I went ahead & used vCenter Converter Standalone 4.0.1 & installed in in the XP Mode VM & told it to move the file directly to the ESX server. That succeeded, however upon first logon it wants to activate windows, it tries & says This product key is unauthorized & gives me an option to enter a new key. I then tried to add the xpmode.enabled="TRUE" in the vmx file, no help (I am sure because this ESX version doesn't know that tag).
I am sure this fails into the questionable legal ground, but if I truly stopped using it on my Win7 machine, I would think it should be fine, especially since VMware has an official article how to do it with vmware workstation. I guess that's my next attempt, very far-fetched in my opinion (being install vmware workstation, follow official document, then move files over to ESX)