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                                                                    EXHIBIT 10.5


                              UNANIMOUS CONSENT OF
                           THE BOARD OF DIRECTORS OF
                              QUEST MEDICAL, INC.

         The undersigned, being all of the directors of Quest Medical, Inc., a
Texas corporation (the "Company"), pursuant to Article 9.10(B) of the Texas
Business Corporation Act, hereby execute this consent for the purpose of
adopting the following resolutions of the Board of Directors, to the same
extent and to have the same force and effect as a vote of all of the directors
at a formal meeting of the directors of the Company duly called and held for
the purpose of acting upon proposals to adopt such resolutions.

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                  WHEREAS, the Board of Directors desires to retain certain key
         employees, to encourage such employees to own stock of the Company and
         to give such employees added incentive to advance the interest
         of the Company;

                  RESOLVED, that the following key employees ("Employees") be, 
         and they hereby are, granted options to purchase the following number
         of shares of Common Stock at an exercise price and on the terms and
         conditions set forth   below:

<TABLE>
<CAPTION>
                                     Number of Shares
                                       Subject to                      Exercise
         Employee                        Option                          Price
         --------                        ------                          -----
         <S>                             <C>                              <C>
         Thomas C. Thompson              100,000                          $1.50
         Jack E. Meyer                   70,000                           $1.50
         F. Robert Merrill               50,000                           $1.50
         William A. Franklin             50,000                           $1.50
         Mark O. Samples                 30,000                           $1.50
</TABLE>

         Such options shall be exercisable during the Employee's lifetime only
         by him or by his guardian or legal representative, and an option shall
         not be transferable other than by will or the laws of descent and
         distribution.  In the event that an Employee shall cease to be in the
         employ of the Company or any of its subsidiaries for any reason other
         than death (and shall not thereupon become an employee of the
         subsidiaries or the Company), the unexercised portion of the option
         granted to such Employee shall terminate on the date that is three (3)
         months from the date of such Employee's termination of employment;
         provided, however, that (i) in the event the employment of the
         Employee is terminated for dishonesty or other acts detrimental to the
         interests of the Company or the subsidiaries, or for any breach by
         Employee of any employment contract with the Company or one of the
         subsidiaries, or (ii) if after Employee's employment is terminated,
         Employee commits acts that are determined by the Company to be
         detrimental to the interests of the Company or the subsidiaries, then
         the options granted to such Employee hereunder shall be null and void
         after such determination is made.  In the event an Employee dies       
         while
    




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         in the employ of the Company or a subsidiary, any option granted to
         him hereunder shall be exercisable within the twelve (12) month period
         commencing on the date following the date of his death or within the
         time permitted for the exercise of the option set forth below,
         whichever date first occurs, and then only (i) by the person or
         persons (hereinafter sometimes referred to as "Successors") to whom
         the Employee's rights under the option shall pass by the Employee's
         will or the laws of descent and distribution, and (ii) if and to the
         extent that the Employee was entitled to exercise the option on the
         date of his death.  Such option, to the extent not exercised within
         the above period after the date of the Employee's death, shall, upon
         the expiration of the period, terminate.  No option granted hereunder
         shall be exercisable after the expiration of ten (10) years and one
         (1) day from the date hereof.  Nothing herein or in any option granted
         hereunder shall require the Company to issue any shares upon exercise
         of any option if such issuance would, in the opinion of counsel for
         the Company, constitute a violation of the Securities Act of 1933, as
         amended, or any similar or superseding statute or statutes, or any
         other applicable state or federal statute or regulation, as then in
         effect.  At the time of any exercise of an option, the Company may, as
         a condition precedent to the exercise of such option, require from the
         Employee (or in the event of his death, his legal representatives,
         legatees or distributees), such written representations, if any,
         concerning his intentions with regard to the retention or disposition
         of the shares being acquired by exercise of such option and such
         written covenants and agreements, if any, as to the manner of disposal
         of such shares, as, in the opinion of counsel to the Company, may be
         necessary to ensure that any disposition by such Employee (or in the
         event of his death, his legal representatives, legatees or
         distributees), will not involve a violation of the Securities Act of
         1933, as amended, or any similar or superseding statute or statutes,
         or any other applicable state of federal statute or regulation, as
         then in effect.

                 RESOLVED, that in connection with the grant of the foregoing
         options to the Employees, the Board of Directors hereby approves the
         reservation of 300,000 shares of the Common Stock out of the
         authorized shares of Common stock of the Company for the purpose of
         issuing shares of Common Stock upon exercise of the foregoing options
         granted to the Employees.

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