Puppet users - Dec 2013 - Puppet getting "Cannot allocate memory - fork(2)" error. Running without puppetmaster

Hi,
I'm running puppet on Centos VM server without puppet agent (and no 
puppetmaster) just by using puppet apply.
Lately i'm getting error while try to run puppet: "Cannot allocate
memory -
fork(2)"
By looking at the server memory consumption I can see the the ruby is using 
a lot of memory until no more memory is available.
I tried to overcome this by:
1) Increasing memory
2) Reinstall puppet

These solutions didn't last long and the error returned.
Any idea how to fix this?

I'm using *puppet 3.3.2* and *ruby 1.9.2*

thanks,
Shay.

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