UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _________)*

INTERNATIONAL HI-TECH INDUSTRIES INC.

________________________________________________________________________________
(Name of Issuer)

COMMON SHARES, NO PAR VALUE

________________________________________________________________________________
(Title of Class of Securities)

45964K104

______________________________________
(CUSIP Number)

GARMECO INTERNATIONAL CONSULTING ENGINEERS S.A.L.
c/o 669 Corniche du Fleuve, Place du Musée
P.O. Box 1162211
Beirut, Lebanon

(604) 518-0300

_____________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 31, 2005

_____________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	Names of Reporting Person: GARMECO INTERNATIONAL CONSULTING ENGINEERS S.A.L. I.R.S. Identification Nos. of above person (entities only).:

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [____] (b) [____]

3.	SEC Use Only:

4.	Source of Funds (See Instruction): PF

5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

6.	Citizenship or Place of Organization: Lebanon

Number of Shares Beneficially Owned by Each Reporting Person With:

7.	Sole Voting Power:	21,558,933 SHARES
8.	Shared Voting Power:	NOT APPLICABLE
9.	Sole Dispositive Power:	21,558,933 SHARES
10.	Shared Dispositive Power:	NOT APPLICABLE
11.	Aggregate Amount Beneficially Owned by Each Reporting Person:	21,558,933 SHARES
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):	NOT APPLICABLE
13.	Percent of Class Represented by Amount in Row (11):	16.5%
14.	Type of Reporting Person (See Instructions)	CO

ITEM 1. SECURITY AND ISSUER.

The class of equity securities to which this Statement relates is common shares, no par value (the "Shares"), of INTERNATIONAL HI-TECH INDUSTRIES INC., a Canadian federal corporation (the "Issuer"). The principal executive offices of the Issuer are located at 1096 West 10^th Avenue, Vancouver, B.C. V6H 1H8.

ITEM 2. IDENTITY AND BACKGROUND

A. Name of Person filing this Statement:

This statement is filed by Garmeco International Consulting Engineers S.A.L. referred to herein as the "Reporting Person".

B. Business Address:

The business address of the Reporting Person is c/o 669 Corniche du Fleuve, Place du Musée, P.O. Box 1162211, Beirut, Lebanon.

C. Present Business:

The Reporting Person is an engineering and consulting company.

D. Criminal Proceedings:

The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.

E. Civil Proceedings:

The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

F. Jurisdiction of Incorporation:

The Reporting Person is a corporation incorporated pursuant to the laws of Lebanon.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Person has purchased 8,800,000 units of the Issuer at a price of $0.0675 per unit, for an aggregate purchase price of $594,000. Each unit consists of one common share and one non-transferable share purchase warrant. Each whole warrant entitles the Reporting Person to purchase one additional common share of the Issuer at an exercise price of $0.10 per share for a term of two years.

ITEM 4. PURPOSE OF TRANSACTION

The purpose or purposes of the acquisition of the units and any shares issuable on exercise of the warrants by the Reporting Person is for investment purposes. Depending on market conditions and other factors, the Reporting Person may acquire additional common shares of the Issuer as it deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Person also reserves the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.

The Reporting Person does not have any current plans or proposals which would relate to or would result in:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(k) any action similar to any of those enumerated above.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

A. Beneficial Ownership.

The Reporting Person is the beneficial owner of 21,558,933 common shares of the Issuer, representing approximately 16.5% of the Issuer's common shares (based upon 122,175,065 shares of common shares of the Issuer outstanding at May 31, 2005), consisting of the following shares:

(i) 12,758,933 common shares held in the name of the Reporting Person;

(ii) 8,800,000 common shares issuable to the Reporting Person upon the exercise of warrants granted to the Reporting Person.

Beneficial ownership is calculated under Rule 13d-3 of the Securities Exchange Act of 1934. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date indicated.

B. Power to Vote and Dispose.

The Reporting Person has the direct power to vote and direct the disposition of the shares of the Issuer held by it.

