Exhibit 5.4 LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the 15th day of --------- January , 2002, by The Thompson Group, P.C. (the "Holder"), a stockholder - -------------- of YP.Net, Inc. (the "Company"). NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, Holder agrees as follows: 1. BACKGROUND. Holder acknowledges that the Company plans to engage in ---------- a tender offer (the "Tender Offer") whereby it will offer certain preferred stock of the Company in exchange for the common stock held by its shareholders. Holder understands that, as a condition to proceeding with the Tender Offer the Company is requesting that the major shareholders to refrain from selling any of their current holdings of the Company's common stock for a period of time following the date of the closing of Tender Offer. 2. SHARE RESTRICTION. Holder hereby agrees that Holder will not sell, ------------------ transfer, or otherwise dispose of: (a) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, from the date of this Agreement to and including a date twenty-four months after the contemplated Tender Offer; and (b) any capital stock of the Company, any rights to acquire capital stock of the Company or any capital stock which Holder has a right to acquire, in excess of 25% of such holdings or rights during each consecutive twelve month period beginning the first day of the twenty-fifth month after the contemplated Tender Offer and ending on the last day of the seventy-second month after the contemplated Tender Offer other than (i) in connection with an offer made to all stockholders of the Company or any merger, consolidation or similar transaction involving the Company, or (ii) with the prior written consent of the Company. Holder further agrees that the Company is authorized to place "stop orders" on its books to prevent any transfer of shares of capital stock or other securities by Holder in violation of this Agreement. 3. RELIANCE BY THE COMPANY AND OTHER HOLDERS. Holder acknowledges that ----------------------------------------- the Company is relying upon the agreements of Holder contained herein, and that the failure of Holder to perform the agreements contained herein could have a detrimental effect upon the contemplated Tender Offer. Accordingly, Holder understands and agrees that Holder's agreements herein are irrevocable. 4. MISCELLANEOUS. ------------- a. At any time, and from time to time, after the signing of this Agreement Holder will execute such additional instruments and take such action 14 as may be reasonably requested by the Company to carry out the intent and purposes of this Agreement. b. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Nevada , except to the extent ------------ that the securities laws of the state in which Holder resides and federal securities laws may apply. c. This Agreement contains the entire agreement of the Holder with respect to the subject matter hereof. d. This Agreement shall be binding upon Holder, its legal representatives, successors and assigns. IN WITNESS WHEREOF, and intending to be legally bound hereby, Holder has executed this Agreement as of the day and year first above written. HOLDER: /s/ Pamela J. Thompson ------------------------------------- The Thompson Group, P.C. By: Pamela J. Thompson, President 15