Two-dimensional vision-based measurement is an ideal choice for measuring small or fragile parts that could be damaged using conventional contact measurement methods. Two-dimensional vision-based measurement systems can be quite expensive putting the technology out of reach of inventors and others. The vision-based measurement tool design developed in this thesis is a low cost alternative that can be made for less than $500US from off-the-shelf parts and free software. The design is based on the USB microscope. The USB microscope was once considered a toy, similar to the telescopes and microscopes of the 17th century, but has recently started finding applications in industry, laboratories, and schools. In order to convert the USB microscope into a measurement tool, research in the following areas was necessary: currently available vision-based measurement systems, machine vision technologies, microscope design, photographic methods, digital imaging, illumination, edge detection, and computer aided drafting applications. The result of the research was a two-dimensional vision-based measurement system that is extremely versatile, easy to use, and, best of all, inexpensive.