C. Transactions Within the Past 60 Days.

Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities, including common shares of the Issuer, within sixty (60) days preceding the date hereof.

D. Certain Rights of Other Persons.

Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Further, the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit	Description
1	Subscription Agreement between the Issuer and Garmeco International Consulting Engineers S.A.L. for the purchase of 8,800,000 units⁽¹⁾

⁽¹⁾Filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 31, 2005

GARMECO INTERNATIONAL CONSULTING ENGINEERS S.A.L.

By:              /s/ Georges Abi-Rached
          _____________________________________________
          Authorized Signatory

          Georges Abi-Rached, President and C.E.O.
          _____________________________________________
          Print Name and Title

EXHIBIT 1

UNIT OFFERING

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

(Accredited Investor Exemption)
(Family, Friends and Business Associates Exemption-For use only without a finder)
FOR RESIDENTS OF BRITISH COLUMBIA OR ALBERTA ONLY

TO:

INTERNATIONAL HI-TECH INDUSTRIES INC.
1096 West 10th Avenue
Vancouver, British Columbia
V6H 1H8

December 22, 2004 (the "Effective Date")

FROM:

Garmeco International Consulting Engineers S.A.L. (the "Purchaser")
c/o 669 Comiche du Fleuve, Place du Musée
PO Box 1162211
Beirut, Lebanon

Dear Sirs:

PRIVATE PLACEMENT OF UNITS OF
INTERNATIONAL HI-TECH INDUSTRIES INC. (the "Company")

The purpose of this letter is to set out the terms pertaining to the purchase by the Purchaser of units of the Company.

For purposes of this agreement, the Effective Date is the date on which the Company publicly announces the terms of this private placement.

1. Terms of Sale: The Purchaser hereby offers to purchase from the Company 8,800,000 units (the "Units") for a purchase price of Cdn. $0.0675 per Unit for an aggregate purchase price of Cdn. $594,000 (the "Purchase Funds").

2. Constitution of Units: Each Unit will consist of one common share ("Shares") of the Company and one non-transferable share purchase warrant (each whole non-transferable share purchase warrant being referred to as a "Warrant").

3. Terms of Warrants: Each Warrant will:

(a) be comprised in one warrant certificate (the "Warrant Certificate"), registered in the name of the Purchaser, representing an aggregate number of Warrants which will be equal to the number of Units being acquired hereunder by the Purchaser;

(b) be non-transferable;

(c) will be subject to the terms and conditions which are adopted by the Company for the Warrants, which terms and conditions will, amongst other things,

(i) provide for an appropriate adjustment in class and number of Shares issuable pursuant to any exercise thereof upon the occurrence of certain events, including any subdivision, consolidation or re-classification of the Shares, and

(ii) not provide for any adjustment in the number of Shares issuable pursuant to any exercise thereof in the event of the Company issuing any other shares, warrants or options to acquire Shares at prices either above, at or below the exercise price of the Warrants; and

(d) provide for the acquisition of one Share at a price of Cdn. $0.10 at any time up to the expiration of two years from the date of issuance of the Units.

4. Conditions Precedent: The sale of the Units to the Purchaser will be subject to the following conditions precedent:

(a) if the Purchaser is an "accredited investor" as defined in Multilateral Instrument 45-103, entitled "Capital Raising Exemptions", promulgated under the Securities Act (British Columbia) and the Securities Act (Alberta) ("MI 45-103"), receipt by the Company on or before closing of the purchase and sale of the Units of a duly completed Accredited Investor Certificate Form in the form of Schedule 1 hereto, a copy of which has been provided to the Purchaser, the terms of which are expressly incorporated herein with the acknowledgements contained therein being representations and warranties by the Purchaser to the Company;

(b) if the Purchaser is a corporation, receipt by the Company within 10 days of the Effective Date of a duly completed Corporate Placee Registration Form in the form of Schedule 2 hereto, as prescribed by the TSX Venture Exchange (the "Exchange"), a copy of which has been provided to the Purchaser, the terms of which are expressly incorporated herein with the acknowledgements contained therein being representations and warranties by the Purchaser to the Company;

