AGREEMENT AND PLAN OF MERGER



         THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into this

27th day of February, 2002 by and between (a) JVWeb, Inc., a Delaware

corporation ("JVWeb"), and IQB Acquisition Corporation, a wholly-owned Delaware

subsidiary of JVWeb (the "Subsidiary"), on the one hand, and (b) IQ Biometrix

California, Inc., a California corporation ("IQB"), and Pierre Cote, Sylvie

Lariviere and Eric McAfee, each a shareholder of IQB (referred to hereinafter

singly as a "Shareholder" and collectively as the "Shareholders"), on the other

hand.



                                    RECITALS:



         WHEREAS, the parties desire to merge IQB with and into the Subsidiary

(with the Subsidiary being the surviving corporation), upon the terms and

subject to the conditions set forth in this Agreement;



                                   AGREEMENT:



         NOW, THEREFORE, in consideration of the mutual covenants, agreements,

representations and warranties set forth herein and other valuable

consideration, the receipt, adequacy and sufficiency of which are hereby

acknowledged, the parties agree as follows:



                                    ARTICLE 1

                                   THE MERGER



         1.1 The Merger. In accordance with the provisions of this Agreement, at

the Effective Time (as hereinafter defined), IQB shall be merged with and into

the Subsidiary (the "Merger"), which shall be the surviving corporation and

shall continue its corporate existence under the laws of the State of Delaware

under the name "I.Q. Biometrix Operations, Inc." (the "Surviving Corporation")

unimpaired and unaffected by the Merger. The separate corporate existence of IQB

shall cease at the Effective Time. IQB and the Subsidiary are sometimes

hereinafter collectively referred to as the "Constituent Corporations."



         1.2 Effective Time. The Merger shall become effective at the time of

(a) the filing of a Certificate of Merger with the Secretary of State of

Delaware in accordance with the provisions of the Delaware General Corporation

Law (the "DGCL"), and (b) the filing of a Certificate of Merger with the

Secretary of State of California in accordance with the provisions of the

California Corporation Code (the "CCC"). IQB and the Subsidiary agree to file

the aforementioned Certificates of Merger at the time of the Closing, as

hereinafter defined. The date and time when the Merger shall become effective is

referred to herein as the "Effective Time."



         1.3      Effect of the Merger.



         (a) The Surviving Corporation shall, without transfer, thereupon and

thereafter possess all assets and property of every description, and every

interest therein, wherever located, and the rights privileges, immunities,

powers, franchises and authority, of a public as well as of a private nature,

and be subject to all of the restrictions, disabilities, and duties of each of

the Constituent Corporations, and all obligations of or belonging to or due to

either of the Constituent Corporations, shall be vested in the Surviving

Corporation without further act or deed; all assets and property of every

description, and every interest therein, wherever located, and the rights

privileges, immunities, powers, franchises, and authority shall thereafter be

the property of the Surviving Corporation as effectively as when they were the

property of the Constituent Corporations, and the title to any real estate or

any interest therein vested in either of the Constituent Corporations shall not

revert or in any way be impaired by reason of the Merger; all rights of

creditors and all liens upon any property of the Constituent Corporations

existing as of the Effective Time shall be preserved unimpaired; and all debts,

liabilities, and duties of the Constituent Corporations shall thenceforth attach

to the Surviving Corporation and may be enforced against it to the same extent

as if such debts, liabilities, and duties had been incurred for or by it; and

any action or proceeding, whether civil, criminal, or administrative, pending by

or against either Constituent Corporation shall be prosecuted as if the Merger

had not taken place, or the Surviving Corporation may be substituted in any such

action or proceeding.

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