2000 server upgrade

I am upgrading my NT4 domain to Win2k. I’m wondering what approach I should take to move to this environment. My current situation is 1 NT4 SP6a PDC that is also running Exchange 5.5, 1 Win2k server running SQL 2000, 1 Win2k server that will become the new dc and Exchange 2000 server. We are a small company, under 50 users. I would like to avoid upgrading the NT4 machine because of its age (200 Mhz 256 memory).
Should I install AD on the new DC and install Exchange 2000 and migrate the accounts to the new machine?
Will AD automatically demote the PDC fom NT4?
Is their a better way to do this that I haven’t read about yet.