Thanks Shawn -
I couldn't get Offline Files to sync when I had the same files already pre-loaded into two p.c.'s with Ultimate. Is this not what it's intended for?
So I used Windows Live Mesh which is working well, except there is a glitch where even if I enable IE syncing on both, it still throws up an error that it can't sync Favorites folder without enabling IE syncing.
However Mesh has come a long way from when it was Sync and make duplicate folders for sync's. It appears to works seamlessly with no performance hit, likely because it is doing most of the work in MS servers?