AD Portion: (1st phase)
To answer “this includes all the AD stuff” portion, I”m going to assume you have this virtual 2003 Server as a DC and you want to make the 2008 server a DC. You will need to perform some active directory prepartion (schema changes, etc.) to accept a 2008 DC. Once that is done, and both DCs see each other, you may want to consider migrating all the FSMO roles over to the new DC.
Helpful link for 1st phase: http://technet.microsoft.com/en-us/library/cc733027(WS.10).aspx
Exchange portion: (2nd phase)
Your best option would be to ADD the Exchange 2010 to your Exchange Organization and then migrate mailboxes from the 2003 Server over to the 2010. In order to add the 2010 Exchange server, you will need to prepare AD with Once that is completed, you can eventually after a thorough testing, you can decommission the old 2003 Exchange.
Helpful link: http://www.simple-talk.com/sysadmin/exchange/upgrade-exchange-2003-to-exchange-2010/