(c) Receipt by the Company at least two days prior to the date of Closing, of a money order or like instrument or certified cheque representing the Purchase Funds, payable to the Company, such Purchase Funds to be held in trust by the Company until the occurrence of the Closing or the termination of the transaction contemplated hereby pursuant to the terms hereof;

(d) Receipt by the Company of all required regulatory approvals for the sale of the Units to the Purchaser including, without limitation, the approval of the Exchange; and

(e) Acceptance of the Purchaser's offer to purchase Units by the Company in its sole and absolute discretion.

The conditions set forth in this Paragraph 4 are for the exclusive benefit of the Company and any of them may be waived in whole or in part by the Company at any time.

5. The Closing: The Closing of the purchase and sale of the Units will occur on or before the 20th business day (the "Closing") after the last of the conditions precedent described in Paragraph 4 have either been satisfied or waived by the Company. A "business day" will mean a day on which the Exchange is open for the transaction of business.

6. Closing Procedure: The sale of the Units to the Purchaser will take place at the Closing at which time certificates representing the Shares and the Warrants will be forwarded, by registered mail, to the Purchaser.

7. Termination: In the event that the Closing has not occurred within 120 days of the Effective Date, this Agreement may be terminated by either party delivering notice thereof to the other and to Lang Michener LLP, 1500 - 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, Attention: Stephen D. Wortley, whereupon the Company will return the Purchase Funds immediately together with such interest which may have been earned thereon, to the Purchaser.

8. Representations and Warranties:

(a) The Company represents and warrants to the Purchaser that:

(i) it is a corporation continued under the Canada Business Corporations Act and has filed with the Director appointed under the Canada Business Corporations Act the required Annual Returns and Financial Statements,

(ii) it is an Exchange Issuer under the Act and has been a reporting issuer under the Securities Act (British Columbia) (the "B.C. Act") for greater than 12 months,

(iii) its shares are listed for trading on the Exchange and it is in compliance with the rules and regulations of such body,

(iv) it is not in default under the B.C. Act, and

(v) the Purchase Funds will be primarily used for general working capital and to pay debts.

(b) The Purchaser, in addition to the representations and warranties provided for in subparagraph 4(a) and (b) hereof, represents and warrants to the Company that:

(i) the Purchaser is not acquiring the Units as a result of any information about the material affairs of the Company which has not been publicly disclosed and is acquiring the Units for investment and not with a view to immediate resale;

(ii) the Purchaser is purchasing the Units as principal on his or her own behalf and no other person has a direct or indirect interest, present or future in the Units;

(iii) the Purchaser is:

(A) an "accredited investor" as defined in MI 45-103; or

(B) a director, senior officer or control person of the Company or of an affiliate of the Company; or

(D) either a close personal friend (or a close business associate) of a director, senior officer or control person of the Company or an affiliate of the Company¹; or

_________________________

¹ The Companion Policy to MI 45-103 defines the term "close personal friend" as a close personal friend of an individual who has known the director, senior officer, founder or control person well enough and for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of the director, senior officer, founder or control person. An individual is not a close personal friend solely because the individual is a relative or a member of the same organization, association or religious group. An individual is not a close personal friend solely because the individual is a client, customer or former client or former customer. For example, an individual is not a close person friend of a registrant or former registrant simply because the individual is a client or former client of that registrant or former registrant. The relationship between the purchaser and the director, senior officer or control person must be direct. For example, the exemption is not available for a close personal friend of a close personal friend of the director, senior officer, founder or control person.

