You first need to Consolata the 2 Exchange Servers into one before even starting to think about migrating to a different OS so I would suggest you start off by Consulting the 2 Exchange Servers into 1
http://support.microsoft.com/kb/843104
Then after this is finished and running successfully you can then start to migrate to 2010. This is probably the better option for the second part of this question. ;)
http://lmgtfy.com/
You always break things down to the smallest steps possible and never do more than absolutely necessary. If you roll several reasonably big jobs into one that's a perfect way to have long term Unreliability and outages.
Not a good idea if the Business relies on E Mail which every one that I've ever gone to most certainly does.
Col