How about you attach use proficiancy with skills (get better with use?)

If you just use more bits in recording your experience in a skill, you can half and half with related skills. I mean, 655 is just under 1% of 65536. Use this skill, gain 1% (you might have to increase by random(650,660)) and also gain .5% in a related skill, .25% in a less related skill, and so on and so forth.

Don''t know if you know this or not Websitewill, but Fallout 1 (and I think 2 and Tactics) used the GURPS system. I remember seeing a review for the first before it came out and I know it said it used GURPS. It''s a fun series to play (I have 1 and 2). However I''m not sure how it''ll work in a setting with magic. If you cast spells based on Stamina with it you''re going to end up with characters like that Ogre (from you''re first post) that because of base stats has 10k Stamina be the ultimate spellcaster. Sure the spells aren''t as effective but being able to cast a 1k or more will make up for that so much that elf wizards everywhere are going to become endangered. There''s serious balance issues there, and you''ll still end up have to redesign parts of it. And by the way the fact that the GURPS system doesn''t award big big enhancements for each level increase is a good thing in an RPG. You want newbies to still have a chance, and giving huge gains in stamina, mana, or health for each level will take that chance away. Plus huge gains takes away a lot of the challange (at least for me) and in doing so loss my interest.