HeX16: Yes I have tried Oblivion XP and yes, it is great, in fact that's the current leveling mod that I have installed. However, the reason I'm looking for something different is that I feel Oblivion XP pretty much forces you to play a certain way, namely having to constantly sleep for 8 hours to keep up a store of rested XP. Not to mention exploits like stealing any respectable amount of gold, nets you a huge store of experience. Also it allows a character who has never touched magic to become a master of it without even thinking of casting a spell. All that said though, it is the best leveling mod I've tried. WastelandAssassin: I mentioned in my original post that I have tried the all +5 attributes mod, but what I was looking for was a mod that gave me +5 in every attribute regardless of whether I had used the related skills or not. With that mod I would still need to put level up blade to put 5 points in strength, or to increase block to get a point in endurance. I'm looking for something that allows me to upgrade those attributes without having to use the actual skills that my character would most likely never use. thanks for the replies :P