Consulting Agreement

Exhibit 10.3

Consulting Agreement

        This agreement (the " Agreement ") is effective as of the 10th day of March, 2008 by and between Bunge Limited, a Bermuda company (" Bunge " or the " Company ") and Flávio Sá Carvalho, LLC, a Florida limited liability company (" FSC LLC ").

        The parties agree as follows:

• 1)

  Engagement

• • Bunge hereby engages FSC LLC and FSC LLC hereby agrees to render independent human resources advisory and consulting services to Bunge, upon the terms and conditions hereinafter set forth.

  2)

  Term

• • Unless otherwise extended by Bunge and FSC LLC in writing, the term of this Agreement shall commence on March 10, 2008 and end on March 9, 2009, both inclusive; provided , however , that this Agreement may be terminated prior to such termination date by mutual written agreement of the parties.

  3)

  Services Contracted

• • FSC LLC is being retained by Bunge to provide Bunge, its subsidiaries and affiliates (the " Bunge Group "), consulting and advisory services related to Bunge's human resources (" HR ") function, including providing transitional assistance for the HR area (the " Consulting Services "). Mr. Flávio Sá Carvalho, FSC LLC's general manager, shall be the only FSC LLC consultant providing the Consulting Services to the Bunge Group under this Agreement.

    Mr. Flávio Sá Carvalho shall use his reasonable best efforts to provide the Consulting Services, which shall include, but are not limited to, providing advice on organizational and other HR issues to the Bunge Group, and such other services as may be mutually agreed by Bunge's Chairman and Chief Executive Officer (the " CEO ") and Mr. Flávio Sá Carvalho. Mr. Flávio Sá Carvalho may not bind the Company with any third parties, except in connection with the organization of the 10 ^th  Senior Management Meeting to be held in Buenos Aires, Argentina. Other expenditures, if any, must be authorized in advance by the CEO.

  4)

  Workload, Schedule and Coordination

  • Mr. Flávio Sá Carvalho is expected to dedicate an appropriate amount of his time to the performance of the Consulting Services in accordance with the terms of this Agreement. However, he will have no set or fixed work schedule. He will report to and coordinate his workload directly with the CEO on an as needed basis, to address both individual and Company needs.

• • Nothing in this Agreement shall prohibit FSC LLC and Mr. Flávio Sá Carvalho from rendering services to any company not affiliated with the Bunge Group.

  5)

  Consulting Fees

• • As compensation for the performance of the Consulting Se