we considered doing it on the second floor but decided that even a thin layer of masonry would be to heavy on the second floor for a hydronic system,
You could consider elec panels, if your rooms are big any radiant heat should work great. IMO Small rooms wont work as well because the heat just wont radiate as well. There are also wall systems that are available.

You can do radiant heating without the cement; look at Radiantec and similar companies.

My personal opinion is that radiant tubing run between joists doesn't provide nearly as evenly warm flooring as masonry-type installations but it sure beats anything else for comfort. Do install deep insulation between and under the tubes; it won't be as good as concrete for evening-out the heat but it's mucho better than the designs which depend upon heating the air between joists.

You can look at "warmboard" but it's costly. It's much better than "staple up" radiant heat that goes under the floor. The warmboard serves as the subfloor but has grooves for laying radiant tubing already built in. They design the layout for you (or so I'm told) but the board itself is around $190 for a 4x8 sheeet. This is a better option that pouring mortar or gypsum since it is lighter, and it replaces the need for your regular subflooring (the warmboard is around 1 1/4 inches if I recall). You place your PEX heating tubing right in the grooves. We opted against it in Pennsylvania because we felt we would still need to run ductwork for a backup heat and for A/C, so it was cost prohibitive to do radiant.
Your basement radiant heat would run the tubing right in the concrete.

We have hydronic heating on both our first floor (raised foundation) and second floor, PEX in gypcrete. Works terrific, trouble-free, silent, saves energy, super comfortable, great flexibility.

thanks everybody for the help. going to look into the gypcrete a bit more....... thanks again