Abstract: This paper presents an extension to category classification with bag-of-features, which represents an image as an orderless distribution of features. We propose a method to exploit spatial relations between features by utilizing object boundaries provided during supervised training. We boost the weights of features that agree on the position and shape of the object and suppress the weights of background features, hence the name of our method - "spatial weighting". The proposed representation is thus richer and more robust to background clutter. Experimental results show that our approach improves the results of one of the best current image classification techniques. Furthermore, we propose to apply the spatial model to object localization. Initial results are promising.