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Here's the notes my friends and I took down after reading over the book and playtesting it for a few hours.
In summary, we really like it, but there's some parts we thought were too strong or too weak, so we made a list. Don't take this as negative criticism -- overall, our reaction was very positive.
Personally, my focus in D&D is on high level play, so I read the book from that perspective.
Hit Points
I like adding bonus hit points depending on race. It's more flavorful than the other options. Also, on the topic of hit points, I think there needs to be an expanded death's door option, since by the time you get into high level play, the 0 to -10 range is so narrow you usually go from alive to dead in one hit. I personally like expanding death's door by 1 per level, so a 20th level character would need to hit -30hp to die, but there's different ways of doing this.
Races
100% awesome.
Rogue Special Abilities
Ledge Walker, Rogue Crawl are pretty specialized and weak compared with the other options. Why would I crawl away from someone (provoking AOOs) when I could stand up as a free action? Maybe combining these two into a sort of acrobat ability would make them more useful.
Fighters
There's still the issue of not having anything for high level 14th+ fighters, which has always been a weak area in 3ed D&D. Fighters need options to not let them get completely outclassed by wizards. The combat feats taper out around 11th level or so.
Wizards
Familiars are still weak, especially now that bonded items are a very nice option. I'd have the toad give toughness instead of +3hp.
What happens if your bonded item breaks, runs out of charges, or is lost? While it says that you keep the bonus for a depleted bonded wand, nobody wants to haul around an empty wand of magic missiles as their bonded item when they could be crafting permanent items at half price.
It's also rough to make the wizard keep the wand in his hand to cast a spell, since technically he can't use that hand for spellcasting (Harry Potter imagery aside, he doesn't have a free hand). I think that letting wizards cast with a hand holding a bonded weapon, staff or wand count as a free hand for spellcasting would be a good idea.
Skills
Replace the ugly-ass C and cc table for skills with anything else. That was the worst change between 3ed and 3.5, and it still makes people go crosseyed when looking at it.
While on the topic of skills, the changes are awesome. The only suggestion we have is to possibly combine profession and craft. They're kind of redundant, like the other skills eliminated.
Feats
Please get rid of all the +2 to two skills feats. While WOTC said they loved these feats so much they added lots more during 3.5 development, they're the worst feats in the game, that nobody takes unless they have to burn a feat for a prestige class or something.
Athletic doesn't even make a lot of sense, since a flying creature generally isn't going to be swimming around, and vice versa.
Feats should add utility. If you have to keep them for backward compatibility, then give them some other ability on top of the skill bonuses. For example, maybe let stealthy people move faster while hiding, or escape from grapples with a move action instead of a standard action.
Combat Feats
We really like the ideas behind the combat feats, but their usefulness seems kind of all over the place. For example, a gish could wear heavy armor and still cast spells while using arcane conduit, but he could only cast spells against groups of enemies every 3rd round. You could make a TWF shield bash person, but if using a heavy shield, he could only realistically TWF with his shield (ignoring penalties) every third round.
Since combats generally only last 3 to 5 rounds, it seems as if investing three feats in order to get one round of a reasonably good ability isn't worth it. Combat actions are the most precious resource in D&D, and wasting rounds to qualify for a good combat feat down the road isn't a good trade-off.
Our general suggestion is to allow people to stay at the end of a combat feat chain. So once a person has invested his two rounds getting to arcane conduit, let him stay there without having to
In general, for the combat feats, I'd allow people to use any feat in the chain as a prereq -
it just doesn't make sense to go from careful targeting to exact targeting to pinpoint targeting
(which very severely limits your attacks) just to start over. Once the person gets to pinpoint targeting
on a target, he should be able to stay there until the target dies. Ditto conduit spell and arcane buildup.
Very much ditto great cleave, which honestly ought to be able to skip cleave entirely if the BAB is high enough.
Ditto Overhand Chop which starts off sorta kinda ok, but gets very weak as you get more attacks a round
Gorgon's fist is too powerful without a save - two monks with Gorgon's fist can perma-daze a target.
Caught off guard is too good - rogues can use it every round to keep targets permanently flat-footed
Razer Chair Leg then makes an improvised weapon better than any melee weapon.
Conduit Spell / Arcane Buildup doesn't make a lot of sense
Cleave is very weak now, and Great Cleave is like a very weak version of Whirlwind - they ought to be bonus attacks or something
Dazzling Display -> Deadly Strike is weak
Deft Shield is weak, Shield Slam is weak since it will interrupt your full attack, shield master not worth a 3rd round of combat
if the shield is heavy, it's not worth waiting three rounds to negate the penalties. Otherwise other options are better
Dodge is even weaker than before, even though it applies to everyone, because you're dodging instead of doing something
more useful - ditto mobility. Both should give something like a +4 bonus to AC.
Shot on the run is still weak
Spring attack is even more weak since you can now only do it every other round. Should be "used mobility or spring attack in the previous round"
Stunned Defense won't do anything, since the shaken effect only lasts for one round (unless you win by 5), and so wears off before you can attack them
and it's weaker than Caught Off Guard
What happens to the weapon in your off-hand with Weapon Swap?
Disarm needs to be reworded a bit for clarity - you can carry an item without it being in your hands. You drop your own weapon (if any) if you fail by -10
Cover rules need to specify what happens when a line is colinear with a hard obstacle.
CMB maybe needs a better acronym, maybe
I'd make grappled targets (held or better) vulnerable to sneak attacks
Overrun should have a failure and fall prone if you fail by -10 or more.
Sunder is much better now
There's no break between sunder and feint indicating we're out of the CMB section
Feint is still useless, IMO it should be a move action, with IF making it a swift action
Last paragraph on turning on page 44 says that feats like Turn Outsiders do not allow assuming command of them,
which contradicts what the feats say.
Arcane Powers are very, very awesome.
Arcane School powers should indicate that specialist bonuses are supernatural or whatever.
Also, the supernatural powers (like Elemental Power) technically require standard actions to activate, which means you can't really use them and cast spells in the same round. Add a "this ability is always active" to any continuous abilities like this.
Acid Dart / Fire Ray / Grave Touch / Telekinetic Fist should be +1 per level, not +1 per 2 levels. A 10th level caster just isn't going to bother with a 1d6+5 at will ability, but a 1d6+10 ability makes it marginally useful
Metamagic Mastery (universal school) should be clear it can only apply one metamagic feat per round, otherwise I could
cast a twinned, empowered, maximized, energy admixtured, delayed blast fireball at 13th level. Instead of 13d6 I deal
78+32.5d6 = 192 damage.
The alignment domains should be able to cast align weapon at will for their alignment.