After selling his share of SET, O'Leary started Softkey in a Toronto basement in 1986, along with business partners John Freeman and Gary Babcock. The company was a publisher and distributor of CD-ROM-based personal computer software for Windows and Macintosh computers. A major financial backer who had committed $250,000 in development capital to the company backed out the day before signing the documents and delivering his cheque, which left O'Leary looking for funding to support the fledgling business. He used the proceeds from the sale of his share of SET and convinced his mother to lend him $10,000 in seed capital to establish SoftKey Software Products.