I found a solution that worked in my upgrade. I spent the weekend upgrading:
7.04 --> 7.10 --> 8.04 --> 10.04  (Yes it was quite the adventure!)

I saw a few messages about using the old "menu.lst" file during the final 
upgrade to 10.04 with no
options other than keeping the old file as I recall.

checked /boot/grub/menu.lst and see that it was my old 8.04 menu.lst file.  No 
new kernel.  No conversion of
/dev/sda1 to UUID=1234hj-34k435j1-35k13h12 mumbo-jumbo like I had seen on all 
the previous upgrades.

Found the bottom half of my new 10.04 menu.lst file here:

/var/lib/ucf/cache/:var:run:grub:menu.lst

did a "less" on it and saw it had my new kernel and the UUID stuff
(which I don't use) in it.

copied it over:

cp /var/lib/ucf/cache/:var:run:grub:menu.lst /boot/grub/menu.lst

changed the UUID's back to /dev/sda1 and rebooted.

BAM! up and running.

Still need  to copy the top half of the saved menu.lst file back over into the 
"working" menu.lst file to get back my
"will boot in 5 seconds hit Esc to enter GRUB" stuff.

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https://bugs.launchpad.net/bugs/516684

Title:
  After upgrade from Karmic boot fails, mountall and udevd fail

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