I want to update my ios in ipad 2, message tells me to back up or lose. I don't have icloud and I can't get it without the newer version of ios. How can I backup without icloud?

I want to update from ios 4.3 on my ipad 2. When I connect to itunes(newest version is installed) on pc, and attempt the update, I get a message to backup , or l will lose items purchased on the ipad. I don't have icloud yet, because when I try to add it to my ipad, I am told I need the newest version of ios. So it's a vicious cycle! I tried to buy itunes match, and I wasn't able to do that either! I have downloaded books, and songs on ipod that aren't able to be in my itunes library from CDs. What should I do and in which order, to protect my stuff from getting lost with the update?

Backup with iTunes. If iTunes is asking you if you want to backup, say yes to that and it will backup your iPad. Have you ever synced with this computer before?
My boilerplate response for anyone that wants to update the iOS.
What you should do anytime that you update the device is to transfer purchases from the iPad into iTunes - File>Transfer Purchases - and you should backup the iPad as well. When you update the update the device, if something goes wrong, you can restore from the backup.
However, iTunes should ask if you want to backup before you update, but just in case create the backup yourself before you update. The backup contains your app data and settings - along with other items - so make sure you backup first.
If you have any other important files, you may want to transfer them to your computer as well, prior to the update.
How to transfer purchases into your iTunes library
http://support.apple.com/kb/HT1848
How to backup and restore from a backup
http://support.apple.com/kb/HT1766

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