I got bored at work and decided to create a derivative of D&D 4th Edition, but one that wouldn't use levels or the typical classes.  I also altered spellcaster implements to work like weapons and simplified weapon traits.

Character Creation
These rules assume the Narrator and players are familiar with basic terminology, dice mechanics, and line of sight rules common to most RPG's. Follow the steps outlined below to create your character.

Power Source – Choose one of the following power sources: Arcane (Intellect), Divine (Spirit), Inspiration (Bravado), Primal (Stamina), Martial (Strength), or Precision (Agility).

Attributes – Each character has six attributes: Strength, Stamina, Agility, Intellect, Spirit, and Bravado. Divide eight points into these attributes, spending no more than four in a single attribute.

Talents & Powers – Each character begins with one talent from their power source, three at-will powers, and three encounter powers.

Equipment – Choose one set of armor and up to three weapons; or two weapons and a shield. Implements may be chosen in place of weapons, but weapons cannot be used as implements and vice versa.

[pre]Armor Type  Bonus  Speed  Penalty  Examples
None        +0    8      n/a      Clothes, Robes
Leather    +1    8      -1      Leather, Hide, Studded Leather
Chain      +2    7      -2      Chainmail, Elven Chain
Scale      +3    6      -3      Scale, Dragonhide
Plate      +4    5      -4      Heavy Plate, Half Plate & Chain
Shield      +1    n/a    -1      Round Shield, Kite Shield[/pre]The penalty is applied when characters attempt physical actions that would be impeded by the armor and/or shield. Examples: Climb over a wall, jump across a gap, swim, etc. Shields provide a shield bonus to both Armor and Evade.

[pre]Weapon      Damage  Range  Traits
Improvised  1d4    5      None
Light        1d6    10    Balanced - May be used in either hand
Heavy        1d8    15    Versatile - Attacker gains a +1 item bonus to damage while wielded in two hands
Great        1d10    20    Brutal - Attacker re-rolls any 1's on damage die
Superior    1d12    25    Masterwork - Attacker gains a +1 item bonus to attack rolls[/pre]Bows, long spears, slings, crossbows, and great weapons require two-hands to wield. Range only applies to bows, slings, crossbows and other weapons that can be thrown, like daggers, shuriken, hammers, and spears. Unarmed counts an Improvised Weapon for purposes of the Weapon keyword in powers.

[pre]Implement  Damage  Range  Benefit/Drawback
Wood      1d4    20    Basic implements currently do not
Bone      1d6    15    provide any additional benefits or
Iron      1d8    10    drawbacks.
Silver    1d10    5[/pre]Implements must be wielded in at least one hand and may only be used as an Improvised melee weapon if they are sturdy enough. Implements come in a wide variety of shapes, sizes, and types, ranging from simple shapes and symbols, to ornate orbs or intricately carved staves.

Defenses, Hit Points, & Healing
Use the chart below to complete your derived stats.
[pre]Type        Formula
Armor      10 + Armor + Shield
Endure      10 + Strength or Stamina
Evade      10 + Agility or Intellect + Shield
Resist      10 + Spirit or Bravado
Hit Points  20 + Brawn
Vitality    4 + Stamina[/pre]Any creature that suffers enough damage to reach 0 hp is knocked unconscious. Unconscious enemies left behind at the end of an encounter are either captured or slain by the victors. Allies can be revived after the encounter ends with a Brains or Bravado (15) check. The ally awakens with 1 hp. After an encounter is over, you may heal yourself for one-half of your maximum hit points after a short rest (30 minutes) by spending a point of Vitality. You cannot take two short rests in a row to heal to full. Characters must be involved in significantly exhausting activity to take another short rest. You heal all your hit points and regain all Vitality after an extended rest (6 hours) and cannot take another extended rest for at least eighteen hours.

Talents
Each character begins with one talent at character creation. The talent has a power source and role, describing its place in an adventuring group and one or more special abilities unique to that talent. The talent also details what type of armor, weapons, and implements the character is trained in the use of. The appendix contains one talent for each of the five roles, providing a set of examples for Narrators to use when creating their own talents for their campaign settings.

