or constitute (with or
without notice or the passage of time, or both) a default under, any of the
terms or provisions of any charter document or bylaw, agreement, note,
indenture, mortgage, contract, order, judgment, ordinance, regulation or decree
to which the Trustee is subject or by which the Trustee is bound and which would
have an adverse effect on the ability of the Trustee to perform its obligations
under this Agreement.

          Section 4.2  Positano Representations and Warranties. Positano
                       ---------------------------------------
represents and warrants to MB and the Trustee as follows:

          (a)  Organization. Positano is an exempt company duly organized,
               ------------
validly existing and in good standing under the laws of Bermuda.

          (b)  Authority. Positano has full power and authority to execute and
               ---------
deliver this Agreement and to consummate the transactions contemplated on its
part hereby. The execution, delivery and performance by Positano of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of Positano. No other action
on the part of Positano is necessary to authorize the execution and delivery of
this Agreement by Positano or the performance by Positano of its obligations
hereunder. This Agreement has been duly executed and delivered by Positano and
constitutes a legal, valid and binding agreement of Positano, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting creditors'
rights generally and subject to general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

          (c)  No Violation. The execution and delivery of this Agreement by
               ------------
Positano, the performance by Positano of its obligations hereunder and the
consummation by Positano of the transactions contemplated hereby will not (i)
violate any provision of law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award applicable to Positano, (ii) require
the consent, waiver, approval, license or authorization of or any filing by
Positano with any governmental authority (other than any filings required under
the 1934 Act) or (iii) violate, result (with or without notice or the passage of
time, or both) in a breach of or give rise to the right to accelerate, terminate
or cancel any obligation under or constitute (with or without notice or the
passage of time, or both) a default under, any of the terms or provisions of any
charter document or bylaw, agreement, note, indenture, mortgage, contract,
order, judgment,

                                      -7-
<PAGE>

ordinance, regulation or decree to which Positano is subject or by which
Positano is bound and which would have an adverse effect on the ability of
Positano to perform its obligations under this Agreement.

          Section 4.3  MB Representations and Warranties. MB represents and
                       ---------------------------------
warrants to Positano and the Trustee as follows:

          (a)  Authority. MB has full power and authority to execute and deliver
               ---------
this Agreement and to consummate the transactions contemplated on his part
hereby. This Agreement has been duly executed and delivered by MB and
constitutes a legal, valid and binding agreement of MB, enforceable against him
in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws affecting creditors' rights generally
and subject to general equitable principles (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          (b)  No Violation. The execution and delivery of this Agreement by MB,
               ------------
the performance by MB of his obligations hereunder and the consummation by MB of
the transactions contemplated hereby will not (i) violate any provision of law,
rule, regulation, order, writ, judgment, injunction, decree, determination or
award applicable to MB, (ii) require the consent, waiver, approval, license or
authorization of or any filing by MB with any governmental authority (other than
any filings required under the 1934 Act) or (iii) violate, result (with or
without notice or the passage of time, or both) in a breach of or give rise to
the right to accelerate, terminate or cancel any obligation under or constitute
(with or without notice or the passage of time, or both) a default under, any of
the terms or provisions of any agreement, note, indenture, mortgage, contract,
order, judgment, ordinance, regulation or decree to which MB is subject or by
which MB is bound and which would have an adverse effect on the ability of MB to
perform his obligations under this Agreement.

                                   ARTICLE 5
                                   ---------

                                 MISCELLANEOUS
                                 -------------

          Section 5.1  Termination.  This Agreement shall terminate and be of no
                       -----------
further force or effect upon the consummation of an Initial Public Offering.

          Section 5.2  Counterparts. This Agreement may be executed in one or
                       ------------
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party. Copies of executed
counterparts transmitted by telecopy, telefax or other electronic transmission
service shall be considered original executed counterparts for purposes of this
Section, provided receipt of copies of such counterparts is confirmed.

          Section 5.3  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
                       -------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

                                      -8-
<PAGE>

STATE OF DELAWARE WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF.

