vmware server 2.x with server 2003 guest - install tools, application errors on boot

Host: server 2003 R2 64-bit sp2
vmware: 2.0.2
guest: sbs 2003

Guest was converted with vmware converter 4.0.1-161434 (several times).

I get an error on the network adapter driver on conversion (prior to installing vmware tools).  I found a driver download (I can't find the link I used - it was a blog entry with the same symptom).  The driver seems to work.

I can configure an IP and reboot the sbs2003 guest without issues.  Once I install vmware tools, the next boot, i get all kinds of issues - not all of them every time, but I've run through this process at least 7 times and have not had success.

Possible issues I have seen: (C-A-D = Ctl-Alt-Del)
- super long boot time, pause at "applying personal settings" after C-A-D.
- get to desktop, then every application gives an "application failed to initialize 0xc0000142"
- error loading profile (2 different user accounts - 2 separate conversions)
- no desktop after C-A-D, cpu at 100%

Things I've tried:
- I've run the converter several time,
- tried taking a snapshot right after conversion -
- tried different orders of adding a NIC,
- not converting the phys nic,
- removing serial/usb ports,
- installing vmware tools before adding a nic, etc....

I've only gotten it to work twice - the second just to make sure the first wasn't a fluke.  Of course, when I went to run it "live", it failed again and hasn't worked since - 2 more tries.
snowdog_2112Asked:
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chkdsk01Connect With a Mentor Commented:
A couple other things to try in leiu of not having the cold boot CD:
Put the SBS server in directory services restore mode and try the P2V
or
Take an image of the SBS using ghost, Acronis, etc and then run converter against the image file.
Check out this discussion.
http://www.experts-exchange.com/Software/VMWare/Q_25347980.html 
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chkdsk01Commented:
In my experience, hot P2Vs rarely go smooth when converting a highly transactional server like a DC, Exchange, SQL, etc.  If you can get your hands on a cold converter CD, I would try the P2V with that first.  This would allow you to boot up to the CD and do the P2V pre-windows.  I'm just not sure if you can point the soon-to-be created VM at a VM Server instance.  I think you can, but I'm not positive.  
Otherwise, boot the SBS into safe mode or worst case, try to properly stop all the tranactional services, before doing the P2V.  I'm no expert in SBS so I'm not sure what services need to stop.  
Hope this helps.
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snowdog_2112Author Commented:
(You can't point a P2V directly to a VMware Server 2.x - it just creates the vmdk's and vmx on a network share - you're thinking of a P2V directed at ESX/ESXi).

I did stop all of the Exchange, SQL, Backup Exec, and BESR services on the live box.  I have not booted it in Safe Mode for a hot P2V - does that work with Vmware converter?.  I also had to start the volume shadow copy service for the hot P2V to run.

The VM seems to run fine through several reboots - until I install the VMware tools.

Would that still suggest a problem with the conversion?  I had also tried a non-destructive repair of the OS to no avail.

I can probably run a cold image using Backup Exec System Recvoery, but that limits my time window to perform the conversion (i.e., requires physical presence on site).

Any other thoughts on the existing situation are welcome - I'd like to try to repair the existing conversion today (Tues) or I'll have to go on site after hours tonight.

Thanks for all the assisstance!!
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markzzCommented:
As chkdsk01 says
When converting highly transactional servers like an SBS Server I have never seen one go well unless you either sgut down all non essential processes and even better just do it cold.
Have a hunt around for the VMWare Converter boot CD.
It will be very successful I'm sure.
Should you not consider ESXi over VMWare Server??
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snowdog_2112Author Commented:
A) I am using Server instead of ESXi for customer requirements (i.e., they have other VM's on another Server 2.x box and want portability - poor man's vMotion).

B)  I have little choice but to run a cold image.  Going to try that tonite.  Will hopefully report back with success.

Thanks all for help - though none of it was "good news".
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snowdog_2112Author Commented:
I ended up running a Symantec Backup Exec System Recovert (BESR) backup, then running a one-time virtual conversion to vmware server 2.x.

I created a new VM on the desitnation VMware server, and added the converted disks.

The only problem I'm dealing with is that after installing VMware tools, the VM takes at least 20 minutes to get to the C-A-D logon prompt.  Before installing vmware tools, it gets to C-A-D in under 5 minutes.
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