Jog Shuttle - Rewind Skips frames

I am trying to figure out how to encode in Quicktime a mpeg4 or h.264 movie with a smooth rewind (shuttle). I am coaching a sport and trying to teach with the video. After encoding, the video plays fine and actually the fast forwards goes smoothly. But the rewind skips frames . I capture from my camera in dv (avi file) with 720x480 and 29.97 f/s with about 3m bit rate. I don't care the size after I encode. When I play the avi file in QT it rewinds fine and QT goes through each frame, but when I encode to mpeg4 or h.264, the video skips on rewind. Any help would be awesome!!!
P4 - 2.4 gig 1mb ram (750 mb free)   Windows XP Pro   I have nothing running in the background

Sorry Kyn Drake, here's the def. of what a b-frame and bidirectional frame are....
Bidirectional Frames:
Using bidirectional prediction increases the compression efficiency and the quality of your video. A bidirectional frame is a frame created by the compressor and inserted between intraframes and/or interframes. The compressor analyzes the frames before and after the bidirectional frame and then creates and inserts a frame based on the average quality of both.
Has nothing to do with playing a video backwards...
B-Frames:
The advantages to using the B-Frames are to achieve higher quality of the video and the ability to have playback scalability. By default, the B-Frame setting is set to off. The options in the drop-down menu are: off, Auto, 1, and 2.

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