Cannot upgrade EMC from sp2 to sp3

I'm getting an error when trying to upgrade EMC on my managment workstation.  this is from the exchange setup log.  It is thrown in the stopping services phase.  This is stange as the admintools roles has no services to stop afaik.  I also tried uninstalling and get a different error.

[11/21/2013 16:18:25.0501] [1] [ERROR] The following error was generated when "$error.Clear();
          & $RoleBinPath\ServiceControl.ps1 -Operation:DisableServices -Roles:($RoleRoles.Replace('Role','').Split(',')) -SetupScriptsDirectory:$RoleBinPath;
          & $RoleBinPath\ServiceControl.ps1 Stop $RoleRoles.Replace('Role','').Split(',')
        " was run: "Exception calling "GetFolder" with "1" argument(s): "This operation is supported only when you are connected to the server. (Exception from HRESULT: 0x800704E3)"".
[11/21/2013 16:18:25.0501] [1] [ERROR] Exception calling "GetFolder" with "1" argument(s): "This operation is supported only when you are connected to the server. (Exception from HRESULT: 0x800704E3)"
[11/21/2013 16:18:25.0501] [1] [ERROR] Exception has been thrown by the target of an invocation.
[11/21/2013 16:18:25.0501] [1] [ERROR] This operation is supported only when you are connected to the server. (Exception from HRESULT: 0x800704E3)
[11/21/2013 16:18:25.0502] [1] [ERROR-REFERENCE] Id=AllRolesPreFileCopyComponent___2f7e3804a2b340c69e930798211fb8fd Component=EXCHANGE14:\Current\Release\Shared\Datacenter\Setup