#1 I got nothing against a level based system but maybe it would be an idea to have characters start at lvl5 as thats when they are done with being an apprentice. The first couple of levels are left in to detail apprentice level characters (NPCs and PCs). Could be lvl 5 Journeyman, lvl 15 Expert, lvl 30 Master.
#2 Get rid of all skills which mimics what can be done with powers, spells, and so forth. Talking about the adrenal skills, spell mastery, channeling, transcend armor, etc. Its really confusing when you pick up the game, and wonder why there are skills doing what spells do (and in some cases better).
#3 Start off a bit easier with the first rank progression bonus, and give a little more later on to spread out the expertise of skill ranks. Also reduce the bonus gained from Stats, it should be the ranks in a given skill that means more than a high score in a stat.
#4 Define expertise levels of ranks. Journeyman, Skilled, Expert, Master, Grandmaster with each level of expertise granting a bonus in reducing the time it takes to make a skill maneuver (usually how it is in RL, the highly skilled can do the same job faster than a less skilled person).
#5 Remove Everyman, Occupational skills from professions. Their level of expertise should be measured in the cost of developing said skills not as a bonus.
#6 Spread out the spells on the spelllists, so that the spells are more evenly spread out. The spells tend to cluster at the first levels, and then really thin out to be levels apart.
#7 Make ranks in the spelllists count as effective level and not the characterlevel. That way its the character?s knowledge of a specific spelllist which demostrates his power, and not his overall level.
#8 Redo Talents if they must be in. If not get rid of them.
#9 Get rid of Temporary and Potential stats. Just have one set of stats for ease of play if nothing else.
#10 Make spell multiplier have a smaller bonus. Eg x2 becomes x1.25; x3 becomes x1.5, and so forth. As I understand it you had fewer PPs in RM2 where it made sense multiplying with 2, 3, 4 but with higher numbers it seems to be toomuch. EG: A lvl10 has about 100PP which are double, or tripple using the old. Thats a lot of extra spells for a relatively common item (appears on many TP).
#11 Remove Snap and Deliberate actions. Maybe I am not reading them right but it seems that a character with a high Qu should almost chose deliberate actions all the time as he is probably the quickest anyway so its no disadvantage for him to select that action and he even gets a nice bonus to his OB.
#12 Rework initiative to work in phases. Each round would have 10 phases, and your action takes the percentage as written. So if you want to move 20%, you move in the first and second phase. Then attack for 60% which is executed in phase 8 (2+6). If two or more react in the same phase compare Qu, highest goes first. Combat Awareness continues to work as previous.
#13 Remove the bonus from TPs. Let them work as a help to define a character, and not a way to gain extra dev.points. Redo the items with a cost in dev.points instead of a percentage so that the player can "buy" those he wants instead of relying on a random roll.
#14 Attempt to make spellcasting and non-spellcasting professions more equal. As it is now, its slow playing a spellcaster at the lower levels but once you start to pick up, the fighter more or less remains the same. Maybe give the fighter (and his other non-spellcasting friends) something to continue developing. If using the skill expertise idea, it could be a handy fighting trick which could either be purchased with dev.points or learned at every 10th rank in a weapon skill. Could make an expertise tree for every weapongroup/skill (must have Mighty Strike I before Mighty strike II, etc). These tricks could be fueled by expeniture of Fatigue points as adrenal skills.
Sorry if this got a bit long. Anyways this is my two coppers worth