Initiative. Instead of rolling 1d10 and adding on weapon speed etc. you just roll 1d10. If there is a conflict of initiatives then weapon speed and the like are compared. Spellcasting starts on the initiative roll and the spell goes off when the initiative reaches the roll + the casting time.
Stats. Stats now have a percentile roll attached to them (eg. Strength 15.65). At character creation a dice from one dice each fromd4 to d20 is assigned to each stat, when the character goes up a level each of the dice are rolled and the roll added onto the stat. When the number passes 100 the stat goes up a level. Using this method the exceptional strength table is stretched so that 18.00 strength (old system) is now 20.00 (I think).
People can now be multiclass of whatever combionation they can justify to the DM. Experience is allocated to each class according to what the character did, so if a Fighter/Cleric just hit things all day, it would get just fighter XP, but if it cast spells all day it would get Cleric XP.
Paladins no longer have to be lawful good in alignement, they take whatever alignments are suitable to their religion, for example Earth Paladins can be any lawful alignments. Their auras also change appropriately (ie. Earth Paladins aura protects against chaotic things). The attitudes of the different paladins are also markedly different, to take the two furthest apart religions, air and Earth, Earth paladins are strictly lawful and disciplined, whereas air paladins might follow orders, or might not, depending what they felt like.
Excellent night vision and acute vision. Pass within 6 feet of a concealed door and notice it 1 in 6 times. Searching for a hidden door gives 1 in 3 chance to find. 1 in 2 to find a concealed portal. Also gains 1 artistic proficiency every level.
Fight with both hands in battle with no penalty, although primary weapons must be used. Sworddancers cannot specialise, but their attacks increase in the following way:
Every other level (starting at first) Sworddancers gain a +1 to their movement rate, and a -1 to their Armour Class. Starting Armour Class is 24 - Dexterity (Above bonus not factored in). ½ experience when not using primary weapons. Sworddancers can take any normal fighter proficiency. First level Faerie can hit creatures which normally require +1 weapons to hit and do +1 damage to everything, fifth can hit +2 required creatures and do +2 damage to everything, etc. When magical swords are being used the higher of the two bonuses count.
Faerie martial arts skill uses base AC-1 and THAC0, Faeries get two attacks per round with one proficiency and can do 1d4 damage. Both of which go up accordingly with more proficiencies allocated.