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Service Pack 3 fails to install on Exchange 2007

I am trying to build a new exchange 2013 server but in order to do so i need to bring the current SBS 2008 exchange server to SP3.
i have passed all the prerequisites and made it through a few of the upgrade steps. During the Hub transport role all of the exchange services get disabled. Then the Installer fails because it can not start the 'MSExchangeADTopology'
any ideas my searches have come up short?
exch2007sp3.JPG
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Todd Nelson
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I suppose you've checked and set that Exchange service (in services.msc) to automatic, restarted the server, and attempted the SP3 install again?  I suppose the SBS is in good working condition?

Have you run the ExBPA to identify any possible underlying issues that may need to be resolved before you can apply SP3?
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LockDown32
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It should be noted that the services failing is a sign of a much bigger problem. You'll want to look into the health of your Active Directory if the Topology service is failing on its own.
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used my own solution