Paladins of Other Alignments: Is there any reason that paladins should only be lawful good? Why can't non-good deities employ paladins, also? This article explains how to allow paladins of other alignments.
Mass and Grand Scale Combat: Optional rules for military combat in D&D v3.5
or, alternatively: Bloody long article about military combat in D&D v3.5
Prestige Points: An alternate system for going up in levels called Prestige Points ("PP"). "PP" are based on tasks, adventures and personal quests accomplished, not on killing monsters and collecting gold coin.