1. What the heck is going on with your button skin? The edges are an uneven thicknesses on every button. Your buff icon border (on your unit frames) looks great but it needs to be changed to black, I'm not quite sure why its currently white.
2. Do you frequently forget your own name, class, level and race? If not, you don't need that information on your play frame.
3. Unless you use this UI for serious PvP, you also don't need to know the text values of your target's power or their race.
4. The blue color you are using for your power is ugly and distracting. It's too vibrant.
5. Add some borders to your rep bar.
6. The spacing and placement of your data texts seems completely random, none of them are lining up with anything.
7. I am all for decorative paneling in a Ui, but the lines going from your target to ToT frame seem visually unnecessary.
8. Your ToT frame could stand to be a bit thinner, perhaps the same thickness as your Recount bar.