The Companion Policy to MI 45-103 defines the term "close business associate" as a close business associate of an individual who has had sufficient prior business dealings with the director, senior officer, founder or control person to be in a position to assess the capabilities and trustworthiness of the director, senior officer or control person. A casual business associate or a person introduced or solicited for the purpose of purchasing securities is not a close business associate. An individual is not a close business associate solely because the individual is a client, customer or former client or former customer. For example, an individual is not a close business associate of a registrant or former registrant solely because the individual is a client or former client of that registrant or former registrant. The relationship between the purchaser and the director, senior officer founder or control person must be direct. For example, the exemption is not available for a close business associate of a close business associate of a director, senior officer, founder or control person.

(E) a company or person of which a majority of the voting shares are beneficially owned by, or a majority of the directors are, one or more of the persons referred to in (B), (C) or (D);

(iv) no person has made any written or oral representation to the Purchaser:

(A) that any person will resell or repurchase the Units;

(B) that any person will refund the purchase price of the Units, other than as provided in this Agreement;

(D) that the Units will be listed and posted for trading on a stock exchange or that application has been made to list and post the Units for trading on a stock exchange, other than the TSX Venture Exchange;

(v) the Purchaser is ordinarily resident at the address set out on the first page of this subscription;

(vi) the Purchaser has sought no advice in relation to the investment in the Units from the Company or any of its affiliates, associates, insiders, officers or directors and neither the Company nor any of its affiliates, associates, insiders or directors has provided any advice to the Purchaser in relation to such purchase;

(vii) the Purchaser will promptly notify the Company of any material change in any representation or warranty of the Purchaser in this Agreement between the time this Agreement is made and the completion of the purchase and sale of the Units;

(viii) the Purchaser has the legal capacity and competence to enter into this Agreement and to purchase the Units, the Purchaser has obtained all necessary authority or consents required to make this subscription and, if the Purchaser is not an individual, the person signing this Agreement has been duly authorized to sign the subscription on behalf of the Purchaser, and this Agreement constitutes a legal, valid and binding contract of the Purchaser enforceable in accordance with its terms;

(ix) in investing in the Units, the Purchaser has not become aware of any advertisement in relation to the distribution of the Units;

(x) the Purchaser has not requested, nor does it have to receive, an offering memorandum or other document prepared by the Company describing its business or affairs, in order to assist it in making an investment decision in respect of the Units and, except for this Agreement, the only document, if any, delivered or otherwise furnished to the Purchaser in connection with such offering and sale were copies of news releases or financial statements issued by the Company or registration statements (or similar documents) filed by the Company and generally available research reports, memoranda or other materials concerning the Company, which documents the Purchaser acknowledges, do not, individually or collectively, constitute an offering memorandum or similar document;

(xi) the Purchaser is familiar with and will abide by the resale restrictions which apply to the Shares and Warrants under applicable securities legislation and, without limitation, those described in Paragraph 9 hereof;

(xii) the Purchaser has such knowledge and experience in financial, business and investment matters that he is capable of evaluating the merits and risks of an investment in the Units and the Company and is capable of making an informed investment decision and does not require the services of a representative or financial advisor; and

(xiii) the Purchaser has the legal capacity and competence to execute and deliver this Agreement and to observe and perform the covenants and obligations hereunder, and this Agreement constitutes a legal, valid and binding contract of the Purchaser enforceable in accordance with its terms.

9. Hold Period:

(a) The certificates representing the Units (including the underlying securities) will be endorsed with the following legends required under the rules of the Exchange and under Multilateral Instrument 45-102 ("MI 45-102"):

"Unless permitted under securities legislation, the holder of this security must not trade the security before [insert that date which is four months and a day from the Closing Date.]"

"Without prior written approval of the Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [insert that date which is four months and a day from the Closing Date]."

