Got my new iPad last night and all was well until I slapped on the mag cover and closed it. I was locked out, even though I had not set up a passcode and the old passcode had not migrated over with everything else from my iPad 2. The more I tried, the longer period of time the iPad was disabled. Finally, I found another user online who had a similar problem. Somehow, the new iPad will default to your Outlook Exchange password if you don't immediately set one before closing and locking your new 'pad. I would never have thought of that in a million years, but sure enough, after waiting for the disable period to pass, entering my Exchange password (also my NT login from work) unlocked the device and I was able to set a simple passcode. Just posting as a heads up in case anyone else encounters this.