<PAGE>   1
                                                                    Exhibit 10.5


February 2, 2001


Kevin M. Quilty
47 Bailey Drive
Washington Crossing, PA  18977

Dear Kevin:

It is a pleasure to extend to you an offer of employment to join Endocare, Inc.
as Senior Vice President, Sales and Marketing, reporting to Paul Mikus, CEO,
effective on approximately February 16, 2001.

The primary duties and areas of responsibility with which you will become
involved have been discussed during the interview process. Your semi-monthly
salary will be $7,291.67 gross earnings, with pay periods on the 15th and the
end of each month. This equates to an annual salary of $175,000.00 per year. In
addition, you will be eligible to participate in Endocare's 2001 Bonus Plan and
earn up to 40% of your base salary. The details of the bonus plan are outlined
in the 2001 Bonus Plan document. Upon acceptance of this offer, the Company will
pay you a bonus of $25,000 immediately after your hire date. This bonus will be
contingent upon you being actively employed by Endocare for one year. If, for
any reason, you should leave the Company prior to the one-year anniversary of
your date of hire, you agree to reimburse Endocare for the applicable prorated
portion of this bonus.

You will also be granted 175,000 Endocare Incentive Stock Options, upon approval
of the Stock Option Committee of the Board of Directors, in accordance with the
1995 Stock Plan. The option price will be the fair market value on the date of
grant and the terms are outlined in the Stock Option Agreement. An additional
25,000 options will be granted at the fair market value on your hire date and
will be fully vested incrementally upon your achievement of mutually agreed upon
performance objectives.

You and your eligible dependents, if applicable, will be covered under
Endocare's current group health and dental insurance plan as provided by The
Principal Mutual Insurance Company. Coverage will be effective the first of the
month following 30 days of continuous employment and is provided at no cost to
you. Dependent coverage is charged at $30.00 per month per dependent. Endocare
offers a Premium Only Plan that allows you to pay your dependent premiums
through a tax-free payroll deduction.

Prior to beginning employment, we require that you enter into agreements
regarding Endocare's proprietary information and arbitration policies, and while
we hope our relationship will be long and mutually beneficial, it should be
recognized that neither you, nor we, have entered into any contract of
employment, expressed or implied. Our relationship is and will always be one of
voluntary employment 'at will.' You will also be required to provide proof of
your eligibility to work in the United States on your first day of employment.

We hope that you will consider our offer favorable and on behalf of Endocare,
I'd like to welcome you to the Company. You will notice that there are two
copies of this letter. To indicate your acceptance, please sign and return one
of the copies to me. Should you have any questions or concerns regarding the
offer, please feel free to contact me.


Sincerely,                              Accepted by:


/s/  Holly A. H. Williams               /s/ Kevin M. Quilty
-------------------------------         ----------------------------------------
                                        Kevin M. Quilty
Holly A. H. Williams
Vice President, Human Resources         Feb. 20, 2001
and General Counsel                     ----------------------------------------
                                        Start Date