I really hate systems. Havn't been able to play since the baby came, but hope to get back to shaking dice someday. We use our own system that is built off 2nd eddition AD&D. The basic combat and spells is in place, but there are no classes. Characters buy skills from a long list of skills, people make interesting multidemensional characters that drive plot. It's all in the story and flexability of skills to make the cardboard cut outs into individuals. Good luck to you all the same, making systems is hard.
Its a classless system; the closest to classes is archetypes, which are essentially traditions for characters to follow. Paladins are an archetype; other people can make a character who functions similarly to a paladin, but the Paladin archetye exists to mke paladins My phone hates typing.