IPad backup freezes my iTunes and won't allow New Software Update! HELP!

Okay... I am getting so frustrated. I am on a Windows 32bit XP and don't have any problems with my other iDevices.
I tried over and over, yet every time I connect my iPad it says that it is backing up and then just sits there until I finally get a "program not responding message." In addition, even if I "x" out of the backup part and allow it to finish the rest of the sync process, which it does fine, it isn't allowing me to update to the new version of the software.
When I click on the update software it verifies the iPad and then goes to backup the iPad and then same thing... it just sits and sits no bar, no nothing. If I hit the "x" it simply closes out of the process altogether.
What am I missing? Suggestions? Help?

oh wait... i guess it did update... nvm thank you though

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IPad backup freezes my iTunes and won't allow New Software Update! HELP!

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