My Fantasy RPG Wishlist

I've really been thinking about what attributes I'm looking for in my next RPG I'm going to bring to the table to play with my buddies.  They are all hovering around 7-9th's level in my BX game, and I'm guessing that the "Temple of Death" will be our final adventure with that group. 


So here is my list so far:

1.  No levels, and probably no classes - this means d20 is probably out.  For my next game that I run with the guys, I'd like to have a game that doesn't expect characters to change much throughout the gaming experience.  DnD rewards constant play with substantial character growth in ability.  I'd like a game where the characters start out competent and don't increase much in power over time.  This is not me bashing DnD, I love DnD, this wish is a result of the practical reality that due to my life and situation I only game at the table for about 12-15 hours/year.  

2.  Character health/damage will be tracked by "wounds" which will have mechanical effects on gameplay.  I'd like wound tables something like Rolemaster's Arm's Law or Stormbringer's Major Wounds table.  Maybe no hit points?

3.  Improvement system that allows for customization of the character in packets but doesn't have steep level bumps (see point #1).

4.  Magic system will have room for unexpected (good & bad) effects - this should make it more "magical".

5.  Character creation should be quick,  character driven, and customizable. 

6.  I'm contemplating the idea of having no cleric type class.  Maybe only herbs and medieval surgery?  This might be out though since I'd really like to use my 1st edition Forgotten Realms box set as the setting.  I purchased "City System" and "FR1 Waterdeep and the North" off ebay and I'm contemplating running an FR game with just those three canonical resources.

I'm doing a lot of research right now trying to find something that fits this bill, or gets me close enough  that I can houserule it to get it the rest of the way.