(b) The Purchaser understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Units (and all certificates issued in exchange therefor or in substitution thereof), shall bear, in addition to any legend(s) required by Canadian securities laws and policies, the following legend:

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, OR (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, IF APPLICABLE, (C) INSIDE THE UNITED STATES (1) PURSUANT TO THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (2) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS PRIOR TO SUCH SALE FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY" MAY BE OBTAINED FROM THE REGISTRAR UPON DELIVERY OF THIS CERTIFICATE AND A LEGAL OPINION OR DECLARATION OF SELLER, IN A FORM SATISFACTORY TO THE REGISTRAR AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT."

provided that if the Shares or the shares issuable upon exercise of the Warrants (the "Warrant Shares") are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a "foreign issuer", as defined in Regulation S, at the time of sale, the legends set forth above may be removed by providing a declaration to the registrar and transfer agent of the Company, as set forth in Schedule 3 to this Agreement attached hereto (or in such other form as the Company may prescribe from time to time); and provided, further, that, if the Shares or the Warrant Shares are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws;

(c) The Purchaser understands and acknowledges that the Units acquired pursuant to this Agreement have not been registered under the U.S. Securities Act, and are being sold in reliance upon an exemption from registration afforded by Regulation S promulgated under the U.S. Securities Act; and that the Units have not been registered with any state securities commission or authority. The Purchaser further understands and agrees that pursuant to the requirements of Regulation S, the Shares, the Warrants and the Warrant Shares acquired herein may not be transferred, sold or otherwise exchanged unless in compliance with the provisions of Regulation S and/or pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption under the U.S. Securities Act;

(d) The Purchaser understands and agrees that the Purchaser will, upon exercise of the Warrants, be required to give either (i) a written certification that it is not a U.S. person and the Warrant is not being exercised on behalf of a U.S. person, or (ii) a written legal opinion of counsel to the effect that the Warrant and the Warrant Shares deliverable upon exercise have been registered under the U.S. Securities Act or are exempt from registration thereunder; and

(e) The Purchaser represents and warrants to the Company as follows:

(i) the Purchaser is not a "U.S. person" as that term is defined in Regulation S² and is not purchasing the Units for the account of a U.S. person;

_________________________

² "U.S. person" is defined by the Act as:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) formed by a U.S. person principally for the purpose of investing any securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.

(ii) will not transfer or sell the Units purchased herein to any U.S. person; and

(iii) the Purchaser was outside the United States at the time the buy order for the Units was originated and at the time this Agreement was executed.

The foregoing is a summary only of certain aspects of resale restrictions which will apply to the Units under MI 45-102 and securities laws of the United States and is not intended to be exhaustive and does not refer to resale restrictions which may arise by reason of securities laws other than those under MI 45-102, and those of the United States. THE PURCHASER SHOULD CONSULT HIS OWN PROFESSIONAL ADVISORS REGARDING THIS AGREEMENT AND RESALE RESTRICTIONS APPLICABLE TO THE UNITS. IN PARTICULAR, PURCHASERS RESIDENT IN ALBERTA SHOULD SEEK ADVICE FROM THEIR PROFESSIONAL ADVISORS ABOUT RESALE RESTRICTIONS ARISING IN THAT PROVINCE.

10. General: The purchase and sale of the Units as provided for herein is subject to the following additional terms and conditions:

(a) neither of the parties may assign any right, benefit or interest in this Agreement without the written consent of the other, and any purported assignment without such consent will be void;

(b) this Agreement constitutes the entire agreement between the parties and supersedes every previous agreement, communication, expectation, negotiation, representation, warranty or understanding whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement;

(c) each party will execute and deliver such further agreements and documents and do such further acts and things as any other party reasonably requests to evidence, carry out or give full force and effect to the intent of this Agreement;

(d) this Agreement is and will be deemed to have been made in British Columbia, for all purposes will be governed exclusively by and construed and enforced in accordance with the laws prevailing in British Columbia and the rights and remedies of the parties will be determined in accordance with those laws;

(e) this Agreement will enure to the benefit of and be binding upon the respective legal representatives and successors of the parties;

(f) this Agreement may be executed in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document and all counterparts will be construed together and constitute one and the same instrument;

(g) words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa;

(h) a reference to "approval", "authorization" or "consent" means written approval, authorization or consent;

(i) the headings in this Agreement are for convenience only and are not intended as a guide to interpretation of this Agreement or any portion thereof; and

(j) all notices hereunder will be in writing and addressed to the party for whom it is intended at the address first above given. Either party may by notice to the other change its address for service. Any notice delivered will be deemed to have been given or made on the date it was actually delivered, or if sent by telex, telegram or other form of electronic facsimile will be deemed to have been given or made on the business day next following the date upon which it was transmitted.

