Process exited with code -2067346649

Hi
   I have an requirement of upgrading the SQL 2005 to SQL 2008 R2 Express edition
  Have written an EXE to check whether the system has 2005 or nothing
  If 2005 -->upgrade
     else ---> fresh install

But when upgrading , the setup is throwing an error 
Process exixted with code -2067346649


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