I just took a large chunk of fabric that I had leftover from a project and laid out the things I wanted to be able to take places. Mat; ruler; cutter; pins and made appropriate sized pockets on the inside. I made handles and incorporated those in the edge then quilted the large piece of fabric and lastly attached the pockets. Used matching thread so that it didn't show off my horrible machine quilting or the excess stitching for the pockets. It's handy and works for me.