11. Indemnity: The Purchaser hereby agrees to indemnify and save harmless the Company from any loss, suits or damages suffered by it as a result of any representation, warranty or statement of the Purchaser herein or in the aforementioned Schedules 1 and 2 attached hereto being untrue in any material respect.

The Company may accept this offer by executing the counterpart of this letter where shown.

Yours very truly,

/s/ Georges Abi-Rached
_____________________________________________
Signature of Purchaser

Garmeco International Consulting Engineers S.A.L.
_____________________________________________
Name of Purchaser (Please Print)

_____________________________________________

Telephone Number of Purchaser

_____________________________________________

E-mail Address of Purchaser

1,306,301
_____________________________________________

Number of Shares held directly or
indirectly by the Purchaser in the Company

* * * * * * * *

Agreed to and accepted as of the 18^th day of January, 2005.

INTERNATIONAL HI-TECH INDUSTRIES INC.

Per: /s/ Roger A. Rached
_____________________________________________

Roger A. Rached
_____________________________________________
Name of Authorized Signatory

President and C.E.O.
_____________________________________________
Position or Office

SCHEDULE 1

ACCREDITED INVESTOR CERTIFICATE FORM

The Purchaser certifies that it/he/she is an "accredited investor" as defined in Multilateral Instrument 45-103 Capital Raising Exemption³ (the "Instrument") promulgated under the Securities Act (British Columbia) and the Securities Act (Alberta) (each, an "Act") by virtue of qualifying as one of more of the following. Please insert a checkmark in the bracketed area beside each applicable paragraph:

_________________________

³ The Rule defines the term (i) "financial assets" as cash or securities, (ii) "related liabilities" as liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets or liabilities that are secured by financial assets, (iii) "spouse" as, in relation to an individual, another individual to whom that individual is married and is not living separate and apart within the meaning of the Divorce Act (Canada) or is living and cohabiting within a marriage-like relationship, including a marriage-like relationship between persons of the same gender. Terms used herein which are defined in National Instrument 14-101 (the "National Instrument") as adopted by the Commissions have the meaning given to them in the National Instrument and terms used herein which are defined in the Acts have the meaning given to them in the Acts. Reference should be made to the Instrument itself for the complete text of the Instrument, including other definitions, and to the Companion Policy to the Instrument for matters of interpretation and application.

Individual Purchasers

[____] (a) An individual who beneficially owns, or together with a spouse beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000;

[____] (b) An individual whose net income before taxes exceeded $200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of those years and who, in either case, has a reasonable expectation of exceeding the same net income level in the current year;

[____] (c) An individual registered under an Act or securities legislation in a jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or Securities Act (Newfoundland);

[____] (d) A person registered under an Act or securities legislation in another jurisdiction as an adviser or dealer, other than a limited market dealer;

[____] (e) A person trading as an agent on behalf of a fully managed account if that person is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction as a portfoloio manager or under an equivalent category of adviser or is exempt from registration as a portfolio manager or the equivalent category of adviser;

Non-Individual Purchasers

[____] (f) A company registered under an Act or securities legislation in a jurisdiction of Canada, as an adviser or dealer, other than a limited market dealer registered under the Securities Act (Ontario) or Securities Act (Newfoundland);

[____] (g) A registered charity under the Income Tax Act (Canada);

[____] (h) A corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as shown in its most recently prepared financial statements;

[____] (i) A person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies that are accredited investors;

[____] (j) A person trading as an agent on behalf of a fully managed account if that person is registered or authorized to carry on business under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction as a portfoloio manager or under an equivalent category of adviser or is exempt from registration as a portfolio manager or the equivalent category of adviser;