The five roles are: Defender, Controller, Healer, Leader and Striker. Defenders guard their allies from harm and attempt to keep foes from attacking their allies. Controllers shape the battlefield, preventing their party from being outmaneuvered and flanked. Healers staunch deadly wounds and bring their allies back from the brink of death. Leaders grant courage and cunning to their comrades, leading the attack and opening up strategic advantages through careful tactics. Strikers deal in death on the battlefield, using brute force, divine retribution, arcane power and more to strike down their foes.

Powers
This section lists general powers available to all characters and a list of powers to use as examples for creating your own powers. Each power follows the same format. The name is bolded in the dark green or dark red title bar and followed by the power source, type of power, range, and any keywords that apply. If a power has the Weapon or Implement keywords, you cannot use them without a weapon or implement.

The beginning of the next line details which attribute to use and which defense it targets. Powers with multiple attacks will list the number of attacks to roll inside parentheses. The effects of a successful attack are listed after the colon.  All powers use a standard action unless otherwise noted. Some encounter powers may have an additional line that details what happens if the power misses. Most commonly, this will be half-damage on area of effect powers that do not add an attribute to damage.

General Powers
[table]
[tr][td]Brawl (General, At-Will • Melee, Unarmed)[/td][/tr]
[tr][td]Strength or Agility vs Armor: 1d4 + Strength or Agility damage[/td][/tr]
[/table]

[table]
[tr][td]Feint (General, At-Will • Melee)[/td][/tr]
[tr][td]Intellect or Bravado vs Resist: Slide target 1 square[/td][/tr]
[/table]

[table]
[tr][td]Push (General, At-Will • Melee)[/td][/tr]
[tr][td]Strength or Agility vs Endure: Push target 1 square[/td][/tr]
[/table]

[table]
[tr][td]Strike (General, At-Will • Melee or Ranged, Weapon)[/td][/tr]
[tr][td]Strength or Agility vs Armor: 1[e] + Strength or Agility damage[/td][/tr]
[/table]

[table]
[tr][td]Trip (General, At-Will • Melee)[/td][/tr]
[tr][td]Strength or Agility vs Evade: Target is knocked prone[/td][/tr]
[/table]

[table]
[tr][td]Shake It Off (General, Encounter • Melee)[/td][/tr]
[tr][td]Allows an Unconscious ally to spend a point of Vitality to heal one-quarter of their maximum hit points and remove the Unconscious condition. Ally is dazed until the end of their next turn and they are prone.[/td][/tr]
[/table]

[table]
[tr][td]Second Breath (General, Encounter • Self)[/td][/tr]
[tr][td]Spend a point of Vitality to heal one-half of your maximum hit points. You also gain a +4 bonus to saving throws until the end of your turn.[/td][/tr]
[/table]

Sample Powers
[table]
[tr][td]Boar's Rush (Martial, At-Will • Melee, Weapon)[/td][/tr]
[tr][td]Strength vs Endure: 1[e] damage and target is pushed 1 square[/td][/tr]
[/table]

[table]
[tr][td]Divine Light (Divine, At-Will • Ranged, Holy, Implement)[/td][/tr]
[tr][td]Bravado vs Resist: 1[e] damage and one ally that you can see within 5 squares of the target is healed for your Bravado.[/td][/tr]
[/table]

[table]
[tr][td]Energy Blast (Arcane, At-Will • Ranged Burst 1, Energy, Implement)[/td][/tr]
[tr][td]Intellect vs Evade (Each creature in burst): 1[e] energy damage[/td][/tr]
[tr][td]When you first learn this power, choose one of the following energy types: fire, force, ice, lightning, shadow, or thunder. Energy Blast gains that energy type permanently.[/td][/tr]
[/table]

[table]
[tr][td]Holy Smite (Divine, At-Will • Melee, Weapon)[/td][/tr]
[tr][td]Bravado vs Armor: 1[e] + Bravado holy damage[/td][/tr]
[/table]

[table]
[tr][td]Hunter's Fangs (Precision, At-Will • Melee or Ranged, Weapon)[/td][/tr]
[tr][td]Agility vs Armor (2 attacks): 1[e] damage per attack. You may attack one target twice or two targets once each.[/td][/tr]
[/table]

