Trying to install iOS 5 on iPad 2 but get backup error

Installed iTunes 10.5 and started iOS 5 upgrade.  I get the - An error occurred while backing up this iPAD (-5000).  Would you like to continue to update this iPad?  Contuning will result in the loss of all contents on this iPad.  The iPad is less than a month old, have tried this on 2 different laptops, both running Windows XP Professional, Service Pack 3 on each.  Same error messge on both.
On the first laptop I get a backup fail in iTune Sync.  On the secone laptop the iTune Sync works including backup, but the backup for the iOS 5 upgrade fails on both.  Everyghing seems to have worked fine until the iTunes 10.5 upgrade.
Any ideas?  On the first laptop I tried all the steps in the Knowledge base for the ITunes failed backup with nothing helping.

I fixed iPad with recovery mode.
Hold down home / power button together for 10 seconds.
Then release power button.
It will go into recovery mode and you can update to OS5.

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