I would suggest you find a consultant, or, if that's out of the budget, find a good book about migrating from NT4.0 domains to AD and read it cover to cover. The company I work for spent a lot of time and money doing the migration, and it went off without a hitch (well, at least no major ones). Other haven't been so lucky. Every situation is different, and most companies won't be too happy if you bork up their domain system by not knowing exactly what you are doing.
That being said, what STaSh said is correct about upgrading. As far as Exchange goes, your problem will come in when you take your old NT PDC offline as a backup, since it has Exchange on it. If all you have right now is a PDC that is also running Exchange, there is no way to have a backup of your domain without having another server to run Exchange on. What I would suggest is get another server and make it a BDC. Then take it offline and put it somewhere safe so it can act as a backup. Then you have your Exchange server which you can upgrade to Windows 2000 (don't ask me how well that works though, I make no promises) and you now have two AD global catalog servers with one running Exchange. Once this seems to be working, I would suggest taking your backup NT BDC and upgrading it to Windows 2000 and making it an AD global catalog server. Then remove the ADGC role from your Exchange server (yes, you can do this without reinstalling in Windows 2000, unlike NT). Now you have two ADGC servers to back eachother up, and a seperate Exchange server. This does force you to buy another server, but running the DCs and Exchange on the same server is not something I would do unless you 100% have to.