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This paper presents a simple, yet effective method of building a codebook for pairs of spatially close SIFT descriptors. Integrating such codebook into the popular bag-of-words model encodes local spatial information which otherwise cannot be represented with just individual SIFT descriptors. Many previous pairing techniques first quantize the descriptors to learn a set of visual words before they are actually paired. Our approach contrasts with theirs in that each pair of spatially close descriptors is represented as a data point in a joint feature space first and then clustering is applied to build a codebook called Local Pairwise Codebook (LPC). It is advantageous over the previous approaches in that feature selection over quadratic number of possible pairs of visual words is not required and feature aggregation is implicitly performed to achieve a compact codebook. This is all done in an unsupervised manner. Experimental results on challenging datasets, namely 15 Scenes, 67 Indoors, Caltech-101, Caltech-256 and MSRCv2 demonstrate that LPC outperforms the baselines and performs competitively against the state-of-the-art techniques in scene and object categorization tasks where a large number of categories need to be recognized.