1.
Microsoft Windows 2008 x64 Edition + Exchange 2007 on the 1st DELL w/16GB RAM
- Secondary DC
- Email Server
2.
Microsoft Windows 2008 x64 Edition + IIS on the 2nd DELL w/8GB RAM
- Primary DC
- Web Server
3.
- Setup replication between the two servers.
The rest is really up to you how you network layout is done...