Backup error during iOS5 update

Just trying to update my ipad2 to iOS5 and iTunes gives me a message - unable to backup error -54, with the option to continue but lose all the data.  Backs up perfectly during a normal sync - just won't do it for the update.  Does anyone know why this error is hapenning and what to do about it please?

http://support.apple.com/kb/TS3694#error48

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