Abstract: An apparatus and method for imaging a surface of a target object that produces a three-dimensional image of the target object without mechanical contact from a hand-held, free-motion scanner. In one embodiment, the apparatus has a scanner that an operator manually moves about the target object substantially without restriction. A noncontact distance measuring device is attached to the scanner to measure the distance between the scanner and the target object without mechanically contacting the target object. Additionally, a position tracking system detects the position and orientation of the scanner within the position reference field without mechanically restricting the scanner. In operation, a computer is operatively coupled to the position tracking system and the noncontact distance measuring device to correlate position measurements of the scanner with corresponding distance measurements between the scanner and the target object.