Iphone unable to Sync with Itunes after the 5.0.1 IOs upgrade

I get an error message when I try to sync my iPhone 4 with my iTunes. It reads:
"The iPhone "XXXX" cannot be synced because there is not enough free space to hold all the selected items (additional 7.25GB required)."
My status bar for the phone on iTunes says that with everything selected, I have 2.7GB free on my phone.
I've also noticed that when it attempts to sync it cancels the sync after attempting to download something about a Safari safe downloading something or other (I've never been able to catch the whole wording because it cancels shortly after the attempted download)
This is frustrating, how might this be fixed, or how might I downgrade my OS to a previous version?
Thanks!

3 things to try:
1. disable anti trojan / virus real time scanners - close and reopen itunes - try to sync
2. disable firewall - close and reopen itunes - try to sync
3. disable your wifi and/or lan connection - close and reopen itunes - try to sync
(vpn software also seems to cause problems sometimes)
it seems they made some changes in the way it connects (prob in for the tethering) and its causing some issues for some (my connection failure was caused by -a squared- my anti trojan program)

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