[table]
[tr][td]Quick Toss (Precision, At-Will, Minor Action • Ranged, Weapon)[/td][/tr]
[tr][td]Agility vs Evade: 1 damage[/td][/tr]
[/table]

[table]
[tr][td]Sunder (martial, At-Will • Melee, Weapon)[/td][/tr]
[tr][td]Strength vs Armor: 1[e] damage and target is Sundered until the end of their next turn[/td][/tr]
[/table]

Conditions
Conditions are usually a temporary effect that provides a bonus or inflicts a penalty on your character. Durations of conditions include: until the end of your next turn, until the end of their next turn, until the end of the encounter, until a save ends the condition or permanently.
[pre]Condition    Effect
Blind        Target suffers a -4 penalty to all attack rolls, -2 penalty to defenses, no LOS
Bloodied      Target has less than half their maximum hit points remaining
Concealed    Target gains a +2 cover bonus to all defenses
Corrupted    Target only gains half the benefit of healing and gains Vulnerable Shadow 5
Dazed        Target loses one action and suffers a -2 penalty to defenses1
Deafened      Target cannot hear and suffers a -2 penalty to all defenses
Dying        Target is unconscious and may be slain at the end of the encounter
Hidden        Target gains a +4 cover bonus to all defenses
Immobilized  Target cannot move except through forced movement
Marked        Target suffers a -2 penalty to all attack rolls except against the marker
Petrified    Target is turned to stone and unconscious and gains Resist All 20
Prone        Target is Slowed, may crawl or use a Move action to stand
Restrained    Target is immobilized and cannot take any actions except to break free
Slowed        Target speed is reduced to 2, cannot run, and speed cannot be increased
Staggered    Target suffers a -2 penalty to all attack rolls and defenses
Stunned      Target loses two actions and suffers a -2 penalty to all defenses1
Sundered      Target suffers a -2 penalty to all defenses
Unconscious  Target loses all actions, falls prone, and is unaware of their surroundings1
Weakened      Target deals half damage, round down[/pre]

looks workable (though i have little experiance with 4e)
What good is 'quick toss' for? I guess 1hp damage as a freebie over the course of a fight can add up, but is it meant to be used with alchemic items? Being able to toss a tanglefoot bag, move up, and start whacking a guy would be strong.

Minions, a type of monster, have 1 hp.  Quick toss is just a way for a striker to excel at their role of dealing damage and killing foes.

oh yea, forgot about those little buggers. Super usefull then.

Here's one of the talents I have created so far.  It's very much a loose design and is the first I have altered to work without levels.  Players will spend xp on upgrading talents, gaining new powers, and eventually, adding feats to their character.  Right now, the system has zero feats and will be play tested without feats to make sure the base is balanced as well as it can be.

Frost Mage (Arcane • Controller)
Defenses: +2 Endure, +1 Resist
Armor Proficiency: Cloth
Implement Proficiency: Wood, Bone, Iron, Silver
Weapon Proficiency: Improvised, Light, Heavy (melee only)
Drawback: All your powers must deal ice or physical damage.
––––––––––––––
Coldsnap: All your spells that deal ice damage have a chance to slow the target. If your attack roll is even and you hit, the target is slowed (save ends). If the creature is already slowed by you, they gain Vulnerable Cold 5 until the end of your next turn instead.
Upgrade (2500xp): Coldsnap adds the following – Aftereffect: Gain Vulnerable Cold 5 (save ends).

Winter's Chill (Aura 1): Minor action to activate or deactivate. Any creature that moves into or begins their turn in the aura is slowed (save ends).

Gifted Healer (Divine • Healer)
Defenses: +1 Endure, +2 Resist
Armor Proficiency: Cloth, Leather, Chain, Shield
Implement Proficiency: Wood, Bone, Iron, Silver
Weapon Proficiency: Improvised, Light (melee only), Heavy (melee only)
––––––––––––––
Healer's Gift: Twice per encounter as a free action on your turn, you may spend a point of Vitality to heal an ally within 5 squares for 1d6 hp per level, plus your Bravado.
-- Upgrade 1 (2000 xp): You may use Healer's Gift an additional time per encounter. You may purchase this upgrade up to four times.
-- Upgrade 2 (1000 xp): Increase the range by 5 squares. You may purchase this upgrade up to three times.