          Section 5.4  Entire Agreement.  This Agreement contains the entire
                       ----------------
agreement between the parties with respect to the subject matter hereof and
there are no agreements, understandings, representations or warranties between
the parties other than those set forth or referred to herein.  This Agreement is
not intended to confer upon any person not a party hereto (and their successors
and assigns) any rights or remedies hereunder.

          Section 5.5  Enforcement; Specific Performance. In the event that MB
                       ---------------------------------
for any reason is no longer a party hereto, the Chief Executive Officer of the
Company shall be entitled to enforce the provisions hereof as if he were a party
hereto. The parties hereto each acknowledge that, in view of the uniqueness of
arrangements contemplated by this Agreement, the parties hereto would not have
an adequate remedy at law for money damages in the event that this Agreement
were not performed in accordance with its terms, and therefore agree that the
parties hereto shall be entitled to specific enforcement of the terms hereof in
addition to any other remedy to which the parties hereto may be entitled at law
or in equity.

          Section 5.6  Notices.  All notices, requests, demands or other
                       -------
communications required by or otherwise with respect to this Agreement shall be
in writing and shall be deemed to have been duly given to any party when
delivered by hand, by messenger, or by a nationally recognized overnight
delivery company, when delivered by telecopy and confirmed by return telecopy,
or when delivered by first-class mail, postage prepaid and return receipt
requested, in each case to the applicable addresses set forth below.  Notices to
the Trustee shall be addressed to:

               Vesuvio, Inc.
               c/o H&F Investors III, Inc.
               One Maritime Plaza
               12/th/ Floor
               San Francisco, California 94111
               Attention:  Philip Hammarskjold
               Telecopy Number: (415) 788-0176

          with a copy to:

               The Management Designees
               c/o Bronner Slosberg Humphrey Co.
               Prudential Tower
               800 Boylston Street
               Boston, Massachusetts 02199
               Attention:  Michael E. Bronner and David W. Kenny
               Telecopy Number: (617) 867-7217

or at such other address and to the attention of such other person as the
Trustee may designate by written notice to Positano and MB.  Notices to Positano
shall be addressed to:

                                      -9-
<PAGE>

               H&F Investors III, Inc.
               One Maritime Plaza
               12/th/ Floor
               San Francisco, California 94111
               Attention:  Philip Hammarskjold
               Telecopy Number: (415) 788-0176

          with a copy to:

               Wachtell, Lipton, Rosen & Katz
               51 West 52nd Street
               New York, New York 10019
               Attention:  Patricia A. Vlahakis, Esq.
               Telecopy Number: (212) 403-2000

or at such other address and to the attention of such other person as Positano
may designate by written notice to the Trustee and MB.  Notices to MB shall be
addressed to:

               c/o Bronner Slosberg Humphrey Co.
               Prudential Tower
               800 Boylston Street
               Boston, Massachusetts 02199
               Attention:  Michael E. Bronner and David W. Kenny
               Telecopy Number: (617) 867-7217

               with a copy to:

               Goodwin, Procter & Hoar LLP
               Exchange Place
               Boston, Massachusetts 02109-2881
               Attention: Stuart M. Cable, P.C.
               Telecopy Number: (617) 523-1231

or at such other address and to the attention of such other person as MB may
designate by written notice to Positano and the Trustee.

          Section 5.7  Successors and Assigns. This Agreement shall be binding
                       ----------------------
upon and inure to the benefit of the parties hereto and their respective
successors; provided however that except as set forth in the next two sentences,
no party may assign its rights and obligations hereunder. Positano may assign
its rights and obligations hereunder to one or more majority-owned, direct or
indirect subsidiaries or other affiliates. In the event of MB's death, the
estate of MB shall have the rights set forth in Section 2.1(a)(ii)(A) hereof.

          Section 5.8  Headings. The Section, Article and other headings
                       --------
contained in this Agreement are inserted for convenience of reference only and
will not affect the meaning or

                                      -10-
<PAGE>

interpretation of this Agreement. All references to Sections or Articles
contained herein mean Sections or Articles of this Agreement unless otherwise
stated.

