Apache is doing something odd - can anyone help?

I have are two Apache processes, one for mod_cache, one for
mod_proxy_balancer.
mod_proxy_balancer requests get passed to mod_cache.

mod_cache listens on 192.168.100.123, mod_proxy_balancer has a separate ip
address.

Everything works - but there are processes listening on 192.168.100.123 for
BOTH processes, making requests to a different port on that ip.

Here is what netstat sees:

local address -> foreign address

mod_cache:
 192.168.100.123:80 -> 192.168.100.123:34693

mod_proxy_balancer:
 192.168.100.123:47992 -> 192.168.100.123:80

I wouldn't expect mod_proxy_balancer to be listening on mod_cache's ip, and
I wouldn't expect mod_cache to make a connection to its own ip on a high
port.

Does anyone have any ideas?

TJ

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