iPhone 4S Canceling Sync

im having an issue syncing my iphone 4S 64G with itunes.The Problem is when syncing the music, i want to put my whole library on but when its putting the music on it eventually says "caneling sync". no matter what i do it doesnt work. ive reinstalled itunes, deleted my music library and re downloaded the music again. restored my phone, manually managed music and autosynced. nothings working, out of my 4636 songs it puts on 2896 and then cancled sync is shown in the window up top. i click sync again and after a couple of songs it says cancled. im on a 2008 Mac Book, Aluminum.