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Exchange "Swing Migration" Problems: 2000 to 2007

Hello everyone, I have hit a wall and am losing sleep over a "Swing Migration" to Exchange 2007 from Exchange 2000.  I am a rookie, so forgive me if I leave out any pertinent information....just ask!  I have a "simple" setup:

- 1 Win2K/Exchange 2K server acting also as a domain controller and DNS server. (I know this is not recommended...I inherited it a few months ago).
- 1 Win2K server acting as a "BDC" (2nd domain controller), back-up DNS and Blackberry ES.
- 1 domain, ~125 total users/mailboxes...only about 25 login to the domain, the rest are in a workgroup due to some legacy 16-bit software.

- 1 new Windows 2003 R2 64-bit server for Exchange 2007 (logged into the domain, iis role installed, but Exchange 2007 not installed yet..."/prepareschema" errors out...more below).

I have added a Win2003 DC to the "forest" after reading the Exchange 2007 installation checklists, etc.. I did all the Win2003 "ADprep /Prepareschma" stuff , and that went OK. I moved the 5 FSMO roles to the new 2003 server, removed the "Global Catalog" from the old Exchange 2000 server and tried to have the new Win2003 box be the host for the GC, but I started having problems with users logging into Outlook when I did that.  I am also aware of the Exchange 2K server "Directory Access" tab, and the "Config.", "DC", and "GC" role assignments, and attempted to assign them all to the new Win2003 DC...when I do that I start getting a few of these errors:
-----------------------------------------------------------
Event Type:      Error
Event Source:      MSExchangeSA
Event Category:      NSPI Proxy
Event ID:      9176
Date:            3/7/2007
Time:            8:28:02 PM
User:            N/A
Computer:      XXXX
Description:
NSPI Proxy can contact Global Catalog ADC2003.xxxx.com but it does not support the NSPI service. After a Domain Controller is promoted to a Global Catalog, the Global Catalog must be rebooted to support MAPI Clients.  Reboot ADC2003.ksee.com as soon as possible.
-------------------------------------------------------------
(I had rebooted that Win2003 DC/GC server several times after adding the DC to it.)

And I got a lot of these errors:
-------------------------------------------------------------
Event Type:      Error
Event Source:      MSExchangeSA
Event Category:      RFR Interface
Event ID:      9074
Date:            3/6/2007
Time:            7:45:59 PM
User:            N/A
Computer:      XXXX
Description:
The Directory Service Referral interface failed to service a client request. RFRI is returning the error code:[0x3f0].
-------------------------------------------------------------
and some of these:
-------------------------------------------------------------
Event Type:      Error
Event Source:      MSExchangeSA
Event Category:      RFR Interface
Event ID:      9143
Date:            3/6/2007
Time:            9:17:45 PM
User:            N/A
Computer:      KSEEINET
Description:
Referral Interface cannot contact any Global Catalog that supports the NSPI Service. Clients making RFR requests will fail to connect until a Global Catalog becomes available again. After a Domain Controller is promoted to a Global Catalog, it must be rebooted to support MAPI Clients.
--------------------------------------------------------------

I have moved the 5 FSMO roles to the Win2K "BDC" server and changed the "Directory Access" tab, and the "Config.", "DC", and "GC" role assignments to it also...the errors in the Exch2K application log have been reduced to this one every hour or so:
--------------------------------------------------------------
Event Type:      Error
Event Source:      MSExchangeFBPublish
Event Category:      General
Event ID:      8197
Date:            3/8/2007
Time:            9:42:51 AM
User:            N/A
Computer:      XXXX
Description:
Error initializing session for virtual machine XXXX. The error number is 0x80040111. Make sure Microsoft Exchange Store is running.
---------------------------------------------------------------
(Exchange Store is running)

I also turned GC back on on the old Exchange server just to be safe.  Users can login and everything appears mostly normal now except for the last error above.

The bottom line of my situation is: Exchange 2007 needs it's "setup.com /prepareschema" (I did run "setup.com /PrepareLegacyExchangePermissions" successfully), and I am having great difficulty getting around this:
----------------------------------------------
"Performing Microsoft Exchange Server Prerequisite Check
    Organization Checks              ......................... FAILED
 The Active Directory schema will be upgraded if you continue. Verify that the o
rganization is ready for Exchange 2007 by running the Exchange 2007 Readiness Ch
eck, which is part of the Exchange Best Practices Analyzer.
     Setup encountered a problem while validating the state of Active Directory:
 Domain Controller 'kseeinet.xxxx.com' Operating System version is 5.0 (2195) Se
rvice Pack 4. The minimum version required is 5.2 (3790) Service Pack 1.

     Schema master 'kseebdc.xxxx.com' is running Windows 2000 Server. The schema
 master must be upgraded to Windows Server 2003 Service Pack 1 or later."
------------------------------------------------
Should I continue to try to get all DC roles (DC, Schema Master, etc.) onto the new Win2003 DC, or should I try something more drastic like uninstalling AD from the old Exchange 2K server or trying an upgrade install of Windows 2003 onto the Win2K/Exchange2K server.  I am thinking that upgrading to 2003 might be easier than what I have tried already.  I have RAID 1 mirror on the Exchanger 2000 server and can break it for experimentation purposes.

Thanks in advance for any advice!
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OK after looking at other questions here at EX, I have found that you cannot upgrade Win2K to 2003 on an Exchange 2000 server...but I have an Exchange 2003 disk I am licensed for (with purchase of 2007)...how about upgrading to Exchange 2003, then upgrading to Win 2003 on the same server then trying Exchange 2007 again on the new server?
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poweruser32

you can go to exchange 2003 on a win 2000 server exchange 2003 will work on win 2000 excepy you will not get rpc if you want to use it -it means your not tied down to win 2003
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Sembee: sounds pretty good, is there a reason you said to use the 32-bit version of Windows 2003? I already have 2003 R2 64-bit on the new server, and it would save me some time if I don't have to wipe it and install the 32-bit version.  Maybe it is because Exchange 2003 doesn't support running on 64 bit Win2003?  As for what my e-mail is worth, it is probably worth less than most!  ;-)   As far as the amount, it is about 10 gigs...the current old server is a dual pent 3 1ghz with 160mbs LSI RAID 1 running.(I am planning to break the mirror before I try this).  Any guess as to "swing" times for about 10 gigabytes?  I was hoping to have some of my weekend left!   Also, no DST 2007 corrections have been applied to the mailboxes on Exchange 2000, any idea what happens to appointment times once I swing to Exch 2003 and 2007?
Thanks.
Exactly that - you cannot install Exchange 2003 on 64 bit OS - that is why there is no in place upgrade option for Exchange 2007.

10gb is peanuts - a couple of hours at most. The major problem is the wait for the public and system folders to come off.

Don't talk to me about DST - I am a Brit and it has no effect on me. I am just watching from the sidelines.

Simon.