Institutional Purchasers

[____] (k) A Canadian financial institution, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada) or a wholly owned subsidiary of same;

[____] (l) A trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Corporations Act (Canada), or under comparable legislation in any other jurisdiction, trading as a trustee or agent on behalf of a fully managed account;

[____] (m) An association under the Cooperative Credit Associations Act (Canada) or a wholly owned subsidiary of same located in Canada;

[____] (n) The Business Development Bank incorporated under the Business Development Bank Act (Canada);

[____] (o) A pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a provincial pension commission or similar regulatory authority;

[____] (p) A mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities only to persons or companies that are accredited investors;

[____] (q) A mutual fund or non-redeemable investment fund that, in the local jurisdiction, distributes its securities under a prospectus for which a regulator has issued a receipt;

[____] (r) An entity that is organized outside of Canada that is analogous to any of the entities referred to in paragraphs (f), (k), (m), (n) or (o);

Government Organizations

[____] (s) The government of Canada or of a jurisdiction of Canada, or any crown corporation or agency of a Canadian federal or provincial government;

[____] (t) Any municipality, public board or commission in Canada;

[____] (u) Any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government.

Dated: ___________________, __________.

_______________________________________________________
Signature of the Purchaser or authorized signatory of the Purchaser

_______________________________________________________
Name of the Purchaser

_______________________________________________________
Address of the Purchaser

SCHEDULE 2

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals, the following information about the placee must be provided. This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity (the "Placee") need only file it on one time basis, and it will be referenced for all subsequent Private Placements in which it participates. If any of the information provided in this Form changes, the Placee must notify the Exchange prior to participating in further placements with Exchange listed companies. If as a result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the Exchange.

1. Placee Information:

(a) Name: Garmeco International Consulting Engineers S.A.L.

(b) Complete Address: c/o 669 Comiche de Fleuve, Place du Musée

P.O. Box 1162211, Beirut, Lebanon

2. (a) Is the Placee purchasing securities as a portfolio manager (Yes/No)? No

(b) Is the Placee carrying on business as a portfolio manager outside of Canada (Yes/No)?
No

3. If the answer to 2(b) above was "Yes", the undersigned certifies that:

(a) It is purchasing securities of an Issuer on behalf of managed accounts for which it is making the investment decision to purchase the securities and has full discretion to purchase or sell securities for such accounts without requiring the client's express consent to a transaction;

(b) it carries on the business of managing the investment portfolios of clients through discretionary authority granted by those clients (a "portfolio manager" business) in _______________________ [jurisdiction], and it is permitted by law to carry on a portfolio manager business in that jurisdiction;

(d) the total asset value of the investment portfolios it manages on behalf of clients is not less than $20,000,000; and

(e) it has no reasonable grounds to believe, that any of the directors, senior officers and other insiders of the Issuer, and the persons that carry on investor relations activities for the Issuer has a beneficial interest in any of the managed accounts for which it is purchasing.

4. If the answer to 2(a) above was "No", please provide the names and addresses of control persons of the Placee:

Name	City	Province or State	Country
Prof. Georges Hanna Abi-Rached	Vancouver	British Columbia	Canada
Hilda Georges Abi-Rached	Vancouver	British Columbia	Canada

The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including provisions concerning the filing of insider reports and reports of acquisitions (See for example, sections 87 and 111 of the Securities Act (British Columbia) and sections 176 and 182 of the Securities Act (Alberta).

Acknowledgement - Personal Information

"Personal Information" means any information about an identifiable individual, and includes information contained in sections 1, 2 and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the Exchange (as defined in Appendix 6B - Acknowledgement - Personal Information of the Exchange policies) pursuant to this Form; and

(b) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6B - Acknowledgement - Personal Information of the Exchange policies or as otherwise identified by the Exchange, from time to time.

Dated at Vancouver, British Columbia on January 27, 2005.

Garmeco International Consulting Engineers S.A.L.

