I added the 2 lines to the file /etc/wgetrc :
http_proxy = http://10.0.0.2:3128/
ftp_proxy = http://10.0.0.2:3128/
I did a locate for "wgetrc" and found - /var/cache/flashplugin-installer/wgetrc
So I added those 2 lins in there aswell.
re-running the apt-get upgrade - seemed to then just work.....
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flashplugin-installer doesn't use the system proxy settings, so fails to
install from behind a filtering proxy / firewall
https://bugs.launchpad.net/bugs/615786
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