your issues with D&D are exactly the same as my issues.

Hurrah!

I'm not a huge fan of class-based systems either. The Earthdawn system sounds interesting, though – I've never encountered something like that before.

I quite like Shadowrun's take on Magic - it doesn't use a Mana/Spell Pool system, it makes you resist drain (which inflicts damage every time you fail to resist it.) So you can throw low-power/low-drain spells around near-indefinitely, if you're relatively powerful, but you've still only got a few really high-powered spells in you before you fall over with your brain leaking out your nose.

Ooh. That sounds really cool!