Resolute: Increases your Vitality by three points.
-- Upgrade (2500 xp): Increase Vitality by three points.

The idea behind this system, is that the Narrator / DM can create their world as they see fit, without worrying if a certain class will fit in or not.  Instead, they create talents to fit the world.  The Ice Mage may hail from a distant city of mages that floats above the Frostfell in the far northern reaches of the world.  Narrators can tailor the talents to the world instead of the world to the classes available.

Right now the system just uses attributes for skill checks in non-combat encounters (aka skill challenges), but I'm considering adding a list of skills to choose from.  Any thoughts on that?

Looks fairly solid. Being unbalanced can only result from having a trait to pumped up, but that's isolated and would be easy to fix.  You probably don't need a skill list since 4e is very much about the dungeon crawl, but might as well improve upon it while you are at it

The system as is, there are no levels and you don't raise your ability scores at all.  The only thing you can do is spend your xp on new encounter and daily (to be added later) powers, upgrade your talent abilities, and eventually purchase feats.  I figure with static math that never really changes much, it'll be so much easier to balance.

Ok, question about hit points...

Since this is a system without levels, what should I base the starting hit points on?  X + (Stamina * 10)?

ON hit points- Do you want them to be changeable? i.e. a more powerful characters can spend XP on them or take traits to boost them? Or would it be a static thing such as the attributes?

Your first post has HP = 20 + Brawn, but I don't see Brawn listed anywhere else.

Also what is Endure meant for? I ask since your Traits give bonuses to the derived stats, and Endure is listed as 10 + Str or Stam. It would seem logical then to connect HP with Endure in some way, but you have Endure bonuses going to caster classes, which typically have low HP.

Originally, the system used three attributes: Brawn, Brains, and Bravado, but as I was making power sources, I really wanted something for physical agility and Brains just didn't work.  Armor, Endure, Evade, and Resist are basically AC, Fortitude, Reflex, and Will.  I just didn't want to use the same names.  I will probably add feats and make additional hp a trait that players can upgrade with xp.

Added some new Conditions and modified Corrupted:

Corrupted: Target gains only half the benefit from healing
Pinned: Target is Immobilized and suffers a -4 penalty to Ranged attacks
Sanctified: Target gains double the benefit from healing
Vulnerable: Target suffers double damage from this type of damage (Example: Vulnerable Fire)

If anyone else has any suggestions for Conditions, that would be very helpful.  I'm hoping to have a rather large list of conditions so that players and Narrators can create a large variety of powers that exploit those conditions through combinations within the party.

Advanced Implements
Advanced implements are used by spellcasters to augment their attacks with additional effects based on the type of implement they're using.  These advanced implements may also alter the damage and range of the materiele used.

Example Implement Augments
Blessed [Silver] - Increases the range of Holy powers to 10 squares instead of 5 squares
Coldforged [Iron, Silver] - Powers with the Cold keyword deal an additional 1d6 damage on a successful attack
Corrupted [Iron] - Increases the damage of Shadow powers to 1d10 instead of 1d8
Flametouched [Wood, Bone] - Powers with the Fire keyword inflict 2 Ongoing Fire Damage (save ends) in addition to any other ongoing damage from other sources
Icebound [Wood, Iron, Silver] - Cold powers gain a +1 implement bonus to attack rolls when cast through this implement
Sanctified [Iron, Silver] - Divine powers gain a +1 implement bonus to attack rolls when cast through this implement
Starmetal [Iron] - Fire and Divine powers gain a +1 implement bonus to attack rolls when cast through this implement and deal an additional 1d6 fire and holy damage
Stormblessed [Wood] - Thunder and Lightning powers gain a +1 implement to attack rolls when cast through this implement
Thunderfury [Wood] - Thunder powers Push 1 on a successful attack. If the power already has Push, increase it by one instead.