URGENT - PLEASE READ

MARC E. MANLY,
MANAGING DIRECTOR
LAW & GOVERNMENT AFFAIRS

To: Executive Officers, Directors and Employees of NewPower Holdings, Inc.
and its subsidiaries

Pursuant to the Company's Insider Trading Policy, a "Trading Window" for
trading in the Company's securities begins Monday, November 12, 2001 and
continues through the close of trading on Friday, November 30, 2001.

I attach a statement on the Company's Insider Trading Policy, which will be
recirculated prior to each quarterly window period.

Please note that any trade by an officer, director or employee of the
Company must receive prior approval. I can be reached at 914-697-2460 or
at marc.manly@newpower.com. In my absence, you can reach Alice Petizon,
Vice President, Law (914-697-2469; or at alice.petizon@newpower.com).

Marc Manly

(See attached file: Insider Trading Policy.doc)

- Insider Trading Policy.doc