OP's specs are in the signature.
Try removing your overclock temporarily. Also make sure that if UAC is turned on in your Windows 7 install, that the upgrade assistant is run with administrative rights (right click the upgrade assistant executable and select Run As Administrator).
There is an outside chance that a BIOS flash may be needed as well, but don't do that yet until other possibilities are eliminated.
thanks a lot the bios flash worked great, your help is much appreciated