_____________________________________________
(Name of Purchaser - please print)

/s/ Georges Abi-Rached
_____________________________________________
(Authorized Signature)

Chairman
_____________________________________________
(Official Capacity - please print)

Prof. Georges Abi-Rached, P.Eng.
_____________________________________________
(please print name of individual whose signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

SCHEDULE 3

DECLARATION AND UNDERTAKING OF SHAREHOLDER

WITH RESPECT TO PROPOSED OFFSHORE RESALE OF SECURITES

ON THE TSX VENTURE EXCHANGE

TO:	INTERNATIONAL HI-TECH INDUSTRIES INC. 1096 West 10th Avenue Vancouver, BC V6H 1H8 (the "Company")
TO:	COMPUTERSHARE TRUST COMPANY OF CANADA 510 Burrard Street Vancouver, BC V6C 3B9 (the "Transfer Agent")
FROM:	THE UNDERSIGNED SHAREHOLDER OF THE COMPANY
	(the "Shareholder")
RE:	SALE OF SHARES PURSUANT TO RULE 904 OF THE SECURITIES ACT OF 1933

The Shareholder makes this Declaration and Undertaking in connection with the sale of the number of common shares of the Company set forth below (the "Shares") in reliance of Rule 904 of the Securities Act of 1933 (the "1933 Act"). The Shareholder represents, warrants and undertakes as follows:

1. The Shareholder is the legal and beneficial owner of the Shares;

2. The Shareholder is: (i) not an "affiliate" of the Company, as defined in the 1933 Act, or a person acting on behalf of an affiliate of the Company; or (ii) if an "affiliate" of the Company, is an affiliate of the Company solely by virtue of holding a position as a director or officer of the Company;

3. The Shareholder is not a "distributor", as defined under Rule 902(d) of Regulation S, or a person acting on behalf of a distributor. A "distributor" under Rule 902(d) of Regulation S means any underwriter, dealer, or other person who participates, pursuant to a contractual arrangement, in the distribution of the securities offered or sold in reliance of Regulation S of the 1933 Act;

The Shareholder will not make any offer to sell the Shares to any person in the United States;

The sale of the Shares will be executed in, on or through the facilities of the TSX Venture Exchange, a designated offshore securities market as defined in Regulation S under the 1933 Act, in circumstances where neither the Shareholder nor any person acting on its behalf knows that the transaction had been prearranged with a buyer in the United States. The Shares will not be sold in the United States on the OTC Bulletin Board;

Neither the Shareholder nor any affiliate of the Shareholder nor any person acting on any its behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of the Shares, as the term "directed selling efforts" is defined in Rule 902(c) of Regulation S of the 1933 Act. The term "directed selling efforts" is defined in Rule 902(c) of Regulation S of the 1933 Act to mean any activity undertaken for the purpose of, or that could be reasonably expected to have the effect of, conditioning the market in the United States for any of the securities being sold;

The Shareholder will not pay any selling concession, fee or other remuneration in connection with the offer and sale of the Shares other than the usual and customary broker's commission that will be received by a person executing such transaction as agent; and

The sale of the Shares is not a transaction or part of a series of transactions which although in technical compliance with Regulation S is part of a plan or scheme to evade the registration provisions of the 1933 Act.

For purposes of this Declaration, an "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

The Shareholder is providing this document to the Company and its Transfer Agent and acknowledges that the Company and the Transfer Agent are relying on the declaration made herein in registering the transfer of the Shares pursuant to Rule 904 of Regulation S and removing the restrictive legend endorsed on the certificate(s) representing the Shares.

Dated this ________ day of ________________, 200___.

Number of Shares:		___________________________________ Shares
Name of Shareholder:		___________________________________
Name and Title of Authorized Signatory (if not an individual):		___________________________________
Signature of Shareholder or Authorized Signatory of Shareholder (if not an individual):		___________________________________

INTERNATIONAL HI TECH INDUSTRIES INC SC 13D