          Section 5.9   Amendments and Waivers. This Agreement may not be
                        ----------------------
modified or amended except by an instrument or instruments in writing signed by
the parties against whom enforcement of any such modification or amendment is
sought. Any party hereto may, only by an instrument in writing, waive compliance
by the other parties hereto with any term or provision hereof on the part of
such other parties hereto to be performed or complied with. The waiver by any
party hereto of a breach of any term or provision hereof shall not be construed
as a waiver of any subsequent breach.

          Section 5.10  Interpretation; Absence of Presumption.  (a) For the
                        --------------------------------------
purposes hereof, (i) words in the singular shall be held to include the plural
and vice versa and words of one gender shall be held to include the other gender
as the context requires, (ii) the terms "hereof," "herein," and "herewith" and
words of similar import shall, unless otherwise stated, be construed to refer to
this Agreement as a whole and not to any particular provision of this Agreement,
and Article, Section and paragraph references are to the Articles, Sections and
paragraphs to this Agreement unless otherwise specified, (iii) the word
"including" and words of similar import when used in this Agreement shall mean
"including, without limitation," unless the context otherwise requires or unless
otherwise specified, (iv) the word "or" shall not be exclusive, and (v)
provisions shall apply, when appropriate, to successive events and transactions.

          (b)  This Agreement shall be construed without regard to any
presumption or rule requiring construction or interpretation against the party
drafting or causing any instrument to be drafted.

          Section 5.11  Severability.  Any provision hereof which is invalid or
                        ------------
unenforceable shall be ineffective to the extent of such invalidity or
unenforceability, without affecting in any way the remaining provisions hereof.

          Section 5.12  Further Assurances. The parties hereto agree that, from
                        ------------------
time to time, each of them will, and will cause their respective Affiliates to,
execute and deliver such further instruments and take such other action as may
be necessary to carry out the purposes and intents hereof.

                                      -11-
<PAGE>

          IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties hereto as of the day first above written.


                              VESUVIO, INC.
                              as Trustee of Bronner Slosberg Humphrey Co.



                              By: /s/ David W. Kenny
                                  ------------------------------------------
                              Name:  David W. Kenny
                              Title: President and Chief Executive Officer


                              Bronner Slosberg Humphrey Co. (the "Trust") is a
                              Massachusetts business trust. A copy of the
                              Trust's Declaration of Trust, as the same may be
                              amended and/or restated from time to time, is on
                              file with the Secretary of State of The
                              Commonwealth of Massachusetts. Each of the parties
                              hereto acknowledges and agrees that this Agreement
                              is not executed on behalf of the trustees or
                              officers of the Trust as individuals or, in the
                              event the trustee is a corporation or other
                              entity, on behalf of the individual owners of such
                              corporation or entity, and the obligations of this
                              Agreement are not binding upon any of the
                              trustees, officers or shareholders of the Trust,
                              or any of their respective trustees, officers,
                              directors, partners, members or shareholders,
                              individually, but are binding only upon the assets
                              and property of the Trust. Each of the parties
                              hereto agrees that no shareholder, trustee or
                              officer of the Trust, or any of their respective
                              trustees, officers, directors, partners, members
                              and shareholders, may be held personally liable or
                              responsible for any obligations of the Trust
                              arising out of this Agreement. With respect to
                              obligations of the Trust arising out of this
                              Agreement, each of the parties hereto shall look
                              for payment or satisfaction of any claim solely to
                              the assets and property of the Trust.

                              POSITANO PARTNERS LTD.


                              By: /s/ Patrick J. Healy
                                 -------------------------------------------
                              Name:  Patrick J. Healy
                              Title: Vice President

                 [SIGNATURE PAGE TO THE GOVERNANCE AGREEMENT]
<PAGE>

                              By: /s/ Michael E. Bronner
                                 -----------------------------
                                 Michael E. Bronner


                              By: /s/ David W. Kenny
                                 -----------------------------
                                 David W. Kenny


                 [SIGNATURE PAGE TO THE GOVERNANCE AGREEMENT]