found the problem and it was leechers stealing files on my server causing LOTS of apache requests but i've blocked them and i'm all good now so thanks for the help
also according to 'apache2ctl status' before i was getting 120-150 'requests currently being processed' and now about 20-50 tops so my question now is how did my server not manage 120+ i have a dual core cpu and 4gb of ram is that not enough?
also how do i tweak apache to handle more requests?
please note that my apache config is pretty much 'default'